Orrick, Herrington & Sutcliffe LLP

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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Call to Clients to Share Data Illustrating Consequences of Discovery Costs: Comment Period Opens for Amendments to the Federal Rules of Civil Procedure

Introduction - On August 15, 2013, the Civil Rules Advisory Committee (hereinafter “the Committee”) began what is expected to be a six month period of open commentary on the proposed amendments to the Federal Rules of…more

Discovery, Federal Rules of Civil Procedure, Proposed Amendments, Public Comment

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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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Additional Avenues May Be Available for Federal Regulators to Curtail Deceptive Practices in High Frequency Trading

We first heard about the SEC’s increased focus on high-frequency trading in June 2014 when the SEC announced its desire to promulgate new rules on high frequency trading to address the lack of transparency in dark pools and…more

Commodities Exchange Act, Dark Pool, Disruptive Trading Practices, Front-Running, High Frequency Trading

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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

Bankrtupcy Preferences, Bankruptcy Code Section 547, Bankruptcy Court, Chapter 11, Chapter 9

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State Water Resources Control Board Gets New Tools to Fight Fraud on Underground Storage Tank Cleanup Fund

Senate Bill No. 445 ("SB 445"), signed into law by California Governor Brown late last year, makes several significant changes to the Barry Keene Underground Storage Tank Cleanup Trust Fund Act of 1989 ("The Fund Act"). The…more

Criminal Penalties, Fraud, Fund Act, Petroleum, Underground Storage Tanks

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Moving Right Along: The Office of Whistleblower Issues Its 2013 Annual Report

The SEC released its Fiscal Year 2013 Annual Report (the “Report”) to Congress on the Dodd-Frank Whistleblower Program on November 15, 2013. The Report analyzes the tips received over the last twelve months by the SEC’s Office…more

Confidentiality Agreements, Dodd-Frank, Retaliation, SEC, Whistleblower Awards

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European Revolution vs. English Evolution

Update on Case Law Developments in English Restructuring This client alert will focus on three of the key recent cases of the past six months, each of which features the use of English law restructuring tools for…more

Corporate Restructuring, Debt Restructuring, EU, Foreign Corporations, Great Recession

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The Affordable Care Act – Consider Yourself on Notice

Under the Affordable Care Act, employers subject to the Fair Labor Standards Act must provide a “Notice of Coverage Options” to each employee. The purpose of this Notice is to inform employees that they may obtain health…more

Affordable Care Act, Deadlines, Delays, Employer Mandates, Health Insurance Exchanges

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Russian Perspective: Can Sending Confidential Information to Your Personal Email Address Constitute a Disclosure of a Trade Secret?

Imagine that you are the General Director of a company (the Russian equivalent of an American CEO), and your information security department finds out that an employee, who you have long suspected of industrial espionage, has…more

Email, Employer Liability Issues, Russia, Trade Secrets

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OFCCP Rescinds Prior Guidance on Compensation Discrimination Analysis In Favor of a Case-by-Case Approach

Effective February 28, 2013, the Office of Federal Contract Compliance Programs (“OFCCP”) rescinded two 2006 guidance documents concerning how the OFCCP and federal contractors analyze potential pay discrimination. This change…more

Audits, Contractors, Discrimination, OFCCP, Wages

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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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La Tassazione Del Trust Non Commerciale Alla Luce Del Disegno Di Legge Di Stabilità 2015.

L’art. 44 del Disegno di Legge di Stabilità 2015 introduce una modifica al regime di tassazione dei dividendi percepiti dagli enti non commerciali, diminuendo notevolmente la quota esclusa da tassazione. La modifica, se…more

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Who Pays When Employees Crash Their Cars After Hours? It Could Be You….

One would think that, under the “going and coming” rule, employers could never be liable for torts committed by their employees during the employees’ commutes. Think again. If employers require employees to use their cars or the…more

Car Accident, Employer Liability Issues, Going and Coming Rule

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The Continuing Fall-Out from the Second Circuit’s Insider Trading Decision in Newman

Last week, a New York federal judge struck another blow to prosecutorial efforts to secure insider trading convictions in tipper-tippee cases. As discussed in detail here, the U.S. Attorney’s Office for the Southern District of…more

Criminal Prosecution, Fiduciary Duty, Hedge Funds, Illegal Tipping, Insider Trading

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Orrick Technology IPO Insights - Q4 2014

Welcome to the Q4 2014 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

Disclosure, Emerging Technology Companies, Equity Financing, Financing, IPO

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Policy Observer - December 2014

Giving and Receiving: Insuring Company-Sponsored Volunteerism: This is the time of year when we are reminded of the importance of giving. Many companies not only donate generously to nonprofits and community programs, but…more

Attorney's Fees, Banks, D&O Insurance, Employer Liability Issues, Environmental Liability

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To Whom Must The Whistle Blow? SEC Asks Second Circuit for Deference on Scope of Dodd-Frank Whistleblower Protection

In an amicus brief filed earlier this month in Berman v. Neo@Ogilvy LCC, the SEC asked the Second Circuit to defer to the Commission and hold that individuals who report misconduct internally are covered by the anti-retaliation…more

Anti-Retaliation Provisions, Dodd-Frank, Internal Reporting, SEC, Whistleblower Protection Policies

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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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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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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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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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The Oil & Gas Law Review - Edition 2: Chapter 9: FRANCE

Located in more than 60 fields mainly in the Paris region and in the south west (Aquitaine Basin), French hydrocarbon deposits produced 790 tonnes of oil and 0.3 tonnes of oil equivalent (Mtoe) of natural gas in 2013,…more

Energy Sector, Fracking, France, Oil & Gas

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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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Out Of Control: SEC Says Lack Of Internal Controls Led To HP Paying More Than $108 Million To Settle FCPA Actions

On April 9, 2014, the Securities and Exchange Commission announced that Hewlett-Packard had agreed to pay more than $108 million to settle Foreign Corrupt Practices Act actions brought by the SEC and the Department of Justice. …more

FCPA, Hewlett-Packard, SEC, Settlement

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Expanded Liability of Officers in Russian Companies

In Resolution No. 62 “on Liability of Members of a Company’s Governing Bodies” dated July 30, 2013 (the “Resolution”) the Russian Supreme Arbitrazh Court provided new interpretations of the Russian statutory rule that the chief…more

Bad Faith, Board of Directors, Corporate Governance, Corporate Officers, Damages

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Update on Russia-Ukraine Sanctions – Multiple Legal Challenges

In response to Russia's actions relating to Crimea, the United States and the European Union have expanded their lists of sanctioned parties and their legal bases for broader sanctions. These sanctions are beginning to restrict…more

EU, Russia, Sanctions, Ukraine

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Shareholder’s Challenge to Smith & Wesson SLC’s Independence Misfires in the First Circuit

On February 4, 2015, the First Circuit affirmed the summary dismissal of a shareholder derivative suit, which brought Nevada state claims for breach of fiduciary duty, waste of corporate assets, unjust enrichment, and…more

Appeals, Board of Directors, Breach of Duty, Corporate Officers, Derivative Suit

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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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Volcker Rule: An Overview and Highlights Of Certain Key Provisions

On December 10, 2013, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Securities and Exchange Commission (collectively, the…more

Bank Holding Company, Banks, Compliance, Dodd-Frank, Volcker Rule

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AGCOM And The Administrative Enforcement Of IP Rights

The Issues Concerning the Legitimacy of the Regulations - At the end of a process started in 2010, after three public consultations on an equal number of proposals, on December 12, 2012 AGCOM (i.e. the Italian…more

Copyright, Copyright Infringement, Enforcement, EU, Internet

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Goodyear Rolls Out $16 M Settlement With SEC, Putting Brakes on FCPA Charges

On February 24, 2015, the SEC announced that it had reached an agreement with Goodyear Tire & Rubber Co. (“Goodyear”) for Goodyear to disgorge more than $16 million to settle FCPA charges stemming from its Kenyan and Angolan…more

Books & Records, Disgorgement, Enforcement Actions, FCPA, Foreign Subsidiaries

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New Strings Attached: LinkedIn Contacts Are Now Trade Secrets?

From a birds-eye view, Cellular Accessories For Less, Inc. v. Trinitas, LLC appears to be a typical dispute between an employer and its former employee. However, a closer look reveals an issue new to the world of trade…more

Customer Lists, LinkedIn, Social Networks, Trade Secrets

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Can Anyone Stop Them? NLRB’s New “Quickie” Union Election Rules Set To Take Effect April 14

On December 12, 2014 the NLRB adopted new union election rules, claiming that they will “modernize and streamline the process for resolving representation disputes.” These rules will become effective April 14th of this year…more

Ambush Election Rules, NLRB, Union Elections, Unions

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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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Water and Wastewater Projects: Financing with Tax-Exempt Bonds

Introduction - Managers of water and wastewater utilities face complex financial challenges. The purpose of this guidebook is to provide an overview of issues relating to the financing of water and wastewater projects in…more

Arbitrage, Capital Expenditures, Debt, Financial Adviser, Financing

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IN RE CUOZZO SPEED TECHNOLOGIES, LLC, Federal Circuit Upholds Patent Trial and Appeals Board Decision in First Appeal of Inter Partes Review

On February 4, 2015, the Federal Circuit issued an opinion in In re Cuozzo Speed Technologies, LLC, No. 2014-1301, upholding a final decision of the Patent Trial and Appeal Board (PTAB) to invalidate claims of a patent…more

America Invents Act, Appeals, Cuozzo Speed Technologies, Inter Partes Review Proceedings, Patent Trial and Appeal Board

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IRS Announces That It Will No Longer Refund FICA Taxes on Severance Payments

The IRS recently announced that severance payments are taxable wages under FICA, and thus employers who seek tax refunds on those payments will be denied. The IRS’s position reflects the United States Supreme Court’s ruling in…more

FICA Taxes, Hiring & Firing, IRS, Quality Stores, SCOTUS

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Federal Contractors: In the Line of Regulatory Fire

On October 10, 2014, the White House hosted a listening session regarding President Obama’s “Fair Pay and Safe Workplaces” Executive Order, one of many new laws imposing significant new requirements on federal contractors…more

Compliance, Employee Rights, Executive Orders, Fair Pay and Safe Workplaces, Federal Contractors

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U.S. District Court Limits the Extraterritorial Application of U.S. Bankruptcy Law but Important Considerations for Foreign Investors Remain

On July 6, 2014, Judge Jed S. Rakoff, United States District Judge for the Southern District of New York, declined to extend the reaches of section 550(a) of the Bankruptcy Code abroad to permit the recovery of funds that were…more

Asset Transfer, Bankruptcy Code, Bernie Madoff, Clawbacks, Extraterritoriality Rules

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FBI Warns Against Fraudulent E-mail Scheme

Companies should take notice of a new fraud scheme that has been making the rounds, targeting businesses that regularly make wire transfers. Known as the "Business E-mail Compromise," or BEC, this scam targets employees…more

Corporate Officers, Email, FBI, Fraud, Fraudulent Wire Transfers

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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

Moveable Parcels, New Legislation, Russia

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European Revolution vs. English Evolution

Update on Case Law Developments in English Restructuring This client alert will focus on three of the key recent cases of the past six months, each of which features the use of English law restructuring tools for…more

Corporate Restructuring, Debt Restructuring, EU, Foreign Corporations, Great Recession

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Best Buy Bankruptcy Ahead?

In November 2008, Circuit City filed for bankruptcy protection. Circuit City had the same business model as Best Buy: selling electronic equipment in large retail stores. Other retailers with that business model are finding…more

Best Buy, Circuit City, Debtor-Creditor, Electronics, Insolvency

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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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Brief Of Dish Network L.L.C. And Echostar Technologies L.L.C. As Amici Curiae In Support Of Respondent (April 2, 2014)

INTEREST OF AMICI CURIAE - This amicus curiae brief is filed on behalf of DISH Network L.L.C. (“DISH”) and EchoStar Technologies L.L.C. (“EchoStar”). Since its founding in the early 1980s, DISH has reinvented the…more

Appellate Briefs, Copyright, Copyright Infringement, Dish Network, Echostar

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WORLD SERIES EDITION: These Trade Secrets Are Going, Going, Gone

Ah, October: the time of crisp fall air, brightly colored leaves, and pumpkin spice-flavored everything. And, of course, the World Series quest that can unite a city—or, in the case of Orrick’s San Francisco and Washington, D.C…more

Baseball, Sports, Trade Secrets

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Italy Regulatory Update 2/2014

In This Issue: - 1. ITALIAN LAW - 1.1 Primary legislation - 1.2 Implementing measures - 2. EC/EU LAW - 2.1 Primary legislation - 2.2 Implementing measures Please see full chart below for more…more

EU, Financial Regulatory Reform

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Former Aerospace Engineer Pleads Guilty to Misappropriation of Trade Secrets Intended for Iran

Although it appears that the U.S. and Iran are moving closer to a deal regarding Iran’s nuclear program, Iran’s allies appear to remain committed to acquiring military-grade technology from U.S. companies by way of engineers…more

Arms Export Control Act, Defense Sector, Engineering, Export Controls, Federal Contractors

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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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Employees Snooze, Employers Lose: California Supreme Court Delivers Wake Up Call to Employers of On-Call Security Workers

In Mendiola v. CPS Security Solutions, Inc., issued on January 8, 2015, the California Supreme Court ruled that security guards are entitled to compensation for all on-call hours spent at their assigned worksites, even when they…more

DLSE, Employer Liability Issues, Employer Mandates, FLSA, Security Guards

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Stop and Smell the Trade Secrets, Part II: Two Major Companies Voluntarily Disclose Fragrance Ingredient Information

Do you know which chemical ingredients create that complex smell in your favorite deodorant, cologne, or perfume? For years, the answer has been a resounding no. Historically, the consumer products industry has relied on trade…more

Chemicals, Clorox, Disclosure, Disclosure Requirements, SC Johnson

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California Court of Appeal Overturns $1.3 Million in Damages and Attorneys’ Fees against Lucasfilm for Failure to Give Instruction on Business Judgment

On December 10, 2012, in Veronese v. Lucasfilm Ltd., a California Court of Appeal overturned a Marin County jury’s verdict against Lucasfilm based on its finding that several errors in jury instructions prejudicially affected…more

Appeals, Business Judgment Rule, Discrimination, Failure To Hire, FEHA

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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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Payback Time: Using The Faithless Servant Doctrine To Combat Trade Secret Theft

Employers know all too well that their own employees are often the most likely people to misappropriate their confidential and proprietary information and their valuable trade secrets. Employers have plenty of weapons at their…more

Breach of Duty, Fiduciary Duty, Misappropriation, Trade Secrets, Unfair Competition

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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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Therasense Revisited: In re Rosuvastatin Calcium Patent Litigation

In the United States, patent applicants and their counsel owe a duty of candor and good faith to the Patent Office. This duty is breached when the applicant or its counsel knowingly fails to disclose material prior art…more

America Invents Act, Deceptive Intent, Disclosure Requirements, Failure to Report, Good Faith

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China 20/20 Legal Regulatory Developments - February 2013

In This Issue: - The Decision of the Standing Committee of the National People's Congress on Revising the Labor Contract Law of the People's Republic of China Released - MOFCOM Solicits for Public Comments on the…more

China, Foreign Jurisdictions, Foreign-Related Civil Relationships, Investment Funds, Law On Application Of Laws

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In Fontainebleau Appeal, Eleventh Circuit Confirms That Term Lenders Lack Standing To Enforce Revolving Lenders’ Commitments

Last week, the Eleventh Circuit Court of Appeals held that lenders in syndicated credit facilities do not have standing to enforce the funding commitment that other lenders owe to the borrower in the absence of specific…more

Appeals, Article III, Borrowers, credit, Injury-in-Fact

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U.S. Export Policy for Commercial and Military Unmanned Aerial Vehicles

On February 17, the Obama Administration announced a new U.S. export control policy for military and commercial Unmanned Aerial Vehicles ("UAVs"). The policy, the details of which have not been released, reportedly includes…more

Commercial Use, Defense Sector, Drones, EAR, Export Controls

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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

CFRA, Disability, Discrimination, FEHA, Medical Leave

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SEC Releases First Full-Year Report on the Dodd-Frank Whistleblower Program: No Speedy Recoveries for Whistleblowers

On November 15, 2012, the Securities and Exchange Commission released its Fiscal Year 2012 Annual Report on the Dodd-Frank Whistleblower Program (the “Report”), the first full-year report issued since the enactment of…more

Dodd-Frank, SEC, Whistleblowers

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SEC Announces Settlement With “Big Four” China Accounting Firms Over Production of Documents Located in China

Today, the Securities and Exchange Commission (“SEC” or “Commission”) announced the terms of a settlement with four of the Respondents in In the Matter of BDO China Dhaua CPA Co., Ltd. The four Respondents are the China…more

Administrative Hearings, Audits, Deloitte, Document Productions, Ernst & Young

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Orrick World: A Quarterly Report of Global Employment Law Issues for Multinationals - Fall 2013

Asia Employment Law Update - Labor Contract Law Amendments on Dispatch Employees Come Into Effect - Implementation Details Still Uncertain: During July 2013, the Decision on Amending the Labor Contract Law of the…more

China, EU, Financial Regulatory Reform, Foreign Nationals, International Labor Laws

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Employers Finally Get a Break—Court Reverses $90 Million Verdict and Holds That Employers Are Not Required to Relieve Employees of All Duty During Rest Periods

On December 31, 2014, the Court of Appeal for the Second District of California held in an unpublished opinion that employers are not required to relieve employees of all duty during rest periods mandated by California state…more

Appeals, Corporate Counsel, On-Call Employees, Rest and Meal Break, Reversal

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New Treasury Regulations Target Corporate Inversions

Last week, the Internal Revenue Service and Treasury Department announced a number of new regulations intended to make it more difficult to qualify for tax advantages associated with inversion transactions and reduce certain of…more

Controlled Foreign Corporations, Corporate Taxes, Income Taxes, Inversion, Mergers

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WHAT’S GOOD FOR THE GOOSE IS GOOD FOR THE GANDER – Parties Seeking To Depose Foreign-Based Witnesses In The U.S. Should Be Prepared To Have Their Own Witnesses Testify In The U.S.

Parties suing in the United States with foreign-based witnesses take heed, as you may find your foreign-based witnesses traveling to the United States for depositions. On February 12, 2015, Magistrate Judge Paul Grewal issued…more

Depositions, Foreign Nationals, International Travel, Litigation Fees & Costs, Travel Expenses

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Former Licensee Knocks Wind Out Of Sail Manufacturer’s Trade Secrets Claims

In the fiercely competitive world of professional sailing, every second matters. And, as with any sport, competitors look to gain any advantage they can by getting their hands on the latest equipment, fine-tuned to give them…more

Federal Rules of Civil Procedure, License Agreements, Manufacturers, Trade Secrets

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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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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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ITC ALJ Breaks New Ground, Further Heightening the DI Requirement for NPEs in § 337 Cases

According to a recent initial determination by an Administrative Law Judge of the International Trade Commission, a purely revenue-driven NPE cannot prove the existence of a domestic industry by relying solely on the activities…more

ITC, Patent Infringement, Patent Litigation, Patents, Section 337

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The Smack Of IndyMac: Second Circuit’s Decision In IndyMac Creates Palpable Effect In SDNY

As noted in a previous blog, in Police & Fire Retirement Systems of City of Detroit v. IndyMac MBS, Inc., 721 F.3d 95 (2d Cir. 2013), the Second Circuit held that tolling under American Pipe – which plaintiffs had often used to…more

American Pipe & Construction Co. v. Utah, Class Action, IndyMac, Mortgage-Backed Securities, Mortgages

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TOO BIG TO FAIL 2: EMIR: "Too Big To Fail", Again?

This alert focuses on the European Market Infrastructure Regulation (or "EMIR" as it is better known) which was introduced as the equivalent of the Dodd-Frank Act of 2010, to address a wide range of issues, many of which were…more

Banks, CCPs, CFTC, Derivatives, Dodd-Frank

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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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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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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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Perquisition Privée: France Ahead Of U.S. In Allowing Trade Secret Owners To Seize Property From Suspected Thieves

Can trade secret owners secretly petition a court to seize property from a competitor that they suspect of stealing trade secrets? In the United States, the answer is: “Not yet.” This is one of the issues that Congress is…more

EU, Ex Parte, Misappropriation, Search & Seizure, Theft

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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

Bankrtupcy Preferences, Bankruptcy Code Section 547, Bankruptcy Court, Chapter 11, Chapter 9

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And the Oscar Goes to... Equal Pay? Arquette’s Oscar Speech Sparks Comparable Worth Bill in California

Just in time for Women’s History Month, California State Senator and Chair of the California Legislative Women’s Caucus, Hannah-Beth Jackson, introduced Senate Bill 358 (SB 358), which seeks to narrow the gender pay gap in…more

Equal Pay, Proposed Legislation

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Volcker Rule: An Overview and Highlights Of Certain Key Provisions

On December 10, 2013, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Securities and Exchange Commission (collectively, the…more

Bank Holding Company, Banks, Compliance, Dodd-Frank, Volcker Rule

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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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PTAB Allows Petitioner to Join Its Own Previously Filed Inter Partes Review

In Target Corp. v. Destination Maternity Corp., IPR2014-00508, the Patent Trial and Appeal Board (PTAB) granted Target Corporation’s Request for Rehearing on its previously denied Motion for Joinder, and ultimately granted…more

Inter Partes Review Proceedings, Joinder, Patent Trial and Appeal Board, Patents, Target

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Focus Regolamentare: Nuovo Criterio Attributivo Del Rating Di Legalita’

Il 4 luglio 2014 è entrato in vigore il nuovo “Regolamento attuativo in materia di rating di legalità”, adottato con delibera dall’Autorità Garante della Concorrenza e del Mercato (“AGCM”) del 5 giugno 2014, n. 24953,…more

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Extra, Extra! – Extraterritoriality And Criminal Actions As To Alleged Securities Fraud

In its seminal decision in Morrison v. National Australia Bank Ltd., 130 S. Ct. 2869 (2010), regarding antifraud provisions of the U.S. securities laws, the Supreme Court held that “Section 10(b) [of the Securities Exchange Act…more

Dodd-Frank, Extraterritoriality Rules, SEC, Securities Exchange Act, Securities Fraud

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And the Oscar Goes to... Equal Pay? Arquette’s Oscar Speech Sparks Comparable Worth Bill in California

Just in time for Women’s History Month, California State Senator and Chair of the California Legislative Women’s Caucus, Hannah-Beth Jackson, introduced Senate Bill 358 (SB 358), which seeks to narrow the gender pay gap in…more

Equal Pay, Proposed Legislation

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Show Me The Money: Yes, Even Corporate Officers Can Collect Dodd-Frank Bounty Awards

On March 2, 2015, the SEC announced a whistleblower bounty award of between $475,000 and $575,000, its 15th under the Dodd-Frank whistleblower program. While the SEC’s order is scant on detail, it does disclose that the award…more

Corporate Officers, Dodd-Frank, Popular, SEC, Whistleblower Awards

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Orrick Technology IPO Insights - Q4 2014

Welcome to the Q4 2014 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

Disclosure, Emerging Technology Companies, Equity Financing, Financing, IPO

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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

ESMA, EU, EU Directive, MiFID

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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

Bankrtupcy Preferences, Bankruptcy Code Section 547, Bankruptcy Court, Chapter 11, Chapter 9

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Germany: Have Rejected Job Applicants the Right to Know the Reasons for Not Getting the Job

Recently, the German Federal Labor Court (Bundesarbeitsgericht “BAG”) rendered a decision which had been awaited with interest by German employers (BAG, April 25, 2013 – 8 AZR 287/08) with regard to information rights of…more

Discrimination, EU, European Court of Justice, Job Applicants

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Extra! Extra! Read All About It: California Supreme Court Affirms Reversal of Class Certification Denial for Class of Newspaper Carriers

The California Supreme Court in Ayala v. Antelope Valley Newspapers, Inc. recently affirmed and remanded the reversal of a denial of class certification in an independent contractor misclassification case, emphasizing the…more

Class Action, Class Certification, Employer Liability Issues, Independent Contractors, Misclassification

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The Revolving Door Spins Again

On January 24, President Obama announced his nominee for Chairman of the Securities Exchange Commission – Mary Jo White, a former United States Attorney for the Southern District of New York…more

Barack Obama, Mary Jo White, SEC

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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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Supreme Court Issues Two Historic Decisions on Same-Sex Marriage: What Does This Mean for Employee Benefit Plans?

On Wednesday, June 26, 2013, the United States Supreme Court (the "Court") issued two significant decisions relating to same-sex marriage, both of which will have far-reaching effects on the design and tax treatment of employee…more

COBRA, DOMA, Employee Benefits, Equal Protection, Health Insurance

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ESMA Publishes Final Technical advice on the MiFID II Directive and MiFIR

On 19 December 2014, the European Securities and Markets Authority (ESMA) published final technical advice (ESMA/2014/1569) to the European Commission and a consultation paper (ESMA/2014/1570) on the MiFID II Directive…more

ESMA, EU Directive, European Commission, MiFID

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Privacy, Data Security and Internet Safety Alert: Tough New EU Data Protection Proposals Edge Closer

On Jan. 10, 2013, Jan Philipp Albrecht, the European Parliament’s Rapporteur, presented his report on the European Commission’s proposals for a new General Data Protection Regulation (GDPR). With his recommendations, data…more

Data Collection, Data Protection, EU, EU Data Protection Laws, Internet

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How EU Competition Law Applies To Data Collection Issues

The Internet has given rise to information-based businesses that create value by accumulating pools of data captured from many sources. Indeed, the collection and analysis of vast amounts of consumer data has become the engine…more

Competition, Data Collection, EU, EU Data Protection Laws, European Commission

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Credit Risk Retention – Joint Regulatory Re-Proposed Rules

On August 28, 2013, six federal agencies1 jointly re-proposed rules to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which was added by…more

Dodd-Frank, Financial Regulatory Reform, Proposed Regulation, Risk Retention, Securities Exchange Act

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“Yeah, Well, That’s Just, Like, Your Opinion”:  Supreme Court Limits Securities Liability for Opinions in Omnicare

Echoing a famous epistemological observation from The Big Lebowski, the Supreme Court today rejected the argument, for the most part, that a statement of opinion stands on the same footing as a statement of fact.The Court held…more

Issuers, Omnicare, Omnicare v Laborers District Council, Registration Statement, SCOTUS

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NBA Team Owner Mark Cuban “Talks Trash” After Defense Verdict

Following a defense verdict in the insider trading case brought against him by the SEC, Dallas Mavericks owner Mark Cuban has not been sitting on the bench—but rather using his blog to stay on the offensive. Since the October…more

Insider Trading, SEC, Sports

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Post Termination Restrictions: Always Consider Consideration

The recent case of Re-Use Collections Ltd v Sendall [2014] EWHC 3852 (QB) is a timely reminder to employers everywhere of the importance of providing meaningful consideration when attempting to tie-up existing employees with new…more

Consideration, Employment Contract, Hiring & Firing, Restrictive Covenants, Termination

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SEC Issues Guidance Regarding Standards Applicable to Waivers of Disqualification under Regulation A and Rules 505 and 506 of Regulation D

The disqualification provisions of Rules 262 and 505 under the Securities Act make the exemptions from registration under Regulation A and Rule 505 of Regulation D unavailable for an offering if, among other things, an issuer,…more

Corporate Issuers, Disqualification, Good Cause, Issuers, New Guidance

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Policy Observer - September 2014

All Sums or Pro Rata: Did You Get the Coverage You Bought? In recent decades, liabilities stemming from long-term bodily injury or property damage—as from exposure to asbestos or contamination of the environment—have…more

Asbestos, Bodily Injury, Commercial General Liability Policies, Contamination, Pro Rata Sharing

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High Tax Rates Spur the Allure of Deferred Compensation

There are a number of reasons why executives choose to defer the payment of current compensation under a nonqualified deferred compensation plan. For example, some executives do not need the compensation to be paid currently,…more

Deferred Compensation, Executive Compensation, Income Taxes, Tax Rates

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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

Bankrtupcy Preferences, Bankruptcy Code Section 547, Bankruptcy Court, Chapter 11, Chapter 9

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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

Bankrtupcy Preferences, Bankruptcy Code Section 547, Bankruptcy Court, Chapter 11, Chapter 9

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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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IRS Announces That It Will No Longer Refund FICA Taxes on Severance Payments

The IRS recently announced that severance payments are taxable wages under FICA, and thus employers who seek tax refunds on those payments will be denied. The IRS’s position reflects the United States Supreme Court’s ruling in…more

FICA Taxes, Hiring & Firing, IRS, Quality Stores, SCOTUS

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Delaware Chancery Court Revives Repurchase Litigation

On January 12, 2015, Vice Chancellor Laster of the Delaware Chancery Court granted the plaintiff’s motion for reargument and revived the breach of contract claims that the court had previously held to be untimely in Bear Stearns…more

Bear Sterns, Breach of Contract, JPMorgan Chase, Repurchases, Statute of Limitations

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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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The Supreme Court's Omnicare Decision: Implications And Remaining Questions Regarding When Opinions Are Actionable Under The Federal Securities Laws

On March 24, 2015, the Supreme Court issued its much anticipated decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, No. 13-435, 2015 WL 1291916 (Mar. 24, 2015). With some significant…more

Good Faith, Issuers, Material Misstatements, Omnicare, Omnicare v Laborers District Council

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Eighth Circuit Issues Landmark Insurable Interest Ruling

March 13, 2015 – This morning the United States Court of Appeals for the Eighth Circuit handed down a game-changing ruling with major implications for the life settlements industry. The Eighth Circuit’s decision in PHL Variable…more

Declaratory Judgments, Insurable Interests, Life Insurance, Settlement, Statute of Limitations

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In Fontainebleau Appeal, Eleventh Circuit Confirms That Term Lenders Lack Standing To Enforce Revolving Lenders’ Commitments

Last week, the Eleventh Circuit Court of Appeals held that lenders in syndicated credit facilities do not have standing to enforce the funding commitment that other lenders owe to the borrower in the absence of specific…more

Appeals, Article III, Borrowers, credit, Injury-in-Fact

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Focus Regolamentare: Nuovo Criterio Attributivo Del Rating Di Legalita’

Il 4 luglio 2014 è entrato in vigore il nuovo “Regolamento attuativo in materia di rating di legalità”, adottato con delibera dall’Autorità Garante della Concorrenza e del Mercato (“AGCM”) del 5 giugno 2014, n. 24953,…more

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To Prosecute Or Not To Prosecute? Limiting Exposure Of Trade Secrets During Criminal Prosecutions

Trade Secrets Watch previously outlined the benefits and potential risks of referring a case of trade secrets theft to the government for criminal prosecution. One of the most important downsides to consider is that the victim…more

Criminal Prosecution, Trade Secrets

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The German Federal Labor Court (Bundesarbeitsgericht – BAG) rejects doubtful discrimination complaints

Even if a potential Employer does not know that an applicant is unsuitable for the offered job from an objective point of view, compensation claims based on discrimination would not be granted. The first comprehensive…more

Discrimination, Employer Liability Issues, Hiring & Firing, Job Applicants

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Appointment of a Data Protection Officer in Germany: You Wanna Avoid Trouble? Then Make Sure You Appoint the Right Person!

Data protection law is on the rise. Courts as well as local authorities become increasingly sensitive to the misuse of any individual’s personal data that applicable statutory provisions in Germany, such as the Federal Data…more

Cybersecurity, Data Protection, EU, Popular

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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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DECRETO CD. SBLOCCA ITALIA (D.L. 133/2014)

La presente newsletter analizza alcune delle novità introdotte dal Decreto Legge n. 133 cd. "Sblocca Italia" entrato in vigore il 13 settembre 2014. 1. Panoramica sul Decreto Sblocca Italia - Il 12 Settembre scorso è…more

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Beyond Basic: Shareholder Litigation Without Fraud-On-The-Market

Will shareholder litigation survive the abandonment of the fraud-on-the-market presumption of reliance? After the Supreme Court’s announcement that it will be considering the presumption in Halliburton Co. v. Erica P. John…more

Fraud-on-the-Market, Rebuttable Presumptions, Securities Exchange Act, Shareholder Litigation, Shareholders

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Policyholder Observer

Encryption Flaw "Heartbleed" Creates Data Risk: How Insurance Can Stanch the Bleeding - In early April, news broke of an encryption flaw named “Heartbleed” that exposed companies to data breaches for over two and one half…more

Asbestos, Asbestos Litigation, Commercial General Liability Policies, Cyber Insurance, Cybersecurity

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PTAB Allows Petitioner to Join Its Own Previously Filed Inter Partes Review

In Target Corp. v. Destination Maternity Corp., IPR2014-00508, the Patent Trial and Appeal Board (PTAB) granted Target Corporation’s Request for Rehearing on its previously denied Motion for Joinder, and ultimately granted…more

Inter Partes Review Proceedings, Joinder, Patent Trial and Appeal Board, Patents, Target

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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

Moveable Parcels, New Legislation, Russia

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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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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

Bankrtupcy Preferences, Bankruptcy Code Section 547, Bankruptcy Court, Chapter 11, Chapter 9

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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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Le novità introdotte dal Decreto Crescita: Minibond, concessione di finanziamenti e cartolarizzazione dei crediti

In data 24 giugno 2014, è stato pubblicato in Gazzetta Ufficiale n. 144, il decreto legge 24 giugno 2014 n. 91 (il "Decreto Crescita") che introduce: (i) misure a favore delle emissioni di obbligazioni societarie; (ii)…more

Bonds, Corporate Taxes

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U.S. Supreme Court Holds Security Screenings Are Not Compensable Under the FLSA

In a long awaited 9-0 decision, the U.S. Supreme Court held that employers are not required to compensate employees for time spent waiting for and undergoing security screenings (aka bag checks) under the Fair Labor Standards…more

FLSA, Integrity Staffing v Busk, SCOTUS, Security Checks, Wage and Hour

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Class Action Lawsuits: In Vogue? High Fashion Gets Hit with Wage and Hour Class Action Lawsuits over Unpaid Internship Programs

Sportswear-inspired designs, bold prints, and gingham aren’t the only things trending for Spring 2015 in the fashion world. Judging from a recent wave of lawsuits, wage and hour class actions are trending as well. Over the past…more

Burberry, Calvin Klein, Class Action, Employer Liability Issues, Fashion Industry

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Petition For Writ of Certiorari

Questions Presented: 1. In 1969, this Court held in Red Lion Broadcasting Co. v. FCC, 395 U.S. 367 (1969), that the First Amendment permits the government to restrict the speech of broadcasters in ways that this Court…more

Certiorari, FCC, First Amendment, Free Speech, SCOTUS

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Nosal Returns to the Ninth Circuit Posing the Question: Is a Password a Sufficient “Technological Access Barrier” Under the CFAA?

Observers following the legal issues surrounding the prosecution of David Nosal will be watching closely in 2015 as the former Korn Ferry executive returns to the Ninth Circuit to appeal his 2013 conviction on three counts of…more

Appeals, CFAA, Computer Fraud and Abuse Act, Passwords, Theft

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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

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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Orrick's Antitrust and Competition Newsletter (Global) - February 2015

DOJ’s Approval of Revisions to IEEE’s Standard-Setting Policies Provides Guidance for SSOs, Patent Holders, Licensees and Courts - On Feb. 2, 2015, the U.S. Department of Justice issued a business review letter that…more

Antitrust Litigation, Cartels, DOJ, EU, FTAIA

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Reverse Payment Settlements Now Subject to Antitrust Scrutiny, But Lower Courts Left to Fill in the Blanks

Earlier this week in FTC v. Actavis, No. 12-416 (U.S. Jun. 17, 2013), the Supreme Court handed down its long-anticipated ruling on “reverse payment” or “pay-for-delay” agreements, holding that these agreements—while not…more

Antitrust Litigation, FTC, FTC v Actavis, Generic Drugs, Hatch-Waxman

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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

Bankrtupcy Preferences, Bankruptcy Code Section 547, Bankruptcy Court, Chapter 11, Chapter 9

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We Have Your Data. Pay Up or Else…

You wake on a Tuesday morning expecting to have an average day at work. You are skimming through the emails that came in while you were asleep, when you notice an email from one of your employees. He is not only giving his…more

Confidential Information, Data Protection, Extortion, Former Employee, Hiring & Firing

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New York State Charges Ahead on Critical Infrastructure Cybersecurity Legislation

On Feb. 26, 2015, in an effort to make “New York State’s computer infrastructure the most secure in the nation,” the New York State Senate passed a suite of four cybersecurity-related bills focused on protecting critical…more

Critical Infrastructure Sectors, Cybersecurity, Disclosure Requirements, Information Sharing, Popular

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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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Orrick's Global Real Estate Roundup - February 2013

As we look back on a busy fourth quarter 2012 that saw a flurry of deal closings in the final weeks of the year for core and value-added commercial properties in the US, an active transaction pipeline is already ramping up for…more

CMBS, Commercial Real Estate Market, Foreign Investment, Fund Formation, REIT

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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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NEW YEAR’S RESOLUTION EDITION: As Americans Trudge To The Gym, We Review Trade Secrets Fights In The “New You” Industry

The gyms are packed, the diet cookbooks are flying off the shelves, and smokers are struggling to kick the habit. It’s the resolution season, and surveys say half of the top 10 most popular new year’s goals aim for better…more

Health, Stored Communications Act, Trade Secrets, Weight-Loss Products

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The MCDC Initiative: Round One Is Underway

The clock will strike on the first self-report deadline under the SEC’s Municipalities Continuing Disclosure Cooperation Initiative (the “MCDC Initiative”) at 12:00 a.m. EST on September 10, 2014. Under the MCDC Initiative,…more

Disclosure Requirements, MCDC, Municipal Securities Market, SEC, Underwriting

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SEC’s Administrative Proceedings: Where One Stands Appears to Depend on Where One Sits

As we have previously reported, practitioners and judges alike have recently been questioning the SEC’s increased use of administrative proceedings. Defense lawyers complain that administrative proceedings, which have…more

Administrative Hearings, Dodd-Frank, Enforcement Actions, Judge Rakoff, SEC

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Emerging Companies - Germany

"INVEST" - Changes in the Government backed program for venture funding - Last year the German Government introduced a program to support venture seed and pre-seed investments into innovative start-ups from private…more

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Federal Reserve Board Extends Comment Period

On February 26, the Federal Reserve Board extended until April 3 the comment period for its proposed rule to implement capital surcharges for the largest, most systemically important U.S. bank holding companies…more

Bank Holding Company, Federal Reserve, Proposed Regulation, SIFIs

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Striking the Balance: Mary Jo White Says the SEC’s Process for “Well-Known Seasoned Issuer” Waivers Is Fair, But Signals a Renewed Focus on Targeting Individual Wrongdoing

In a speech last Thursday, SEC Chair Mary Jo White publicly addressed the issue of whether the SEC has been too lax in granting waivers to large corporations that are subject to certain restrictions under the Well-Known Seasoned…more

Accredited Investors, Bad Actors, Private Offerings, SEC, Securities Act of 1933

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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

Moveable Parcels, New Legislation, Russia

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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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Orrick World: A Quarterly Report of Global Employment Law Issues for Multinationals - Fall 2013

Asia Employment Law Update - Labor Contract Law Amendments on Dispatch Employees Come Into Effect - Implementation Details Still Uncertain: During July 2013, the Decision on Amending the Labor Contract Law of the…more

China, EU, Financial Regulatory Reform, Foreign Nationals, International Labor Laws

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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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Striking the Balance: Mary Jo White Says the SEC’s Process for “Well-Known Seasoned Issuer” Waivers Is Fair, But Signals a Renewed Focus on Targeting Individual Wrongdoing

In a speech last Thursday, SEC Chair Mary Jo White publicly addressed the issue of whether the SEC has been too lax in granting waivers to large corporations that are subject to certain restrictions under the Well-Known Seasoned…more

Accredited Investors, Bad Actors, Private Offerings, SEC, Securities Act of 1933

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The Supreme Court's Omnicare Decision: Implications And Remaining Questions Regarding When Opinions Are Actionable Under The Federal Securities Laws

On March 24, 2015, the Supreme Court issued its much anticipated decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, No. 13-435, 2015 WL 1291916 (Mar. 24, 2015). With some significant…more

Good Faith, Issuers, Material Misstatements, Omnicare, Omnicare v Laborers District Council

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New Law Puts California Businesses On The Hook For Wage And Workers’ Compensation Claims By Temporary Workers Employed By Staffing Agencies

A new law exposes California businesses to potential liability for claims by temporary workers. On September 28, 2014, Governor Brown signed into law AB 1897, which created California Labor Code § 2810.3. The new law requires…more

Contractors, Employee Rights, Employer Liability Issues, Temporary Employees, Wage and Hour

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UPDATE – Uniform Trade Secrets Act Preemption: The Debate Continues… With Possible Implications for Punitive Damages?

Just over one year ago, we noted the continued and vibrant debate among state and federal courts over whether the Uniform Trade Secrets Act (“UTSA”) preempts other claims based on the misappropriation of information when that…more

Misappropriation, Preemption, Trade Secrets, Uniform Trade Secrets Acts

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Looking Past The Labels: Bank’s Disgorgement Payment To SEC Not Necessarily Excluded From D&O Coverage

In 2006, Bear Stearns agreed to a $250 million “neither admit nor deny” settlement with the SEC to settle charges that it facilitated late trading and deceptive market timing by its hedge fund customers…more

Bear Sterns, D&O Insurance, Disgorgement, Hedge Funds, Neither Admit Nor Deny Settlements

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WHAT’S GOOD FOR THE GOOSE IS GOOD FOR THE GANDER – Parties Seeking To Depose Foreign-Based Witnesses In The U.S. Should Be Prepared To Have Their Own Witnesses Testify In The U.S.

Parties suing in the United States with foreign-based witnesses take heed, as you may find your foreign-based witnesses traveling to the United States for depositions. On February 12, 2015, Magistrate Judge Paul Grewal issued…more

Depositions, Foreign Nationals, International Travel, Litigation Fees & Costs, Travel Expenses

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Trustee Representation and Warranty Suit against Morgan Stanley Will Proceed

On November 24, Justice Marcy Friedman of the Supreme Court for the State of New York partially dismissed U.S. Bank’s suit against sponsor Morgan Stanley Mortgage Capital and originator Greenpoint Mortgage Funding in connection…more

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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

Bankrtupcy Preferences, Bankruptcy Code Section 547, Bankruptcy Court, Chapter 11, Chapter 9

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Oh, F*©k No: Administrative Law Judge Rules that Employees’ Expletive-Laced Facebook Posts are not Protected Under the National Labor Relations Act

With the increasing prominence of social media, employers have been rightfully concerned about the impact of employees’ out-of-work statements on the work place—particularly when it comes to the reputation of the employer. In…more

NLRA, NLRB, Protected Concerted Activity, Social Media, Social Media Policy

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Will You Blow The Whistle Or Should I? The SEC Grants An Award to a Whistleblower Who Learns of Fraud From Another Employee.

Last week, the Securities and Exchange Commission announced an award payout of between $475,000 and $575,000 to a former company officer who reported information about an alleged securities fraud. While this is by no means the…more

Corporate Officers, SEC, Whistleblower Awards, Whistleblowers

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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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Medical Marijuana Cards: A New Scarlet Letter? First-of-its-Kind Lawsuit in Rhode Island Claims that Employer Discriminated on Basis of Medical Marijuana Cardholder Status

A Rhode Island graduate student has filed a lawsuit against a textile company, alleging that it discriminated against her because she used medical marijuana. The complaint, filed by the local ACLU chapter on behalf of University…more

ACLU, ADA, Anti-Discrimination Policies, Corporate Counsel, Discrimination

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Additional Avenues May Be Available for Federal Regulators to Curtail Deceptive Practices in High Frequency Trading

We first heard about the SEC’s increased focus on high-frequency trading in June 2014 when the SEC announced its desire to promulgate new rules on high frequency trading to address the lack of transparency in dark pools and…more

Commodities Exchange Act, Dark Pool, Disruptive Trading Practices, Front-Running, High Frequency Trading

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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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The Supreme Court's Omnicare Decision: Implications And Remaining Questions Regarding When Opinions Are Actionable Under The Federal Securities Laws

On March 24, 2015, the Supreme Court issued its much anticipated decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, No. 13-435, 2015 WL 1291916 (Mar. 24, 2015). With some significant…more

Good Faith, Issuers, Material Misstatements, Omnicare, Omnicare v Laborers District Council

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Unpaid Leave (Sabbatical) Triggers Days of Paid Vacation in Germany

Like in other countries, the parties to an employment agreement in Germany are free to agree on a sabbatical – a defined period during which the employment relationship is suspended. The employee is released from his active…more

Employer Liability Issues, Sabbatical, Unpaid Leave

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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

Bankrtupcy Preferences, Bankruptcy Code Section 547, Bankruptcy Court, Chapter 11, Chapter 9

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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

Bankrtupcy Preferences, Bankruptcy Code Section 547, Bankruptcy Court, Chapter 11, Chapter 9

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Show Me The Money: Yes, Even Corporate Officers Can Collect Dodd-Frank Bounty Awards

On March 2, 2015, the SEC announced a whistleblower bounty award of between $475,000 and $575,000, its 15th under the Dodd-Frank whistleblower program. While the SEC’s order is scant on detail, it does disclose that the award…more

Corporate Officers, Dodd-Frank, Popular, SEC, Whistleblower Awards

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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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Fraud-on-the-Market Lives On: Halliburton Co. v. Erica P. John Fund, Inc.

On June 23, 2014, the U.S. Supreme Court issued its second decision in Halliburton Co. v. Erica P. John Fund, Inc., __U.S. __(2014), 2014 WL__ (U.S. June 23, 2014) ("Halliburton II"). In this widely anticipated decision, the…more

Basic v Levinson, Class Action, Fraud, Fraud-on-the-Market, Halliburton

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Further Guidance on Pre-IPO Investments from the Hong Kong Stock Exchange

Introduction - It is common for financial investors such as private equity funds and hedge funds to invest in unlisted securities of private companies (e.g., through the subscription of convertible debt instruments,…more

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Le novità introdotte dal Decreto Crescita: Minibond, concessione di finanziamenti e cartolarizzazione dei crediti

In data 24 giugno 2014, è stato pubblicato in Gazzetta Ufficiale n. 144, il decreto legge 24 giugno 2014 n. 91 (il "Decreto Crescita") che introduce: (i) misure a favore delle emissioni di obbligazioni societarie; (ii)…more

Bonds, Corporate Taxes

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Eleventh Circuit: Restaurant’s Stolen Recipe Claims Are Stale

It should be obvious that if you want trade secret protection, you shouldn’t wave your purported trade secret around in public. Likewise, if you see someone openly disclosing your trade secret on television, you should probably…more

Restaurant Industry, Ripeness, Trade Secrets, UTSA

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