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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A Fraud By Any Other Name: Seventh Circuit Holds That SLUSA Extends to Class Actions That Could Be Pursued Under Federal Securities Fraud Laws

A divided panel of the Seventh Circuit recently held that the Securities Litigation Uniform Standards Act (“SLUSA”) requires any covered class action that “could have been pursued under federal securities law” to be brought in…more

Bank of America, Breach of Duty, Class Action, Fees, Fiduciary Duty

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National Bank Charters for Fintech Companies

"Technology-based products and services are the future of banking and the economy." "What excites me most about the changes occurring in financial services is the great potential to expand financial inclusion, reach…more

Bank Secrecy Act, Banking Sector, BSA/AML, Consumer Financial Products, Financial Services Industry

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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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HALLOWEEN TREAT: Judge’s October 31 Order Adds $21 Million to Jury’s $70 Million Award for Trade Secret Theft

On October 31st of this year, a district judge in Massachusetts granted a motion for enhanced damages in a theft of trade secrets case, adding an additional $21 million to a $70 million jury award. The theft of trade…more

Enhanced Damages, Injunctive Relief, Intellectual Property Protection, Medical Devices, Misappropriation

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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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UK Shale: Full Steam Ahead for Fracking?

On 6 October 2016, the UK's Secretary of State for Communities and Local Government, Sajid Javid, overruled local councillors on appeal and approved Cuadrilla's plans to explore for shale gas in Lancashire. Cuadrilla has been…more

Energy, Energy Exploration, Energy Sector, Environmental Policies, Fracking

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New IRS Corrections Guidance Puts A Premium On Careful Qualified Plan Drafting

On September 29, 2016, the Internal Revenue Service (IRS) issued Revenue Procedure 2016-51 (Rev. Proc. 2016-51), which updates the Employee Plans Compliance Resolution System (EPCRS) and changes how sanctions will be determined…more

Determination Letter, Employee Benefits, EPCRS, IRS, Qualified Retirement Plans

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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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The Gorsuch Nomination: The Return of the Business Friendly Court?

Assuming Judge Gorsuch's confirmation, the Court will add a Justice with extensive commercial litigation experience, a particular expertise in antitrust and securities law, and a track record on the bench that demonstrates a…more

Administrative Authority, Administrative Review Board, Arbitration, Arbitration Agreements, AT&T Mobility v Concepcion

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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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Gordon v. Verizon: New York Parts Company with Delaware

On February 2, 2017, the New York Appellate Division, First Department, issued a decision in Gordon v. Verizon Communications, Inc., No. 653084/13, 2017 WL 442871 (1st Dep’t 2017), approving the settlement of litigation over an…more

Acquisitions, Breach of Duty, Bylaws, Class Action, Corporate Counsel

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Road Map to Europe II - Bridging the Documentation Gap Between the US and Europe in Venture Capital Transactions

It's a common issue: a US venture capitalist and a European company agree on the commercial terms of an investment transaction and think that the hard work is done but quickly find themselves at an impasse over the way the…more

Bylaws, Certificates of Incorporation, Companies Act, Disclosure Requirements, Documentation

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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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Big Changes Could Be Coming in Class Action Litigation

On February 10, 2017, U.S. Rep. and House Judiciary Committee Chairman, Bob Goodlatte (R-Va), introduced a new version of his Fairness in Class Action Litigation Act of 2017 (H.R. 985) (the "Act"). The Act, while bearing the…more

Attorney's Fees, Class Action, Class Certification, Class Members, Conflicts of Interest

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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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SEC Reportedly Centralizing Authority to Issue Formal Investigation Orders

According to a report in the Wall Street Journal, the acting Chairman of the Securities and Exchange Commission has centralized authority to issue formal orders of investigation – a critical authority that triggers the ability…more

Administrative Appointments, Administrative Authority, Enforcement Actions, Financial Markets, Financial Sector

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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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New IRS Corrections Guidance Puts A Premium On Careful Qualified Plan Drafting

On September 29, 2016, the Internal Revenue Service (IRS) issued Revenue Procedure 2016-51 (Rev. Proc. 2016-51), which updates the Employee Plans Compliance Resolution System (EPCRS) and changes how sanctions will be determined…more

Determination Letter, Employee Benefits, EPCRS, IRS, Qualified Retirement Plans

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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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DFARS and DIB: Compliance Steps for DoD’s Newly Finalized Cybersecurity Rules for Contractors

For businesses that work with the U.S. Department of Defense (“DoD”), two important rules for safeguarding certain categories of sensitive information and reporting cyber incidents were recently finalized, updating the interim…more

Cloud Computing, Cybersecurity, Data Protection, Data Security, Department of Defense (DOD)

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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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Class Action Quarterly Update - Fall 2016

Class action filings during the fall of 2016 continued to be dominated by Telephone Consumer Protection Act (“TCPA”) cases. As of October 1, 2016, nearly 150 cases have been filed; these filings are both daily in frequency and…more

Auto Manufacturers, Automotive Industry, Carbon Emissions, Class Action, Cybersecurity

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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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Higher Education, Exempt Organization & Governmental Financings - Tax Presentation

Qualified Equity - Allocation & Accounting Rules for Private Business Use - New Treasury Regulations regarding measurement and allocation of private business use (PBU) benefit universities that finance a…more

Accounting, Bonds, Educational Institutions, Equity, Health Care Providers

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Class Action Against Lending Club and WebBank Headed to Defeat

On Monday, a federal district court in the Southern District of New York granted a motion to compel arbitration in Bethune v. Lending Club Corporation, et al., a closely watched putative class action raising important issues for…more

Arbitration, Arbitration Agreements, Banking Sector, Banks, Consumer Lenders

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Diamonds Are Forever, but Joint Ventures Are Not: Court Finds Claims Preempted by CUTSA in Business Deal Gone Bad

The holiday season is officially upon us: peppermint mochas have popped up on coffee shop menus, carols ring from department store speakers, and you can’t turn on the television without seeing at least three diamond commercials…more

Interference Claims, Joint Venture, Minerals, Misappropriation, Motion to Dismiss

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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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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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Game Over for NCAA Student Athletes Seeking Employee Status? 7th Circuit Affirms Dismissal of U. Penn Athletes’ FLSA Complaint

On December 5, 2016, the Seventh Circuit affirmed dismissal of a complaint filed by two University of Pennsylvania track and field athletes against the National Collegiate Athletic Association, the university, and more than 120…more

Colleges, Employee Definition, FLSA, Minimum Wage, NCAA

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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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Annual Reporting Requirements for Incentive Stock Options and Employee Stock Purchase Plans

Annual Information Statements and IRS Returns - Requirement to Report - For (1) any exercise of an incentive stock option ("ISO") during 2016 or (2) transfer during 2016 of a share previously purchased pursuant to a…more

Annual Reports, Compensation & Benefits, Electronic Filing, Employee Benefits, Employee Stock Purchase Plans

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Baring It All: Judge Orders Swingers’ Club to Produce Email Distribution List

A recent case in the Southern District of Florida serves as a reminder that even trade secrets may be subject to production to opposing counsel. Magistrate Judge Jonathan Goodman recently ordered a defendant “swingers’” club to…more

Adult Entertainment, Confidential Information, Customer Lists, Discovery, Evidence

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Six Crucial Points About the Prohibition on Chinese Investors' Acquisition of U.S. Aixtron Operations

On December 2, President Obama, acting under the Exon-Florio law, blocked the planned acquisition by China's Fujian Grand Chip Investment Fund LP ("Fujian Grand Chip"), a Chinese investment fund, of the U.S. operations of German…more

Acquisitions, CFIUS, China, Corporate Counsel, Defense Production Act

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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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Not So Fast: The Tenth Circuit Creates a Split by Denying the Constitutionality of the SEC’s Administrative Law Judges

Just before the clock struck 2017, the United States Court of Appeals for the Tenth Circuit weighed in on the constitutionality of the United States Securities and Exchange Commission’s (“SEC” or “Commission”) administrative law…more

Administrative Proceedings, ALJ, Appointments Clause, Constitutional Challenges, Enforcement Actions

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Does Your Insurance Cover Phishing Attacks and Business Email Compromise? The Uncertainty Continues…

The coverage landscape for “Business E-mail Compromise” (BEC) scams remains somewhat tenuous, as organizations and carriers continue to battle in court over the extent of coverage. Although recent positive, policyholder-friendly…more

Appeals, Bank Accounts, Corporate Counsel, Cyber Attacks, Cyber Crimes

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California Divide: What California Employers Can Expect In 2017

As California goes, so goes the nation. When it comes to employment law, the Golden State is continuing down a path of increased regulation. With 2017 right around the corner, here are some new laws California employers must…more

Background Checks, DLSE, Domestic Violence, Employee Restrooms, Equal Pay

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IRS Releases New Regulations Regarding Dividend Equivalents

On January 19, 2017, the Internal Revenue Service (the “IRS”) issued final, temporary, and proposed regulations (the “Regulations”) under section 871(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Code…more

Consumer Financial Products, Derivatives, Dividend-Equivalent Transactions, Exchange-Traded Products, Financial Markets

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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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California Debt Limit Allocation Committee Releases Proposed Regulations

This client alert discusses some of the more significant changes that could affect issuers and borrowers in connection with awards of volume cap if the proposed regulations were adopted in their current form. The…more

Bonds, Construction Industry, Contractors, Filing Fees, HUD

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A Defendant’s Understanding of Infringement Contentions Is Not Enough To Comply With The Patent Local Rules

Order Granting Motion to Strike, Staying Discovery, and Granting Leave to Amend, GeoVector Corporation v. Samsung Electronics Co. Ltd, Case No. 16-cv02463-WHO (Judge William H. Orrick) - Albert Einstein once noted: “Any…more

Discovery, Indirect Infringement, Leave to Amend, Local Rules, Mobile Apps

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Uber Rolls Along, Despite Driver Challenges to its Arbitration Agreement

Companies operating in the “on-demand” or “gig economy” have enjoyed tremendous success in recent years, as emerging technologies and shifts in consumer tastes have buoyed their growth. These companies span a cross-section of…more

Arbitration, Arbitration Agreements, Corporate Counsel, Gig Economy, NLRA

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DC Circuit Strikes Down CFPB Leadership Structure

On October 11, 2016 the D.C. Circuit in PHH Corporation v. CFPB, No. 15-1177, struck down the Consumer Financial Protection Bureau's (CFPB) leadership structure as unconstitutional. In short, the court ruled that Congress may…more

Administrative Proceedings, Article II, Banking Sector, CFPB, Constitutional Challenges

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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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Supreme Court Deflates Sino Legend Cert Petition

On Monday, January 9, the Supreme Court denied a petition for certiorari from Sino Legend Chemical Co., Ltd., concluding litigation that began with a Section 337 complaint filed more than four-and-a-half years ago by SI Group,…more

ALJ, China, Extraterritoriality Rules, Intellectual Property Protection, ITC

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Final Treasury Regulations Defining Issue Price

For a variety of reasons related to arbitrage, it often is important to identify the "issue price" of tax-exempt bonds with precision and certainty. Existing Treasury Regulations generally allow the "issue price" of publicly…more

Arbitrage, Bond Issuers, Bonds, IRS, New Regulations

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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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Court Order to U-Haul: Haul Your Non-Compete Clauses Out of California

A California appellate court recently upheld a permanent injunction in Robinson v. U-Haul Company of California barring U-Haul from enforcing its non-compete covenants in California. U-Haul also was required to pay over $800,000…more

Attorney's Fees, Contract Terms, Corporate Counsel, Dealers, Employer Liability Issues

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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 (IPR) Proceeding, Microsoft

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Midnight Regulations Provide Oil & Gas MLPs with Favorable Answers; New Administration Immediately Withdraws

On January 19, 2017, less than 24 hours before the change of administration, the IRS and Treasury released much-anticipated final regulations under Code section 7704(d)(1)(E) setting parameters for qualifying income for publicly…more

EIA, Energy Sector, Executive Orders, Final Rules, 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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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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EEOC Issues First Update on National Origin Discrimination Since 2002

In its first update in 14 years, the U.S. Equal Employment Opportunity Commission (EEOC) issued new Enforcement Guidance on National Origin Discrimination (“Enforcement Guidance”) on November 21, 2016, replacing its 2002…more

EEOC, Employer Liability Issues, Harassment, Hiring & Firing, National Origin

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DTSA Immunity: A plaintiff’s dream or a burdensome nightmare?

If you are a regular reader of TSW, you know we have been monitoring developments relating to the Defend Trade Secrets Act of 2016 (DTSA). While the Northern District of California was the first court to enter a written opinion…more

Confidential Information, Defend Trade Secrets Act (DTSA), Immunity, Intellectual Property Protection, Misappropriation

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From Swimsuits to Grass Fed Beef: A New Direction for Labor?

The United States Senate is slated to consider Andrew (Andy) Puzder, CEO of CKE Restaurants, as the next Secretary of Labor (“DOL”). Although his confirmation hearing which was set for February 7, 2017 has been delayed…more

DOL, Fiduciary Rule, Joint Employers, Minimum Wage, Over-Time

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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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New lending opportunities for EU Alternative Investment Funds in Italy

On 23 December 2016, the Bank of Italy supplemented the regulation on the collective investment management (the "Regulation") which, inter alia, implements article 46-ter of Legislative Decree. n. 58/1998 ("Consolidated…more

AIFM, Alternative Investment Funds, Bank of Italy, Collective Investment Schemes, Contract Terms

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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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Amendments to California PACE Financing Statutes Become Effective January, 1 2017

On January 1, 2017, certain amendments to California's current statutory schemes for authorizing Property Assessed Clean Energy (PACE) financing programs will become effective. The amendments primarily prescribe additional…more

Clean Energy, Energy Efficiency, Energy Sector, Financing, PACE

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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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Causing a Brouhaha: Trade Secrets Disputes in the Craft Beer Industry

In recent years, the craft beer craze has taken ahold of the country and has resulted in an explosion of new microbreweries and enthusiasts. Several websites, like BeerSmith, allow users to share recipes with others; other…more

Beer, Breweries, Intellectual Property Protection, Trade Secrets

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U.S. and Mexico Sign Bilateral Agreement to Promote Stability of Interconnected Power Grid

On January 7, 2017, the United States Department of Energy (DOE), the Federal Energy Regulatory Commission (FERC) and Mexico's Ministry of Energy (SENER), the Energy Regulatory Commission (CRE) and the National Center for Energy…more

Barack Obama, Canada, Cross-Border, DOE, Electricity

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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: Full Steam Ahead for Fracking?

On 6 October 2016, the UK's Secretary of State for Communities and Local Government, Sajid Javid, overruled local councillors on appeal and approved Cuadrilla's plans to explore for shale gas in Lancashire. Cuadrilla has been…more

Energy, Energy Exploration, Energy Sector, Environmental Policies, Fracking

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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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Ninth Circuit Smells a Rat and Reinstates Claim That Pharmaceutical Company Failed to Disclose Cancers in Animal Testing

The Ninth Circuit recently revived a securities class action against Arena Pharmaceuticals, issuing a decision with important guidance to pharmaceutical companies speaking publicly about future prospects for FDA approval of…more

Cancer, Class Action, Clinical Trials, Disclosure Requirements, Failure To Disclose

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New York Department of Financial Services Promulgates First-in-the-Nation State Cybersecurity Regulation

On February 16, 2017, the New York Department of Financial Institutions (“DFS“) promulgated a regulation that requires “Covered Entities” to establish and maintain a cybersecurity program designed to protect consumers and the…more

Covered Entities, Cybersecurity, Financial Institutions, Financial Services Industry, NYDFS

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Rating Agency Developments

On January 31, 2017, Moody’s updated its U.S. RMBS surveillance methodology. Report. On January 31, 2017, Moody’s updated its rating methodology for rated issuers in the telecommunications service provider industry…more

Moody's, Rating Agencies, RMBS

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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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National Bank Charters for Fintech Companies

"Technology-based products and services are the future of banking and the economy." "What excites me most about the changes occurring in financial services is the great potential to expand financial inclusion, reach…more

Bank Secrecy Act, Banking Sector, BSA/AML, Consumer Financial Products, Financial Services Industry

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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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“It’s a Free Country, Right?” Court Declines to Enjoin Ex-Free Country Ltd. Employees From Contacting Customers on Purloined Contact List

Within days of each other, your clothing company?Free Country Ltd.?loses two employees who decamp to a rival to set up a competing apparel line. You discover that just before leaving, they transferred some 50,000 documents to a…more

Client Data, Confidential Information, Defend Trade Secrets Act (DTSA), Fashion Industry, Intellectual Property Protection

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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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A Defendant’s Understanding of Infringement Contentions Is Not Enough To Comply With The Patent Local Rules

Order Granting Motion to Strike, Staying Discovery, and Granting Leave to Amend, GeoVector Corporation v. Samsung Electronics Co. Ltd, Case No. 16-cv02463-WHO (Judge William H. Orrick) - Albert Einstein once noted: “Any…more

Discovery, Indirect Infringement, Leave to Amend, Local Rules, Mobile Apps

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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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SEC Reportedly Centralizing Authority to Issue Formal Investigation Orders

According to a report in the Wall Street Journal, the acting Chairman of the Securities and Exchange Commission has centralized authority to issue formal orders of investigation – a critical authority that triggers the ability…more

Administrative Appointments, Administrative Authority, Enforcement Actions, Financial Markets, Financial Sector

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Seventh Circuit Holds that Insurers Cannot Challenge Policies for Lack of Insurable Interest

On October 12, 2016, the United States Court of Appeals for the Seventh Circuit, in an opinion authored by Judge Richard Posner, affirmed a district court decision finding that securities intermediary U.S. Bank, N.A. is entitled…more

Appeals, Bad Faith, Beneficiaries, Death Benefits, Insurance Industry

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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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Misappropriation Versus the Copyright Act: Round 2 in the Fifth Circuit

A few months ago, Trade Secrets Watch covered the GlobeRanger Corp. case in which the Fifth Circuit joined 10 other circuits in determining that the Copyright Act does not preempt state trade secret misappropriation claims. The…more

Copyright, Misappropriation, Patent-Eligible Subject Matter, Preemption, The Copyright Act

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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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Higher Education, Exempt Organization & Governmental Financings - Tax Presentation

Qualified Equity - Allocation & Accounting Rules for Private Business Use - New Treasury Regulations regarding measurement and allocation of private business use (PBU) benefit universities that finance a…more

Accounting, Bonds, Educational Institutions, Equity, Health Care Providers

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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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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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A New Chapter in the Cybersecurity? Is there a Role for Active Deterrence?

In the 1969 film Butch Cassidy and the Sundance Kid, after Butch and Sundance rob Union Pacific Railroad (“Union Pacific”) the first time, Union Pacific employs a stronger safe. After Butch and Sundance rob Union Pacific a…more

Cyber Attacks, Cyber Crimes, Cyber Threats, Cybersecurity, Data Breach

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New lending opportunities for EU Alternative Investment Funds in Italy

On 23 December 2016, the Bank of Italy supplemented the regulation on the collective investment management (the "Regulation") which, inter alia, implements article 46-ter of Legislative Decree. n. 58/1998 ("Consolidated…more

AIFM, Alternative Investment Funds, Bank of Italy, Collective Investment Schemes, Contract Terms

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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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SEC Reportedly Centralizing Authority to Issue Formal Investigation Orders

According to a report in the Wall Street Journal, the acting Chairman of the Securities and Exchange Commission has centralized authority to issue formal orders of investigation – a critical authority that triggers the ability…more

Administrative Appointments, Administrative Authority, Enforcement Actions, Financial Markets, Financial Sector

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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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DOJ and FTC Set Possible Criminal Liability Trap for HR Professionals

In an October surprise, the DOJ and FTC (collectively, the “Agencies”) released guidance for HR professionals on the application of the antitrust laws to employee hiring and compensation. The Agencies’ October 20, 2016 release,…more

Corporate Counsel, DOJ, FTC, Hiring & Firing, Human Resources Professionals

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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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Diamonds Are Forever, but Joint Ventures Are Not: Court Finds Claims Preempted by CUTSA in Business Deal Gone Bad

The holiday season is officially upon us: peppermint mochas have popped up on coffee shop menus, carols ring from department store speakers, and you can’t turn on the television without seeing at least three diamond commercials…more

Interference Claims, Joint Venture, Minerals, Misappropriation, Motion to Dismiss

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