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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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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Another Round of Favorable SEC Settlements, But Only for Underwriters that Self-Reported

The SEC has rolled out its second wave of enforcement actions against 22 municipal underwriting firms for alleged securities violations in municipal bond offerings in connection with its Municipalities Continuing Disclosure…more

Cease and Desist, Compliance, Disclosure Requirements, Due Diligence, Enforcement Actions

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The Federal Housing Finance Agency Releases Final Rule on Federal Home Loan Bank Membership

On January 12, 2016, the Federal Housing Finance Agency (“FHFA”) issued a final rule establishing new requirements for membership in the Federal Home Loan Banks (“FHLBanks”). The FHLBanks are 11 U.S. government-sponsored banks…more

Banking Sector, Captive Insurance Company, FHFA, FHLB, Housing Market

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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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Final TPP Language on Trade Secret Protection Disclosed

On October 5, 2015, years of protracted negotiations of the Trans-Pacific Partnership Agreement (“TPP”) concluded. The TPP is a proposed trade agreement between 12 Pacific Rim nations that lowers trade barriers such as tariffs,…more

China, Compliance, Cyber Espionage, Intellectual Property Protection, Popular

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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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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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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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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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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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Policyholder Insider Quarterly

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

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

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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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Orrick Technology IPO Insights - Q2 2015

After a slow start to initial public offerings in the first quarter of 2015, overall IPO activity began to pick up in the second quarter. However, concerns about turmoil in Greece, market declines in China and questions about…more

Audits, Board of Directors, China, Due Diligence, Federal Reserve

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Chancery Court Continues to Close the Door on Disclosure-Only Settlements and Fees (But Opens a Window for “Mootness Dismissals”)

As previously discussed here, in 2015, the Delaware Court of Chancery issued a number of decisions calling for enhanced scrutiny of “disclosure-only” M&A settlements that involve no monetary benefits to a shareholder class. For…more

Breach of Duty, Business Valuations, Disclosure, Fiduciary Duty, Mootness

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

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

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

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Orrick Technology IPO Insights - Q3 2015

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

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

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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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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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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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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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Forum Shopping No More? Oregon Joins Delaware in Upholding Exclusive Forum Bylaw Provision

On December 10, 2015, the Oregon Supreme Court held that an exclusive forum bylaw provision adopted unilaterally by a Delaware company’s board was a valid and enforceable contractual forum selection clause.  Importantly, the…more

Bylaws, Corporate Counsel, Delaware General Corporation Law, Forum Selection Clause, Forum Shopping

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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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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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In Trulia, Chancery Court Continues Crack Down on Disclosure-Only Settlements

It's a familiar story in M&A transactions. A merger is announced and, within days, the plaintiffs' bar scrambles to file suits on behalf of the selling company's stockholders, alleging that the seller's board agreed to an…more

Disclosure, Real Estate Market, Securities Litigation, Settlement, Trulia

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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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SEC Announces Settlement with State Street – and a Suit Against a Big Law Partner – for Pay-to-Play Scheme

On January 14, 2016, the SEC entered into two no-admit, no deny settlements regarding an alleged pay-to-play scheme to obtain contracts from the Treasury Office for the State of Ohio. The first was with State Street Bank and…more

Banking Sector, Campaign Contributions, Lobbyists, Pay-To-Play, SEC

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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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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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Investing in the Next “Big Thing” Just Got Easier – SEC Promulgates New Crowdfunding Rules

On October 30, 2015, the United States Securities and Exchange Commission (“SEC”) moved forward in implementing Title III of the JOBS Act and adopted new rules permitting companies to offer and sell securities to all potential…more

Capital Raising, Crowdfunding, Federal Register, Indiegogo, Initial Public Offerings

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Filer Beware! E-Filing Error Can Destroy Trade Secret Status

First rule of thumb in trade secrets litigation? A trade secret must be kept secret. It is painfully obvious, but modern practitioners must not grow complacent due to the convenience of electronic filing. Although trade secrets…more

Electronic Filing, Healthcare, Medicaid, Misappropriation, Non-Compete Agreements

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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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Are You Breaking The Rules? NLRB General Counsel Issues Extensive Report On Employer Rules and Handbooks

On March 18, 2015, the General Counsel of the National Labor Relations Board (NLRB) issued a report (General Counsel Memorandum GC 15-04) summarizing recent NLRB enforcement action regarding many common employment policies. The…more

Employee Handbooks, New Guidance, NLRA, NLRB, Popular

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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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Minimum Wage, Maximum Headache: California’s Minimum Wage Hits $10 in 2016. Are You Prepared?

As you brace for the New Year, don’t forget that California’s minimum wage will reach $10 per hour on January 1, 2016.  This latest increase is the final stage of the two-step legislation that increased the minimum wage from $8…more

Corporate Counsel, Minimum Wage, Notification Requirements, Rest and Meal Break, Wage and Hour

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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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Splitting the Baby: SCOTUS Ruling in Pregnancy Discrimination Suit Calls For Review of Pregnancy Accommodations

On March 25, 2015, the U.S. Supreme Court issued a decision in Young v. United Parcel Service, Inc., holding that the Pregnancy Discrimination Act (PDA) requires courts to consider the extent to which an employer’s policy treats…more

ADA, Disparate Treatment, PDA, Pregnancy Discrimination, Reasonable Accommodation

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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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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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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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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, Debtor-Creditor, Electronics, Insolvency, Retail Market

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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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For Here or To Go? Senators Introduce Bill to Ban Noncompete Agreements, Increase Mobility For Sandwich Makers and Other Low-Wage Workers

Congress is getting into the non-compete business.  Citing the use of non-compete agreements by companies such as Jimmy John’s sandwich shops, Senate Democrats recently introduced a bill—called the Mobility and Opportunity for…more

Class Action, DOL, FLSA, FTC, Hiring & Firing

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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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Where Have You Gone Dennis Kozlowski? Third Circuit Dismisses Tyco Employee’s Whistleblower Claim Over Excessive Corporate Spending

On February 2, 2016, the Third Circuit affirmed the dismissal of a long-running SOX whistleblower suit filed by Jeffrey Wiest, a former accounts payable manager for Tyco Electronics. The decision is the first in which the Third…more

Corporate Counsel, Dismissals, Hiring & Firing, Retaliation, Sarbanes-Oxley

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Hacking Your Rivals – Corporate Espionage in Major League Baseball

As we approach the dog days of summer, baseball season is again in full bloom. We previously discussed old-fashioned sign stealing in the context of teams trying to gain a competitive advantage during an actual game. But it…more

Baseball, Cardinals, CFAA, Confidential Information, Cyber Attacks

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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, FEHA, Jury Instructions

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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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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, Investment Funds, MOFCOM, PRC Labor Contract Laws

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One Man’s Trash Is Another Man’s Trade Secret? Idaho Supreme Court Rules Against Appellant Waste Disposal Company In Bid to Protect Contract Proposal As Trade Secret

In a case more notable for the fact that it reached Idaho’s Supreme Court than the final decision, the lower court’s dismissal of the plaintiff waste disposal company’s misappropriation of trade secrets claim was affirmed…more

Federal Contractors, Infringement, Misappropriation, Non-Disclosure Agreement, Summary Judgment

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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, Injury-in-Fact, Lenders

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Six Crucial Points About Iran Sanctions Liberalization

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

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

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2013 Updates to the FEHA California Pregnancy Regulations

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

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

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SEC 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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Policyholder Insider Quarterly

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

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

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Forum Shopping No More? Oregon Joins Delaware in Upholding Exclusive Forum Bylaw Provision

On December 10, 2015, the Oregon Supreme Court held that an exclusive forum bylaw provision adopted unilaterally by a Delaware company’s board was a valid and enforceable contractual forum selection clause.  Importantly, the…more

Bylaws, Corporate Counsel, Delaware General Corporation Law, Forum Selection Clause, Forum Shopping

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Policyholder Insider Quarterly

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

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

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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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EEOC Keeps Its Resolution to Litigate Company Wellness Programs Under ADA, Despite Recent Victory for Employers

With the holidays now behind, many employees view the New Year as an opportunity to lose weight, exercise more, or make any number of other resolutions to improve their health. And it’s not just individuals seeking healthier…more

ADA, EEOC, Health Insurance, Safe Harbors, Wellness Programs

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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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Summary of ISS 2016 Policy Announcements

Institutional Shareholder Services (ISS) issued new U.S. voting policies and an updated Equity Plan Scorecard FAQ, both effective for annual shareholder meetings occurring on or after February 1, 2016. This alert provides a…more

ISS, Proxy Season, Proxy Voting Guidelines, Shareholder Meetings, Shareholder Rights

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Monkey Business: A Primate Can’t Claim Copyright in Selfies

Order Granting Motions to Dismiss, Naruto, et al. v. Slater, et al., Case No. 15-cv-04324-WHO (Judge William Orrick) - Are photographic “selfies” a uniquely human conceit? Parties in a Northern District copyright lawsuit…more

Authorship, Copyright Infringement, Motion to Dismiss, PETA, Photographs

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Aviation Contractor Glides Away From Liability After Receiving Unsolicited Email Containing Trade Secrets

If a third party sends you someone’s trade secrets, and you delete them as soon as you know they’re trade secrets, you’re off the hook for misappropriation. That, in a nutshell, is what a Florida federal judge held on…more

Aviation Industry, Corporate Counsel, Dismissals, Misappropriation, Narcotics

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

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

Breach Notification Rule, Corporate Counsel, Encryption, Pending Legislation

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The ITC Flexes Its Trade Secrets Muscles Again

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

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

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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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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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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 - 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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D.C. Circuit Confirms: Attorney-Client Privilege Applies to Internal Investigations of Whistleblower Complaints Conducted at the Direction of Counsel

The ability to preserve privilege for highly sensitive internal investigations conducted at the direction of attorneys is alive and well. In a closely watched decision on the scope of the attorney-client privilege as applied to…more

Attorney-Client Privilege, Depositions, False Claims Act (FCA), Internal Investigations, Iraq

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

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

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

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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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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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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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What Can Brown Do For PAGA? Budget Proposal Seeks Greater Oversight of PAGA Claims

California Governor Jerry Brown’s administration recently submitted a budget proposal to the California Legislature that would increase State oversight of Private Attorneys General Act (PAGA) claims and amend the PAGA statute…more

PAGA, Regulatory Oversight, State Budgets

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Securing your Network: Claiming Contacts as Trade Secrets

The paradigmatic trade secret is something that is obviously technical, such as source code or the formula for Coke. Though trade secrets protection is not limited to technical trade secrets, it can sometimes be tricky to claim…more

Cal Code of Civil Procedure, Contacts List, Customer Lists, Discovery, Trade Secrets

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Where Have You Gone Dennis Kozlowski? Third Circuit Dismisses Tyco Employee’s Whistleblower Claim Over Excessive Corporate Spending

On February 2, 2016, the Third Circuit affirmed the dismissal of a long-running SOX whistleblower suit filed by Jeffrey Wiest, a former accounts payable manager for Tyco Electronics. The decision is the first in which the Third…more

Corporate Counsel, Dismissals, Hiring & Firing, Retaliation, Sarbanes-Oxley

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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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Policyholder Insider Quarterly

Five Lessons Health Care Companies Should Learn From Cyberattacks - The American health care industry is under attack by sophisticated hackers seeking access to electronic medical records. Since January, three health…more

Anthem Blue Cross, Banking Sector, Banks, BP, CERCLA

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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 Court, Chapter 11, Chapter 9, Commercial Bankruptcy

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I DECCS: La Bce Introduce Una Nuova Classe Di Attività Stanziabili

Il 27 agosto 2015 il Consiglio direttivo ha adottato l'Indirizzo BCE/2015/27 che modifica l'Indirizzo BCE 2015/510 sull'attuazione del quadro di riferimento della politica monetaria dell'Eurosistema (BCE/2014/60) (le…more

Business Assets, Debt Market, EU, European Central Bank, Financial Institutions

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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 (ECJ), Job Applicants

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