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

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

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

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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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Distressed Download

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

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

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O’ Really, Canada? Data Breach Log Rules Underway

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

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

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

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

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

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

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

Disclosure Requirements, Fines, Russia, Trade Secrets

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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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Washington’s Legislature Considers Limiting Non-Competes

According to the most recently available Census data, among those who moved from another state to Washington in the prior year, many times more people came up from California than from anywhere else. The Washington Legislature…more

Multi-Factor Test, Non-Compete Agreements, Pending Legislation, Public Policy, Trade Secrets

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

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

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

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

Car Accident, Employer Liability Issues, Going and Coming Rule

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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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Equity Trust Notches a Rare Defense Win in SEC Administrative Proceedings

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

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

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

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

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

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Orrick Technology IPO Insights - Q3 2015

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

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

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Distressed Download

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

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

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

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

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

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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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The Whistle Blows Again: SEC Pays Second Largest Whistleblower Bounty Award

On June 9, 2016, the Securities and Exchange Commission (‘SEC”) awarded the second largest whistleblower bounty – $17 million – granted under the Dodd-Frank whistleblower rules to date. Previously, the highest whistleblower…more

Dodd-Frank, Enforcement Actions, SEC, Securities Violations, Whistleblower Awards

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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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ValueAct Settlement Marks Record Penalty in Heightened Agency Efforts Against HSR Act Violations

Where is the line drawn between acquisitions of securities made “solely for the purpose of investment” on one hand, and influencing control, thereby requiring regulatory approval, on the other hand? That is the central…more

Acquisitions, Baker Hughes, DOJ, Exemptions, FTC

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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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The Ever-Increasing Importance of the Shareholder Vote: Delaware Chancery Court Extends Corwin to Two-Step Mergers under DGCL § 251(h)

On June 30, 2016, the Delaware Chancery Court extended the Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015), to two-step mergers under DGCL § 251(h). The Chancery Court concluded that…more

Aiding and Abetting, Breach of Duty, Business Judgment Rule, Common Stock, 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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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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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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The Many Pitfalls of Worker Misclassification

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

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

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

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

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

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

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

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

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Patent Box – Ultimi Aggiornamenti Dall’Agenzia Delle Entrate

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

Corporate Taxes, EU, Inventions, Italy, Patents

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New Appointment Underscores SEC’s Focus on Cybersecurity Threats

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

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

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The Gloves Are Off: Competing Biopics Battle For Hollywood Purse

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

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

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100% QSBS Exclusion Soon to be Made Permanent

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

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

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

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

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

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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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Case Update: Midland Funding Madden – Supreme Court Denies Certiorari

The Supreme Court today denied certiorari in Midland Funding v. Madden. Although the denial leaves the Second Circuit's May 2015 decision in place, it does not signal the Supreme Court's view of the correctness of that ruling or…more

Banking Sector, Certiorari, Choice-of-Law, Debt Buyers, Financial Services Industry

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

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

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

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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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“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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Is Ransomware a Notifiable Data Breach Event?

There is no doubt that companies face unprecedented volume and variation in both disruptive and intrusive cyberattacks on their networks. Among the different attack methodologies today, ransomware is quickly becoming a major…more

Breach Notification Rule, Cyber Attacks, Cyber Crimes, Cyber Threats, Cybersecurity

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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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Will HR Managers Get Cooked? Second Circuit Says Culinary Institute’s Human Resources Director May Face Individual Liability Under FMLA

Whether a Human Resources Director will be deemed the “employer” and held individually liable for alleged violations under the Family Medical Leave Act (“FMLA”) should be left to the jury, according to the Second Circuit’s…more

Employee Benefits, FLSA, FMLA, Paid Leave, Popular

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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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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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Walking The § 2019.210 Tightrope

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

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

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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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