Pepper Hamilton LLP

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3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, Pennsylvania 19103-2799, United States
Phone: 215.981.4000
Fax: 215.981.4750
Areas of Practice
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Bankruptcy
  • Class Action
  • Commercial Law & Contracts
  • Communications & Media Law
  • Constitutional Law
  • Construction Law
  • Debtor/Creditor
  • Education
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Government
  • Health
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Privacy
  • Products Liability
  • Professional Malpractice
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Toxic Torts
  • Transportation
  • Wills, Trusts, & Estate Planning
  • Zoning, Planning & Land Use
See more
Locations
Other U.S. Locations
  • California
  • D.C.
  • Delaware
  • Massachusetts
  • Michigan
  • New Jersey
  • New York
  • Pennsylvania
Number of Attorneys
400+ Attorneys

Protecting Communications From PR Privilege Issues

Two recent cases in state appellate court show the risks of sharing privileged communications with public relations consultants. But they also provide practical guidance on how to protect the confidentiality of attorney-client…more

Attorney-Client Privilege, Confidential Communications, Disclosure Requirements, Functional Equivalent, Public Relations

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Crowdfunding Regulations

On October 30, 2015, the Securities and Exchange Commission (SEC) adopted final crowdfunding rules. More than two years after the publication of the proposed crowdfunding rules, the SEC approved regulations that permit companies…more

Blue Sky Laws, Broker-Dealer, Capital Raising, Compliance, Crowdfunding

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Recent Changes to the India-Mauritius Tax Treaty: What Does This Mean for American Investors?

The amendments may cause some uncertainty and anxiety for U.S. investors as they consider how these changes will impact business, income, profitability and the benefits or drawbacks of investing in India through Mauritius…more

Acquisitions, Capital Gains, Double Taxation, Foreign Direct Investment, India

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BNSF v. Tyrrell: The Other International Shoe Has Dropped

The availability of any forum aside from a defendant's state of incorporation or principal place of business will require a plaintiff to carefully consider the likelihood of obtaining specific jurisdiction because there is…more

BNSF Railway Co v Tyrrell, Employment Litigation, Exceptional Case, Federal Employers Liability Act, Forum Shopping

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Related-Party Provisions Prevent Deduction by S Corp Shareholders - Tax Update Volume 2017, Issue 4

Many routine transactions occur between related parties, including the payment or accrual of interest on indebtedness, license fees, salary or benefits to employees and/or shareholders, and trade invoices. The Tax Court recently…more

Employee Benefits, ESOP, Income Taxes, Internal Revenue Code (IRC), IRS

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SEC Modernization in Plain English: Decoding the Regulation

Practical points on managing SEC Modernization. INTRODUCTION - On October 13, 2016, the Securities and Exchange Commission (SEC) issued its final Investment Company Reporting Modernization rules and forms for the…more

Disclosure Requirements, Exchange-Traded Products, Form N-Cen, Form N-PORT, Form N-SAR

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Federal Court in Pennsylvania Strikes at the Heart of the Residential Mortgage System; Can Commercial Syndicated Loans and Mortgage Securitizations Survive Unscathed?

On June 30, 2014, the United States District Court for the Eastern District of Pennsylvania issued an important decision on Pennsylvania’s recording statutes in the case of Montgomery County, Pennsylvania, Recorder of Deeds, on…more

Loans, Mortgages, Real Estate Market

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Will New U.S. Court Of Appeals Decision On ‘Recess Appointments’ Stay Dodd-Frank Powers Granted To CFPB And Vacate Certain Actions?

Holding that recess appointments authorized by the Recess Appointments Clause of the U.S. Constitution are limited to “intersession recesses” – “the period between sessions of the Senate when the Senate is by definition not in…more

Barack Obama, Canning v NLRB, CFPB, Dodd-Frank, Pro Forma Sessions

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Top 5 Things You Should Know About Online Direct (P2P) Lending Law And Regulations — Before You Do Anything Else!

Few people following the crowdfunding space have been able to ignore the recent meteoric rise of online direct lending, often called “peer-to-peer” (P2P) lending. What started out as a simple one-to-multiple consumer lending…more

Broker-Dealer, Crowdfunding, FINRA, Investment Adviser, Investment Opportunities

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Tax Developments in 2016: Federal Tax (Part I) - Sections 355, 382, and 385; and new rules on partnership audits dominate landscape

Section 385 Proposed Regulations — Impact on Related-Party Financing - Section 385 has been in the Internal Revenue Code since 1969. It was enacted to provide guidance for whether to classify an interest in a corporation as…more

Audits, Bifurcation, Change of Ownership, Debt, Debt Instruments

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Office for Civil Rights Reduces Scope of Investigations to More 'Swiftly' and 'Efficiently' Resolve Complaints

The Chronicle of Higher Education recently reported that, on June 8, 2017, the Department of Education’s Office for Civil Rights (OCR) distributed an internal memo containing new guidance that will provide regional offices with…more

Department of Education, Educational Institutions, Investigations, OCR, Sexual Assault

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Music and the Blockchain

The promise of blockchain technology for the music industry is its ability to solve the problem of “shared facts” and to provide transparency in real time or near-real time. Advancing digital technology has created new…more

Blockchain, Digital Currency, Digital Media, Encryption, Music

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Cannabis Industry FAQ

Can marijuana businesses receive federal copyright protection? Yes. The requirements for registration with the U.S. Copyright Office are that the work is original, creative and fixed in some form of expression. These…more

Bank Secrecy Act, Banking Sector, Commercial Bankruptcy, Controlled Substances Act, Copyright

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Inside or Outside? How to Best Perform Your Company’s Social Media Background Check

No employer wants its employee’s bad behavior at work to become the next viral video. So it is not surprising that more employers have started using social media in the hiring process to screen out candidates who post…more

Background Checks, Discrimination, NLRA, NLRB, Popular

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Your Own Agreements Can Be Your Worst Enemy in IC Misclassification Cases

Companies that use independent contractors (ICs) typically require ICs to sign a contractor agreement prepared by the company. But, if it is drafted like the one reviewed in late September by the U.S. Court of Appeals for the…more

Contract Drafting, Corporate Counsel, Franchise Agreements, Franchisee, Franchisors

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Health Care Providers Should Review Assignment of Benefit Forms After 9th Cir. Decision

A federal appeals court recently brushed aside the claims of several health care providers, in large part because of the language in the assignment forms signed by their patients. The opinion from the U.S. Court of Appeals for…more

Article III, Assignments, Employee Benefits, ERISA, Health Care Providers

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Sixth Circuit Blocks 'Junk Fax' Class Action Under Telephone Consumer Protection Act

A recent decision by the U.S. Court of Appeals for the Sixth Circuit calls into question the viability of “junk fax” class actions brought under the Telephone Consumer Protection Act (TCPA) when the defendant company does not…more

Ascertainable Class, Class Action, Class Certification, Corporate Counsel, Predominance Requirement

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Consumer Financial Regulation: Pennsylvania

A Q&A guide to consumer finance regulation in Pennsylvania. This Q&A addresses state-specific laws governing the offering and sale of consumer financial products and services, including credit cards, residential mortgages,…more

Consumer Financial Products, Consumer Lenders, Credit Cards, Debt Collection, Financial Services Industry

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A Possible Game-Changer for 'Silent' Arbitration Clauses

Companies and other business entities use arbitration clauses to protect themselves from class action liability. While they often use class action waivers that state the parties agree not to pursue class claims in arbitration,…more

Arbitration, Class Action Arbitration Waivers

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The King’s Time Is Up: Arizona Supreme Court Holds That the Statute of Repose Bars Untimely Claims by State Entities and Overrides the Doctrine of Nullum Tempus Occurrit Regi

City of Phoenix v. Glenayre Elecs., Inc., 2017 Ariz. LEXIS 121 (Ariz. May 10, 2017) - Between 1960 and 2000, Carlos Tarazon (“Tarazon”) performed work installing and repairing water piping for various contractors and…more

Asbestos, Asbestos Litigation, Construction Industry, Hazardous Substances, Indemnity Agreements

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What Your TV Wouldn’t Tell You and Your Fridge Didn’t Know: FTC Best Practices for Consumer-Facing IoT Devices

On January 27, the Federal Trade Commission (FTC) issued an FTC staff report titled “Internet of Things: Privacy & Security in a Connected World” (Report). The Report summarizes the FTC’s November 2013 workshop on the privacy…more

Best Practices, Corporate Counsel, FTC, Information Reports, Internet of Things

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1099ers Exposing Startups, Private Equity Firms to Costly Liability

A recent online edition of New York Magazine’s “Daily Intelligencer” includes a comprehensive article on how Silicon Valley startup tech companies using “the 1099 model” may be exposed to employment, tax and benefit law…more

1099s, Employer Liability Issues, Independent Contractors, Popular, Private Equity

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Top 5 Things You Should Know About Online Direct (P2P) Lending Law And Regulations — Before You Do Anything Else!

Few people following the crowdfunding space have been able to ignore the recent meteoric rise of online direct lending, often called “peer-to-peer” (P2P) lending. What started out as a simple one-to-multiple consumer lending…more

Broker-Dealer, Crowdfunding, FINRA, Investment Adviser, Investment Opportunities

See all updates »

Second Circuit Limits Disclosure of Independent Monitor Reports in Deferred Prosecution Cases

On July 12, the U.S. Court of Appeals for the Second Circuit issued an important decision regarding the role of federal courts in cases resolved through deferred prosecution agreements (DPAs) — a settlement avenue that the…more

Banking Sector, Corporate Counsel, Criminal Investigations, Deferred Prosecution Agreements, DOJ

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FDA and FTC Solicit Consumer Complaints About Dietary Supplement Marketing

The Food and Drug Administration and the Federal Trade Commission have jointly requested that consumers report dietary supplements that “didn’t work as promised” or that are marketed with “unbelievable” claims. Consumers may…more

Comment Period, Dietary Supplements, False Advertising, FDA, FTC

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[Webinar] Does Your Company's Distribution Strategy Create Legal Risk? – April 27th, 12:30pm EST

What does in-house counsel need to consider when reviewing pricing and marketing decisions in a dual-distribution system? The internet can extend the geographic reach of your product, but what issues must in-house counsel…more

Antitrust Provisions, Continuing Legal Education, Internet Marketing, Manufacturers, Marketing

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Foreign Partner Not Taxable on Partnership Sale

Private equity and venture capital funds often invest in portfolio companies that are formed as partnerships or limited liability companies. But these investments create certain problems for foreign limited partners (LPs) in the…more

Alternate Investment Vehicles (AIVs), Internal Revenue Code (IRC), IRS, Limited Partnerships, Partnership Interests

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Post-Grant Challenges in Life Sciences: 2015 in Review

The prevalence of inter partes reviews (and post-grant reviews to come) forces practitioners to consider the strong likelihood that patents covering commercial products will face post-grant challenges. Originally published…more

Inter Partes Review (IPR) Proceeding, Life Sciences, Orange Book, Patents, Post-Grant Review

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Second Circuit Holds American Express Can Stop Merchants From Steering Customers to Lower-Fee Cards, Competition News Volume 2016, Issue 1

The opinion could provide useful guidance for participants in two-sided markets, like the credit card industry and the health care industry, where separate interests of insurers and patients are often implicated by the same…more

American Express, Anti-Steering Rules, Antitrust Investigations, Antitrust Violations, Credit Cards

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Leasing to Health Care Tenants: What You Need to Know

Commercial office building landlords frequently find themselves leasing to health care provider tenants. A landlord may not consider doctor’s offices or diagnostic labs as specialty uses, but there are several lease provisions…more

ADA, Anti-Kickback Statute, CMS, Commercial Leases, Health Care Providers

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SEC Further Enhances the IPO On-Ramp

The SEC’s rule changes further streamline the pathway for many companies to conduct their initial public offerings and reduce the burdens associated with their subsequent SEC periodic reporting obligations. On January 13,…more

Emerging Growth Companies, Financial Statements, Fixing America’s Surface Transportation Act (FAST Act), Form S-1, IPO

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The Risks and Implications of Failing to Comply with U.S. Government Cyber and IT Requirements

This article summarizes some of the many risks and implications that are associated with failing to comply with U.S. government-unique cyber and information technology requirements. We are often asked by small and medium-sized…more

Breach of Contract, Confidential Information, Cyber Attacks, Cybersecurity, Data Breach

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Will County Prosecutors Be Subject to the PA Right-to-Know Law?

The Pennsylvania Supreme Court recently heard oral argument in a case that could drastically hamper the ability of reporters, defense attorneys and other citizens to get records from county prosecutors…more

District Attornies, Oral Argument, PA Supreme Court, Public Access Laws, Right To Know

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[Webinar] Acquiring a Company with Government Contracts: A Checklist of Unique Issues and Considerations - June 15th, 8:30am EDT

Pepper Hamilton invites you to attend a webinar discussing the unique issues to be considered when acquiring a company that does business with the federal government…more

Acquisition Agreements, Acquisitions, Federal Contractors, Webinars

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International Arbitration Considerations

Over the past decade, the growing number of mergers and acquisitions of engineering and construction (E&C) firms has consolidated the construction industry, creating an increasingly global market with more multinational…more

American Arbitration Association, Construction Contracts, Construction Industry, ICC, International Arbitration

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Summary of HUD's Lean 232 Program Email Blast Office of Residential Care Facilities (ORCF) April 2016

In an effort to summarize the highlights of the LEAN Email Blasts that we receive, and rarely have time to review in a timely fashion, we at Pepper Hamilton are providing this quick synopsis of the latest LEAN update. Our aim is…more

Appraisal, Healthcare Facilities, HUD, LEAN Program, ORCF

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Public Comment Period on PA Department of Environmental Protection’s Oil and Gas Rulemaking Closes May 19

The Pennsylvania Department of Environmental Protection’s (DEP’s) rulemaking regarding surface activities for oil and gas wells, Environmental Protection Performance Standards at Oil and Gas Well Sites (Chapters 78 and 78a), has…more

Drilling Waste Disposal, Horizontal Wells, Inland Waterways, Oil & Gas, Rulemaking Process

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1099ers Exposing Startups, Private Equity Firms to Costly Liability

A recent online edition of New York Magazine’s “Daily Intelligencer” includes a comprehensive article on how Silicon Valley startup tech companies using “the 1099 model” may be exposed to employment, tax and benefit law…more

1099s, Employer Liability Issues, Independent Contractors, Popular, Private Equity

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Is the FTC’s Authority Over Consumer Privacy About to Be Limited?

Historically, the Federal Trade Commission (FTC) has been the most active federal regulator of data privacy and security. Since its creation, it has pursued hundreds of cases against companies that violated privacy statutes or…more

Cybersecurity, Data Breach, Data Protection, FTC, FTC v Wyndham

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2015 Amendments to Delaware Alternative Entity Acts

New amendments affect Delaware general partnerships, limited liability partnerships, limited partnerships and limited liability companies. On July 24, Delaware Governor Jack Markell signed into law several amendments to the…more

Delaware Limited Liability Company Act, General Partnerships, Limited Liability Company (LLC), Limited Liability Partnerships, Limited Partnerships

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ACA: Employers, Non-Discrimination Rules And The ‘Cadillac Tax’

For most employers, the substantive provisions of the Patient Protection and Affordable Care Act (the PPACA) have been implemented. Almost all plans cover an employee’s child until that child reaches the age of 26, fully cover…more

Affordable Care Act, Cadillac Tax, Healthcare, Healthcare Reform, Human Resources Professionals

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Delaware Supreme Court Preserves Benefit of Exculpatory Provisions for Independent Directors at Motion to Dismiss Stage

A recent decision by the Delaware Supreme Court provides independent directors, such as special committee members, with the ability to escape protracted fiduciary duty litigation during its initial stages. The court’s decision…more

Bad Faith, Controlling Stockholders, Exculpatory Clauses, Fiduciary Duty, Independent Director

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Beyond the Label: FDA Addresses Permissible Scope of Communications With Payors and Physicians

The draft guidances create a grey area between “on-label” and “off-label” communications that will require careful navigation as manufacturers develop HCEI analyses and promotional communications…more

Comment Period, Draft Guidance, FDA, First Amendment, HCEI

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Delaware Encourages Blockchain Technology Through Legal and Technological Innovations

On July 21, Delaware governor John C. Carney Jr. signed into law a series of amendments to the Delaware General Corporation Law (DGCL) that will allow companies to keep shareholder information on blockchain technology-based…more

Alternative Trading Systems, Blockchain, Delaware General Corporation Law, Distributed Ledger Technology (DLT), Financial Markets

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Going Mobile: The Risks and Rewards of a BYOD Program

Employees are increasingly using their personal electronic devices, such as laptops, smartphones, and tablets, for work purposes. The trend, dubbed “Bring Your Own Device” or “BYOD,” has redefined what it means to “be at…more

Bring Your Own Device, Employer Liability Issues, Over-Time, Policies and Procedures, Popular

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Confession of Judgment in Commercial Leasing: Impact of Pennsylvania's New Power of Attorney Law

In the wake of the new law, leases containing a confession of judgment provision will need to be reviewed, and standard clauses for new leases and amendments will need to be revised to comply with the new requirements. New…more

Commercial Leases, Commercial Tenants, Landlords, Power of Attorney

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An Update on Pennsylvania's Oil and Gas Law - Act 13 - After Supreme Court Decisions

While many key provisions of Act 13 have now been struck down by the Supreme Court’s two Robinson decisions, much of the Act remains. Act 13 of 2012 represented a major overhaul of Pennsylvania’s oil and gas law and…more

Department of Environmental Protection, Eminent Domain, Energy Projects, Energy Sector, Energy Storage

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Going the Distance: The Expanding Lifecycles of Private Equity Funds

Pepper Hamilton annually commissions a survey to keep clients abreast of middle-market private equity trends. This year, with Mergermarket, we surveyed 50 middle-market PE firms regarding fund life cycles. Our findings were no…more

Capital Raising, General Partnerships, Investment, Limited Partnerships, Private Equity Funds

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Federal Court Rules Spearin Doctrine Contractor Immunity for Defects in Owner's Design Includes Contractor's Failure to Warn Owner About Defects

The legal doctrine of implied fitness of design warranty, recognized by the U.S. Supreme Court, provides that a contractor bound to build according to plans and specifications prepared by an owner will not be responsible for the…more

Construction Industry, Construction Litigation, Construction Project, Contract Terms, Design Defects

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Ninth Circuit Again Clarifies that Arbitration Is Creature of Contract: Employee's Agreement to Abide by Company Manual Is Sufficient to Send Title VII Claims to Arbitrator

The court’s opinion instructs that employee agreements to arbitrate may be obtained through written acknowledgments referencing company manuals. Arbitration remains a preferred forum for many employers, yet courts are often…more

Arbitration Agreements, Employee Rights, Federal Arbitration Act, Harassment, Title VII

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OIG Issues HHS Fiscal Year 2016 Work Plan

The Work Plan describes more than 100 initiatives, including 43 new initiatives for the upcoming year. On November 2, the Department of Health and Human Services (HHS) Office of the Inspector General (OIG) issued its annual…more

Healthcare, Medicaid, Medical Devices, Medicare, Section 340B

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Department of Labor Issues Long-Awaited Fiduciary Rule

The new standard requires broker-dealers providing advice with respect to IRAs to put their client’s interests ahead of their own. The U.S. Department of Labor released new rules on April 6 that materially enlarge the…more

401k, Best Interest Contract Exemptions, Best Interest Standard, Broker-Dealer, Business Advice

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Texas Court of Appeals Holds That the Effect of a Failure to Meet a Specific Contractual Deadline for Arbitration is a Procedural Question for the Arbitrator, Not the Trial Court

Tilson Home Corp. v. Zepeda, No. 14-16-00075-CV, 2016 Tex. App. LEXIS 12022 (Tex. App. Nov. 8, 2016) - The Court of Appeals of Texas has held that an arbitrator—not a trial court—must determine whether a prerequisite to the…more

Appeals, Arbitration, Arbitration Agreements, Arbitrators, Construction Industry

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Delaware Bankruptcy Court: Debtors Can Offset Administrative Claims Before General Unsecured Claims

While section 503(b)(9) claims deserve priority payment over general unsecured claims, they do not provide a basis for stripping a debtor’s defenses in determining the allowed amount of a section 503(b)(9) claim…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Section 503(b)(9)

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Establishing an Effective Compliance Management System for Financial Services

The CFPB has generated acute awareness of the term “compliance management system” (CMS) through its highly publicized consent orders. Since it began issuing orders in 2011, the CFPB has invariably cited “significant weaknesses”…more

CFPB, Compliance Management Systems, Corporate Governance, FDIC, Financial Institutions

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What Is Actual Knowledge? Third Circuit to Weigh in on Post-Escobar Materiality Question

One year after the Supreme Court changed the False Claims Act landscape, FCA litigants continue to grapple with the “demanding” materiality standard set forth in Universal Health Services v. United States ex rel Escobar. Now the…more

False Claims Act (FCA), False Implied Certification Theory, Federal Contractors, Interlocutory Appeals, Materiality

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New Jersey Joins the 'Ban the Box' Movement

On August 11, 2014, New Jersey Governor Chris Christie signed into law the Opportunity to Compete Act (Act) which prohibits private and public employers that employ 15 or more employees from inquiring about an applicant’s…more

Ban the Box, Criminal Background Checks, Employee Rights, Job Applicants

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Modi's Demonetization Policy: Is the Cure Worse than the Disease? U.S.-India Newsletter Volume 2017, Issue 1

In the short term, demonetization has completely dampened the Indian economy. On November 8, 2016, Indian Prime Minister Narendra Modi declared that the two highest denomination currency notes, INR 500 notes (USD 7.3) and…more

Anti-Corruption, Banking Sector, Banks, Counterfeiting, Currency Control

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OIG Targets Fraud in Physician Compensation Arrangements

Health care organizations and physicians must be cautious in structuring physician compensation arrangements so that they do not violate the Anti-Kickback Statute. The U.S. Department of Health and Human Services Office of…more

Anti-Kickback Statute, Fraud Alerts, Healthcare, HHS, OIG

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Zero Tolerance Drug Testing Policies in the Age of Medical Marijuana

Q:  My Company wants to institute a drug testing policy that would automatically disqualify an applicant for employment if they test positive for illegal drugs, including medically-prescribed marijuana. Is this legal?…more

Disability Discrimination, Drug Testing, Hiring & Firing, Interactive Process, MA Supreme Judicial Court

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Extension Period Expires for Pennsylvania Development Permits, Approvals

Now that the extension period has ended, it is imperative for those involved in real estate development to review and understand the approvals and permits that affect their properties and properly calculate and verify the…more

Building Permits, Construction Industry, Construction Permits, Construction Project, Land Developers

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Five Ways to Bring Your Firm's Culture Into the Recruiting Process

As the pool of top associate talent has decreased over the past several years due to reduced numbers of experienced midlevel associates, increased opportunities for in-house positions, and declining law school enrollment, the…more

Corporate Culture, Hiring & Firing, Interviews, Law Firm Associates, Law Firm Partners

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We Received a Patent Term Extension - Now What?

This is the final article in our five-part series on PTE. Obtaining a patent term extension (PTE) is extremely valuable to an innovator. By design, PTE extends the patent term to recoup time lost to the rigorous regulatory…more

Biologics, Generic Drugs, Intellectual Property Protection, Patent Term Extensions, Patents

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Recent Developments Affecting UCC Filings in New Jersey

New laws and regulations affect the information that must be listed on a financing statement and require electronic filing of all financing statements. There have been two recent developments affecting Uniform Commercial…more

Financing, UCC Financing Statements, Uniform Commercial Code (UCC)

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The Risks and Implications of Failing to Comply with U.S. Government Cyber and IT Requirements

This article summarizes some of the many risks and implications that are associated with failing to comply with U.S. government-unique cyber and information technology requirements. We are often asked by small and medium-sized…more

Breach of Contract, Confidential Information, Cyber Attacks, Cybersecurity, Data Breach

See all updates »

Cannabis Industry FAQ

Can marijuana businesses receive federal copyright protection? Yes. The requirements for registration with the U.S. Copyright Office are that the work is original, creative and fixed in some form of expression. These…more

Bank Secrecy Act, Banking Sector, Commercial Bankruptcy, Controlled Substances Act, Copyright

See all updates »

Top 5 Things You Should Know About Online Direct (P2P) Lending Law And Regulations — Before You Do Anything Else!

Few people following the crowdfunding space have been able to ignore the recent meteoric rise of online direct lending, often called “peer-to-peer” (P2P) lending. What started out as a simple one-to-multiple consumer lending…more

Broker-Dealer, Crowdfunding, FINRA, Investment Adviser, Investment Opportunities

See all updates »

On the Grid: Blockchain May Create New Possibilities for Grid Enhancements and Energy IoT Applications

Just as blockchain technology has allowed for the tracking and authentication of Bitcoin and other cryptocurrency transactions, it could similarly mediate transactions in energy units. Blockchain technology — once known…more

Bitcoin, Blockchain, Connected Items, Cryptocurrency, Digital Currency

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Actual Notice Exception to Pre-Lien Notice Requirement of Nevada Lien Statute Does Not Apply to Architect’s Offsite Work When No Onsite Work Has Been Performed Even Though Owner Knew That Architect Was Performing Work for the Project

Iliescu v. Steppan, No. 68346, 2017 Nev. LEXIS 38, (Nevada Supreme Court, May 25, 2017) - Appellants Iliescu entered into a Land Purchase Agreement to sell four unimproved parcels in downtown Reno, Nevada to Consolidated…more

Construction Contracts, Construction Industry, Contract Terms, Design-Build, Liens

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CFPB Issues Final Arbitration Rule; Efforts to Nullify Are Underway

On July 10, the Consumer Financial Protection Bureau (CFPB) issued a final rule prohibiting a broad range of covered parties from including class action waivers in their pre-dispute arbitration agreements. The rule also requires…more

Arbitration, Arbitration Agreements, Banking Sector, CFPB, Class Action

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An Update on Pennsylvania's Oil and Gas Law - Act 13 - After Supreme Court Decisions

While many key provisions of Act 13 have now been struck down by the Supreme Court’s two Robinson decisions, much of the Act remains. Act 13 of 2012 represented a major overhaul of Pennsylvania’s oil and gas law and…more

Department of Environmental Protection, Eminent Domain, Energy Projects, Energy Sector, Energy Storage

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Leveraging Proportionality to Set Reasonable Limits on Discovery at the Outset

Plaintiffs should not be permitted to insist on an extensive discovery wish list but rather must make some showing that their requests are proportional to the needs of the case. A district court in California recently…more

Discovery, e-Discovery, Electronically Stored Information, Evidence, Federal Rules of Civil Procedure

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Antitrust Division Threatens Criminal Prosecution for Employment Practices: Antitrust Agencies Issue Joint Guidance on Employment Restrictions, Competition News Volume 2016, Issue 1

Even in the absence of an agreement to fix compensation, simply exchanging competitively sensitive information could serve as evidence of an implicit illegal agreement. On October 20, the Department of Justice (DOJ) and…more

DOJ, Employer Liability Issues, Employment Contract, FTC, Hiring & Firing

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FDA Creates Uncertainty by Delaying Nutrition Facts Label Compliance

On June 13, the Food and Drug Administration announced it would indefinitely extend the compliance deadline for the Nutrition Facts Label final rules, creating uncertainty for food and beverage manufacturers…more

Deregulation, FDA, Final Rules, Food Labeling, Food Manufacturers

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Federal Circuit Criticizes PTAB for Failing to Properly Weigh Objective Evidence of Non-Obviousness

The Federal Circuit Court of Appeals again vacated a Patent Trial and Appeal Board (PTAB) panel decision for failing to properly evaluate “objective evidence of non-obviousness” and remanded the case for determinations…more

America Invents Act, Honeywell International, Inter Partes Review (IPR) Proceeding, Patent Infringement, Patent Litigation

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New York Case Is a Win for the Merchant Cash Advance Industry

Providers of cash advances repaid by sales of future receivables in New York can have greater confidence that these advances are not loans and are not subject to usury laws. On March 16, the Supreme Court of New York,…more

Advances, Banking Sector, Financial Services Industry, Lenders, Loans

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Negotiation Tactics To Consider As Dispute Over Control Of EHR Brews In Milwaukee

A contractual dispute between an electronic health records (EHR) vendor and a federally qualified community health center based in Milwaukee over access to, possession of, control over electronic patient medical records…more

EHR, Vendors

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Beyond the Label: FDA Addresses Permissible Scope of Communications With Payors and Physicians

The draft guidances create a grey area between “on-label” and “off-label” communications that will require careful navigation as manufacturers develop HCEI analyses and promotional communications…more

Comment Period, Draft Guidance, FDA, First Amendment, HCEI

See all updates »

SEC Modernization in Plain English: Decoding the Regulation

Practical points on managing SEC Modernization. INTRODUCTION - On October 13, 2016, the Securities and Exchange Commission (SEC) issued its final Investment Company Reporting Modernization rules and forms for the…more

Disclosure Requirements, Exchange-Traded Products, Form N-Cen, Form N-PORT, Form N-SAR

See all updates »

Fifth Amendment Prohibits Use of Compelled Foreign Testimony in U.S. Criminal Trials

On July 19, the U.S. Court of Appeals for the Second Circuit vacated the conviction of two former London-based bankers, Anthony Allen and Anthony Conti, who were convicted in October 2015 on multiple counts of bank and wire…more

Bank Fraud, Banking Sector, Compelled Testimony, Corporate Counsel, Criminal Prosecution

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Pennsylvania Supreme Court Affirms Superior Court Decision Protecting Attorney-Expert Communications From Discovery

On April 29, an evenly divided Pennsylvania Supreme Court resolved an issue of paramount importance to Pennsylvania litigants: whether communications between an attorney and a testifying expert are protected from discovery by…more

Discovery, Expert Witness, Work Product Privilege, Work-Product Doctrine

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Going the Distance: The Expanding Lifecycles of Private Equity Funds

Pepper Hamilton annually commissions a survey to keep clients abreast of middle-market private equity trends. This year, with Mergermarket, we surveyed 50 middle-market PE firms regarding fund life cycles. Our findings were no…more

Capital Raising, General Partnerships, Investment, Limited Partnerships, Private Equity Funds

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What Every Contractor Needs To Know About Mediation

A generation ago, mediation of construction disputes was unusual. Today, it is rare that a construction claim goes to trial without some effort at mediation first. Indeed, a substantial percentage of construction contracts…more

Arbitration, Construction Industry, Mediation

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Preventing Limitation of Liability End-Runs

Owners who are dissatisfied with their contractors’ performance increasingly assert fraud-based claims in addition to breach of contract claims because fraud-based claims are not typically barred by contractual waivers and…more

Arbitration, Construction Contracts, Construction Disputes, Construction Industry, Construction Project

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Protecting Communications From PR Privilege Issues

Two recent cases in state appellate court show the risks of sharing privileged communications with public relations consultants. But they also provide practical guidance on how to protect the confidentiality of attorney-client…more

Attorney-Client Privilege, Confidential Communications, Disclosure Requirements, Functional Equivalent, Public Relations

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Rebalancing Your IP Portfolio

Financial advisors often advise their clients to maintain a balanced investment portfolio. Occasionally these advisors recommend rebalancing the investments within a portfolio to account for changes in market…more

America Invents Act, CLS Bank v Alice Corp, Damages, Federal Rules of Civil Procedure, IP Portfolio

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Second Circuit Holds Class Can Be Decertified After Jury Verdict

A class certification ruling is always subject to challenge if the class representative does not prove the necessary elements of class certification. On July 15, the U.S. Court of Appeals for the Second Circuit held that…more

Class Action, Class Certification, Corporate Counsel, Late Fees, Mortgage Servicers

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Review Of Arbitration Awards: Lessons for the Construction Industry from the Tom Brady Case

NFL Mgmt. Council v. NFL Players Ass’n, 2015 U.S. Dist. LEXIS 117662 (S.D.N.Y. Sept. 3, 2015) - “Arbitration has been proven to be an effective way to resolve disputes fairly, privately, promptly and economically.” So…more

Arbitration, Arbitration Awards, Collective Bargaining Agreements (CBA), Construction Industry, Construction Litigation

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SEC Modernization in Plain English: Decoding the Regulation

Practical points on managing SEC Modernization. INTRODUCTION - On October 13, 2016, the Securities and Exchange Commission (SEC) issued its final Investment Company Reporting Modernization rules and forms for the…more

Disclosure Requirements, Exchange-Traded Products, Form N-Cen, Form N-PORT, Form N-SAR

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Drilling Deeper: The Intersection of Producer Bankruptcies and Gathering Agreements

The issue of whether gathering agreements are subject to rejection in bankruptcy as executory contracts and whether certain provisions of those agreements run with the land and survive rejection will impact ongoing bankruptcy…more

Bankruptcy Code, Business Judgment Rule, Commercial Bankruptcy, Covenants that Run With the Land, Energy Sector

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Six Ways Michigan's Review of Vapor Intrusion Sites Could Impact You

The Michigan Department of Environmental Quality (MDEQ) recently announced that it will be evaluating the vapor intrusion (VI) pathway at 4,000 sites, including as many as 375 Resource Conservation and Recovery Act (RCRA)…more

Department of Environmental Quality, Environmental Policies, Hazardous Waste, RCRA, Regulatory Standards

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Long Time Coming: United States Wins First Extradition On Antitrust Charge

On April 4, 2014, the U.S. Department of Justice (DOJ) announced its first-ever successfully litigated extradition of a foreign citizen to the United States in a federal criminal antitrust case. This was an inevitable next step…more

Antitrust Litigation, DOJ, Extradition

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Blockchain and Initial Coin Offerings: SEC Provides First U.S. Securities Law Guidance

Many initial coin offerings (ICOs) have recently raised large amounts of capital without the regulatory constraints of traditional initial public offerings (IPOs) and other capital-raising strategies. On July 25, the U.S…more

Blockchain, Digital Currency, Distributed Ledger Technology (DLT), Financial Markets, Financial Sector

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Counsel to the Company: A Framework for Corporate Governance

As a threshold matter, counsel must identify, and remain clear as to, the identity of its client, which may be the company or a subsidiary, the Board or Board committee, or one or more executives. The identity of the client will…more

Attorney-Client Privilege, Board of Directors, Chief Compliance Officers, Compliance, Corporate Counsel

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Tax Update, Volume 2017, Issue 2

THE NEW REGULATIONS EXPAND THE FILING REQUIREMENTS FOR FORM 5472 TO INCLUDE DISREGARDED ENTITIES WITH FOREIGN OWNERS WHEN THERE ARE CERTAIN REPORTABLE TRANSACTIONS. If a non-U.S. person (individual or corporation) owns…more

Audits, Charitable Donations, Disregarded Entities, Electronic Filing, Escheat

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Supreme Court of Wyoming Strictly Interprets a Conditional Payment Provision to Trigger Payment Only After GC and All of its Subs Have Been Paid in Full

P&N Invs. v. Frontier Mall Assocs., 2017 Wyo. LEXIS 62 (Wyo. 2017) - This payment dispute arose over conditional language in a lease agreement between a mall and a restaurant operator. P&N Investments (“P&N”) leased space…more

Conditions of Payment, Construction Contracts, Construction Industry, Construction Litigation, Contract Terms

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Materiality Is the New Condition of Payment: The Implied False Certification Theory After Escobar

The Supreme Court has made it clear that, even at the pleadings stage, relators (or the government) must plead facts to support materiality with plausibility and particularity. For False Claims Act (FCA) defendants who were…more

Conditions of Payment, False Claims Act (FCA), False Implied Certification Theory, Federal Contractors, Fraud

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The 100-Day Program at the ITC

In light of Audio Processing Hardware, it is now clear that, with respect to appeals of ITC 100-day program determinations, Commission determinations against a complainant are immediately appealable, while determinations in…more

28 U.S.C. § 1295(a)(6), ALJ, Article III, Federal Pilot Programs, ITC

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You Cannot Have it Both Ways: Missouri Appellate Court Holds City Cannot Bring a Complaint for Breach of a Contract and Plead in Response to a Counterclaim That the Same Contract Is Void

City of Dardenne Prairie v. Adams Concrete & Masonry, LLC, No. ED104982, 2017 Mo. App. LEXIS 533 (Mo. Ct. App. May 30, 2017) - This case arises out of a construction project in which the City of Dardenne Prairie (the “City”)…more

Breach of Contract, Construction Contracts, Construction Industry, Construction Project, Federal Contractors

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Pennsylvania Legislature Seeks to Limit Access to Police Video Recordings

The bill establishes a more restrictive process for obtaining video than the courts have provided for under the Right to Know Law. The Pennsylvania Senate passed a bill on October 19 that would prohibit police body camera…more

Body Worn Cameras, Law Enforcement, Pending Legislation, Police, Police Brutality

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State Universities Rejoice: PTAB Recognizes Sovereign Immunity Defense

In Covidien LP v. University of Florida Research Foundation Inc., the Patent Trial and Appeal Board (the “Board”) upheld a defense of sovereign immunity asserted by the University of Florida Research Foundation (the…more

Eleventh Amendment, Intellectual Property Protection, Inter Partes Review (IPR) Proceeding, Patent Infringement, Patent Litigation

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Reforms to the Foreign Investment in Real Property Tax Act and REIT Taxation - Tax Update Volume 2016, Issue 1

The reforms generally encourage foreign investment in U.S. real estate. The enacted Protecting Americans from Tax Hikes Act of 2015 (the Act) contains numerous reforms to the Foreign Investment in Real Property Tax Act of…more

FIRPTA, Foreign Investment, Pension Funds, Protecting Americans from Tax Hikes (PATH) Act, Real Estate Investments

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DOJ Puts ADA Website Project on Hold

On July 20, the Trump administration published its Unified Agenda of Regulatory and Deregulatory Actions, which transferred to an “inactive actions” list the Department of Justice’s (DOJ’s) ongoing project for additional…more

ADA, Disability Discrimination, DOJ, Dominos, Public Accommodation

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Title IX: Responding To Sexual Harassment And Violence Incidents

Confronting these emotionally laden, incendiary events requires an even-handed and fearless approach - A senior administrator recently described the issues related to sexual misconduct as a dormant volcano that lies…more

Corporate Counsel, Harassment, Sexual Harassment, Title IX, Workplace Violence

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Don’t Short Before The Deal, SEC Reminds Hedge Funds And Buyside Firms

On September 17, 2013, the Securities and Exchange Commission (SEC) announced enforcement actions against 23 investment firms for violations of Rule 105 of SEC Regulation M. Rule 105 generally prohibits short selling securities…more

Enforcement Actions, Hedge Funds, Public Offerings, Regulation M, SEC

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Non-Party Document Discovery in Arbitration: Does It Exist?

Limited discovery (and the associated cost savings) is often touted as one of the benefits of arbitration over traditional litigation. Parties are generally confident that even the scaled-back discovery devices available in…more

Arbitration, Arbitration Agreements, Discovery, Evidence, Federal Arbitration Act

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Big News from the Supreme Court in the Madden v. Midland Funding Case

While far from certain, this development shows that the Supreme Court is interested in the case and will likely give weight to the Solicitor General’s recommendation as to whether the Second Circuit’s ruling should be reviewed…more

Consumer Lenders, Financial Services Industry, Madden v Midland Funding, Online Marketplace Lending, SCOTUS

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Investment Advisers Should Take Note of SEC Updates on Custody Rule

The Securities and Exchange Commission (SEC) recently released additional interpretations of the Custody Rule, Rule 206(4)-2 under the Investment Advisers Act of 1940. Registered investment advisers that have custody of client…more

Custody Rule, Investment, Investment Adviser, Investment Advisers Act of 1940, SEC

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Delaware Encourages Blockchain Technology Through Legal and Technological Innovations

On July 21, Delaware governor John C. Carney Jr. signed into law a series of amendments to the Delaware General Corporation Law (DGCL) that will allow companies to keep shareholder information on blockchain technology-based…more

Alternative Trading Systems, Blockchain, Delaware General Corporation Law, Distributed Ledger Technology (DLT), Financial Markets

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BNSF v. Tyrrell: The Other International Shoe Has Dropped

The availability of any forum aside from a defendant's state of incorporation or principal place of business will require a plaintiff to carefully consider the likelihood of obtaining specific jurisdiction because there is…more

BNSF Railway Co v Tyrrell, Employment Litigation, Exceptional Case, Federal Employers Liability Act, Forum Shopping

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Noncompliance with the California Contractor’s License Law Brings Severe Consequences

Pacific Caisson & Shoring, Inc. v. Bernards Brothers Inc., 236 Cal. App. 4th 1246 (Cal. Ct. App. 2015) - In California, a contractor must be licensed by the Contractors State License Board (Board) in order to lawfully…more

Construction Industry, Contractor's License, Contractor's State License Board, Contractors, Disgorgement

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SEC Modernization in Plain English: Decoding the Regulation

Practical points on managing SEC Modernization. INTRODUCTION - On October 13, 2016, the Securities and Exchange Commission (SEC) issued its final Investment Company Reporting Modernization rules and forms for the…more

Disclosure Requirements, Exchange-Traded Products, Form N-Cen, Form N-PORT, Form N-SAR

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Delaware Encourages Blockchain Technology Through Legal and Technological Innovations

On July 21, Delaware governor John C. Carney Jr. signed into law a series of amendments to the Delaware General Corporation Law (DGCL) that will allow companies to keep shareholder information on blockchain technology-based…more

Alternative Trading Systems, Blockchain, Delaware General Corporation Law, Distributed Ledger Technology (DLT), Financial Markets

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Pennsylvania Legislature Seeks to Limit Access to Police Video Recordings

The bill establishes a more restrictive process for obtaining video than the courts have provided for under the Right to Know Law. The Pennsylvania Senate passed a bill on October 19 that would prohibit police body camera…more

Body Worn Cameras, Law Enforcement, Pending Legislation, Police, Police Brutality

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[Webinar] Health Care Construction Projects: Avoiding Claims Through Better Coordination - September 21st, 12:00pm EDT | 9:00am PDT

In January of this year, following frantic talks and a public fight over who was to blame for delays costing close to $100,000 a day in lost revenue, Santa Clara County was finally able to reach an agreement and settle its…more

Construction Contracts, Construction Project, Continuing Legal Education, Healthcare Facilities, Hospitals

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Federal Courts Lack Inherent Authority to Punish Discovery Misconduct

Federal courts have broad authority to manage discovery, but when it comes to punishing litigants for discovery violations, their inherent authority is limited by rule and now Supreme Court precedent. Recently, the U.S. Supreme…more

Car Accident, Discovery, Electronically Stored Information, FRCP 37(e), Goodyear Tire & Rubber Co. v Haeger

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Bill Baer Announces First Major Policy Shift And Provides 2013 Antitrust Division Update

Bill Baer assumed his post as leader of the U.S. Department of Justice (DOJ) Antitrust Division in January of this year and is starting to make his mark…more

Antitrust Investigations, Antitrust Litigation, DOJ, Enforcement, Political Appointments

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FTC Issues First Formal Policy on Section 5's Unfair Competition Authority

Although the brief FTC statement is beneficial, the sweeping language contained in the policy statement gives little practical guidance to the business community. On August 13, the Federal Trade Commission (FTC) issued its…more

FTC, SCOTUS, Section 5, Sherman Act, The Clayton Act

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