Pepper Hamilton LLP

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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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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'Facts and Circumstances Mean Everything in Tax' - Separating Transaction and Ordinary Business Costs - Tax Update Vol. 2015, Issue 4

Detailed recordkeeping and documentation assembling a factual and business narrative relating to the relevant services and associated fees are important to the allocation of costs. For many decades, taxpayers and the…more

Business Advice, Business Taxes, Cost Allocation, IRS, Recordkeeping Requirements

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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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A Look at Tax Issues of the Life Sciences and Tech Industries

Wolters Kluwer had the opportunity this past week to sit down with Pepper Hamilton LLP partners Todd Reinstein, Washington, D.C., and Joan Arnold, Philadelphia, to discuss current tax issues particularly relevant to the life…more

C-Corporation, Foreign Corporations, Intellectual Property Protection, Life Sciences, Net Operating Losses

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Student and Alumni Litigation

In This Issue: - Unionization of Students ..The New Meaning of “Student Union” ..Overview of Labor Laws and Organized Labor ..Unionization of Graduate Students ..The Northwestern University Case …more

College Athletes, Colleges, Employee Rights, Employer Liability Issues, Internships

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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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May 2015 Independent Contractor Compliance and Misclassification News Update

May 2015 was one of the busiest months for independent contractor (IC) misclassification cases in the courts and administrative agencies – no less than a dozen cases including such well-known companies as BMW, the NFL and…more

BMW, Drivers, Employee Definition, FedEx, Franchises

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Class Actions: A Tougher Row To Hoe

On March 27, the United States Supreme Court, in a 5-4 opinion, further heightened plaintiffs’ burden in seeking class certification. The Court held that, under Rule 23, plaintiffs must “‘tie each theory of antitrust impact’ to…more

Cable Television Providers, Class Action, Class Certification, Comcast, Comcast v. Behrend

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Student and Alumni Litigation

In This Issue: - Unionization of Students ..The New Meaning of “Student Union” ..Overview of Labor Laws and Organized Labor ..Unionization of Graduate Students ..The Northwestern University Case …more

College Athletes, Colleges, Employee Rights, Employer Liability Issues, Internships

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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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Federal Court in Pennsylvania Holds Design Professionals’ Negligence Claim Against Pump Supplier Barred By Economic Loss Rule

Elliot-Lewis Corp. v. Skanska USA Building, Inc., 2015 U.S. Dist. LEXIS 98405 (E.D. Pa. July 27, 2015) - This dispute arises out of a major renovation and expansion of the Franklin Institute in Philadelphia (the “Project”)…more

Construction Industry, Design Professionals, Economic Loss Doctrine, Negligence, PA Supreme Court

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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

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DOJ Criminal Division Announces FCPA Pilot Program

The pilot program appears to put a tangible number on the potential amount of reduction in sanctions for cooperation, but in reality is not all that “new.” On April 5, the U.S. Department of Justice (DOJ) announced a…more

Bribery, DOJ, FCPA, Federal Pilot Programs, Reporting Requirements

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A New Tool for Health App Developers to Navigate a Crowded Regulatory Field

As regulators seek to define their authority and the scope of their enforcement power, more health apps will continue to flood the marketplace and transform how patients are treated. As mobile health applications become…more

App Developers, Covered Entities, FDA, FTC, Health Care Providers

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When Is Evidence of a Foreign Cartel Proof of a U.S. Price-Fixing Conspiracy?

The Third Circuit held that in antitrust cases involving concentrated markets, courts must carefully consider the nature of the industry and whether the actions of defendants can be equally attributed to independent conduct as…more

Antitrust Conspiracies, Antitrust Litigation, Cartels, Corporate Counsel, Food Manufacturers

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Tax Proposals to Eliminate Interest Deductions Miss the Mark

The proposal to eliminate the interest deduction may have a material adverse impact on U.S. middle-market companies. In March, Republican presidential candidate Senator Marco Rubio, together with Senator Michael Lee,…more

Capital Gains, Dividends, Interest Income, Interest Rates, Internal Revenue Code (IRC)

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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 Proceedings, Life Sciences, Orange Book, Patents, Post-Grant Review

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It Is Not All Bad News from the Supreme Court in Campbell-Ewald v. Gomez

In a recent clash between contract principles and the mootness doctrine, contract principles won. Relying on traditional contract principles, the U.S. Supreme Court issued a 6–3 decision on January 20, holding that an unaccepted…more

Campbell Ewald v Gomez, Class Action, Class Representatives, Corporate Counsel, Mootness

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Assignment 101: Considerations for Landlords and Tenants in Negotiating Assignment Clauses

Assignment clauses are lease provisions that are often not given appropriate consideration by tenants in lease negotiations. Likewise, landlords’ standard anti-assignment clauses may not cover some transfer scenarios that could…more

Commercial Leases, Landlords, Profit Sharing, Subletting

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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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Summary of HUD's LEAN 232 Program Email Blast Office of Residential Care Facilities (ORCF) February 29, 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

HUD, LEAN Program, Mortgage-Backed Securities, Residential Care Facilities, Risk Management

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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 Companies, 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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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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[Webinar] The Co-investment Climate in Private Equity - February 10th, 12:00 EST

Co-investments are an increasingly important component of capital used by private equity groups (PEGs) to fund acquisitions and represent an increasingly significant portion of this capital. This is one of the key findings of a…more

Acquisitions, Co-Investment Rights, Continuing Legal Education, Investors, Private Equity

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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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Federal Court in Georgia Holds Specific Contractual Intent to Benefit Required for Tenant to Be Third-Party Beneficiary of Construction Contract

J.C. Penney Props. v. Hiram LL, LLC, 2016 U.S. Dist. LEXIS 8027 (N.D. Ga. Jan. 25, 2016) - In January 2008, Hiram LL, LLC (“Hiram”) leased property to J.C. Penney Properties, Inc. (“J.C. Penney”) for the construction and…more

Attorney's Fees, Breach of Contract, Construction Industry, Construction Project, Flooding

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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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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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[Webinar] Recent Trends and Developments Affecting the IT Services and E-Commerce Sector Between the U.S. and India - April 18th, 12:00pm EDT, 9:30pm IST

Leading law firms Pepper Hamilton and Khaitan & Co. will be joining together to discuss: • Start-Up India - India’s newly adopted regime for start-ups and what it means for foreign investors and IT and e-commerce providers in…more

E-Commerce, Foreign Investment, India, Information Technology, Startups

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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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EEOC Takes Sexual Orientation Discrimination to Federal Court

Employers should consider implementing anti-discrimination and anti-harassment policies in the workplace that include protections for employees based on their sexual orientation and gender identity and expression. On March…more

Civil Rights Act, EEOC, ENDA, Gender Discrimination, Gender Identity

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How to Negotiate an Exclusive Use Provision

Both landlords and tenants are well served to begin discussing exclusives early in the lease negotiations. An exclusive use clause is a valuable and often heavily negotiated provision in leases. An “exclusive” prohibits a…more

Commercial Leases, Commercial Real Estate Market, Exclusive Use, Landlords, Tenants

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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 Policy

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Executives Beware: The DOJ and SEC Have Set Their Sights on Individual Wrongdoing

The DOJ’s Yates Memo makes individual prosecutions a higher priority and makes a company’s own identification of potentially culpable individuals an explicit factor in assessing cooperation credit…more

Corporate Fines, Corporate Governance, Deferred Prosecution Agreements, DOJ, DPA

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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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JOBS Act Rules – Limited Grandfathering For Current Investors; Certain Other Form D Developments

Issuers taking advantage of the general solicitation allowance provided by Rule 506(c) must take “reasonable steps” to verify the accredited investor status of investors in the offering…more

Accredited Investors, Advertising, General Solicitation, Grandfathering Rules, Investors

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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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PA Court Permits Attorney General to Retain Contingency Counsel to Enforce Consumer Protection Laws Against Long-Term Care Facility

State and local governments will increasingly use consumer protection law to regulate long-term care facilities, with private plaintiffs’ counsel advocating for a role in government actions. Under GGNSC Clarion LP v. Kane,…more

Health Care Providers, Long Term Care Facilities, Nursing Homes

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Federal Judge in Ohio Accepts Future Competition Theory: Parties Should Proceed with Caution in Deals to Acquire Potential Competitors

The court’s decision in FTC v. Steris demonstrates the importance of conducting a thorough antitrust analysis of all aspects of a merger or acquisition from every possible angle, including likely future competition. On…more

Acquisition Agreements, FDA, FTC, Healthcare, Horizontal Mergers

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FDA Issues Final Rule on Sanitary Transportation of Food

The Rule is broad in scope and reaches nearly every party involved in the shipment of food through the United States. On April 6, the Food and Drug Administration (FDA) published its final rule governing the sanitary…more

Department of Transportation (DOT), FDA, Final Rules, Food Manufacturers, Food Safety

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New Final Rules for Post-Grant Proceedings Published by USPTO on April Fools Day

The USPTO has gone ahead and finalized new rules for post-grant proceedings under the America Invents Act (AIA) – despite heavy criticism that the rules do little to alter the lopsided nature of these proceedings. The new rules…more

America Invents Act, Covered Business Method Proceedings, Final Rules, Inter Partes Review Proceedings, Patent Infringement

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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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District Court Rules Pharmaceutical Manufacturers Are Not Required to Discount Orphan Drugs - Regardless of the Condition Being Treated - for Certain 340B Eligible Health Care Entities

HHS’ rule requiring pharmaceutical manufacturers to discount orphan drugs when they were used to treat non-rare diseases was inconsistent with Congress’ intent to exclude all orphan drugs from the 340B discount program for…more

Affordable Care Act, FDA, Healthcare, HHS, Orphan Drugs

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SEC Proposes New Rule Governing Funds' Use of Derivatives

The proposed rule would establish the exclusive means through which funds could enter into certain leveraged transactions, including swaps, futures, reverse repurchase agreements and short sales. At an open meeting of the…more

Derivatives, Investment Company Act of 1940, Investment Funds, Required Forms, SEC

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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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[Webinar] The Co-investment Climate in Private Equity - February 10th, 12:00 EST

Co-investments are an increasingly important component of capital used by private equity groups (PEGs) to fund acquisitions and represent an increasingly significant portion of this capital. This is one of the key findings of a…more

Acquisitions, Co-Investment Rights, Continuing Legal Education, Investors, Private Equity

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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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Five Document Management Strategies That Reduce Burdens Of E-Discovery In Construction Claims

Litigants in all industries, including construction, have to deal with electronic documents. Collecting, processing, reviewing and producing these documents involves substantial expenditures of time, manpower and money, often…more

Construction Disputes, Data Retention, Document Retention Policies, Electronically Stored Information, Litigation Hold

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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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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 Proposes New Rule Governing Funds' Use of Derivatives

The proposed rule would establish the exclusive means through which funds could enter into certain leveraged transactions, including swaps, futures, reverse repurchase agreements and short sales. At an open meeting of the…more

Derivatives, Investment Company Act of 1940, Investment Funds, Required Forms, SEC

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Expect Increased Environmental Regulatory Scrutiny in the Wake of the Flint Water Crisis

The regulated community should plan for an increased level of agency oversight, inspection and enforcement and increased public involvement. Although there has been much finger pointing as to which party or parties may be…more

Contamination, Drinking Water, Enforcement Actions, Environmental Liability, Environmental Site Assessment

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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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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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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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Extension for Philadelphia Nonprofit Property Owners Filing to Maintain Tax Exemption

Nonprofit organization owners of tax-exempt real property located in Philadelphia were required to submit information by March 31, 2015 for their properties to continue to be exempt from tax for 2016. The Philadelphia Office of…more

Deadlines, Non-Profits, Property Tax, Tax Exempt

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Federal District Court in California Holds that Subcontract Provision Binding Subcontractor to Result of Dispute Resolution under Prime Contract Was Not an Effective Waiver of Miller Act Rights

DVBE Trucking and Construction Co., Inc. v. McCarthy Building Companies, Inc., 2015 U.S. Dist. LEXIS 90052 (N.D. Cal. July 10, 2015) - This payment dispute case arises out of a Veterans Affairs (“VA”) construction project…more

Construction Industry, Contractors, Department of Veterans Affairs, Federal Contractors, Late Payments

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Regulations Finalize Treatment of Basis of Indebtedness of S Corporations to Their Shareholders

Regulations issued July 23, 2014 finalize certain treatment of the basis of indebtedness of S corporations to their shareholders. The regulations adopt the June 2012 proposed regulations without substantive change, except for…more

Debt Restructuring, Debt Securities, Insider Loans, S-Corporation, Tax Basis

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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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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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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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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 Companies, Limited Liability Partnerships, Limited Partnerships

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Third Circuit Clarifies the Ascertainability Standard in Class Certification Proceedings

In a precedential opinion issued on April 16, 2015, the Third Circuit sought to clarify its requirement that a proposed class be sufficiently ascertainable in order to be certified under Fed. R. Civ. P. 23(b)(3). Expressing…more

Appeals, Ascertainable Class, Class Action, Class Certification, Federal Rules of Civil Procedure

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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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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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Can Amended Federal Rule of Civil Procedure 37(E) Rewrite Plaintiffs' Spoliation Playbook?

The application of Rule 37(e) may limit spoliation litigation to issues relevant to underlying claims and defenses. A key component in plaintiffs’ playbook when facing a corporate defendant is to attempt to try cases not…more

Adverse Inference Instructions, Corporate Counsel, Discovery, Duty to Preserve, Electronically Stored Information

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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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Investment Management and Hedge Funds – What’s Happening Now?

In This Presentation: - Trademarks – not just for consumer companies - Strength of a Trademark: Categories - Choosing a Trademark - Obtaining Protection – Common Law Rights - Obtaining…more

Hedge Funds, Investment Management, Likelihood of Confusion, Trademark Infringement, Trademarks

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When Is Evidence of a Foreign Cartel Proof of a U.S. Price-Fixing Conspiracy?

The Third Circuit held that in antitrust cases involving concentrated markets, courts must carefully consider the nature of the industry and whether the actions of defendants can be equally attributed to independent conduct as…more

Antitrust Conspiracies, Antitrust Litigation, Cartels, Corporate Counsel, Food Manufacturers

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FTC Report Tallies Hatch-Waxman Settlements in First Full Year After Actavis

On January 13, 2016, the Federal Trade Commission (FTC or the Commission) released an overview of the pharmaceutical patent settlements filed with the Commission in Fiscal Year 2014 (October 1, 2013 – September 30, 2014). The…more

FTC v Actavis, Generic Drugs, Hatch-Waxman, Medicare Modernization Act, Patent Infringement

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New Jersey Court Makes Class Action Plaintiffs Pay the Price

The Appellate Division’s opinion in Dugan will undoubtedly hinder future plaintiffs who seek certification in New Jersey consumer class action cases. Defending against consumer class actions in New Jersey just got a little…more

Class Action, Class Certification, Disclosure Requirements, Product Pricing, Restaurant Industry

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Six Things the Private Sector Should Know About EPA's Final Vapor Intrusion Guidance

The cumulative impact of the EPA guidance is to require the generation of more data, which means more sampling and analysis, more frequent and stringent remediation, and potentially higher remediation costs. At long last,…more

Compliance, Department of Defense (DOD), EPA, Final Guidance, Groundwater

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Breaking News: Supreme Court Rules on Affordable Care Act Contraception Mandate

In Burwell v. Hobby Lobby, the U.S. Supreme Court ruled 5-4 that certain closely held corporations with religious objections cannot be required to provide health insurance coverage that includes certain types of contraception…more

Affordable Care Act, Burwell v Hobby Lobby, Contraceptive Coverage Mandate, Contraceptives, Hobby Lobby

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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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It Is Not All Bad News from the Supreme Court in Campbell-Ewald v. Gomez

In a recent clash between contract principles and the mootness doctrine, contract principles won. Relying on traditional contract principles, the U.S. Supreme Court issued a 6–3 decision on January 20, holding that an unaccepted…more

Campbell Ewald v Gomez, Class Action, Class Representatives, Corporate Counsel, Mootness

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U.S. Supreme Court Agrees To Hear Government’s Appeal Of Sixth Circuit’s Ruling In U.S. v. Quality Stores That SUB Payments Are Not ‘Wages’ Subject To FICA Taxation

On October 1, 2013, the U.S. Supreme Court agreed to hear the federal government’s appeal of the Sixth Circuit’s decision in United States v. Quality Stores, Inc. (In re Quality Stores, Inc.), 693 F.3d 605 (6th Cir. 2012),…more

FICA Taxes, Quality Stores, SCOTUS, Wages

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Mid-Market Trends - Leveraged Lending and the Current Regulatory Environment

Financial institutions, institutional investors and liquidity providers to the leveraged loan markets are finding themselves increasingly subject to new regulation in the United States and abroad. Both global and U.S. regulators…more

Capital Markets, Comptroller, FDIC, Federal Reserve, Financial Institutions

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In Omnicare, Supreme Court Draws Distinction Between Factual Misstatements and Factual Omissions in Setting Standards for Determining Section 11 Opinion Statement Liability

On March 24, the U.S. Supreme Court handed down its landmark decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. The Court vacated the U.S. Court of Appeals for the Sixth Circuit’s ruling…more

Material Misstatements, Omnicare, Omnicare v Laborers District Council, Registration Statement, SCOTUS

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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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Statute of Limitations

The Doctrine of Nullum Tempus, and Its Impact on Statutes of Limitation and Statutes of Repose - The common law doctrine of nullum tempus occurrit regi — generally translated to mean “time does not run against the king” —…more

Construction Industry, Construction Litigation, Statute of Limitations, Statute of Repose

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Proposed Regulations and Guidance Issued for Executive Order on Fair Pay and Safe Workplaces

Although the regulations are not final and may change, government contractors should take steps now to prepare for the anticipated final regulations under the Executive Order. On May 28, the Federal Acquisition Regulatory…more

Arbitration, Civil Rights Act, Davis-Bacon Act, DOL, EEOC

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Executives Beware: The DOJ and SEC Have Set Their Sights on Individual Wrongdoing

The DOJ’s Yates Memo makes individual prosecutions a higher priority and makes a company’s own identification of potentially culpable individuals an explicit factor in assessing cooperation credit…more

Corporate Fines, Corporate Governance, Deferred Prosecution Agreements, DOJ, DPA

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Securities And Exchange Commission Creates New Private Fund Unit Dedicated To Examination Of Private Equity And Hedge Funds

On April 7, 2014, it was announced that the United States Securities and Exchange Commission (SEC) has created a new private fund unit dedicated to the examination of private equity and hedge funds…more

Enforcement, Hedge Funds, Private Equity, Private Funds, SEC

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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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Mid-Market M&A: The Valuation Gap - March 2016

How big a part has a valuation gap played in stalling North American mid-market M&A? Pepper Hamilton partner Andrew Hulsh joined five leading professionals for their take in a report by Mergermarket. Over the last year, a…more

Corporate Sales Transactions, Investment, Life Sciences, Private Equity, Selling a Business

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Washington State Court Affirms $155M Jury Award Against Contractor and Surety Stemming from Claim of Default Due to Delayed Performance, Sustaining Denial of Contractor’s Differing Site Condition Defense

King County v. Vinci Construction Grands Projects/Parsons RCI/Frontier-Kemper, JV, 2015 Wash. App. LEXIS 2735 (Nov. 9, 2015) - The Court of Appeals of Washington recently decided King County v. Vinci Construction Grands…more

Appeals, Construction Industry, Construction Litigation, Site Condition Claim, Waste Treatment Facilities

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Pennsylvania Commonwealth Court Declares Corporate Net Income Tax Net Operating Loss Scheme Unconstitutional

Taxpayers that are in a positive net operating loss carryover position, but that paid tax in any open year due to the statutory scheme, should file protective refund claims seeking a refund for any overpaid tax…more

Corporate Net Income, Net Operating Losses, Overpayment, Tax Refunds, Uniformity Clause

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Update on Section 363 of the Bankruptcy Code and Delaware Bankruptcy Court’s Decision in the Fisker Automotive Holdings Inc. Bankruptcy Case

Section 363 of the Bankruptcy code has been a topic of discussion in legal circles lately. We are joined by Henry Jaffe, a partner in Pepper’s Corporate Restructuring and Bankruptcy Practice Group, to discuss Section 363 and…more

363 Sales, Commercial Bankruptcy, Fisker

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FINRA’s 2014 Regulatory And Examination Priorities Address Existing And Emerging Investor Protection And Market Integrity Issues

On January 2, the Financial Industry Regulatory Authority (FINRA) published its annual regulatory and examination priorities letter. The letter identifies and sets forth how FINRA intends to address significant risks and issues…more

Algorithmic Trading, Broker-Dealer, Cybersecurity, Financial Reporting, FINRA

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Federal Court Holds that Data Breach Plaintiffs Have No Standing Unless They Show Misuse

Storm v. Paytime, Inc. — a recent case decided by the U.S. District Court for the Middle District of Pennsylvania — gives companies that have suffered third-party data breaches another decision to support dismissing class…more

Class Action, Data Breach, Imminent Harm, Popular, Standing

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IRS Restructuring LB&I Division and Audit Process Again - Tax Update Vol. 2015, Issue 4

The changes include a move toward more issue-focused and efficient audits, which should benefit both the IRS and its taxpayers. It seems like the Internal Revenue Service (IRS) reorganizes its Large Business and…more

Audits, Corporate Taxes, IRS

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A Case to Watch: Highway Contractor Appeals $663M False Claims Act Judgment

On August 31, 2015, highway contractors Trinity Industries, Inc. and Trinity Highway Products, LLC (collectively, Trinity) appealed to the U.S. Court of Appeals for the Fifth Circuit a $663,360,750 final judgment entered against…more

Appeals, Attorney's Fees, Civil Monetary Penalty, Construction Industry, Corporate Counsel

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Intellectual Property Issues for Health Care Providers - November 2014

In This Presentation: - Introduction - Intellectual Property (IP) Basics - IP Strategy - IP Encountered by Health Care Providers - Securing Ownership of IP Assets - Managing/Registering…more

Business Assets, Copyright, Health Care Providers, Patents, Trade Secrets

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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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2014 Brings Changes In Pennsylvania Realty Transfer Tax

Act 52 of 2013 amended many provisions of Pennsylvania state taxes, including some relatively minor changes to the realty transfer tax that took effect on January 1, 2014. The most significant change to the realty transfer tax…more

Property Tax, Real Estate Market, Real Estate Transfers, Transfer Taxes

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Breaking News: Supreme Court Rules on Affordable Care Act Contraception Mandate

In Burwell v. Hobby Lobby, the U.S. Supreme Court ruled 5-4 that certain closely held corporations with religious objections cannot be required to provide health insurance coverage that includes certain types of contraception…more

Affordable Care Act, Burwell v Hobby Lobby, Contraceptive Coverage Mandate, Contraceptives, Hobby Lobby

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Supreme Court Upholds Health Care Law

The Court’s decision protects tax credits for those who reside in the 34 states where there are federally established exchanges. On June 25, the U.S. Supreme Court — considering the second challenge to the 2010 Patient…more

Affordable Care Act, Health Insurance, Health Insurance Exchanges, Individual Mandate, SCOTUS

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NYSE And NASDAQ Compensation Committee And Compensation Advisers Listing Standards

Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Act) provides standards and disclosure requirements related to the independence of compensation committees and their retained advisors. To…more

Compensation Committee, Dodd-Frank, Listing Standards, Nasdaq, NYSE

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Practical Considerations For A Rule 506(c) General Solicitation

So you want to jump into the fray and take advantage of the new opportunities created by the JOBS Act’s elimination of the ban on general advertising of private placements?…more

Advertising, Dodd-Frank, General Solicitation, JOBS Act, Private Placements

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Lessons from GM Bellwether Selection: Fairness Over Farce

By advancing their argument, plaintiffs exposed what parties have long known — that the ‘bellwether’ process has lost its meaning…. This process results either in resolutions dictated by aberrant cases or, more likely, a waste…more

Automotive Industry, Bellwether Verdicts, Class Action, General Motors, Lipitor

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[Webinar] Registration of 'Disparaging' Trademarks After 'The Slants' - January 27, 12:00-1:00pm, EST

The Federal Circuit Court of Appeals has ruled that Section 2(a) of the Lanham Act, which bars registration of marks that “disparage” a group of people, is an unconstitutional infringement of First Amendment free speech rights…more

Continuing Legal Education, Disparagement, First Amendment, Free Speech, Lanham Act

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Maryland Appellate Court Holds Economic Loss Doctrine Bars Contractor’s Tort Claims Against Government’s Design Professional on Public Construction Project

Balfour Beatty Infrastructure, Inc. v. Rummel Klepper & Kahl, LLP, 226 Md. App. 420, 130 A.3d 1024, 2016 Md. App. LEXIS 3 ( Md. Ct. Spec. App. Jan. 28, 2016) The City of Baltimore retained a design professional, Rummel Klepper &…more

Construction Industry, Design Professionals, Economic Loss Doctrine, Federal Contractors, Negligence

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Telemedicine: Many Opportunities, Many Legal Issues, Many Risks

Telemedicine touches on multiple practice areas for health care lawyers, such as payment and reimbursement, fraud and abuse, credentialing and privileging, peer review, privacy, consent, licensing, and regulatory compliance…more

CMS, Healthcare, Technology, Telemedicine

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[Webinar] Data Protection Update: Joint Webinar with Travers Smith - March 9th, 12:00pm (EST) | 9:00am (PST)

The demise of the EU-US safe harbor arrangement has been bad news for many businesses in the US and the UK. A new "EU-U.S. Privacy Shield" deal in principle has just been announced as the replacement to the safe harbor but it is…more

Cybersecurity, Data Protection, EU, EU Data Protection Laws, EU-US Privacy Shield

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Underwriters, Universities and Government Debt Issuers Face a Critical Deadline

Join Pepper Hamilton in a special webinar examining the latest developments in the U.S. Securities and Exchange Commission’s Municipalities Continuing Disclosure Cooperation Initiative (MCDC Initiative), including what…more

Deadlines, Debt, Debtors, Disclosure Requirements, MCDC

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PBV Selection Issues: Previous Competition and PHA-Owned Units

Two of the most troublesome aspects of selecting project-based voucher proposals have been selection based on previous competition and selection of public housing agency-owned units. Originally published in the Pennsylvania…more

Affordable Housing, Construction Industry, Financial Assistance Policy, Housing Developers, HUD

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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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EPA'S Hazardous Waste Pharmaceuticals Rules May Impose Significant Burdens on Health Care Facilities - Comment Period Runs Until December 24, 2015

The Environmental Protection Agency (EPA) has promulgated its proposed regulation of “hazardous waste pharmaceuticals,” i.e., pharmaceutical residues discarded from health care facilities which also meet EPA’s long-standing…more

Compliance, Continuing Care Retirement Communities, Controlled Substances, Controlled Substances Act, Dental Practice

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Village At Camp Bowie: The Fifth Circuit Weighs In On Artificial Impairment

A key tenet of reorganization under Chapter 11 is that if the debtor’s plan impairs creditors, at least some of those creditors must agree to the plan. More specifically, “if a class of claims is impaired under the plan, at…more

Artificial Impairment, Chapter 11, Creditors, Debtors, Reorganizations

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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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Can Amended Federal Rule of Civil Procedure 37(E) Rewrite Plaintiffs' Spoliation Playbook?

The application of Rule 37(e) may limit spoliation litigation to issues relevant to underlying claims and defenses. A key component in plaintiffs’ playbook when facing a corporate defendant is to attempt to try cases not…more

Adverse Inference Instructions, Corporate Counsel, Discovery, Duty to Preserve, Electronically Stored Information

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Trends for Early-Stage Investing in Emerging Managers

The current environment for early-stage investing with emerging managers reflects an increasing number and variety of early-stage investments firms, an increasing pool of talented emerging managers, and a growing number and…more

Asset Management, Filing Requirements, Form ADV, Hedge Funds, Investment

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Private Equity Co-Investments

Interest in co-investment opportunities has increased over the years due to investor demands for lower-cost investments and the need of fund sponsors to differentiate themselves from other private equity firms. As institutional…more

Co-Investment Rights, Fundraisers, Investors, Private Equity, Private Funds

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Federal Circuit Clarifies Patent Term Adjustment Provisions

On January 15, 2014, the Federal Circuit issued in Novartis v. Lee its anticipated opinion regarding the proper interpretation of 35 U.S.C. § 154, the statute that determines how patent term adjustment (PTA) is calculated. The…more

Patent Litigation, Patent Reform, Patent Term Adjustment, Patent Terms, Patents

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Pennsylvania Commonwealth Court Holds Enforceable School District’s Oral Promise to Pay Subcontractor for Returning to Job after Prime Contractor’s Termination

Zacherl, Inc. v. Flaherty Mechanical Contractors, LLC, 131 A.3d 1030, 2016 Pa. Commw. LEXIS 22 (Jan. 6, 2016) - The West Allegheny School Board (the “School Board”) voted to approve the School District’s (the “District’s”)…more

Construction Contracts, Construction Industry, Construction Project, Contract Disputes, Contractors

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Proposed Section 752 Regulations Would Prohibit Bottom Guarantees And Impose Net Worth Requirements In UPREIT Transactions

The IRS has recently proposed regulations under Section 752 of the Code which, if finalized in current form, would radically change the use of guarantees in partnership transactions. Under these regulations, bottom guarantees…more

Business Taxes, Corporate Taxes, Income Taxes, IRS, Partnerships

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Third Circuit Rules that Temporary Worker Assigned by Staffing Agency Can Bring Race Discrimination Claim Against Company Where He Was Placed

The Third Circuit’s decision should cause companies to review their relationships with temporary workers, assess the risk of their being viewed as joint employers and, if appropriate, restructure the relationships to minimize…more

Employer Liability Issues, Joint Employers, Race Discrimination, Temporary Employees, Title VII

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Is the Party Over? New Jersey Permit Extension Act to Expire Unless Legislature Acts

Members of New Jersey’s development community are wondering: “Is the permit extension party over?” For the last six years, approved development projects have received the protection of the New Jersey Permit Extension Act (PEA),…more

Building Permits, Real Estate Development, Tolling Provisions

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Pennsylvania’s Mechanics’ Lien Law Of 1963 – The Owner’s Perspective After The Amendments Of 2006 - 2014

When a property owner undertakes a construction project, chances are that he looks forward to enjoying his new (or improved) property. Drawings in hand, he anticipates the day when his project will be complete and ready for…more

Construction Industry, Liens, Mechanics Lien

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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 Companies, Limited Liability Partnerships, Limited Partnerships

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It Is Not All Bad News from the Supreme Court in Campbell-Ewald v. Gomez

In a recent clash between contract principles and the mootness doctrine, contract principles won. Relying on traditional contract principles, the U.S. Supreme Court issued a 6–3 decision on January 20, holding that an unaccepted…more

Campbell Ewald v Gomez, Class Action, Class Representatives, Corporate Counsel, Mootness

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The Pepper 5: On 2014 Venture Capital Funding Outlook

This is a podcast series where we ask Pepper attorneys five key questions on topics that are top of mind for our clients. Today we are focusing on venture funding and our guest is Pepper partner Steven R. London from our Boston…more

Venture Capital

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A Cautionary Tale on Gun-Jumping: The Antitrust Division Expands its Use of Disgorgement in Enforcement of Civil Antitrust

The success of a merger or acquisition often largely depends on pre-closing planning and the rapid integration of the merged entities or acquired assets. In any transaction, the need for planning and speed create certain…more

Antitrust Litigation, Antitrust Provisions, Corporate Counsel, Disgorgement, Enforcement

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Are You Ready For Your Next Audit?

By now, federal contractors should have taken a hard look at their current Affirmative Action Plan (AAP) policies, procedures and documentation to ensure compliance with the new requirements. Under the Office of Federal Contract…more

Affirmative Action, Audits, Federal Contractors, Hiring & Firing, OFCCP

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A Case to Watch: Highway Contractor Appeals $663M False Claims Act Judgment

On August 31, 2015, highway contractors Trinity Industries, Inc. and Trinity Highway Products, LLC (collectively, Trinity) appealed to the U.S. Court of Appeals for the Fifth Circuit a $663,360,750 final judgment entered against…more

Appeals, Attorney's Fees, Civil Monetary Penalty, Construction Industry, Corporate Counsel

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Guidance for Employers on Addressing the NLRB's Joint Employer Decision

Prudent employers should evaluate their contingent employee relationships in light of the NLRB’s recent decision. To say that the National Labor Relations Board’s (NLRB’s or Board’s) recent decision in Browning-Ferris…more

Browning-Ferris Industries of California Inc., Collective Bargaining, DOL, Joint Employers, NLRA

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[Webinar] Making Them Pay: Winning Attorney Fees in Patent Litigation - Oct. 8th, 12:00pm EDT

In most litigation, each party pays its own attorney fees and costs, regardless of the outcome of the case. The Patent Act of 1952, however, allowed for an award of fees to the prevailing party in patent litigation in…more

Attorney's Fees, Exceptional Case, Fee-Shifting, Intellectual Property Litigation, Octane Fitness v. ICON

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New Jersey Enacts Law Providing Increased Protection To Pregnant Employees

Earlier this week, New Jersey Gov. Chris Christie signed into law a bill that expressly bans pregnancy discrimination in the workplace and requires employers to provide reasonable accommodations for workers on the basis of…more

Employee Rights, Pregnancy, Pregnancy Discrimination

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What To Do When One of Your Employees Is Arrested

It’s a question more employers find themselves asking: “What should I do if one of my employees gets arrested?” Originally published in The HR Specialist - March 2016 issue…more

Arrest, Convictions, Employee Rights, Employment Policies

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FDA Issues Final Rule on Sanitary Transportation of Food

The Rule is broad in scope and reaches nearly every party involved in the shipment of food through the United States. On April 6, the Food and Drug Administration (FDA) published its final rule governing the sanitary…more

Department of Transportation (DOT), FDA, Final Rules, Food Manufacturers, Food Safety

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Practical Guidance on Security Deposits

Whether you are the tenant or the landlord in a commercial lease, the discussion about a security deposit is likely to come up early on in your negotiation of lease terms. A security deposit provides the landlord with some…more

See All Updates »

Privacy Implications of CISA for Financial Institutions

Financial institutions are attractive targets for cyber attacks due to their collection of private customer and economic information. In order to help the private sector respond more effectively to cyber attacks, President Obama…more

Banking Sector, Cyber Attacks, Cybersecurity, Cybersecurity Information Sharing Act (CISA), Financial Institutions

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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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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 Proceedings, Life Sciences, Orange Book, Patents, Post-Grant Review

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Observation 1.3 On The Volcker Rule: What Fund Managers Need To Know About The Volcker Rule Impact On Client Bank Investors

On April 1, 2014, the final regulations implementing the “Volcker Rule” became effective. The regulations were jointly adopted on December 10, 2013 by the Board of Governors of the Federal Reserve System (FRB), the Office of the…more

CFTC, Federal Reserve, Fund Managers, Investment Funds, Proprietary Trading

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Estoppel Does Not Attach When Petitioner’s Grounds Are Denied As Redundant

Under 35 U.S.C. 315(e)(1), a petitioner in an inter partes review of a claim in a patent that has resulted in a final written decision by the Board may not request or maintain a proceeding before the Patent Office with respect…more

CAFC, Estoppel, Inter Partes Review Proceedings, Patent Infringement, Patent Litigation

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EEOC Issues Nationwide Policy of Providing Charging Parties with Employers' Complete Position Statements

Most employment discrimination cases begin with agency action, in which the aggrieved employee brings his/her claim or Charge to the Equal Employment Opportunity Commission (EEOC), or its state or local agency equivalent, for…more

Corporate Counsel, EEOC, Employment Discrimination, Testimonial Statements

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Applicability of 'Investment Purpose' Exemption to HSR Reportability Focuses on Intent of Equity Purchasers

If a purchaser’s goals shift to include influence on the business management or board composition of the target issuer, an HSR filing must be considered. The Federal Trade Commission (FTC or Commission) has once again…more

DOJ, Equity Investors, Filing Requirements, Financial Institutions, Financial Markets

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OCIP Liability Insurer Required to Indemnify Florida Contractor for $23M in Property Damage Arising Out of Defective Subcontractor Work

Pavarini Construction Co. v. Ace American Insurance Co., 2015 U.S. Dist. LEXIS 151247 (S.D. Fla. Oct. 29, 2015) - This action arose out of a construction project to build a 63-story luxury condominium tower located in…more

Commercial General Liability Policies, Construction Contracts, Construction Defects, Construction Disputes, Construction Industry

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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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To Force Government To Be Transparent, Go Directly to the Campaign Trail: Terry Mutchler

The Founding Fathers recognized the power of public records in a democracy. The Declaration of Independence decried government gamesmanship that kept public records away from citizens. Originally published on PennLive -…more

FOIA, Political Campaigns, Political Candidates, Public Records, Request For Information

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OSHA Joins the Growing Support for Transgender Rights in the Workplace

With the increased government scrutiny of transgender issues in the workplace, employers should be careful not to discriminate against transgender employees and to treat them in accordance with their gender identities. Most…more

Army, Compliance, Construction Industry, DOL, EEOC

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[Webinar] Beam It Up Safely: Navigating Data Privacy and Security in Telemedicine's Uncharted Territory - Sept. 17, 12:00pm EDT

Science fiction programs once imagined a future where a doctor on a spaceship could treat a patient on a distant planet using groundbreaking technology. The health care industry may not yet have made this giant leap, but doctors…more

Data Privacy, Data Protection, Data Security, Electronic Medical Records, Medical Records

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U.S. and EU Authorities Announce New Privacy Shield for Data Transfers

Companies should still ensure that they are lawfully transferring data through an alternative mechanism until the details of the Privacy Shield are released. The U.S. Department of Commerce and the European Commission (the…more

Article 29 Working Party (WP29), CJEU, EU, EU-US Privacy Shield, FTC

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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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Lack of Typicality and Adequacy of Representation Prevents Class Certification in Health Care Data Breach

The opinion from the Philadelphia Court of Common Pleas reinforces lack of standing as a defense for companies facing data breach–related class actions. On March 25, the Philadelphia Court of Common Pleas provided…more

Class Action, Data Breach, Defense Strategies, Electronic Medical Records, Healthcare

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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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Battle Between Sneaker Makers Nike and Adidas Will Go Another Round

The Court of Appeals for the Federal Circuit decided an appeal earlier this month in a long-running battle between footwear manufacturers Nike and Adidas that gives Patent Owner Nike a partial (and perhaps fleeting) victory. The…more

Adidas, Inter Partes Review Proceedings, Motion to Amend, Nike, Patent Infringement

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Executives Beware: The DOJ and SEC Have Set Their Sights on Individual Wrongdoing

The DOJ’s Yates Memo makes individual prosecutions a higher priority and makes a company’s own identification of potentially culpable individuals an explicit factor in assessing cooperation credit…more

Corporate Fines, Corporate Governance, Deferred Prosecution Agreements, DOJ, DPA

See All Updates »

New Brazilian Legislation Addresses Bribery By Corporate Entities

Bill Provides Important Incentives for Corporate Compliance Programs - The millions of Brazilians protesting in recent weeks in cities and towns across Brazil have brought important and far-reaching corruption reform to…more

Anti-Corruption, Bribery, Compliance, Corruption, Employer Liability Issues

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Promotion Of Arbitration In The 21st Century

While pundits complain about the United States Supreme Court’s diminishing docket, one area of law seems to have increased in popularity with the justices: arbitration law, and in particular the Federal Arbitration Act (FAA)…more

Arbitration, Federal Arbitration Act, SCOTUS

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California Court Upholds Payroll Tax Withholding on Back Pay and Front Pay Judgment - Tax Update Vol. 2015, Issue 4

The opinion adopts well-established federal law and overturns a 22-year-old California case that held that withholding was not required. Everyone knows that, when an employer pays wages to an employee, the employer must…more

Back Pay, FICA Taxes, Popular, Settlement, Wage and Hour

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Planning For Qualified Dividend Income When Taking Foreign Companies Public - Tax Update Volume 2015, Issue 2

Where Qualified Dividend Treatment Is Important, Serious Consideration Should Be Given to Ensuring the Company Is Eligible for Treaty Benefits Before Taking It Public. Dividends generally are taxed at ordinary income rates…more

Australian Stock Exchange, Capital Gains, Dividends, Income Tax Treaty, IPO

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EEOC Takes Sexual Orientation Discrimination to Federal Court

Employers should consider implementing anti-discrimination and anti-harassment policies in the workplace that include protections for employees based on their sexual orientation and gender identity and expression. On March…more

Civil Rights Act, EEOC, ENDA, Gender Discrimination, Gender Identity

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Affirmatively Furthering Fair Housing: The Good, The Bad, & The Ugly of the Proposed Rule and Draft Assessment Tool

Ever since HUD’s Proposed Rule regarding Affirmatively Furthering Fair Housing (the Rule) was published on July 19, 2013, the housing industry and fair housing advocates have each drawn clear lines in the sand as to where they…more

Affordable Housing, Discrimination, Disparate Impact, Fair Housing Act (FHA), HUD

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New Jersey’s New Complex Business Litigation Program Offers Potential Advantages

After a year of considering the needs of parties to business-related litigation, the Supreme Court of New Jersey has announced that the Judiciary will implement a “Complex Business Litigation Program” effective January 1, 2015,…more

Business Court Division, Business Disputes, Business Litigation, Construction Disputes, Construction Industry

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In Omnicare, Supreme Court Draws Distinction Between Factual Misstatements and Factual Omissions in Setting Standards for Determining Section 11 Opinion Statement Liability

On March 24, the U.S. Supreme Court handed down its landmark decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. The Court vacated the U.S. Court of Appeals for the Sixth Circuit’s ruling…more

Material Misstatements, Omnicare, Omnicare v Laborers District Council, Registration Statement, SCOTUS

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Pennsylvania Court Rules That Arbitrators Should Decide Whether An Arbitration Agreement Has Been Revoked

By strictly construing a court’s role to the questions of whether a valid agreement exists and whether a dispute falls within the terms of an arbitration agreement, the Pennsylvania Commonwealth Court’s decision makes clear that…more

Arbitration, Arbitration Agreements, Discovery, State Farm, Trains

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Supreme Court’s Denial of Certiorari Strengthens Intellectual Property Licensees’ Protections in Cross-Border Insolvency Cases

Chapter 15 of the Bankruptcy Code provides mechanisms for dealing with cases of cross-border insolvency. On Oct. 6, 2014, the U.S. Supreme Court, in Jaffé v. Samsung Electronics Co., Ltd., denied review of a decision of the U.S…more

Chapter 15, Commercial Bankruptcy, Cross-Border, Insolvency, Patents

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Update on Madden v. Midland: Cert. Decision Expected Soon

The certiorari petition asks the court to address whether the National Bank Act continues to have preemptive effect after the national bank has sold or otherwise assigned a loan to another entity. In a petition for a writ…more

Assignees, Financial Services Industry, Madden v Midland Funding, National Bank Act, Non-Bank Lenders

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Is the NLRB Trying to Make Independent Contractor Misclassification an Unfair Labor Practice?

A Regional Director for the NLRB issued an unfair labor practice complaint on April 18, 2016 alleging that a transportation company “has misclassified its employee-drivers as independent contractors, thereby inhibiting them from…more

ALJ, Corporate Counsel, Employer Liability Issues, FLSA, Independent Contractors

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Recent Developments in PA and NJ Regarding Scope of Privilege for Health Care Facilities Engaged in Peer Reviews and Self-Critical Analysis

Three recent cases offer guidance to health care entities in Pennsylvania and New Jersey regarding the discovery of documents created in connection with peer reviews, quality of care reviews and adverse event investigations…more

Health Care Providers, Healthcare, HMOs, Hospitals, Patient Safety

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A Look at Tax Issues of the Life Sciences and Tech Industries

Wolters Kluwer had the opportunity this past week to sit down with Pepper Hamilton LLP partners Todd Reinstein, Washington, D.C., and Joan Arnold, Philadelphia, to discuss current tax issues particularly relevant to the life…more

C-Corporation, Foreign Corporations, Intellectual Property Protection, Life Sciences, Net Operating Losses

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Gist of the Action Doctrine May Not Bar Tort Claims Arising from Negligent Performance of Contractual Duties

On December 15, 2014, the Pennsylvania Supreme Court broke its long silence on the gist of the action doctrine when it issued its decision in Bruno v. Erie Insurance Co. The gist of the action doctrine precludes a plaintiff from…more

Contract Disputes, Homeowner's Insurance, Insurance Litigation, Negligence, Property Damage

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PA Court Permits Attorney General to Retain Contingency Counsel to Enforce Consumer Protection Laws Against Long-Term Care Facility

State and local governments will increasingly use consumer protection law to regulate long-term care facilities, with private plaintiffs’ counsel advocating for a role in government actions. Under GGNSC Clarion LP v. Kane,…more

Health Care Providers, Long Term Care Facilities, Nursing Homes

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Family Office Direct Investing in Private Equity Deals

For most family offices, engaging in direct investment PE deals really means finding the right partner, and the diligence required to find the right PE partner for direct deals is much more involved, and probably less of a…more

Buyouts, Capital Raising, Family Businesses, Fund Managers, Investment

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The Next Wave: Going-Private Transactions

With debut of the market sell-off in January, expected volatility in the coming months and valuation pressures on small-cap equities, it is reasonable to expect that boards of public companies may consider if there are…more

Going-Private Transactions, Merger Agreements, Publicly-Traded Companies

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SBA Issues Call for Early Stage Managers

SBA will generally evaluate applicants for Early Stage SBIC licenses using the same factors used for other SBIC applicants, but with a particular emphasis on the managers’ skills and experience in investing in early stage…more

Applications, Early Stage Companies, Filing Requirements, Licenses, Regulatory Oversight

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Hostile Work Environment: Playing Defense to Offensive Workplace Conduct

A hostile environment can result from the unwelcome conduct of supervisors, co-workers, customers, contractors or anyone else with whom the victim interacts on the job when the unwelcome conduct renders the workplace atmosphere…more

Appeals, Discrimination, DOL, Employment Policies, Harassment

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Massachusetts High Court Holds that Restrictive Independent Contractor Statute Does Not Apply to Real Estate Salespersons in that State

In a long-awaited decision, the Supreme Judicial Court of Massachusetts ruled yesterday that the state independent contractor (IC) law, widely regarded as the most restrictive IC law in the nation, does not apply to licensed…more

Human Resources Professionals, Independent Contractors, MA Supreme Court, Popular, Real Estate Agents

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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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D.C. Circuit Rules A Provision Of The SEC Conflict Minerals Rule Violates The First Amendment

On April 14, 2014, the D.C. Circuit Court of Appeals in Nat'l Ass'n of Mfrs. v. SEC, 2014 BL 102614, D.C. Cir., No. 13-5252, 4/14/14) upheld all aspects of the Securities and Exchange Commission (SEC)’s conflict mineral rule,…more

Conflict Mineral Rules, First Amendment, Natural Resources, SEC

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U.S. Supreme Court Clarifies Bankruptcy Court Jurisdiction but Leaves Some Questions Unanswered in Executive Benefits Insurance Agency v. Arkison

The Supreme Court issued its decision in the closely followed case of Executive Benefits Insurance Agency v. Arkison, Chapter 7 Trustee of Estate of Bellingham Insurance Agency, Inc., 573 U.S. ___ (2014) (Bellingham) this…more

Article III, Chapter 7, Commercial Bankruptcy, EBIA v Arkison, Executive Benefits Insurance Agency

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Summary of HUD's LEAN 232 Program Email Blast Office of Residential Care Facilities (ORCF) February 29, 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

HUD, LEAN Program, Mortgage-Backed Securities, Residential Care Facilities, Risk Management

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Agreements to Arbitrate Are Simple, Right?

The construction industry has been a leader in the use of arbitration to resolve disputes. In the past 30 years, it is fair to say that arbitration has outpaced litigation as the dominant method of dispute resolution. The…more

Arbitration, Arbitration Awards, Attorney's Fees, Construction Disputes, Construction Industry

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A Radical Overhaul? The Third Circuit Analyzes the Federal False Claims Act's Public Disclosure Bar after the Patient Protection and Affordable Care Act

To dismiss a case based on the public disclosure bar, the defense will have to establish that the allegations of fraud already were exposed in the news media or certain federal sources of information. Pharmaceutical, health…more

Affordable Care Act, False Claims Act (FCA), FOIA, FRCP 9(b), Health Care Providers

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Gist of the Action Doctrine May Not Bar Tort Claims Arising from Negligent Performance of Contractual Duties

On December 15, 2014, the Pennsylvania Supreme Court broke its long silence on the gist of the action doctrine when it issued its decision in Bruno v. Erie Insurance Co. The gist of the action doctrine precludes a plaintiff from…more

Contract Disputes, Homeowner's Insurance, Insurance Litigation, Negligence, Property Damage

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More Biotech and Diagnostic Patents At Risk After Federal Circuit Decision

On December 17, 2014, the Federal Circuit Court of Appeals found that certain claims relating to Myriad’s BRCA1 genetic test for breast and ovarian cancer were invalid under 35 U.S.C. § 101 as being ineligible for patent…more

AMP v Myriad, Biotechnology, CLS Bank v Alice Corp, DNA, Mayo v. Prometheus

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Second Circuit Rules PATRIOT Act Does Not Authorize Government's Bulk Telephone Metadata Collection Program

In yet another reminder of the importance of maintaining the privacy of personal information, the Second Circuit Court of Appeals, in ACLU v. Clapper, issued a unanimous decision striking down the National Security Agency’s bulk…more

ACLU, ACLU v Clapper, Appeals, Edward Snowden, Ex Parte

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Out of the Frying Pan: The Complexity of Enforcing a U.S. Judgment in India - U.S.-India Newsletter - Vol. 2016, Issue 1

Because the United States is a non-reciprocating territory, U.S. judgments do not qualify for expedited treatment under Indian civil procedural laws. As a result, the decree-holder must file a new suit to enforce the judgment in…more

Cause of Action Accrual, Corporate Counsel, Foreign Judgments, India, Legal Filings

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Third Circuit Clarifies the Ascertainability Standard in Class Certification Proceedings

In a precedential opinion issued on April 16, 2015, the Third Circuit sought to clarify its requirement that a proposed class be sufficiently ascertainable in order to be certified under Fed. R. Civ. P. 23(b)(3). Expressing…more

Appeals, Ascertainable Class, Class Action, Class Certification, Federal Rules of Civil Procedure

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Some Useful Insights from Steris-Synergy Merger Case

The Federal Trade Commission suffered a rare loss when, on Sept. 24, the U.S. District Court for the Northern District of Ohio denied its request for a preliminary injunction, despite having accepted the FTC’s “actual potential…more

Burden of Proof, Due Diligence, FTC, Healthcare, Horizontal Mergers

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Extended SEC MCDC Initiative Deadline Does Little to Lessen Urgency

The Securities and Exchange Commission (SEC) has recently modified its Enforcement Division’s Municipalities Continuing Disclosure Cooperation (MCDC) Initiative in order to encourage as much participation in the program as…more

Deadlines, Enforcement, Enforcement Actions, MCDC, SEC

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Pennsylvania Independent Regulatory Review Commission Approves Oil and Gas Rulemaking

The purpose of the rulemaking is to modify and update existing requirements related to surface activities associated with the development of conventional and unconventional oil and gas wells…more

Department of Environmental Protection, Oil & Gas, Rulemaking Process, Surface Water, Underground Injection Wells

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NJ Law Grants Tenants Implied Right To Attorney’s Fees Under Residential Leases

New Jersey’s residential landlord/tenant statute has long been considered “tenant-friendly.” This trend continues with the recent enactment of Assembly Bill 3851signed into law by Gov. Chris Christie on January 17, 2014. Under…more

Attorney's Fees, Landlords, Leases, Residential Leases, Tenants

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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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Texas Court of Appeals Holds that Economic Loss Doctrine Does Not Bar Building Owner’s Negligence Claims Against Geotechnical Engineer

USA Walnut Creek, DST v. Terracon Consultants, Inc. f/k/a HBC Engineering, Inc., 2015 Tex. App. LEXIS 1806 (Tex. App. 2015) - This cases arises out of the construction of a twelve building apartment complex in Austin Texas…more

Apartments, Appeals, Construction Defects, Construction Industry, Engineering

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Description of the Small Business Investment Company Debenture Program

A Small Business Investment Company (SBIC) is a privately owned and operated company that makes long-term investments in American small businesses and is licensed by the United States Small Business Administration (SBA)…more

Community Reinvestment Act, Debentures, Investment, Leveraged Lending, SBA

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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 Proceedings, Life Sciences, Orange Book, Patents, Post-Grant Review

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A Radical Overhaul? The Third Circuit Analyzes the Federal False Claims Act's Public Disclosure Bar after the Patient Protection and Affordable Care Act

To dismiss a case based on the public disclosure bar, the defense will have to establish that the allegations of fraud already were exposed in the news media or certain federal sources of information. Pharmaceutical, health…more

Affordable Care Act, False Claims Act (FCA), FOIA, FRCP 9(b), Health Care Providers

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Court Grants Standing Against Coca-Cola Employer for Breach of Employee Information

The decision does not change the law on what is necessary to prove standing, although it does reinforce the notion that a plaintiff will have standing if he or she can allege a concrete injury. In the latest in a slew of…more

Bailments, Breach of Contract, Cause of Action Accrual, Civil Conspiracy, Clapper v. Amnesty International

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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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Access to Justice Panel Urged for Pa.

The creation of a first-ever Access to Justice Commission to serve as a vehicle for studying and implementing measures to expand access to justice in the commonwealth is among the key recommendations released by the Pennsylvania…more

Legislative Agendas

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It Is Not All Bad News from the Supreme Court in Campbell-Ewald v. Gomez

In a recent clash between contract principles and the mootness doctrine, contract principles won. Relying on traditional contract principles, the U.S. Supreme Court issued a 6–3 decision on January 20, holding that an unaccepted…more

Campbell Ewald v Gomez, Class Action, Class Representatives, Corporate Counsel, Mootness

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EU Court of Justice: Safe Harbor Decision Permitting EU-U.S. Personal Data Transfers Is Invalid

Ruling affects approximately 5,000 U.S. companies that have relied on the Safe Harbor to transfer personal data from the EU to the United States. Key Points - - The approach of the U.S. government to personal…more

Cybersecurity, Data Protection, Data Security, Data Transfers, European Court of Justice (ECJ)

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No Easy A: SEC Proposes Rules For Regulation A+

In the last of its major rulemaking proposals under the JOBS Act, on December 18, 2013, the U.S. Securities and Exchange Commission (SEC) voted to publish proposed rules to modify and develop Regulation A, the so-called (and…more

Crowdfunding, Investors, JOBS Act, Preemption, Public Offerings

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[Webinar] Registration of 'Disparaging' Trademarks After 'The Slants' - January 27, 12:00-1:00pm, EST

The Federal Circuit Court of Appeals has ruled that Section 2(a) of the Lanham Act, which bars registration of marks that “disparage” a group of people, is an unconstitutional infringement of First Amendment free speech rights…more

Continuing Legal Education, Disparagement, First Amendment, Free Speech, Lanham Act

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Questions and Answers About Nonconforming Uses Under Pennsylvania Zoning Law

A nonconforming use may continue, and a nonconforming structure may stand, despite their current status of being in violation of a zoning ordinance. What is a nonconforming use? A nonconforming use is a land use or…more

Nonconforming Use, Property Owners, Zoning Laws

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The 'Palmetto Put-Down' Endangers Drug Cos. Nationwide

On Feb. 25, 2015, nearly two years after argument, the South Carolina Supreme Court directed entry of a $136 million judgment against Janssen Pharmaceuticals Inc. These civil penalties stemmed from a suit brought by the state's…more

Civil Monetary Penalty, Deceptive Intent, FDA, Janssen Pharmaceuticals, Labeling

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Reporting a Future Violation of Law Is Not Protected by Michigan's Whistleblower Protection Act

In Pace v. Edel-Harrelson, No. 151374 (Mich. S. Ct. Feb. 1, 2016), the Michigan Supreme Court held that Michigan’s Whistleblower Protection Act (WPA) does not provide recourse to an employee who reports another’s intent to…more

MI Supreme Court, Policy Violations, Whistleblower Protection Policies, Whistleblowers

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The Risk Retention Rules: A Victory for Securitizations Involving Residential Mortgage-Backed Securities?

When Congress passed the Dodd-Frank Act, it mandated the creation of risk retention rules in an effort to align the incentives of sponsors of asset-backed securities (ABS) with the interests of investors and to improve the…more

Asset-Backed Securities, Dodd-Frank, Risk Retention, RMBS

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[Webinar] Making Them Pay: Winning Attorney Fees in Patent Litigation - Oct. 8th, 12:00pm EDT

In most litigation, each party pays its own attorney fees and costs, regardless of the outcome of the case. The Patent Act of 1952, however, allowed for an award of fees to the prevailing party in patent litigation in…more

Attorney's Fees, Exceptional Case, Fee-Shifting, Intellectual Property Litigation, Octane Fitness v. ICON

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A New Tool for Health App Developers to Navigate a Crowded Regulatory Field

As regulators seek to define their authority and the scope of their enforcement power, more health apps will continue to flood the marketplace and transform how patients are treated. As mobile health applications become…more

App Developers, Covered Entities, FDA, FTC, Health Care Providers

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Intellectual Property Issues for Health Care Providers - November 2014

In This Presentation: - Introduction - Intellectual Property (IP) Basics - IP Strategy - IP Encountered by Health Care Providers - Securing Ownership of IP Assets - Managing/Registering…more

Business Assets, Copyright, Health Care Providers, Patents, Trade Secrets

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When May a Previously Approved Site Closure Not Provide Closure - Reopening Vapor Intrusion Sites

We can expect the trend seen in Massachusetts and some other states of reevaluating and reopening previously closed sites to address the vapor intrusion pathway to grow. Massachusetts is the latest state to reevaluate the…more

Contaminated Properties, Department of Environmental Protection, EPA, Toxic Exposure, Vapor Intrusion

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Gist of the Action Doctrine May Not Bar Tort Claims Arising from Negligent Performance of Contractual Duties

On December 15, 2014, the Pennsylvania Supreme Court broke its long silence on the gist of the action doctrine when it issued its decision in Bruno v. Erie Insurance Co. The gist of the action doctrine precludes a plaintiff from…more

Contract Disputes, Homeowner's Insurance, Insurance Litigation, Negligence, Property Damage

See All Updates »

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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EEOC Issues Nationwide Policy of Providing Charging Parties with Employers' Complete Position Statements

Most employment discrimination cases begin with agency action, in which the aggrieved employee brings his/her claim or Charge to the Equal Employment Opportunity Commission (EEOC), or its state or local agency equivalent, for…more

Corporate Counsel, EEOC, Employment Discrimination, Testimonial Statements

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Banks Beware! Parol Evidence May Not Correct Drafting Errors When Enforcing Security Agreements

Secured transactions typically include two key documents, which are often executed simultaneously: a promissory note memorializing loan and repayment terms executed by the borrower in favor of the lender and a security agreement…more

Banks, Chapter 7, Consumer Bankruptcy, Contract Drafting, Lenders

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Every Picture Tells a Story... Convincing Regulators and Courts of Your Client’s Position

When facing the potential of spending large sums of money on remediation, administrative enforcement, or litigation due to a chemical release to the environment, you must be able to take the collected information and data and…more

ASTM, Contaminated Properties, Data Collection, Enforcement Actions, Environmental Impact Report

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CFPB Issues Final Mortgage Servicing Rules

On January 17, 2013, the Consumer Financial Protection Bureau (CFPB) issued two final servicing rules that amend and add new provisions to the Truth in Lending Act and the Real Estate Settlement Procedures Act (Rules), as…more

Adjustable-Rate Mortgage, CFPB, Delinquent Borrowers, Dodd-Frank, Loss Mitigation

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It Is Not All Bad News from the Supreme Court in Campbell-Ewald v. Gomez

In a recent clash between contract principles and the mootness doctrine, contract principles won. Relying on traditional contract principles, the U.S. Supreme Court issued a 6–3 decision on January 20, holding that an unaccepted…more

Campbell Ewald v Gomez, Class Action, Class Representatives, Corporate Counsel, Mootness

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FinCEN Proposes Fifth BSA Pillar

On July 30, 2014, the Financial Crimes Enforcement Network (FinCEN) issued a Notice of Proposed Rulemaking (the Proposed Rule) to clarify and strengthen customer due diligence (CDD) requirements as a fifth pillar under the Bank…more

Bank Secrecy Act, Banks, Due Diligence, Financial Regulatory Reform, FinCEN

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How to Avoid and Respond to a Cybersecurity Breach

In light of numerous recent data breaches, cybersecurity has emerged as an issue impacting organizations ranging from the local hardware store to the largest multi-national firms in the world. In short, no industry is immune to…more

Banking Sector, Breach Notification Rule, CAN-SPAM Act, COPPA, Cyber Attacks

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Contact

3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, Pennsylvania 19103-2799, United States

  • 215.981.4000
  • 215.981.4750

Areas of Practice
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Bankruptcy
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  • Communications & Media Law
  • Constitutional Law
  • Construction Law
  • Debtor/Creditor
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Locations
Other U.S. Locations
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Number of Attorneys

400+ Attorneys

This profile may constitute attorney advertising. Prior results do not guarantee a similar outcome. Any correspondence with this profile holder does not constitute a client/attorney relationship. Neither the content on this profile nor transmissions between you and the profile holder through this profile are intended to provide legal or other advice or to create an attorney-client relationship.

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