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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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Supreme Court Holds That Courts Must Defer To Arbitrators In First Case Addressing International Investment Treaty Arbitration

On March 5, 2014, the United States Supreme Court decided BG Group, PLC v. Republic of Argentina, the first case in which the Court addressed an international investment treaty arbitration (a case between a private investor and…more

BG Group v Republic of Argentina, Bilateral Investment Treaties, Foreign Arbitration Clauses, International Arbitration, SCOTUS

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Final Noncompensatory Partnership Options Regulations Could Affect the Tax Treatment of Penny Warrants and Other Arrangements

Investments in partnerships (and other pass-through entities such as limited liability companies treated as a partnership) often involve the acquisition of warrants, options or other rights to acquire securities. This is often…more

Business Taxes, IRS, Limited Liability Companies, Partnership Agreements, Partnerships

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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, De Facto Officer Doctrine, Dodd-Frank

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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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International Update - Tax Executives Institute PowerPoint Presentation

In this Presentation: - Topics - Inversion - Inversions – How Did We Get Here? - Impact Of The §367 Regulations - 2003 – Enactment of §7874 - §7874 - Determining “Ownership” - Treasury Regulation…more

De Minimis Claims, Income Taxes, International Tax Issues, Inversion, Stocks

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Violence Against Women Act Of 2013 Creates New Clery Act Compliance Obligations

On March 7, 2013, President Obama signed into law the reauthorized Violence Against Women Act (VAWA) of 2013. The bill includes several important amendments to the Clery Act, which will require institutions of higher education…more

Clery Act, Colleges, Compliance, Crime Statistics, Reporting Requirements

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Subtenants Should Carefully Consider Legal Issues of Sublease Arrangements

Depending on the situation, sometimes leasing space from another tenant is a good business decision in terms of price, location and size. While a sublease arrangement makes sense from a business perspective, a subtenant should…more

Landlords, Leases, SNDAs, Subletting, Tenants

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Medical Identity Theft: New Recommendations By The California Attorney General To Health Care Organizations For Keeping Medical Records Healthy And Thriving

Unlike financial identity theft, which targets a victim’s financial health, medical identity theft threatens a victim’s very existence. The unauthorized access of a victim’s medical record not only grants the thief access to the…more

Affordable Care Act, Fraud, Identity Theft, Personally Identifiable Information, PHI

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UPDATE*: Understanding Philadelphia Zoning Law

Moving a project through the Philadelphia zoning process can seem like a daunting task – even after Philadelphia entirely revamped its zoning code. This article will familiarize applicants with the zoning process and help them…more

Municipalities, Urban Planning & Development

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Three Requirements For New York Employers In The New Year

This is a friendly reminder to clients employing workers in New York that they need to comply with the annual pay notice requirement of the state’s Wage Theft Prevention Act (WTPA) by February 1, 2014. As with previous years,…more

Compliance, Employee Rights, FLSA, Pregnancy, Pregnancy Discrimination

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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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Violence Against Women Act Of 2013 Creates New Clery Act Compliance Obligations

On March 7, 2013, President Obama signed into law the reauthorized Violence Against Women Act (VAWA) of 2013. The bill includes several important amendments to the Clery Act, which will require institutions of higher education…more

Clery Act, Colleges, Compliance, Crime Statistics, Reporting Requirements

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Compliance in 140 Characters or Less: FFIEC Supervisory Guidance on Financial Institutions’ Use of Social Media

Of critical importance for any financial institution using Twitter or other social media for business marketing and promoting purposes, the Federal Financial Institutions Examination Council (FFIEC) has issued final supervisory…more

Banking Sector, Corporate Counsel, FFIEC, Final Guidance, Marketing

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Supreme Court Holds That Courts Must Defer To Arbitrator’s Decision To Authorize Class Arbitration

On June 10, 2013, the United States Supreme Court unanimously held in Oxford Health Plans, LLC v. Sutter that an arbitrator’s decision to authorize class arbitration will not be disturbed under Section 10(a)(4) of the Federal…more

Arbitration, Arbitration Agreements, Class Action, Contract Interpretation, Federal Arbitration Act

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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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Just How Much Integration Is Enough: FTC Advisory Opinion Finally Provides Guidance For Competitors Seeking To Collaborate Or Jointly Negotiate

The Federal Trade Commission (FTC) recently issued its first advisory opinion addressing clinical integration programs since the enactment of the Affordable Care Act (ACA). Without a doubt the advisory opinion is useful for the…more

Affordable Care Act, Blue Cross, Blue Shield, Clinical Integration, Competition

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Drug Company Patent Settlements Subject To Rule Of Reason Antitrust Scrutiny

This week, the Supreme Court announced that “reverse payment” settlements of patent litigation between branded and generic pharmaceutical companies are, when challenged in a subsequent antitrust case, to be judged under the rule…more

Actavis Inc., ANDA, FTC, FTC v Actavis, Generic Drugs

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Anti-Inversion Legislation May Impact Non-Inverted Private Equity Deals

Corporate inversions have been the target of regulatory or statutory tax proposals for many years. However, the recently attempted combination of Pfizer and AstraZeneca received prompt and more far-reaching attention in the U.S…more

AstraZeneca, Corporate Governance, Corporate Taxes, Foreign Corporations, Inversion

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Getting The Most Bang For Your Buck – Considering Usable vs. Rentable Square Footage

In commercial leases the leased premises is usually defined in terms of rentable square feet. Tenants often focus their negotiations on the rental rate for those square feet…more

Contract Drafting, Negotiations, Rent, Square Footage, Tenants

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Summary of HUD’s LEAN 232 Program E-Mail Blast: Office of Residential Care Facilities (ORCF), June 26, 2014

In an effort to summarize the highlights of the U.S. Department of Housing and Urban Development (HUD) LEAN E-mail Blasts that we receive, and rarely have time to review in a timely fashion, we at Pepper are providing this quick…more

HUD, LEAN Program, ORCF

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Breathing New Life Into Pennsylvania’s Environmental Rights Amendment

On Dec. 19, 2013, the Pennsylvania Supreme Court issued a controversial decision in Robinson Township v. Commonwealth of Pennsylvania addressing the injunction entered by the Commonwealth Court enjoining the enforcement of a…more

Environmental Policies, Oil & Gas

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Navigating Commercial Lease Assignment Provisions: Tenants Beware

Landlords use lease assignment provisions to maintain control over the quality, composition, and financial capability of their tenants. However, assignment provisions can have a chilling effect on a corporate tenant’s business…more

Assignments, Change in Control, Commercial Leases, Contract Drafting, Landlords

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Challenges To Deducting Settlement Payments Under The False Claims Act: Fresenius Sheds Light On The Burden

Whether a business may deduct litigation settlement payments can have a substantial real dollar impact on the business. In the midst of combating potential litigation, companies rarely first focus on the potential tax impact of…more

Deductions, False Claims Act, Fresenius, IRS, Settlement

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Halliburton II: Recognizing Costs to Companies, Justices Provide Securities Litigation Defendants New Opportunity to Defeat Class Certification

On June 25, 2014, the U.S. Supreme Court decided Halliburton Co. v. Erica P. John Fund, No. 13-317, __ U.S. __ (2014), slip op. (U.S. June 23, 2014) (Halliburton II), holding that defendants in a class action securities lawsuit…more

Basic v Levinson, Class Certification, Fraud, Fraud-on-the-Market, Halliburton

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Pre-formation Investments: Thinking Ahead

Investors in private equity funds (Funds) typically invest in blind pools, under which passive investors commit to invest a designated amount of cash in a Fund over an investment period while relying solely upon the Fund’s…more

Funding, Investors, Private Equity, Startups

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Delaware Non-Stock Corporations May Adopt Bylaws That Shift Fees To Unsuccessful Plaintiffs In Intra-Corporate Litigation

On May 8, 2014, the Delaware Supreme Court held that, under Delaware law, fee-shifting provisions in non-stock corporations’ bylaws can be valid and enforceable (“facially valid”) and may be enforced if not adopted or utilized…more

American Rule, Board of Directors, Bylaws, Fee-Shifting Statutes

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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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Class Arbitration Contractual Waivers Are Valid And Enforceable Even When Plaintiff’s Recovery Is Outweighed By Individual Arbitration Costs

On June 20, 2013, the United States Supreme Court, in a 5-3 opinion in American Express Co. v. Italian Colors Restaurant, 2013 U.S. LEXIS 4700 (June 20, 2013), dealt yet another blow to antitrust plaintiffs’ ability to seek…more

American Express, American Express v Italian Colors Restaurant, Arbitration, Arbitration Agreements, Class Action

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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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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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First Circuit Holds Private Equity Fund May Be Liable For Portfolio Company’s Pension Liability

On July 24, the U.S. Court of Appeals for the First Circuit held that two private equity funds managed by Sun Capital could be liable for their portfolio company’s withdrawal liability from a multiemployer pension plan (Sun…more

Employee Benefits, Investment Portfolios, Liability, Multiemployer Plan, Pensions

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

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

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

See All Updates »

Class Arbitration Contractual Waivers Are Valid And Enforceable Even When Plaintiff’s Recovery Is Outweighed By Individual Arbitration Costs

On June 20, 2013, the United States Supreme Court, in a 5-3 opinion in American Express Co. v. Italian Colors Restaurant, 2013 U.S. LEXIS 4700 (June 20, 2013), dealt yet another blow to antitrust plaintiffs’ ability to seek…more

American Express, American Express v Italian Colors Restaurant, Arbitration, Arbitration Agreements, Class Action

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New Jersey Court Approves Contract That Limits Employee’s Time to Bring Discrimination Claim

The Appellate Division of the Superior Court of New Jersey ruled on June 19, 2014 that an employee is bound by his agreement in an employment application to a six-month limitation period to file any suit against his employer. In…more

Discrimination, Employer Liability Issues, Employment Application, Statute of Limitations, Title VII

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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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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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Halliburton II: Recognizing Costs to Companies, Justices Provide Securities Litigation Defendants New Opportunity to Defeat Class Certification

On June 25, 2014, the U.S. Supreme Court decided Halliburton Co. v. Erica P. John Fund, No. 13-317, __ U.S. __ (2014), slip op. (U.S. June 23, 2014) (Halliburton II), holding that defendants in a class action securities lawsuit…more

Basic v Levinson, Class Certification, Fraud, Fraud-on-the-Market, Halliburton

See All Updates »

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

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

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

See All Updates »

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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Federal Court Agrees With Magistrate That Whether A Tribal Lender Is A For-Profit Corporation Is A Triable Issue Of Fact

On March 7, 2014, the United States District Court for the District of Nevada in Federal Trade Commission (the FTC) v. AMG Services, Inc., et al. granted a partial victory to Indian tribal payday lenders in their ongoing fight…more

EFTA, FTC, Payday Loans, Predatory Lending, TILA

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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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Private Equity And The SEC: A Brave New World Of Scrutiny And Compliance

In early April 2014, the Securities and Exchange Commission (SEC) announced the formation of a new unit within its Office of Compliance Inspections and Examinations (OCIE) that will be dedicated to the examination of private…more

Compliance, Enforcement Actions, Hedge Funds, Investigations, OCIE

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Myriad - One Year Later

The Supreme Court decision last year on June 13, 2013 in Association of Molecular Pathology v. Myriad Genetics may have been a watershed moment for the biotechnology industry. So far the effects have been hard to detect, but…more

Ambry, Biotechnology, DNA, Genetic Materials, Myriad v Ambry

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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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CFTC Adopts Final Harmonization Rules For Registered Investment Companies Dually Registered As Commodity Pool Operators

Eighteen months after amending CFTC Regulation 4.5 to narrow the registered investment company (RIC) exclusion from the definition of commodity pool operator (CPO) and issuing a companion release proposing to amend certain…more

CFTC, CPO, NFA, Registration, RICs

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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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New Survey: Half Of Private Equity Executives Focus On Operational Improvements Before Signing Letter Of Intent

The Deal and Pepper Hamilton LLP released a special report, Strengthening Companies: Operational Improvement Trends, outlining the findings from a new survey of private equity executives. The survey demonstrated the importance…more

Business Development, Corporate Governance, Letters of Intent, Private Equity

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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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CFTC Adopts Final Harmonization Rules For Registered Investment Companies Dually Registered As Commodity Pool Operators

Eighteen months after amending CFTC Regulation 4.5 to narrow the registered investment company (RIC) exclusion from the definition of commodity pool operator (CPO) and issuing a companion release proposing to amend certain…more

CFTC, CPO, NFA, Registration, RICs

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Fourth Circuit Brownfields Decision Stops Short Of Worst-Case Outcome

In a closely watched Superfund case decided April 4, 2013, the Fourth Circuit Court of Appeals interpreted the scope of landowner liability protections Congress put in place in 2002 to "promote the cleanup and reuse of…more

Bona Fide Purchaser, Brownfield Properties, CERCLA, Liability, Superfund

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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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Private Placements Under New Rule 506(c) – Interplay With Other Exemptions And State Law Implications

A fundamental precept of the federal securities laws is that any purchase or sale of a security must either be registered under the Securities Act of 1933 (the Securities Act) or qualify for an exemption from registration…more

General Solicitation, Investors, JOBS Act, Private Placements, Registration

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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

See All Updates »

In Frank Aragona Trust, Tax Court Holds that Trustees’ Activities as Employees Count for Purposes of Material Participation Under Code Section 469

The issue of whether a trust has passive or non-passive income from its investment in a pass-through entity has taken on increased importance in light of the tax imposed on net investment income under Code Section 1411 of the…more

Employee Definition, IRS, Limited Liability Companies, Net Investment Income, Pass-Through Entities

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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

See All Updates »

Tax Developments Affecting Health Care Organizations (Presentation)

In this Issue: •Income recognition issues associated with bundled payment arrangements •Income recognition related to electronic health records •Developments involving the nonaccrual experience method of accounting…more

Bundled Payments, Data Protection, EHR, Healthcare, PHI

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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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New Regulations Provide Advantageous Acquisition Structures

New regulations issued by Treasury under Section 336(e) permit certain stock acquisitions to be treated as asset purchases, allowing buyers access to stepped-up asset basis and corresponding depreciation and amortization…more

Acquisitions, Amortization, Asset Purchaser, Depreciation, Mergers

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Five Cost/Price Evaluation Lessons From Recent Bid Protest Decisions

Introduction - In this era of sequestration and decreased defense spending, paying close attention to cost and price issues is of paramount importance to contractors submitting proposals to the federal government. Nine…more

COFC, Contractors, Defense Contracts, GAO, Sequestration

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Newly Enacted State Laws Will Affect Companies Operating In California

With the New Year comes a slew of California employment regulations that every company conducting business in the Golden State must follow. Unless otherwise stated, the following Assembly bills (ABs) go into effect…more

Breastfeeding, Discrimination, FEHA, Over-Time, Passwords

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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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Third Circuit: Securities Fraud Liability May Be Imputed To Employer Whose Employee Ran Ponzi Scheme On The Side

On February 22, 2013, in the precedential opinion in Belmont v. MB Inv. Partners, Inc., a unanimous panel of the U.S. Court of Appeals for the Third Circuit (Judges Anthony J. Scirica, D. Michael Fisher and Kent A. Jordan)…more

Negligent Supervision, Ponzi Scheme, Securities Fraud, Vicarious Liability

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

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

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

See All Updates »

Supreme Court Holds That Courts Must Defer To Arbitrators In First Case Addressing International Investment Treaty Arbitration

On March 5, 2014, the United States Supreme Court decided BG Group, PLC v. Republic of Argentina, the first case in which the Court addressed an international investment treaty arbitration (a case between a private investor and…more

BG Group v Republic of Argentina, Bilateral Investment Treaties, Foreign Arbitration Clauses, International Arbitration, SCOTUS

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Smart Contracting For Green Design And Construction

Originally published in Green Building News, February 20, 2013. Successful green building requires more planning and, preferably, a greater degree of integration in overall project delivery, than building without green…more

AIA Construction Forms, Construction Contracts, Design-Bid-Build, ENERGY STAR Program, Green Buildings

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Potpourri Of Issues In Foremost Building Bankruptcy Sale

In In re Scimeca Foundation Inc., 497 B.R. 783 (Bankr. E.D. Pa. 2013), a Chapter 7 trustee sought court approval for a sale of the debtor’s property and resolution of related issues over the objections of the debtor. In granting…more

Chapter 7, Commercial Bankruptcy, Debt, Liens, Sale of Assets

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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 Finalizes Amendments To HSR Rules Regarding Transfer Of Exclusive Patent Rights In The Pharmaceutical Industry

The Federal Trade Commission (FTC) has finalized certain amendments to the Hart-Scott-Rodino (HSR) premerger notification regulations clarifying the scope of reportable transactions involving transfers of patent rights in the…more

FTC, Hart-Scott-Rodino Act, Licenses, Manufacturers, Patents

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State Action Doctrine At The Supreme Court: Take Two

The Supreme Court has a renewed interest in the state action doctrine. After declining to clarify what types of state action are exempt from federal antitrust scrutiny for years, the Supreme Court agreed to hear its second case…more

Antitrust Litigation, FTC, FTC v. Phoebe Putney Health System, SCOTUS, State Action Doctrine

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Greenhouse Gas Emissions From Power Plants: What’s In Store For New And Existing Plants?

Among the various Clean Air Act programs, it has been suggested that the New Source Performance Standards program provides the best vehicle for a manageable and effective reduction in greenhouse gas emissions. On June 25…more

Carbon Emissions, Energy, Environmental Policies, EPA, Greenhouse Gas Emissions

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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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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, SUB Payments, Wages

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Debt Markets: Taper Your Enthusiasm – An Update

The debt markets have outperformed themselves during 2013, harkening back to the boom years of 2005 through 2007. That is, if you measure performance by the amount of liquidity in the market. In the context of an overall…more

Debt, EBITDA, Federal Reserve, Hedge Funds, Interest Rates

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Halliburton II: Recognizing Costs to Companies, Justices Provide Securities Litigation Defendants New Opportunity to Defeat Class Certification

On June 25, 2014, the U.S. Supreme Court decided Halliburton Co. v. Erica P. John Fund, No. 13-317, __ U.S. __ (2014), slip op. (U.S. June 23, 2014) (Halliburton II), holding that defendants in a class action securities lawsuit…more

Basic v Levinson, Class Certification, Fraud, Fraud-on-the-Market, Halliburton

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Progress Report On DOD’s Adoption Of Renewable Energy Sources Shows Positive Signs

The Pew Charitable Trusts issued a report this month on the progress of the Department of Defense (DoD) in meeting its renewable energy goals – goals set over a period of years through various means, including legislation. The…more

DOD, Energy Efficiency, Energy Policy, Renewable Energy

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Club Deals: Analysis Of Legal Risks And Potential Consequences

This article analyzes the legal risks and potential consequences of private equity firms collaborating with one another to create consortiums or so-called "clubs" to jointly bid for acquisition of a publicly listed target…more

Acquisitions, DOJ, Investigations, Private Equity, Risk Assessment

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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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Pennsylvania Department Of Revenue Issues Notice On New Receipts Factor Apportionment Rules For Bank Shares Tax

Immediate Action Required by May 14, 2014 for Any Bank ‘Doing Business’ in Pennsylvania - On April 14, 2014 the Pennsylvania Department of Revenue issued Notice 2014-1 (the Notice)…more

Apportionment, Bank Taxes, Banks, Department of Revenue, Revenue

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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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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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As Foreign Banks May Disclose U.S. Depositors, Foreign Account Holders Should Consider IRS OVDI Program

In December, Bank Leumi le-Israel BM issued a letter notifying its U.S. account holders about the IRS Offshore Voluntary Disclosure Initiative (the OVDI). The IRS OVDI is a type of amnesty program under which U.S. citizens and…more

Bank Leumi, FBAR, Foreign Banks, IRS, OVDP

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Great Investment For Doctors: Joint Venture Pharmacies

With reimbursement levels declining, health care organizations, including pharmacies and physicians, continue to look for ways to diversify their businesses. A very attractive vehicle for increasing revenues has been ancillary…more

Healthcare, Joint Venture, Pharmacies, Physicians, Reimbursements

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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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Health Care in 2014: A Brave New World

With the completion of the enrollment phase of the Affordable Care Act (ACA), health care in the United States has entered a new era that will be characterized by extensive changes and challenges for both providers and…more

ACOs, Affordable Care Act, Audits, Bring Your Own Device, GDP

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Practice ‘Bring Your Own Device’? Here’s How to Avoid Legal Trouble

The "Bring Your Own Device" (BYOD) trend has risen dramatically in the last year, but with its increased use comes risks that employers and employees are not equipped to manage. Employers should practice the following in order…more

Bring Your Own Device, Employer Liability Issues

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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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Misbranded Drugs: A Danger To Physicians And Patients

Mail-order businesses, including pharmacies, bombard doctors by fax, phone, and Internet offering an assortment of name-brand medications and treatments at bargain prices. These new options tempt physicians with the promise of…more

Counterfeit Drugs, Criminal Prosecution, FDA, FDCA, Healthcare

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Telemedicine and Mobile Health Innovations Amid Increasing Regulatory Oversight

The growing mobile health market is rapidly transforming health care delivery. More than 80 percent of physicians use mobile technology to provide patient care, and more than 25 percent of commercially insured patients use…more

Affordable Care Act, Health Care Providers, Health Insurance, Healthcare, Healthcare Professionals

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Telemedicine and Mobile Health Innovations Amid Increasing Regulatory Oversight

The growing mobile health market is rapidly transforming health care delivery. More than 80 percent of physicians use mobile technology to provide patient care, and more than 25 percent of commercially insured patients use…more

Affordable Care Act, Health Care Providers, Health Insurance, Healthcare, Healthcare Professionals

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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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Thomson Reuters Session - April: Investment Management, Hedge Funds & Registered Mutual Funds: What's Happening Now?

Pepper partner Gregory J. Nowak has regularly hosted a roundtable in Pepper’s New York office for private funds and their managers to discuss issues in the investment management world. He has recently started to give a preview…more

Appearance Policy, Enforcement Actions, Hedge Funds, Investment Adviser, SEC

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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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Hut, Hut, Hike! Investors Buying Stock In NFL Player Through First Fantex IPO

On April 28, 2014, shares of Fantex, Inc. (Fantex), which are linked to the performance and earnings of Vernon Davis, star tight end of the San Francisco 49ers, were sold to the public. Other professional football players for…more

Fantex, Football, IPO, Vernon Davis

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The Louisiana Supreme Court's Decision In Caldwell v. Janssen And The Broader Implications

On January 28, 2014, the Supreme Court of Louisiana set aside a judgment of $257 million in civil penalties that a lower court had entered in favor of the state against Janssen under the Louisiana Medicaid false claims act,…more

Civil Monetary Penalty, False Claims Act, Fraud, Healthcare, Healthcare Fraud

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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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Progress Report On DOD’s Adoption Of Renewable Energy Sources Shows Positive Signs

The Pew Charitable Trusts issued a report this month on the progress of the Department of Defense (DoD) in meeting its renewable energy goals – goals set over a period of years through various means, including legislation. The…more

DOD, Energy Efficiency, Energy Policy, Renewable Energy

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Claims: Government Investigations, Enforcement and Triggering Insurance Coverage Under D and O Insurance

Recently, Pepper attorneys Frank A. Mayer, III and Charles E. Leasure, III gave a presentation on when an examination of a regulated institution triggers a claim and benefits under an insurance policy. They discussed the latest…more

Board of Directors, D&O Insurance, Investigations, Professional Liability

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Treasury Announces New Markets Tax Credit Awards

The U.S. Treasury Department has announced its award of $3.5 billion of New Markets Tax Credit (NMTC) allocations to 87 Community Development Entities (CDEs) across the country. The allocations will generate $1.365 billion of…more

Community Development Entities, Equity Investors, NMTC, Tax Credits, U.S. Treasury

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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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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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EEOC Issues Guidance on Pregnancy Discrimination

On July 14, 2014, the Equal Employment Opportunity Commission (EEOC) issued its long-anticipated Enforcement Guidance: Pregnancy Discrimination and Related Issues (Guidance). The Guidance is controversial on several fronts. It…more

EEOC, Employee Rights, Pregnancy, Pregnancy Discrimination

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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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Observation 1.0.1 on the Volcker Rule: With Summer Comes the First Wave — Of Guidance

A set of frequently asked questions, developed jointly and adopted in substantively identical form by the federal banking agencies (the Office of the Comptroller of the Currency (OCC), the Federal Reserve Board (FRB) and the…more

Banking Sector, CFTC, FDIC, Federal Reserve, Guidance Update

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State Action Doctrine At The Supreme Court: Take Two

The Supreme Court has a renewed interest in the state action doctrine. After declining to clarify what types of state action are exempt from federal antitrust scrutiny for years, the Supreme Court agreed to hear its second case…more

Antitrust Litigation, FTC, FTC v. Phoebe Putney Health System, SCOTUS, State Action Doctrine

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Superior Court Of Pennsylvania Sets Forth Standard For Evaluating Whether An Insured Must Honor Consent To Settlement Clauses

In The Babcock & Wilcox Co. v. Am. Nuclear Insurers, No. 525 WDA 2012, 2013 Pa. Super. LEXIS 1630 (Pa. Super. Ct. July 10, 2013), the Superior Court of Pennsylvania addressed the circumstances under which an insured, who does…more

Consent, Insureds, Insurers, Settlement

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Anti-Corruption Law And The Oil And Gas Industry: Evolutions In Both Demand Vigilance

Businesses in the oil and gas industry are cautioned to pay careful attention to evolutions in anti-corruption law in the jurisdictions where they operate. The U.S. government has successfully enforced the Foreign Corrupt…more

Anti-Corruption, Canada, CFPOA, Corruption, Dodd-Frank

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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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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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Supreme Court Clarifies Jurisdiction Over Claims Arising Under Procurement Code

The Pennsylvania Supreme Court recently confirmed the absolute right of Commonwealth agencies to withdraw solicitations for contracts, as well as the exclusive jurisdiction of the Board of Claims to hear disputes with the…more

Bids, Contract Solicitation, Jurisdiction, Sovereign Immunity

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By the Book: What’s Lurking in Your Employee Handbook – And How Recently Has it Been Reviewed?

Ideally, a company’s employee handbook lays the groundwork for the employer-employee relationship, spells out what is expected of employees, and serves many purposes that are critical to sustaining a company’s business and…more

Compliance, EEOC, Employee Handbooks, Employee Rights, Employer Liability Issues

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Club Deals: Analysis Of Legal Risks And Potential Consequences

This article analyzes the legal risks and potential consequences of private equity firms collaborating with one another to create consortiums or so-called "clubs" to jointly bid for acquisition of a publicly listed target…more

Acquisitions, DOJ, Investigations, Private Equity, Risk Assessment

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Private Equity And The SEC: A Brave New World Of Scrutiny And Compliance

In early April 2014, the Securities and Exchange Commission (SEC) announced the formation of a new unit within its Office of Compliance Inspections and Examinations (OCIE) that will be dedicated to the examination of private…more

Compliance, Enforcement Actions, Hedge Funds, Investigations, OCIE

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Finding Bank Fraud Without Defrauding Bank – Supreme Court Grapples with Reach of Federal Criminal Bank Fraud Statute

On June 23, 2014, the United States Supreme Court in Loughrin v. United States unanimously rejected the petitioner’s argument to narrow the federal criminal law against bank fraud by reading into that statute’s second clause a…more

Bank Fraud, Banks, FIRREA, Fraud, SCOTUS

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Managing Potential Sticker Shock – Agencies Release Guidance to Prepare Banks for HELOC End-of-Draw Periods

On June 30, 2014, the federal financial institution regulatory agencies (the Agencies) published Interagency Guidance on Home Equity Lines of Credit Nearing Their End-of Draw Period (the Guidance), which, as the title suggests,…more

Banking Sector, HELOC, Mortgages, Risk Management, Underwriting

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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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Tax Developments Affecting Health Care Organizations (Presentation)

In this Issue: •Income recognition issues associated with bundled payment arrangements •Income recognition related to electronic health records •Developments involving the nonaccrual experience method of accounting…more

Bundled Payments, Data Protection, EHR, Healthcare, PHI

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Just How Much Integration Is Enough: FTC Advisory Opinion Finally Provides Guidance For Competitors Seeking To Collaborate Or Jointly Negotiate

The Federal Trade Commission (FTC) recently issued its first advisory opinion addressing clinical integration programs since the enactment of the Affordable Care Act (ACA). Without a doubt the advisory opinion is useful for the…more

Affordable Care Act, Blue Cross, Blue Shield, Clinical Integration, Competition

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Consumer Protection Laws And Prescription Meds: A Poor Fit

Purchasers of prescription medications often file class actions in large, multidistrict litigation alleging that they were defrauded by manufacturers. In these actions, patients, many of whom disclaim any physical injury, become…more

Drug Manufacturers, Fraud, Multidistrict Litigation, Prescription Drugs

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Compliance in 140 Characters or Less: FFIEC Supervisory Guidance on Financial Institutions’ Use of Social Media

Of critical importance for any financial institution using Twitter or other social media for business marketing and promoting purposes, the Federal Financial Institutions Examination Council (FFIEC) has issued final supervisory…more

Banking Sector, Corporate Counsel, FFIEC, Final Guidance, Marketing

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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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Top Ten Reasons To File Your Patent Applications Before March 16, 2013

The recently enacted America Invents Act (AIA) introduces major changes to the U.S. patent laws, with some significant provisions taking effect on March 16, 2013. These provisions provide several compelling reasons to file…more

America Invents Act, Filing Deadlines, First-to-File, First-to-Invent, Patent Applications

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The Omnibus Final HIPAA Rule Is Here

On January 17, 2013, the Office of Civil Rights of the U.S. Department of Health and Human Services (HHS) announced the omnibus final rulemaking (Omnibus Rule). According to HHS, this Omnibus Rule is needed to strengthen privacy…more

Business Associates, Data Protection, Electronic Medical Records, HHS, HIPAA

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Tips For Telecommuting After Telebright

In a case appealed from the tax court, the New Jersey Superior Court, Appellate Division, recently affirmed that an out-of-state employer was subject to the New Jersey corporation business tax because it allowed one of its…more

Business Taxes, Corporate Taxes, Telebright v Division of Taxation, Telecommuting

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ConstructLaw - January 2014

U.S. Supreme Court Holds Forum-Selection Clauses Are Presumptively Enforceable - Atl. Marine Constr. Co. v. United States Dist. Court 2013 U.S. LEXIS 8775 (U.S. 2013) - This action arose out of a forum-selection…more

Architects, Atlantic Marine Construction Company, Construction Contracts, Construction Disputes, Forum

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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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OSHA Seeks Comments On New Proposed Standards For Control Of Workplace Exposure To Crystalline Silica

On August 23, 2013, the federal Occupational Safety and Health Administration (OSHA) announced a proposed rule regarding workplace exposure to crystalline silica. In fact, two separate rulemakings are anticipated: one that will…more

Chemicals, Employer Liability Issues, OSHA, Toxic Exposure, Workplace Hazards

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Beyond Privacy Policies: Practical Privacy For Web Sites And Mobile Apps

In this environment of growing attention to the risks of data security breaches, and in the midst of an explosion of mobile applications that make data storage an increasingly far-flung proposition, many organizations assume…more

Data Breach, Data Protection, FTC, Mobile Privacy, Privacy Policy

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The Fines They Are A-Changin’: New Regulations Herald Increased Fines For California Hospitals

As of April 1, 2014, California hospitals are subject to a significantly increased risk of being fined when state authorities find deficiencies in their compliance with licensing requirements and other health care-related laws…more

Administrative Fines, CDPH, Compliance, Damages, Hospitals

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Thomson Reuters Session - April: Investment Management, Hedge Funds & Registered Mutual Funds: What's Happening Now?

Pepper partner Gregory J. Nowak has regularly hosted a roundtable in Pepper’s New York office for private funds and their managers to discuss issues in the investment management world. He has recently started to give a preview…more

Appearance Policy, Enforcement Actions, Hedge Funds, Investment Adviser, SEC

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Developing a Meaningful Privacy Policy

In May 2014, California’s Attorney General Kamala Harris released recommendations for businesses addressing recent changes and best practices under California’s privacy laws. The guide is entitled “Making Your Privacy Practices…more

CalOPPA, Compliance, Data Collection, Do Not Track, FTC

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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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Final Noncompensatory Partnership Options Regulations Could Affect the Tax Treatment of Penny Warrants and Other Arrangements

Investments in partnerships (and other pass-through entities such as limited liability companies treated as a partnership) often involve the acquisition of warrants, options or other rights to acquire securities. This is often…more

Business Taxes, IRS, Limited Liability Companies, Partnership Agreements, Partnerships

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Breathing New Life Into Pennsylvania’s Environmental Rights Amendment

On Dec. 19, 2013, the Pennsylvania Supreme Court issued a controversial decision in Robinson Township v. Commonwealth of Pennsylvania addressing the injunction entered by the Commonwealth Court enjoining the enforcement of a…more

Environmental Policies, Oil & Gas

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DOJ, Antitrust Division Speaks Out On Non-Reportable Transactions

On April 25, Deputy Assistant Attorney General of Civil Enforcement Leslie Overton gave a speech focused entirely on the Antitrust Division’s enforcement activities related to transactions that do not trigger a filing under the…more

Antitrust Investigations, DOJ, Enforcement Actions, FTC, Hart-Scott-Rodino Act

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Halliburton II: Recognizing Costs to Companies, Justices Provide Securities Litigation Defendants New Opportunity to Defeat Class Certification

On June 25, 2014, the U.S. Supreme Court decided Halliburton Co. v. Erica P. John Fund, No. 13-317, __ U.S. __ (2014), slip op. (U.S. June 23, 2014) (Halliburton II), holding that defendants in a class action securities lawsuit…more

Basic v Levinson, Class Certification, Fraud, Fraud-on-the-Market, Halliburton

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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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Three Requirements For New York Employers In The New Year

This is a friendly reminder to clients employing workers in New York that they need to comply with the annual pay notice requirement of the state’s Wage Theft Prevention Act (WTPA) by February 1, 2014. As with previous years,…more

Compliance, Employee Rights, FLSA, Pregnancy, Pregnancy Discrimination

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Rev. Proc. 2014-24 Provides Taxpayers Relief When Missing Form 1122 On Joining A Consolidated Group

On March 10, the IRS released Revenue Procedure 2014-24, establishing the rules for when the IRS will automatically determine that a subsidiary corporation that had failed to file a properly and timely executed Form 1122,…more

Consolidated Tax Returns, Corporate Taxes, IRS

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Defeating Economic Loss Claims In Pharma Class Actions

Where product liability actions or government investigators have targeted a prescription drug, class actions follow alleging that patients are entitled to a refund of what they paid for the medicine. The theory of these…more

Class Action, Economic Loss Doctrine, Pharmaceutical

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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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Cross-Border Update on Investing and Doing Business in the United States

In this Issue: - Indian FDI into the United States - Indian Imports into the United States - Formation of US Subsidiaries - Ownership - Liability of Equity Holders - Management…more

Cross-Border, Exports, Foreign Investment, Imports, India

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Broker In Disguise?

In this month’s challenge, Pepper Hamilton partners Christopher Rossi and Gregory Nowak explain when a firm may need to consider registering as a brokerdealer with the SEC. Originally Published in PEI's Private Equity…more

Broker-Dealer, JOBS Act, New Regulations, Regulation D, SEC

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Unpaid And Underpaid Internships May Cost Employers

Over the past year, unpaid internships have garnered increasing attention. Ross Perlin, the author of “Intern Nation,” estimated in 2011 that more than a million people participate in internships each year in the United States,…more

Employer Liability Issues, Internships, Misclassification, Unpaid Interns

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Congress Re-Introduces Independent Contractor Misclassification Law

Sen. Bob Casey (D-PA) announced on November 12, 2013 that he had introduced a bill called the Payroll Fraud Prevention Act of 2013 at a hearing of the Senate Subcommittee on Employment and Workplace Safety. The bill is yet…more

Compliance, Employer Liability Issues, Fraud, Independent Contractors, Misclassification

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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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Third Circuit Reconciles Split Over The Standard For Deciding Motions To Compel Arbitration And Clarifies When Discovery Is Allowed On The Arbitrability Issue

In Guidotti v. Legal Helpers Debt Resolution, LLC, the United States Court of Appeals for the Third Circuit reconciled a split on which standards apply to motions to compel arbitration, concluding that the Rule 12(b)(6)…more

Arbitration, Discovery, Motion to Dismiss, Split of Authority

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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 E-Mail Blast: Office of Residential Care Facilities (ORCF), June 26, 2014

In an effort to summarize the highlights of the U.S. Department of Housing and Urban Development (HUD) LEAN E-mail Blasts that we receive, and rarely have time to review in a timely fashion, we at Pepper are providing this quick…more

HUD, LEAN Program, ORCF

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Five Cost/Price Evaluation Lessons From Recent Bid Protest Decisions

Introduction - In this era of sequestration and decreased defense spending, paying close attention to cost and price issues is of paramount importance to contractors submitting proposals to the federal government. Nine…more

COFC, Contractors, Defense Contracts, GAO, Sequestration

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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

See All Updates »

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

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

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

See All Updates »

DOJ, Antitrust Division Speaks Out On Non-Reportable Transactions

On April 25, Deputy Assistant Attorney General of Civil Enforcement Leslie Overton gave a speech focused entirely on the Antitrust Division’s enforcement activities related to transactions that do not trigger a filing under the…more

Antitrust Investigations, DOJ, Enforcement Actions, FTC, Hart-Scott-Rodino Act

See All Updates »

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

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

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

See All Updates »

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

See All Updates »

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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Public Officials, Financial Disclosure And A New Era Of Liability

The Securities and Exchange Commission is making it clear: Government leaders who issue misleading financial information are putting themselves at risk. Several recent actions by the Securities and Exchange Commission…more

Disclosure Requirements, Governmental Liability, Investors, Misleading Statements, Municipal Bonds

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Prosecution Of Frauds And Crimes In The C-Suite: What Can We Learn From These Cases And Trends?

The press, members of Congress, and judges have become increasingly vocal in condemning what they perceive to be inadequate criminal prosecution of executives responsible for corporate crimes. In response, U.S. Department of…more

C-Suite Executives, Compliance, Criminal Prosecution, Deferred Prosecution Agreements, DOJ

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Is Telecommuting a More ‘Reasonable’ Accommodation Under the ADA?

On April 22, 2014, the Sixth Circuit Court of Appeals in EEOC v. Ford Motor Company reviewed whether a telecommuting arrangement could be a reasonable accommodation for an employee suffering from a debilitating disability. Ford…more

ADA, Disability, EEOC, Employee Rights, Employer Liability Issues

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Description Of The Small Business Investment Company Program Participation By Funds Using Debentures

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

Business Development, Funding, Investors, SBA, Small Business

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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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Ethical Issues That Arise From Social Media Use In Courtrooms

With the rampant expansion of social media and online technologies over the past decade, it is no surprise that Facebook, MySpace, Twitter, Instagram, YouTube and blogs have made their way into the courtroom, pervaded the jury…more

Ethics, Jury Selection, Legal Ethics, Social Media

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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

Access to Justice Commission, Legislative Agendas

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Federal Court Finds Actavis Applies Only To Settlements Involving Monetary Payments

A United States district court judge sitting in the District of New Jersey has held that only patent litigation settlements involving monetary payments from branded to generic pharmaceutical manufacturers are subject to the rule…more

Antitrust Litigation, Drug Manufacturers, FTC, FTC v Actavis, Pharmaceutical

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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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Beverage, Pharma Producers Should Note Recent Settlement Of Pesticide Violations Under FIFRA

Beverage and pharma producers beware: The U.S. Environmental Protection Agency (EPA) recently has shown an interest in enforcing the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA), a law traditionally associated…more

EPA, FIFRA, Food Safety, Hazardous Substances, Pesticides

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Patently Lincoln

Some may know that Abraham Lincoln is the only president to apply for and be granted a U.S. Patent (No. 6,469 – “A Device for Buoying Vessels Over Shoals”), but few are aware that he was also an active patent litigator and a…more

Abraham Lincoln, Infringement, Patent Applications, Patents, USPTO

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Managing Potential Sticker Shock – Agencies Release Guidance to Prepare Banks for HELOC End-of-Draw Periods

On June 30, 2014, the federal financial institution regulatory agencies (the Agencies) published Interagency Guidance on Home Equity Lines of Credit Nearing Their End-of Draw Period (the Guidance), which, as the title suggests,…more

Banking Sector, HELOC, Mortgages, Risk Management, Underwriting

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2013 Spring Land Use Seminar - Presentation

In This Presentation: - Purchasing/Financing Partially Approved Land Development Projects ..Information Gathering/Due Diligence ..Determining the Status of the Approval Process ..Expiration of Approvals,…more

Land Use Courts

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Ignoring XP End Of Life May Make Your Company An Attractive Target

On April 8, Microsoft officially ended all support and ceased providing updates for their Windows XP operating system. This “end of life” (EOL) announcement is not uncommon with software platforms, where continued support of…more

Compliance, Cybersecurity, Data Breach, Data Protection, Microsoft

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The Louisiana Supreme Court's Decision In Caldwell v. Janssen And The Broader Implications

On January 28, 2014, the Supreme Court of Louisiana set aside a judgment of $257 million in civil penalties that a lower court had entered in favor of the state against Janssen under the Louisiana Medicaid false claims act,…more

Civil Monetary Penalty, False Claims Act, Fraud, Healthcare, Healthcare Fraud

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Consumer Protection Laws And Prescription Meds: A Poor Fit

Purchasers of prescription medications often file class actions in large, multidistrict litigation alleging that they were defrauded by manufacturers. In these actions, patients, many of whom disclaim any physical injury, become…more

Drug Manufacturers, Fraud, Multidistrict Litigation, Prescription Drugs

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Delaware Non-Stock Corporations May Adopt Bylaws That Shift Fees To Unsuccessful Plaintiffs In Intra-Corporate Litigation

On May 8, 2014, the Delaware Supreme Court held that, under Delaware law, fee-shifting provisions in non-stock corporations’ bylaws can be valid and enforceable (“facially valid”) and may be enforced if not adopted or utilized…more

American Rule, Board of Directors, Bylaws, Fee-Shifting Statutes

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The Complexity Associated with Setting Non-cancer Indoor Air Remediation Goals for Trichloroethylene Based on Short-term Exposure at Groundwater Contamination Sites

Over the last few years, there has been increasing consideration of vapor intrusion in groundwater investigations, groundwater remedy selection, periodic reviews of the continued safety of already implemented groundwater…more

ASTM, Chemicals, Contaminated Properties, Contamination, EPA

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New Jersey Court Approves Contract That Limits Employee’s Time to Bring Discrimination Claim

The Appellate Division of the Superior Court of New Jersey ruled on June 19, 2014 that an employee is bound by his agreement in an employment application to a six-month limitation period to file any suit against his employer. In…more

Discrimination, Employer Liability Issues, Employment Application, Statute of Limitations, Title VII

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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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Top Ten Reasons To File Your Patent Applications Before March 16, 2013

The recently enacted America Invents Act (AIA) introduces major changes to the U.S. patent laws, with some significant provisions taking effect on March 16, 2013. These provisions provide several compelling reasons to file…more

America Invents Act, Filing Deadlines, First-to-File, First-to-Invent, Patent Applications

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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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Be Careful What You Ask For: Michigan Limits Employer Access To Personal Social Media

Michigan’s Internet Privacy Protection Act (IPPA) prohibits employers from gaining access to applicant and employee personal Internet accounts. When the IPPA became effective on December 28, 2012, Michigan joined Maryland, whose…more

Data Collection, Electronic Devices, Internet Privacy Protection Acts, Passwords, Social Media

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FIRREA: The New Weapon of Choice for Federal Prosecutors

In 2013, the Department of Justice Civil Division has brought several actions claiming violations of The Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA). Pepper Hamilton recently hosted a webinar…more

Financial Crimes, FIRREA, White Collar Crimes

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Supreme Court Rules In Favor Of Plaintiffs In Amgen Securities Class Action

Continuing its recent trend of handing down plaintiff-friendly decisions in private securities class actions brought under Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b), and SEC Rule 10b-5 (Rule 10b-5…more

Amgen Inc. v Connecticut Retirement Plans, Class Action, Class Certification, Fraud, Fraud-on-the-Market

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Ethical Issues That Arise From Social Media Use In Courtrooms

With the rampant expansion of social media and online technologies over the past decade, it is no surprise that Facebook, MySpace, Twitter, Instagram, YouTube and blogs have made their way into the courtroom, pervaded the jury…more

Ethics, Jury Selection, Legal Ethics, Social Media

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

400+ Attorneys

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