Pepper Hamilton LLP

Treasury Department Starts the Regulatory Ball Rolling for Marketplace Lenders

The Treasury Department’s notice and request poses 14 detailed questions to gather public information concerning the role of marketplace lending in the financial services industry. On July 16, 2015, the U.S. Department of…more

Consumer Lenders, Financial Services Industry, HMDA, Lenders, Mortgage Lenders

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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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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, 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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International Tax Grows Up: The Tax Section at 75, Subpart F at 53, and the Foreign Tax Credit at 97

As the Tax Section celebrates its 75th anniversary, I was asked to reflect on the Section’s contribution in the international tax arena and on how the Section’s international community has grown. I started by recognizing the…more

Cross-Border Transactions, FATCA, Foreign Taxpayers, International Tax Issues, OECD

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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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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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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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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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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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Ohio Court of Appeals Holds that Economic Loss Rule Bars Claim by Affiliates of Owner Against Subcontractor

Fed. Ins. Co. v. Fredericks, Inc., 2015-Ohio-694, 29 N.E.3d 313, 2015 Ohio App. LEXIS 684 (Ohio Ct. App. Feb. 27, 2015) This case arises from a construction project in Vandalia, Ohio that was damaged during a windstorm…more

Construction Industry, Economic Loss Doctrine, Negligent Construction, Severe Weather, Subcontractors

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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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Federal Judge Rejects Government's Accomplice Theory of FCPA Liability

The ruling stands as a blow to the government’s long-held view that non-resident foreign nationals are subject to the FCPA if they conspire with or aid and abet a person or entity otherwise subject to the FCPA. Businesses…more

Anti-Bribery, Bribery, Corporate Counsel, FCPA, Foreign Nationals

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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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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, IRC

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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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Summary of HUD's LEAN 232 Program E-mail Blast: Office of Residential Care Facilities (ORCF), June 24, 2015

The June 24, 2015 LEAN Email Blast contains information on the new protocol for release of R4R and NCRE, handling aged account receivables, clarification on UPL revenues, a 241(a) status update, a new IRR legal checklist and…more

Appraisal, CMS, Construction Industry, FHA, Financial Institutions

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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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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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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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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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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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SEC Approves Final Rules for Regulation A+

On March 25, the U.S. Securities and Exchange Commission (SEC) adopted final rules amending Regulation A to implement the provisions of Section 401 of the Jumpstart Our Business Startups Act (JOBS Act). The new rules confirm…more

Amended Regulation, Blue Sky Laws, Final Rules, JOBS Act, Public Offerings

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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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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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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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Fundraising Strategy: Open Dialogue

In crafting current fund investments, investors have negotiated with fund managers for greater transparency, more efficiency and more egalitarianism. Navigating these issues necessarily becomes the priority for any GP’s list –…more

Fund Managers, General Partnerships, Investment Funds, Limited Partnerships, Private Investment Funds

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The State Action Doctrine: Active Supervision Reigns Supreme

On February 25, the U.S. Supreme Court issued its decision in North Carolina State Board of Dental Examiners v. Federal Trade Commission, 2015 U.S. LEXIS 1502 (2015). In the 6–3 opinion, the Court held that an action taken by…more

Antitrust Provisions, NC Board of Dental Examiners v FTC, SCOTUS, Sherman Act, State Action Doctrine

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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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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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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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Employees Who Suffer Only Economic Losses From a Data Breach Cannot Sustain a Negligence Claim Against Their Employer

Creating a private cause of action in negligence for data breaches could result in the filing each year of possibly hundreds of thousands of lawsuits by persons whose confidential information may be in the hands of third…more

Breach of Contract, Class Action, Data Breach, Data Security, Duty of Care

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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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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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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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Treasury Department Starts the Regulatory Ball Rolling for Marketplace Lenders

The Treasury Department’s notice and request poses 14 detailed questions to gather public information concerning the role of marketplace lending in the financial services industry. On July 16, 2015, the U.S. Department of…more

Consumer Lenders, Financial Services Industry, HMDA, Lenders, Mortgage Lenders

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Seventh Circuit Limits Antitrust Actions for Harm Caused to Foreign Affiliates of U.S. Companies

The Foreign Trade Antitrust Improvements Act (FTAIA), 15 U.S.C. § 6a, was enacted to provide greater clarity on the Sherman Antitrust Act’s reach. However, the FTAIA continues to muddy the waters. In a recent decision from the…more

Appeals, Cartels, Foreign Subsidiaries, FTAIA, Manufacturers

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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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PTAB’s Broadest Reasonable Interpretation Rule Survives Another Challenge (Barely)

The Court of Appeals for the Federal Circuit denied Cuozzo Speed Technology LLC’s petition for en banc rehearing of a February panel decision affirming the PTAB’s use the so-called broadest reasonable interpretation (BRI)…more

Appeals, Broadest Reasonable Interpretation Standard, Claim Construction, Cuozzo Speed Technologies, En Banc Review

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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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SEC Approves New Rules to Address Run Risks in Money Market Funds

In This Presentation: - Introduction - Post 2008 Regulatory History - Classifying Money Market Funds - Floating Nav - Liquidity Fees And Redemption Gates - Liquidity Fees -…more

Asset Diversification, Disclosure Requirements, Dodd-Frank, Floating NAV, Liquidity Fees

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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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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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Analysis: Prevailing Party In Jury Trial Finds Uncertainty In Remedies Available Under Pennsylvania Contractor And Subcontractor Payment Act

Since 1994, Pennsylvania law has provided enhanced remedies for prevailing in a payment dispute arising out of a construction project. The prevailing party in a recent jury trial discovered uncertainty in the precise contours…more

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

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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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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, DOD, EPA, Final Guidance, Groundwater

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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 Approves Final Rules for Regulation A+

On March 25, the U.S. Securities and Exchange Commission (SEC) adopted final rules amending Regulation A to implement the provisions of Section 401 of the Jumpstart Our Business Startups Act (JOBS Act). The new rules confirm…more

Amended Regulation, Blue Sky Laws, Final Rules, JOBS Act, Public Offerings

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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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U.S. District Court in Pennsylvania Holds Subcontractor’s Miller Act Suit Not Subject to Stay Pending Prime Contractor’s Prosecution of Claim Against Government

Marenalley Constr., LLC v. Zurich American Ins. Co. and Nason Constr. Inc., 2015 U.S. Dist. LEXIS 30968 (E.D. Pa. March 13, 2015) - This payment dispute case arises out of a Veterans Affairs (“VA”) construction project…more

Construction Industry, Contract Disputes Act, Department of Veterans Affairs, Government Contractors, Miller Act

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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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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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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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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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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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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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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

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

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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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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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Title Insurance: When Does a Construction Lender “Create” or “Suffer” a Mechanics Lien?

BB Syndication Services, Inc. v. First American Title Ins. Co., 785 F.3d 825 (7th Cir. 2015) – A construction lender sued a title insurance company seeking defense and indemnification in connection with claims in a…more

Commercial Bankruptcy, Construction Industry, Construction Loans, Consumer Lenders, Financial Sector

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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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First Circuit Upholds Class Certification in Nexium Indirect Purchaser Case

In a split decision, the U.S. Court of Appeals for the First Circuit affirmed the certification of a class of indirect purchasers who allege that they paid inflated prices for the heartburn drug Nexium. In re Nexium Antitrust…more

Antitrust Litigation, Appeals, Class Action, Class Certification, Indirect Purchasers

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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, 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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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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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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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

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

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New York BitLicense Rules Have Far-Reaching Effects on Virtual Currency Businesses

The final rules’ significant operational requirements for licensees could prove to be expensive and substantial barriers to entry for small businesses interested in engaging in virtual currency business activities in New…more

Bitcoin, BitLicense, Final Rules, Financial Institutions, NYDFS

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Construction Manager at Risk Held to Assume the Risk of Design Changes on Massachusetts Public Construction Project

The Massachusetts Superior Court (County of Worcester) held in Coghlin Electrical Contractors, Inc. v. Gilbane Building Co. and Travelers & Surety Company of America decided on June 24, 2014 that a Construction Manager at Risk…more

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

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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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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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New York Commercial Division Enacts New Rule to Promote More Efficient Privilege Logging

When responding to document requests or a subpoena duces tecum, litigants in New York traditionally have been faced with the onerous privilege log requirements set forth in Section 3122 of the New York Civil Practice Law and…more

Discovery, Privilege Logs, Subpoenas

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Fund Managers, Welcome to the Hotel California - When It Comes to Certain Taxes, It's Possible You Can Never Leave - Tax Update Volume 2015, Issue 2

Fund Managers May Be Taxable in California, Even if the Manager Has No Property or Payroll in California and All of the Management Services Are Performed Outside of the State. Several recent law changes in California,…more

Asset Management, Fund Managers, Gross Receipts, Gross Receipts Tax, Hedge Funds

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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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The Global Crackdown on Profit Shifting

CFOs of multinationals need to prepare by assessing how much their companies engage in profit shifting to cut their taxes. Do you have responsibility, whether direct or dotted line, for the tax function in your…more

BEPS, Corporate Taxes, Income Taxes, Multinationals, OECD

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Caught in the Middle: What Is a Supplier Supposed to Do When Its Customers Ask to Use a DBE as a Pass-Through?

Suppliers are caught in the middle of a new enforcement trend in federal, state, and local investigations of disadvantaged business enterprise (DBE) fraud. Historically, DBE fraud investigations have focused on the relationships…more

Construction Contracts, Construction Industry, Criminal Prosecution, DBE Program, Enforcement Actions

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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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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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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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US District Court in New York Holds Owner’s Interference Bars Claim that Contractor Breached By Abandoning Project

NYU Hosps. Ctr. v. HRH Constr. LLC, 2015 U.S. Dist. LEXIS 31967 (S.D.N.Y. Mar. 12, 2015) - NYU Hospitals Center (“NYU”) hired HRH Construction LLC (“HRH”) to renovate NYU’s radiology center. HRH entered into subcontracts…more

Breach of Contract, Construction Contracts, Construction Disputes, Contractors, Subcontracts

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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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Is Your Financial Institution the Next Target of a Cyber-Attack?

Not worried about cybersecurity at your financial institution? Then you are in the minority. Cyber-risk was identified as the number one worry of bank risk managers at a panel of bank chief risk officers at the American Bankers…more

Banking Sector, Cyber Attacks, Cybersecurity, Financial Institutions, Risk Assessment

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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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Time to Revisit Your PHA’s Procurement Policy in Response to Uniform Guidance

The “common rule,” 24 CFR §85.36, has been removed from the Code of Federal Regulations. If the “disappearance” of the familiar procurement regulation is taking you by surprise, it is likely because during the December holiday…more

HUD, Procurement Guidelines, Public Housing Authorities

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Lending Club IPO Packs More than the Usual Legal Drama

The upcoming initial public offering of LendingClub Corporation will be a true “coming of age” event in the peer-to-peer lending industry. Though Lending Club and its chief rival, Prosper Marketplace, have been in business for…more

IPO, Lending, Peer-to-Peer, Popular

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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

Football, IPO

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Superior Court of Pennsylvania Holds that Negligent Misrepresentation Exception to Economic Loss Doctrine Under Bilt-Rite May Be Predicated on Implied Representation in Negligently Prepared Design Documents

Gongloff Contracting, L.L.C. v. L. Robert Kimball & Assocs., Architects and Eng’rs, Inc., 2015 Pa. Super 149 (Pa. Super. Ct. July 8, 2015) - Pennsylvania law generally bars negligence claims when the injured party has…more

Construction Industry, Economic Loss Doctrine, Negligence, Negligent Design, Negligent Misrepresentation

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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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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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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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Federal Circuit Court Affirms that Federal Claims Court Lacks Jurisdiction Over Claims By Subcontractor

Montano Elec. Contractor v. United States, 2015 U.S. App. LEXIS 5928 (Fed. Cir. Apr. 13, 2015) - The Army Corps of Engineers (“the Corps”) hired a general contractor, who subcontracted certain electrical work to Montano…more

Construction Industry, FTCA, General Contractors, Jurisdiction, Miller Act

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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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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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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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Fear of Heights? OCC Adopts Heightened Standards for Risk Governance of Large Institutions

Wasting no time in leaving summer behind, on September 2, 2014, the Office of the Comptroller of the Currency (OCC) adopted Final Guidelines, to be published soon in the Federal Register, establishing risk governance standards…more

Banks, FDIC, Financial Regulatory Reform, OCC, Risk Assessment

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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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Antitrust Law Issues for Health Care Providers

During this webinar, panelists examined recent developments in antitrust law and discuss the potential impact on health care providers. Key topics included: • Trends in health care competition after the ACA, with a focus on…more

Affordable Care Act, Antitrust Provisions, Cybersecurity, Data Privacy, Healthcare

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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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Non-U.S. Whistleblower's Dodd-Frank Retaliation Claim Rejected

On Aug. 14, the U.S. Court of Appeals for the Second Circuit issued a decision that helps clarify the territorial reach of the anti-retaliation provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act, 15 USC…more

Dodd-Frank, Popular, Retaliation, Whistleblower Protection Policies, Whistleblowers

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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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Do Owners Have a Legal Obligation to Disclose All They Know About Their Project Sites?

Unanticipated subsurface conditions can greatly increase the time and cost of construction. When faced with such conditions, contractors understandably look to place responsibility for the additional costs on the owner. Owners,…more

Construction Industry, Department of Transportation, Disclaimers, Disclosure Requirements, Fraud

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All Bets Are Off: Employer Considerations for Workplace Gambling Policies

Did you make a wager on this year’s Super Bowl with a co-worker? Did you join the office NCAA tournament pool this year? The honest answer for many people is a resounding “yes.” Sports gambling is a big, and largely illegal,…more

ADA, DSM, Employer Liability Issues, Employment Policies, NCAA

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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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Bank Board Director Alert: Banking on Cybersecurity

Prudential bank regulators and other supervisory authorities have put cybersecurity front and center in 2015 by issuing guidance that sets forth their expectations of improved cybersecurity and that incorporates cybersecurity…more

Banking Sector, Banks, Cyber Attacks, Cybersecurity, Industry Examinations

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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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NLRB Punts on First Down: Declines to Exercise Jurisdiction in Northwestern University Football Players Union Representation Case

The NLRB’s decision is limited to the facts presented by the Northwestern case, and the Board may assert jurisdiction in another case involving scholarship athletes at a later date. On August 17th, the National Labor…more

Basketball, Big Ten Conference, College Athletes, Employees, Football

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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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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

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New York BitLicense Rules Have Far-Reaching Effects on Virtual Currency Businesses

The final rules’ significant operational requirements for licensees could prove to be expensive and substantial barriers to entry for small businesses interested in engaging in virtual currency business activities in New…more

Bitcoin, BitLicense, Final Rules, Financial Institutions, NYDFS

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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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Analysis of Inter Partes Review and Post-Grant Review in the Life Sciences Industry Through First Quarter 2015

The recently established inter partes review (IPR) and post-grant review (PGR) of the America Invents Act have been in the spotlight lately, especially now that the life sciences industry has begun to utilize these proceedings…more

America Invents Act, Generic Drugs, Hedge Funds, Intellectual Property Litigation, IPR

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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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PTAB Panels Are Divided Regarding Interpretation Of The Joinder Provision

The America Invents Act (AIA) allows a petitioner to request joinder of an inter partes review (IPR) of a patent with an IPR proceeding previously instituted with respect to that patent so long as the request for joinder is…more

America Invents Act, Inter Partes Review Proceedings, Joinder, Patent Trial and Appeal Board, Patents

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Beyond HIPAA: Connected Health Care and the Internet of Things

The U.S. Federal Trade Commission (FTC) Staff Report titled "Internet of Things: Privacy & Security in a Connected World," released in January 2015, continues to generate interest and questions about the regulation of health…more

FTC, Healthcare, HIPAA, HITECH, Internet of Things

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Wage and Hour Issues in 2015

The start of a new year is always a good time to survey the landscape and see what is on the horizon. 2015 promises to provide: legislative battles over increases to the minimum wage, increased wage and hour litigation and…more

DOL, Employer Liability Issues, FLSA, Minimum Wage, Wage and Hour

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Texas Supreme Court Holds Builder’s Limited Defensive Participation in Litigation Did Not Waive Right to Compel Developer to Arbitrate

G.T. Leach Builders, LLC v. Sapphire V.P., 2015 Tex. LEXIS 273 (Tex. Mar. 20, 2015) This action arose after 2008’s Hurricane Dolly caused extensive damage to a luxury condominium project that Sapphire V.P., L.P. (“Developer”)…more

Arbitration, Breach of Contract, Builder's Risk Exclusion, Construction Industry, Discovery

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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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Sunshine Creeps into Dark Corners of Harrisburg

National Sunshine Week did not exist in the 1700s, but the Founding Fathers knew all too well the frustrations of accessing public records and even wrote about it right here in Philadelphia. Originally published in The…more

Public Disclosure, Public Records, Tom Wolf, Transparency

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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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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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Recent Changes to California Medical Information Privacy Laws Create More Flexibility and Give Rise to Increased Enforcement

Under California Health & Safety Code (HSC) sections 1280.15(a) and (b), California licensed clinics, hospitals, home health agencies and hospices are required to prevent “unlawful or unauthorized access to, and use or…more

Health & Safety Standard, Healthcare Facilities, HIPAA, Home Health Agencies, Hospice

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Treasury Department Starts the Regulatory Ball Rolling for Marketplace Lenders

The Treasury Department’s notice and request poses 14 detailed questions to gather public information concerning the role of marketplace lending in the financial services industry. On July 16, 2015, the U.S. Department of…more

Consumer Lenders, Financial Services Industry, HMDA, Lenders, Mortgage Lenders

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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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California Data Breaches Require Identity Protection Services

California has long set the standard for protection of its residents’ personal information. California’s constitution explicitly recognizes a right to individual privacy and California’s legislature has been on the forefront of…more

Breach Notification Rule, Credit Monitoring, Data Breach, Jerry Brown, New Legislation

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Non-Group Health Plan MMSEA Section 111 Reporting Updates

The Centers for Medicare and Medicaid Services (CMS) recently made several announcements regarding Medicare, Medicaid, and SCHIP Extension Act (MMSEA) Section 111 reporting for Non-Group Health Plans (NGHPs). Originally…more

CMS, Health Insurance, Healthcare, Medicaid, Medicare

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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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Who Bears Withholding Tax When a Settlement of Litigation Agreement Is Silent?

IF A SETTLEMENT AGREEMENT IS SILENT, A DEFENDANT IS NOT REQUIRED TO ‘GROSS UP’ THE SETTLEMENT, AND THE PLAINTIFF WILL SUFFER THE WITHHOLDING TAX BURDEN. What happens when settling parties agree that the defendant will pay a…more

Foreign Tax, Germany, Settlement, Settlement Agreements, Tax Liability

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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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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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PTAB Grants a Patent Owner’s Request to Amend

In an Inter Partes review (IPR) proceeding before the PTAB, a patent owner is not automatically afforded the right to amend the challenged claims. Rather, the patent owner has a burden of establishing that it is entitled to…more

Inter Partes Review Proceedings, Patent Infringement, Patent Litigation, Patent Trial and Appeal Board, Patents

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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, Fair Housing Act

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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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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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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

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

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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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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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Even if Uber Loses Class Certification Motion Today, All Is Not Lost for Ride-Sharing Tech Giant

August 6, 2015 may be a day that Uber drivers in California win preliminary approval of their motion for class certification in their independent contractor misclassification lawsuit. A hearing is scheduled this afternoon in the…more

1099s, Class Action, Class Certification, Compliance, FedEx

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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

Healthcare, Healthcare Professionals, HMOs, Hospitals, Patient Safety

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Consolidated Return Update

NEW PROPOSED REGULATIONS FROM THE IRS PROVIDE TAXPAYER-FRIENDLY SOLUTIONS TO ISSUES WITH TAX RETURN DUE DATES AND CIRCULAR ADJUSTMENT TO BASIS. In the last six months, the U.S. Department of the Treasury has issued two sets…more

Consolidated Tax Returns, Filing Deadlines, IRS, Mergers, Stocks

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Pennsylvania Goes to Market: State Applies Source Taxation All the Way Home

On December 12, 2014, the Pennsylvania Department of Revenue (DOR) issued Information Notice Corporation Taxes 2014-1 (Notice). The Notice provides guidance for taxpayers in understanding Pennsylvania’s new market-based sourcing…more

Corporate Taxes, Department of Revenue, Market Based Approach

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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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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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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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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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R&W Insurance in Middle-Market M&A

As competition for middle-market M&A transactions becomes more acute, prospective buyers, particularly private equity firms, wishing to distinguish themselves from others may employ representation and warranty insurance (R&W…more

Indemnification Clauses, Representations and Warranties, Representations and Warranties Insurance

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SBA Reminds SBICs to Submit Their 2015 Annual Recertification

New Capital Certificates or certification letters are to be submitted by filing deadlines associated with ranges based on unfunded commitments from Institutional Investors. On June 4, the U.S. Small Business Administration…more

Filing Deadlines, Institutional Investors, Recertification, SBA, SBIC

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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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Third Circuit Reaffirms the Difficulty of Binding a Non-Signatory to Arbitration

Federal law’s much-talked-about presumption in favor of enforcing arbitration clauses has its limits. On August 11, 2014, the United States Court of Appeals for the Third Circuit identified one of those limitations: the…more

Appeals, Arbitration, Enforcement, Non-Signatories

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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 24, 2015

The June 24, 2015 LEAN Email Blast contains information on the new protocol for release of R4R and NCRE, handling aged account receivables, clarification on UPL revenues, a 241(a) status update, a new IRR legal checklist and…more

Appraisal, CMS, Construction Industry, FHA, Financial Institutions

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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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2014 Construction SuperConference Recap and Lessons for 2015

Pepper Hamilton has been a longtime supporter of the Construction SuperConference, the preeminent construction conference for mid- to senior-level professionals who work in any of the legal and commercial construction markets…more

Construction Industry, Contractors, Professional Conferences, Subcontractors, Trade Associations

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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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Caught in the Middle: What Is a Supplier Supposed to Do When Its Customers Ask to Use a DBE as a Pass-Through?

Suppliers are caught in the middle of a new enforcement trend in federal, state, and local investigations of disadvantaged business enterprise (DBE) fraud. Historically, DBE fraud investigations have focused on the relationships…more

Construction Contracts, Construction Industry, Criminal Prosecution, DBE Program, Enforcement Actions

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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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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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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 »

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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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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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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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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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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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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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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Telecommuting May Not Always Be a Reasonable Accommodation Under the ADA

An en banc panel of the Sixth Circuit Court of Appeals (Court) recently upheld the trial court’s grant of summary judgment in favor of Ford Motor Company in EEOC v. Ford Motor Company, on the basis that telecommuting was not a…more

ADA, Appeals, EEOC, En Banc Review, Essential Functions

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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 Early State SBIC 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

Debentures, Gramm-Leach-Blilely Act, Leveraged Lending, SBA, SBIA

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Analysis of Inter Partes Review and Post-Grant Review in the Life Sciences Industry Through First Quarter 2015

The recently established inter partes review (IPR) and post-grant review (PGR) of the America Invents Act have been in the spotlight lately, especially now that the life sciences industry has begun to utilize these proceedings…more

America Invents Act, Generic Drugs, Hedge Funds, Intellectual Property Litigation, IPR

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Pennsylvania Supreme Court Holds Contractor May Recover in Quantum Meruit Where Home Improvement Contract Does Not Satisfy Statutory Requirements for Enforcement

Homeowners Raymond and Donna Mantia contracted Shafer Electric & Construction (“Shafer”) to build a two-car garage addition onto their house. Shafer’s proposal was extremely detailed as to the work to be completed. Despite the…more

Construction Contracts, Construction Industry, Contract Disputes, Contractors, General Contractors

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Is Your Financial Institution the Next Target of a Cyber-Attack?

Not worried about cybersecurity at your financial institution? Then you are in the minority. Cyber-risk was identified as the number one worry of bank risk managers at a panel of bank chief risk officers at the American Bankers…more

Banking Sector, Cyber Attacks, Cybersecurity, Financial Institutions, Risk Assessment

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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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Antitrust Law Issues for Health Care Providers

During this webinar, panelists examined recent developments in antitrust law and discuss the potential impact on health care providers. Key topics included: • Trends in health care competition after the ACA, with a focus on…more

Affordable Care Act, Antitrust Provisions, Cybersecurity, Data Privacy, Healthcare

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Feds Pose Privacy Risk by Grabbing Overseas ISP E-mails

Microsoft Corp. is appealing the recent decision of U.S. District Judge Loretta A. Preska which requires the company to disclose the contents of e-mails stored at a data center in Dublin, Ireland, in compliance with a warrant…more

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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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Disaster and Pandemic Planning for Employers – A Primer

The only thing certain about disasters and pandemics is that they are uncertain. You never know who, what, where, why and when they will strike. But whatever the cause, a disaster or pandemic can have a serious impact on a…more

ADA, Disaster Preparedness, Employer Liability Issues, FLSA, FMLA

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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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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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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 '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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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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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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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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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, DOD, EPA, Final Guidance, Groundwater

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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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NJ Supreme Court Rules on Supervisor Liability in Hostile Work Environment Sexual Harassment Cases

On February 11, the New Jersey Supreme Court issued its decision in Aguas v. New Jersey, No. A-35-13 (072467), holding that an employer’s antidiscrimination policy can be an affirmative defense to sexual harassment hostile work…more

Affirmative Defenses, Anti-Discrimination Policies, Employer Liability Issues, Faragher/Ellerth defense, Hostile Environment

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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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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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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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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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Employees Who Suffer Only Economic Losses From a Data Breach Cannot Sustain a Negligence Claim Against Their Employer

Creating a private cause of action in negligence for data breaches could result in the filing each year of possibly hundreds of thousands of lawsuits by persons whose confidential information may be in the hands of third…more

Breach of Contract, Class Action, Data Breach, Data Security, Duty of Care

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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
  • 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

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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