Reed Smith

United States

Contact: Michael Scherpereel

  • (412) 288-3131
  • (412) 288-3063

6th Circuit Win in Oil and Gas Lease Dispute

On June 6, 2014, the Sixth Circuit affirmed the district court’s entry of summary judgment in favor of Chesapeake Appalachia, L.L.C. in Eastham v. Chesapeake Appalachia, L.L.C., Case No. 13-4233. This is the first appellate…more

Appeals, Class Action, Energy Policy, Leases, Marcellus Shale

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U.S. District Court Vacates SEC’s Rule Requiring Public Disclosure of Energy Companies’ Payments to U.S. and Foreign Governments

On July 2, 2013, the U.S. District Court for the District of Columbia vacated a rule promulgated by the Securities and Exchange Commission ("SEC") that would have required energy companies to publicly disclose payments to U.S…more

Administrative Procedure Act, Disclosure Requirements, Dodd-Frank, Minerals, Oil & Gas

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Court of Appeal provides useful reminder on narrow application of litigation privilege

In the case of Rawlinson & Hunter Trustees SA v Akers & Another the Court of Appeal considered the parameters of litigation privilege, providing a useful reminder of how narrow the protection is and the care that must be taken…more

Appeals, Document Productions, Litigation Privilege, Litigation Strategies, Third-Party

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Restrictive Covenant Alert – Two-Year Employment ‘Rule’

In a recent restrictive covenant case, the court’s apparent announcement of a two-year employment “rule,” which would apply whether (i) the employee resigned or was terminated, and/or (ii) the covenant was signed at the…more

At-Will Employment, Compliance, Employer Liability Issues, Hiring & Firing, Resignation

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Indonesia’s Presidential Elections Dispute and Idul Fitri 2014 – Are You and Your Company Prepared?

On July 9, within just a few hours of the polls closing in the tightly contested presidential election in the world’s third-largest democracy – the Republic of Indonesia – the only two contestants running had claimed victory…more

Election Laws

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July Sanctions Update: Ukraine and Iran

We have set out below a summary of the recent changes in respect of the Ukraine as well as an update on the position regarding the “Joint Plan of Action” in respect of Iran…more

Foreign Policy, Iran, Sanctions, Ukraine

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Using Pennsylvania Law to Defend the Heinz Merger with Berkshire Hathaway and 3G Capital

Over the past several years, shareholder litigation challenging mergers and acquisitions has become a virtual certainty in any sizeable deal. A recent decision from a state court in Pittsburgh illustrates how Pennsylvania law…more

Berkshire Hathaway, Business Judgment Rule, Corporate Governance, Derivative Suit, Fiduciary Duty

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Expo 2020 – Part 2: Sustainability

One of three main themes of Expo 2020 is sustainability. During the event, the participants will explore and discuss the development of sustainable sources of energy and water. However, sustainability is not just a theme…more

Energy, Green Buildings, Renewable Energy, Sustainability, Water

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What to expect in 2014

2013 was a significant year for the UK regulatory landscape. National and international regulators continued to address the issues identified by the financial crisis in addition to responding to the LIBOR scandal with…more

Compliance, Enforcement, FCA, Financial Regulatory Reform, Libor

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Gender Balancing: It's Good Business

As the word “diversity” has evolved in our culture to become a code word for the inclusion of racial, gender, and ethnic minorities, we sometimes lose sight of the key element of diversity that makes it significant in our…more

Business Development, Diversity

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The Inevitable - EMV Payments On a Fast Track to Becoming a New Standard in the United States

Last week, congressional leaders in Washington continued with their focus on the safety of the U.S. payments system in the aftermath of the massive retailer breaches at Target, Neiman Marcus and others. The House Committee on…more

Cybersecurity, Data Breach, Data Protection, EMV, Neiman Marcus

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Relaxation of PRC cross-border security and guarantee restrictions by SAFE’s New Rules

The Regulation on Foreign Exchange Administration of Cross-border Security together with its operational guidelines (collectively the New Rules) released by the State Administration of Foreign Exchange (SAFE) came into effect on…more

Banks, China, Cross-Border, Cross-Border Transactions, Enforcement

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First Financial Bank v. Bauknecht: Creative Cost-Shifting in Discovery of ESI

On July 23, 2013, United States Magistrate Judge Byron Cudmore granted in part and denied in part plaintiff’s motion to compel in First Financial Bank v. Bauknecht, an action based on alleged wrongful conduct by Scott Bauknecht…more

Banks, Cost-Shifting, Discovery, Electronically Stored Information

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IP/IT & Media Newsletter - December 2013

In this issue: - Advocate General Believes the Data Retention Directive to be Inconsistent with the EU Charter of Fundamental Rights - Cookies – Guidance on “How To” From the Article 29 Working Party - Is the…more

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Common time limits for trade and shipping claims – a print-out guide

Introduction - A “limitation period” is the period of time within which court or arbitration proceedings must be commenced. Every legal claim will be subject to a limitation period, imposed either by the governing law or…more

Shipping, Statute of Limitations, Trucking Industry

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U.S. Court of Appeals Provides Long-Awaited Guidance Regarding Whether an Entity Should be Considered an ‘Instrumentality’ of a Foreign Government under the FCPA

In a decision with significant implications regarding the application of the Foreign Corrupt Practices Act (“FCPA”), the U.S. Court of Appeals for the Eleventh Circuit has clarified the framework for determining whether an…more

Appeals, DOJ, FCPA, Foreign Entities, Foreign Official

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Delaware Court of Chancery Upholds Validity of Forum Selection Bylaws

On June 25, 2013, in a judicial development that should ease the burden of multi-jurisdiction litigation, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery held that forum selection bylaws adopted by the respective…more

Bylaws, Forum, Forum Selection Clause, Forum Shopping, Jurisdiction

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ISS Accepting Peer Group Updates Until December 9

Institutional Shareholder Services, Inc. (“ISS”) recently announced it will accept updates to certain companies’ self-selected peer groups until 5 p.m. EST, December 9, 2013. All companies in the Russell 3000 index with annual…more

ISS

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Network Interference: A Legal Guide to the Commercial Risks and Rewards of the Social Media Phenomenon (3rd Edition)

In this edition: - Introduction - Advertising & Marketing - Brand Protection & Reputational Management - Copyright (EU) - Copyright (U.S.) - Data Privacy & Security -…more

Copyright, Cybersecurity, Data Protection, EU, FDA

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The DOMA Decision – IRS Guidance on Application to Retirement Plans

Since the U.S. Supreme Court struck down Section 3 of the Defense of Marriage Act (“DOMA”) June 26, 2013 (U.S. v. Windsor), there have been many questions regarding the recognition of same-sex spouses for qualified retirement…more

IRS, Retirement Plan, Same-Sex Marriage, SCOTUS, US v Windsor

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HHS OIG Proposes Rule to Expand Exclusion Authorities

On May 9, 2014, the Office of Inspector General (OIG) of the Department of Health and Human Services (HHS) published a proposed rule that would significantly expand the exclusion regulations applicable to persons or entities…more

Administrative Authority, Affordable Care Act, Exclusions, Healthcare, HHS

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COP 19 – Day 11 of the Conference

Introduction - The focus of Thursday’s high-level ministerial discussions turned to the Durban Platform and sought to capitalise on the common ground that was established yesterday in the AWG-DP…more

China, Climate Change, COP, Greenhouse Gas Emissions, United Nations

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Business Implications under U.S. Supreme Court’s Affirmance of EPA’s Transport Rule

The Supreme Court Decision - On April 29, 2014, the U.S. Supreme Court, in a 6-2 decision, upheld a U.S. Environmental Protection Agency's (EPA) regulation that seeks to lower cross-state air pollution. (EPA v. EME Homer…more

Clean Air Act, Cross-State Air Pollution, EPA, EPA v EME Homer City, NAAQS

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EMIR – Summary of Key Requirements

The European Markets Infrastructure Regulation (EMIR) introduces requirements aimed at improving transparency and the reduction of risks associated with the derivatives market. EMIR also establishes organisational, conduct of…more

EEA, EMIR, ESMA, Investment Portfolios, Mandatory Clearing Requirements

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New Language in Pittsburgh Proffer Agreement Increases Risks for White Collar Criminal Defendants in Western District of Pennsylvania

For those persons in the midst of a federal “white collar” criminal investigation, an oftentimes crucial – and always difficult – decision is whether to “proffer” to the government. That decision just became tougher in any…more

Criminal Defense, Proffer Agreement, White Collar Crimes

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Reed Smith Obtains Groundbreaking Decision that Clarifies RAND Obligations for Standards-Essential Patents

Defenses based upon a patentee’s failure to provide reasonable and non-discriminatory (RAND) license terms are becoming a bigger issue and more common as more patentees sue companies on patents they claim are essential to…more

Breach of Contract, Injunctions, ITC, Licenses, Patents

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The DOMA Decision – IRS Guidance on Application to Retirement Plans

Since the U.S. Supreme Court struck down Section 3 of the Defense of Marriage Act (“DOMA”) June 26, 2013 (U.S. v. Windsor), there have been many questions regarding the recognition of same-sex spouses for qualified retirement…more

IRS, Retirement Plan, Same-Sex Marriage, SCOTUS, US v Windsor

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Indonesia’s Presidential Elections Dispute and Idul Fitri 2014 – Are You and Your Company Prepared?

On July 9, within just a few hours of the polls closing in the tightly contested presidential election in the world’s third-largest democracy – the Republic of Indonesia – the only two contestants running had claimed victory…more

Election Laws

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IRS Releases New Guidance on Beginning of Construction - 23 September 2013

Production tax credits ("PTCs") are available for wind, biomass, geothermal, landfill gas, trash, hydropower, and marine and hydrokinetic facilities, if construction of the facility begins before January 1, 2014. Alternatively,…more

Biomass, Construction Contracts, Geothermal Energy, Hydropower, Investment Tax Credits

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Illinois: The Department’s Effort To Bring Order to Local Sales Tax Sourcing Spreads the Chaos to the State Sales and Use Tax Regime

The list of potential side-effects of medication can often lend some validity to the aphorism that the remedy is worse than the disease. Tax regulations are not required to list the potential side-effects, but the remedy…more

Department of Revenue, Jurisdiction, Proposed Regulation, Sales & Use Tax

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Network Interference: A Legal Guide to the Commercial Risks and Rewards of the Social Media Phenomenon (3rd Edition)

In this edition: - Introduction - Advertising & Marketing - Brand Protection & Reputational Management - Copyright (EU) - Copyright (U.S.) - Data Privacy & Security -…more

Copyright, Cybersecurity, Data Protection, EU, FDA

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Massachusetts Tax Developments - A Reed Smith Quarterly Update (4th Quarter 2013)

Welcome to the latest Reed Smith Massachusetts State Tax Quarterly Update. In this update, we’ll take a look back to the developments from the last quarter of 2013, and look ahead to some percolating issues at the Appellate Tax…more

Cloud Computing, Corporate Taxes, Sales & Use Tax, SALT, State Taxes

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The Draft LCIA Arbitration Rules 2014 – changes to watch out for: a quick reference guide

The London Court of International Arbitration (LCIA) recently published for consideration the Final Draft of its proposed new Arbitration Rules to replace the 1998 Rules. The proposed changes bring the LCIA Rules into…more

Arbitration, Arbitration Agreements, International Arbitration, UK

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Federal Appeals Court Rejects False Claims Act Suit Based on Drug Packaging cGMP Violations

Last Friday, the U.S. Court of Appeals for the Fourth Circuit affirmed the dismissal of a False Claims Act (“FCA”) case brought against Omnicare. United States ex rel. Rostholder v. Omnicare, Inc., No. 12-2431, 2014 WL 661351…more

Drug Manufacturers, False Claims Act, Healthcare, Omnicare, Prescription Drugs

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Network Interference: A Legal Guide to the Commercial Risks and Rewards of the Social Media Phenomenon (3rd Edition)

In this edition: - Introduction - Advertising & Marketing - Brand Protection & Reputational Management - Copyright (EU) - Copyright (U.S.) - Data Privacy & Security -…more

Copyright, Cybersecurity, Data Protection, EU, FDA

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What’s in the Pensions Pipeline for 2014?

How the time flies. With 2013 having now drawn to a close, the attention of pension trustees and employers has turned to what pensions issues 2014 may bring. We have discussed some of the likely “agenda items” below…more

Employee Benefits, Income Taxes, Pensions, Retirement, UK

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“Volcker Rule” Regulations Finally See The Light Of Day

Federal financial regulators on December 10, 2013 released final regulations for the Volcker Rule, which is a key provision of the Dodd-Frank Act. The rule is found in section 619 of the Dodd-Frank Act, which adds a new section…more

Bank Holding Company, Bank Holding Company Act, Dodd-Frank, Volcker Rule

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Faulty Workmanship Can Be An Accident

After a spate of bad decisions for policyholders on whether general liability policies can ever provide coverage for construction liabilities, three courts, in the past few weeks, have done an about-face, holding that there is…more

Commercial General Liability Policies, Construction Defects, Subcontractors

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No Planning for Change of Use?

We have all seen a lot of publicity on the government’s proposals to speed up and simplify the system for getting planning permission to kick start the economy. From 30 May 2013 various changes of use can be made without the…more

Affordable Housing, Change of Use, Economic Development, Housing Developers, Office Space

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The High Court has confirmed the effectiveness of contractual carve-out by bank of duty of care and advisory relationship and that a bank did not owe a fiduciary duty

Facts - Barclays Bank plc acted as agent and offshore security trustee under a Facility Agreement, whereby a syndicate of lenders, including Barclays Capital, lent US$45 million in late 2007 to Svizera, a Dutch company,…more

Barclays, Duty of Care, Lenders

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The JOBS Act – Where Are We Now – 2014?

On April 5, 2012, President Barack Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”) into law. The stated purpose of the JOBS Act was to increase job creation and stimulate economic growth. Often referred to…more

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Gore Decided: Unitary Nexus Rejected; Economic Substance Test Clarified

Today, the Maryland Court of Appeals issued its highly anticipated decision in Gore Enterprise Holdings, Inc. v. Comptroller of the Treasury; Future Value, Inc. v. Comptroller of the Treasury. The court held that under the Due…more

Commerce Clause, Due Process, Nexus

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“Volcker Rule” Regulations Finally See The Light Of Day

Federal financial regulators on December 10, 2013 released final regulations for the Volcker Rule, which is a key provision of the Dodd-Frank Act. The rule is found in section 619 of the Dodd-Frank Act, which adds a new section…more

Bank Holding Company, Bank Holding Company Act, Dodd-Frank, Volcker Rule

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The DOMA Decision – IRS Guidance on Application to Retirement Plans

Since the U.S. Supreme Court struck down Section 3 of the Defense of Marriage Act (“DOMA”) June 26, 2013 (U.S. v. Windsor), there have been many questions regarding the recognition of same-sex spouses for qualified retirement…more

IRS, Retirement Plan, Same-Sex Marriage, SCOTUS, US v Windsor

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Commercial Restructuring & Bankruptcy Alert - June 2013

In this issue: - Make–Whole Claim in the Amount of 37% of Loan Balance is Enforced by Delaware Bankruptcy Court - Seventh Circuit Requires Competition for Insider’s New-Value Plan of Reorganization -…more

Commercial Bankruptcy, Loans, New Value Exception, New Value Plans, Reorganizations

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Department of Labor Issues Guidance Affecting Same-Sex Marriages

On September 18, 2013, the United States Department of Labor ("DOL") issued EBSA Technical Release 2013-04 ("Release"), which provides that same-sex couples who enter into marriages in jurisdictions that recognize such marriages…more

DOL, DOMA, EBSA, ERISA, IRS

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California Identifies the First Consumer Products for Assessment under its Safer Consumer Products Regulations

California’s Department of Toxic Substances Control (DTSC) took an important step in implementing its Safer Consumer Products program by identifying the first three consumer products that will be targeted for scrutiny. More…more

Chemicals, Hazardous Substances, USPTO

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Network Interference: A Legal Guide to the Commercial Risks and Rewards of the Social Media Phenomenon (3rd Edition)

In this edition: - Introduction - Advertising & Marketing - Brand Protection & Reputational Management - Copyright (EU) - Copyright (U.S.) - Data Privacy & Security -…more

Copyright, Cybersecurity, Data Protection, EU, FDA

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Litigation Alert: Trust/Owner Not 'Trade or Business' for Withdrawal Liability Purposes

Pacific Coast Shipyards Pension Fund v. Nautical Engineering, Inc. - On January 13, 2014, the U.S. District Court for the Northern District of California (the "District Court") granted a motion to dismiss, holding that a…more

ERISA, Multi-Employer Pensions, Pensions, Trustees, Trusts

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The Sunshine Physician Payment Final Rule Overview and Analysis

On February 1, 2013, the Centers for Medicare & Medicaid Services (CMS) of the Department of Health and Human Services (HHS) released the long-awaited Final Rule (Rule) to implement the “Sunshine” provisions of the Affordable…more

Affordable Care Act, CMS, Healthcare, HHS, Manufacturers

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American Airlines & US Airways Merger – Opposite positions taken by US and EU competition authorities

Whereas the European Commission has cleared under the EU Merger Regulations the proposed merger between US Airways Group and AMR Corporation, including its main subsidiary American Airlines, on 5 August 2013, the U.S. Department…more

American Airlines, Antitrust Litigation, DOJ, EU, European Commission

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Tax measures included in the French Modified Finance Bill for 2014

The Modified Finance Bill for 2014 (the Bill) was presented to the French Parliament on June 11 2014 and will be reviewed by the Finance Committee of the lower Chamber of French Parliament (Assemblee Nationale) on June 18…more

Corporate Taxes, France, Income Taxes

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What to expect in 2014

2013 was a significant year for the UK regulatory landscape. National and international regulators continued to address the issues identified by the financial crisis in addition to responding to the LIBOR scandal with…more

Compliance, Enforcement, FCA, Financial Regulatory Reform, Libor

See All Updates »

Network Interference: A Legal Guide to the Commercial Risks and Rewards of the Social Media Phenomenon (3rd Edition)

In this edition: - Introduction - Advertising & Marketing - Brand Protection & Reputational Management - Copyright (EU) - Copyright (U.S.) - Data Privacy & Security -…more

Copyright, Cybersecurity, Data Protection, EU, FDA

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$2.9 Million Verdict for Plaintiffs Against Oil and Gas Driller

On April 22, 2014, after a two-and-a-half week trial, a Dallas County Court at Law entered a final judgment on a split jury verdict awarding $2.925 million to Texas family, Bob and Lisa Parr from Decatur, against Barnett Shale…more

Energy, Fracking, Fracking Bans, Oil & Gas

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Delegation’s What You Need: EMIR Reporting for SPVs

Introduction - European Market Infrastructure Regulation (EMIR) has been in force since 16 August 2012. It is concerned with improving the transparency of, and reducing the risks associated with, the derivatives market…more

Derivatives, EEA, EMIR, EU, Global Economy

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Common time limits for trade and shipping claims – a print-out guide

Introduction - A “limitation period” is the period of time within which court or arbitration proceedings must be commenced. Every legal claim will be subject to a limitation period, imposed either by the governing law or…more

Shipping, Statute of Limitations, Trucking Industry

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The JOBS Act – Where Are We Now – 2014?

On April 5, 2012, President Barack Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”) into law. The stated purpose of the JOBS Act was to increase job creation and stimulate economic growth. Often referred to…more

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Supreme Court Relies on Reed Smith Brief in Cell Phone Search Cases

The Supreme Court decided Riley v. California and United States v. Wurie yesterday, June 25, and unanimously held that the search incident to arrest doctrine does not allow law enforcement officers to search data on cell phones…more

Cell Phones, Fourth Amendment, Police, Riley v California, SCOTUS

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How new EU guidance on the Consumer Rights Directive will impact online digital content providers

Following on from the guidance note we recently published on this topic, new consumer rights have now been introduced on an EU-wide basis which affect most businesses dealing with consumers. These rights have been introduced…more

EU, Internet Retailers, New Legislation, Online Payments, Online Platforms

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EU seeks to tighten the regulatory and fiscal net for digital companies

Introduction - The European Union (EU) has recently turned its attention to the thriving European digital economy. In two key areas, data protection and tax, the EU seeks to increase levels of regulation and impose new…more

Data Protection, EU, Financial Regulatory Reform, OECD, Tax Reform

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New Mexican Anti-Money Laundering Regulations Take Effect

On October 17, 2012, Mexico passed the Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita (the "Anti-Money Laundering Law" or "AMLL"). The AMLL represents a major sea change in the…more

Anti-Money Laundering, Mexico, White Collar Crimes

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Business Across Borders - Smoothing the path: the challenges of operating internationally

The third in our Business Across Borders report series, written by The Economist Intelligence Unit, and launched today, delves into the challenges faced by companies doing business across markets. The report and video…more

Cross-Border, Cross-Border Transactions, International Finance

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UK Bribery: Construction in the Cross-Hairs

The UK’s Serious Fraud Office has made clear that its anti-bribery investigations are focussed on two industries in particular: construction and energy. Construction firms especially are under-prepared for the risks which this…more

Bribery, SFO, UK, UK Bribery Act

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Emergency Response in the Energy & Natural Resources Sector: The Lawyers’ Perspective

Introduction - The term "emergency" can encompass a wide range of events, including on and off shore casualty incidents, such as fire, explosion and collision, environmental disasters, the impact of sanctions and/or…more

Attorney-Client Privilege, Emergency Management Plans, Emergency Response, Jurisdiction, Natural Disasters

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Obtaining German Works Council Approval to Collect Employee E-Mail and Electronic Documents Using EnCase® Enterprise and EnCase® eDiscovery

German companies sometimes are required to collect data for legitimate business purposes, including for compliance, to investigate malfeasance, for adjudication of claims and to protect personal data of customers from misuse…more

Data Collection, Data Protection, Electronically Stored Information, Email, EU

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Network Interference: A Legal Guide to the Commercial Risks and Rewards of the Social Media Phenomenon (3rd Edition)

In this edition: - Introduction - Advertising & Marketing - Brand Protection & Reputational Management - Copyright (EU) - Copyright (U.S.) - Data Privacy & Security -…more

Copyright, Cybersecurity, Data Protection, EU, FDA

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Relief for documentary credits under Basel III Leverage Ratio

The Basel III Leverage Ratio has been amended following the Basel Committee on Banking Supervision’s recent publication of its paper, “Basel III Leverage Ratio Framework and Disclosure Requirements”…more

Banks, Basel III, Foreign Banks

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Pennsylvania Superior Court Confirms that Valuable Consideration Required for Non-Compete Agreement Entered Into After Commencement of Employment: Slams Door on Legal Substitute For Consideration

Through its decision in Socko v. Mid-Atlantic Systems of CPA, Inc., No. 1223, 2014 WL 1898584 (Pa. Super. Ct. May 13, 2014), the Pennsylvania Superior Court has confirmed that a restrictive covenant entered into after the…more

Consideration, Employer Liability Issues, Employment Contract, Hiring & Firing, Non-Compete Agreements

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EU Proposes Further Measures Towards Reducing Greenhouse Gas Emissions from Ships

As a first step towards reducing the marine transport industry’s greenhouse gas emissions, on 28 June 2013 the European Commission (the “Commission”) tabled a draft Regulation to introduce a system of monitoring and publication…more

EU, European Commission, Greenhouse Gas Emissions, Proposed Legislation, Shipping

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Disaster and Business Interruption Coverages in the Wake of the Polar Vortex

The “Polar Vortex” created severe cold weather conditions and record low temperatures across most of the United States. Many businesses suffered property damage or loss of business as a result of weather-related shut downs, road…more

Business Interruption, Insurers, Natural Disasters, Polar Vortex, Property Damage

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Breaches of confidentiality must be the real deal – Wade v British Sky Broadcasting Ltd [2014] EWHC 634

Despite the industry maxim “where there’s a hit, there’s a writ” and the numerous plagiarism allegations made in the TV business, it is well known in the copyright world that the English courts have refused to recognise a free…more

Breach of Contract, Confidentiality, Copyright

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HHS OIG Proposes Rule to Expand Exclusion Authorities

On May 9, 2014, the Office of Inspector General (OIG) of the Department of Health and Human Services (HHS) published a proposed rule that would significantly expand the exclusion regulations applicable to persons or entities…more

Administrative Authority, Affordable Care Act, Exclusions, Healthcare, HHS

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Contracting with the Ghanaian government or government entities – some guidance for the international community from the Supreme Court in Accra

Introduction - In its recent decision in the case of Felix Klomega v The Attorney General and others, the Supreme Court in Ghana has provided much needed guidance to the international community when looking to contract…more

Africa, Contracting Procedures

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Texas Supreme Court Limits Liability Exclusion in Ewing

On January 17, 2014, the Texas Supreme Court issued a key ruling clarifying the scope of contractual liability exclusions in insurance policies. In Ewing Const. Co., Inc. v. Amerisure Ins. Co., 2014 WL 185035 (Tex. Jan. 17,…more

Commercial General Liability Policies, Construction Contracts, Construction Defects, Exclusions, Limitation of Liability Clause

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Update on Electricity Market Reform: The Capacity Market

This is the last of a series of three short client alerts summarising recent developments in the UK government’s Electricity Market Reform (EMR) programme…more

Auction, Electricity, Energy Consumption, Energy Policy, EU

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Common time limits for trade and shipping claims – a print-out guide

Introduction - A “limitation period” is the period of time within which court or arbitration proceedings must be commenced. Every legal claim will be subject to a limitation period, imposed either by the governing law or…more

Shipping, Statute of Limitations, Trucking Industry

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Investing in luxury properties in France: a counterflow strategy that could pay off

Since the new taxation reform was passed earlier this year, a number of wealthy owners have moved out of France and put up their properties for sale. This resulted in an exceptional price fall of up to 15% for properties over €2…more

EU, Property Tax, Real Estate Market

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Dodd-Frank Executive Compensation Rules: SEC Proposes Rules for CEO/Employee Pay Ratio Disclosure

On September 18, 2013, the Securities and Exchange Commission voted 3-2 to propose a new rule implementing section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This rule, requiring a public company to…more

Dodd-Frank, Executive Compensation, JOBS Act, Pay Ratio, SEC

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New Hong Kong Companies Ordinance: a Snapshot

On 3 March 2014, the new Companies Ordinance (the “New CO”) will come into effect in Hong Kong. This is expected to have a significant impact on the incorporation and operation of companies in Hong Kong; although the number of…more

Compliance, Hong Kong

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California Attorney General Issues Recommendations for Privacy Policies and Do Not Track Disclosures

On May 21, 2014, the California Attorney General, Kamala D. Harris, issued her long-awaited guidance for complying with the California Online Privacy Protection Act (“CalOPPA”). “Making Your Privacy Practices Public,” provides…more

CalOPPA, Data Protection, Disclosure Requirements, Do Not Track, Internet

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Expo 2020 – Part 2: Sustainability

One of three main themes of Expo 2020 is sustainability. During the event, the participants will explore and discuss the development of sustainable sources of energy and water. However, sustainability is not just a theme…more

Energy, Green Buildings, Renewable Energy, Sustainability, Water

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IRS Issues Guidance on Application Process for Tax Credits for Manufacturers of Renewable Energy Property

The American Recovery and Reinvestment Act of 2009 (the "Recovery Act") added a number of significant new tax incentives for businesses engaged in the renewable energy market, including a program that provides a tax credit to…more

American Recovery and Reinvestment Act, DOE, Manufacturers, Renewable Energy, Tax Incentives

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Network Interference: A Legal Guide to the Commercial Risks and Rewards of the Social Media Phenomenon (3rd Edition)

In this edition: - Introduction - Advertising & Marketing - Brand Protection & Reputational Management - Copyright (EU) - Copyright (U.S.) - Data Privacy & Security -…more

Copyright, Cybersecurity, Data Protection, EU, FDA

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Commercial Restructuring & Bankruptcy Newsletter - June 2014

In this issue: - Are Breakup Fees at Risk? - Credit Bidding Rights Limited, Capped by Debt Purchase Amount - Court Upholds Creditor’s Security Interest Despite Post-Petition Lapse of Financing Statement…more

Chapter 11, Chapter 7, Commercial Bankruptcy, Creditors, Debt Restructuring

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Data Protection Act – Obligations of Liquidators

A judgment recently handed down from the High Court clarifies the obligations of liquidators under the Data Protection Act 1998, providing them with greater personal protection from fines or other sanctions. Reed Smith…more

Data Collection, Data Protection, EU, Fees, Liquidation

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New York Court of Appeals Embraces a More Policyholder – Friendly Stance on Insurer’s Duty to Defend

Policyholders received a boost of support from a New York Court of Appeals on Tuesday when the court held that an insurer is precluded from using policy exclusions as a means to escape its duty to indemnify a claim if it…more

Duty to Defend, Indemnification, Insurers, Policy Exclusions

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Part B Inpatient Billing in Hospitals

Introduction - On March 13, 2013, the Centers for Medicare & Medicaid Services (CMS) concurrently issued CMS Ruling Number CMS-1455-R (the Administrator’s Ruling) and a proposed rule, “Part B Inpatient Billing in…more

CMS, Hospitals, Inpatient Billing, Pending Legislation

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Network Interference: A Legal Guide to the Commercial Risks and Rewards of the Social Media Phenomenon (3rd Edition)

In this edition: - Introduction - Advertising & Marketing - Brand Protection & Reputational Management - Copyright (EU) - Copyright (U.S.) - Data Privacy & Security -…more

Copyright, Cybersecurity, Data Protection, EU, FDA

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Reed Smith Lawyers Support Proposed Federal Rules Reforms

A number of Reed Smith attorneys have been active in supporting the proposed amendments to the Federal Rules of Civil Procedure, particularly those aimed at narrowing the discovery process through consideration of…more

Discovery, Federal Rules of Civil Procedure, Proportionality, Sanctions

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CFTC’s Final 'Harmonization' Rules: Shifting Sands in the ETF Competitive Landscape

Background - The Commodity Futures Trading Commission (CFTC) caused quite a stir in 2012 when it changed its rules to require investment advisers to mutual funds that invest to any significant degree in derivatives, to…more

CFTC, CPO, Derivatives, ETFs, Investment Adviser

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Network Interference: A Legal Guide to the Commercial Risks and Rewards of the Social Media Phenomenon (3rd Edition)

In this edition: - Introduction - Advertising & Marketing - Brand Protection & Reputational Management - Copyright (EU) - Copyright (U.S.) - Data Privacy & Security -…more

Copyright, Cybersecurity, Data Protection, EU, FDA

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IRS Releases New Guidance on Beginning of Construction - 23 September 2013

Production tax credits ("PTCs") are available for wind, biomass, geothermal, landfill gas, trash, hydropower, and marine and hydrokinetic facilities, if construction of the facility begins before January 1, 2014. Alternatively,…more

Biomass, Construction Contracts, Geothermal Energy, Hydropower, Investment Tax Credits

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Delaware Supreme Court Affirms Criteria for Applying the Business Judgment Rule to Controlling Stockholder Going-Private Transactions - Validates Procedural Safeguards of Special Committee and Non-Waivable Majority of Minority Approval

In Kahn, et al. v. M & F Worldwide Corp., et al., 2014 WL 996270 (Del. Mar. 14, 2014), the Delaware Supreme Court unanimously affirmed that, when certain procedural safeguards are implemented at the outset of negotiations, a…more

Business Judgment Rule, Controlling Stockholders, MFW, Minority Shareholders, Shareholder Litigation

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New Hong Kong Companies Ordinance: a Snapshot

On 3 March 2014, the new Companies Ordinance (the “New CO”) will come into effect in Hong Kong. This is expected to have a significant impact on the incorporation and operation of companies in Hong Kong; although the number of…more

Compliance, Hong Kong

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French trademarks composed of Chinese characters: imitation successfully upheld with a broad definition of “relevant French public”

On April 29, 2014, the Versailles Appeal Court issued an interesting decision as regards assessment of likelihood of confusion between two French trademarks composed of Chinese characters and designating wine, the prior…more

EU, Trademark Litigation, Trademarks

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Unprecedented Flooding in Alberta, Canada: Insurance Coverage for Property Damage, Loss of Business Income and Extra Expenses

Three days of unusually heavy rainfall has caused extensive flooding in Alberta, Canada. Calgary, the epicenter of Canada’s energy industry, was particularly hard hit, with flooding of the city itself and widespread loss of…more

Business Income, Business Interruption, Canada, Flooding, Insurers

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CFTC’s Final 'Harmonization' Rules: Shifting Sands in the ETF Competitive Landscape

Background - The Commodity Futures Trading Commission (CFTC) caused quite a stir in 2012 when it changed its rules to require investment advisers to mutual funds that invest to any significant degree in derivatives, to…more

CFTC, CPO, Derivatives, ETFs, Investment Adviser

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Termination for Convenience - An Unfettered Right. Discuss.

Does there need to be a reason for termination? In addition to a party’s right to bring a contract to an end at common law, most engineering and construction contracts contain provisions allowing the parties to terminate a…more

Construction Contracts, Engineering, Good Faith, Notice of Default, Pre-Termination Notice

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The regulation of cosmetic interventions in the UK: toothless rhetoric or industry overhaul?

This Reed Smith client alert looks at the UK government’s response to the independent review of the regulation of cosmetic interventions in the UK. The key issues In recent years, cosmetic procedures have become widely…more

Cosmetic Surgery, Healthcare, Healthcare Professionals, Marketing, Medical Devices

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U.S. District Court Vacates SEC’s Rule Requiring Public Disclosure of Energy Companies’ Payments to U.S. and Foreign Governments

On July 2, 2013, the U.S. District Court for the District of Columbia vacated a rule promulgated by the Securities and Exchange Commission ("SEC") that would have required energy companies to publicly disclose payments to U.S…more

Administrative Procedure Act, Disclosure Requirements, Dodd-Frank, Minerals, Oil & Gas

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Network Interference: A Legal Guide to the Commercial Risks and Rewards of the Social Media Phenomenon (3rd Edition)

In this edition: - Introduction - Advertising & Marketing - Brand Protection & Reputational Management - Copyright (EU) - Copyright (U.S.) - Data Privacy & Security -…more

Copyright, Cybersecurity, Data Protection, EU, FDA

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California Tax Developments - A Reed Smith Quarterly Update (1st Quarter 2014)

Case Updates - Superior Court deems Comcast and QVC are not unitary; determines early termination fee is business income. On March 6, 2014, a Los Angeles Superior Court issued its final decision in Comcon Production…more

Abercrombie & Fitch, Comcast, Commerce Clause, Fees, Franchise Tax Board

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President Signs Medicare Physician Fee Schedule/SGR Patch with Numerous Health Policy Provisions

In This Issue: - One-Year Medicare Physician Fee Schedule Fix - Valuation of Services Under the Physician Fee Schedule - ICD-10 Delay; LTCH Moratorium to Become Effective Immediately - Skilled Nursing Facility…more

Barack Obama, Long-Term Care, Medicaid, Medicare, Physician Fee Schedule

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Network Interference: A Legal Guide to the Commercial Risks and Rewards of the Social Media Phenomenon (3rd Edition)

In this edition: - Introduction - Advertising & Marketing - Brand Protection & Reputational Management - Copyright (EU) - Copyright (U.S.) - Data Privacy & Security -…more

Copyright, Cybersecurity, Data Protection, EU, FDA

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The Leveraged Finance Revolution Continues

Through 2009-12, sponsors would have to work hard to pull together clubs of banks to finance midmarket acquisitions, refinancing opportunities were scarce and the bond market (whilst open) was the preserve of larger deals…more

Acquisitions, Banks, EU, Foreign Banks, Leveraged Buyout

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Policyholders with Long-Tail Claims Under Liberty Mutual Policies Should Be Prepared for 'Sea Change' in Claims Handling After Berkshire Hathaway Deals

On July 17, 2014, Liberty Mutual Insurance Company announced that it had entered into a multi-billion-dollar “retroactive reinsurance” arrangement with National Indemnity Company (“NICO”), a subsidiary of Berkshire Hathaway,…more

Asbestos, Berkshire Hathaway, Liberty Mutual Insurance Company, Long-Tail Claims, National Indemnity Company

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Commercial Restructuring & Bankruptcy Alert - November 2013

In this issue: - Consequences of the Failure of a Secured Creditor to File a Timely Proof of Claim - Private Equity Funds Potentially Liable for Portfolio Company’s Unfunded Pension Liability - Make-Whole…more

Commercial Bankruptcy, Debt, Debtors, Employee Benefits, Investment Portfolios

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Did We Sign Up for This? Court Compels Arbitration Based on Dispute Resolution Terms of Separate Contract

A Texas Court of Appeals has held that parties to a natural gas gathering contract are required to utilize arbitration—despite the absence of an arbitration provision in the contract—because the case cannot be decided without…more

Arbitration, Arbitration Agreements, Contract Interpretation, Oil & Gas

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The Clean Power Plan: State Implementation Plans Building Block 2 – The Re-dispatch Option

On June 2, 2014, the U.S. Environmental Protection Agency (“EPA”) announced proposed regulations (the “Clean Power Plan” Notice of Proposed Rulemaking (“NOPR”)) to limit greenhouse gas (“GHG”) emissions from existing…more

Carbon Emissions, Clean Power Plan, Energy, Energy Efficiency, Environmental Policies

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First Inventor to File System Dictates Changes in Patent Filing Strategies

One of the most significant provisions of the recently enacted America Invents Act (AIA), the change from a "first to invent" system to a "first inventor to file" system, will go into effect March 16, 2013. Currently, the first…more

America Invents Act, First-to-File, First-to-Invent, Patent Reform, Patents

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Federal Trade Commission Announces Adjusted HSR Thresholds for 2014

On January 17, 2014, the Federal Trade Commission announced the annual threshold adjustments for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) (“HSR”). The new thresholds have…more

FTC, Hart-Scott-Rodino Act, Pre-Merger Filing Requirements

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Brownfield land in the UK: lenders' liability

In this fourth in our series of briefings on topics relevant to those involved in brownfield land, we look at the issue of lenders’ liability in respect of risks arising from brownfield sites under environmental law in England…more

Brownfield Properties, Environmental Policies, EU, Lender Liability

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Bridging the Gap: English Courts Uphold Enforceability of Long-term Commodity Supply Contracts

Term contracts for the supply of commodities – especially over a term of several years – are often expressed to be legally binding, but can leave important terms to be agreed between the parties, for example, on an annual basis…more

Contract Disputes, Contract Drafting, Contract Interpretation, EU, Supply Contracts

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April Fools? No Joke, Virginia Law Limiting Addback Exceptions To Be Applied Retroactively for 10 Years

On April 1, 2014, Virginia Governor Terry McAuliffe signed HB 5001. This law imposes severe restrictions on the existing exceptions to intangible expense addback to Virginia taxable income. Specifically, the new law limits the…more

Income Taxes, Royalties

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LNG As A Marine Fuel – The Speed Of Change

“When I was asked if I might speak about the use of LNG as fuel for ships, two thoughts came to mind. Firstly, the old Latin maxim: volenti non fit injuria. Or in my vernacular: “well, you asked for…more

Air Pollution, Environmental Policies, Liquid Natural Gas, Natural Gas, Oil & Gas

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The Applicability of Pennsylvania’s Mechanics Lien Law to Oil and Gas Well and Pipeline Construction Projects

The owner and contractors on a construction project usually anticipate that all parties will be properly paid for work performed. In reality, however, it is not uncommon for issues to arise related to the payment of a contractor…more

Mechanics Lien, Oil & Gas, Pipelines

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CFTC Takes an Aggressive Enforcement Tack – Commissioner Criticizes Omnibus Order of Investigation (Including Subpoenas) Approved by ‘Absent Objection’ Process

Last week, Commodity Futures Trading Commission (CFTC) Commissioner Scott O'Malia, sharply criticized a potentially significant expansion of the CFTC Enforcement Division’s investigatory powers. In an unusual "dissenting…more

CFTC, Enforcement, Investigations, Subpoenas

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Commercial Restructuring & Bankruptcy Newsletter - June 2014

In this issue: - Are Breakup Fees at Risk? - Credit Bidding Rights Limited, Capped by Debt Purchase Amount - Court Upholds Creditor’s Security Interest Despite Post-Petition Lapse of Financing Statement…more

Chapter 11, Chapter 7, Commercial Bankruptcy, Creditors, Debt Restructuring

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$2.9 Million Verdict for Plaintiffs Against Oil and Gas Driller

On April 22, 2014, after a two-and-a-half week trial, a Dallas County Court at Law entered a final judgment on a split jury verdict awarding $2.925 million to Texas family, Bob and Lisa Parr from Decatur, against Barnett Shale…more

Energy, Fracking, Fracking Bans, Oil & Gas

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New Proposed Regulations Released Under the Affordable Care Act

The Obama administration recently released three important proposed regulations under the Patient Protection and Affordable Care Act (the "ACA"). These proposed regulations, the highlights of which are discussed below, aim to..…more

Affordable Care Act, Essential Health Benefits, Wellness Programs

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Recent Developments in Additional Insured Coverage in Texas

As part of the ongoing insurance coverage dispute following the sinking of the Transocean offshore drilling unit Deepwater Horizon, the United States Court of Appeals for the Fifth Circuit has issued, and the Texas Supreme Court…more

Additional Insured, Deepwater Horizon, Gulf Oil Spill, Offshore Drilling, Transocean

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Data Protection Act – Obligations of Liquidators

A judgment recently handed down from the High Court clarifies the obligations of liquidators under the Data Protection Act 1998, providing them with greater personal protection from fines or other sanctions. Reed Smith…more

Data Collection, Data Protection, EU, Fees, Liquidation

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Federal Appeals Court Rejects False Claims Act Suit Based on Drug Packaging cGMP Violations

Last Friday, the U.S. Court of Appeals for the Fourth Circuit affirmed the dismissal of a False Claims Act (“FCA”) case brought against Omnicare. United States ex rel. Rostholder v. Omnicare, Inc., No. 12-2431, 2014 WL 661351…more

Drug Manufacturers, False Claims Act, Healthcare, Omnicare, Prescription Drugs

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Business Across Borders - Smoothing the path: the challenges of operating internationally

The third in our Business Across Borders report series, written by The Economist Intelligence Unit, and launched today, delves into the challenges faced by companies doing business across markets. The report and video…more

Cross-Border, Cross-Border Transactions, International Finance

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Federal Trade Commission Announces Adjusted HSR Thresholds for 2014

On January 17, 2014, the Federal Trade Commission announced the annual threshold adjustments for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. § 18a) (“HSR”). The new thresholds have…more

FTC, Hart-Scott-Rodino Act, Pre-Merger Filing Requirements

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Nebraska Adopts Sales Tax Exemption to Clear the Path for Renewable Energy Development

On June 4, 2013, Nebraska Governor Dave Heineman signed into law a bill (LB104) designed to incentivize the development of renewable energy in the state by exempting certain purchases of renewable energy equipment and other…more

New Legislation, Renewable Energy, Sales & Use Tax, Tax Exemptions

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Doosan v MABE: English Court Injuncts Owner from Calling Performance Bond When Owner Has Failed To Issue a Taking-Over Certificate

It is quite rare to see a Court hand down a judgment in relation to a FIDIC-based contract. The reason is that most FIDIC-based contracts contain an arbitration agreement resulting in disputes being resolved privately and…more

Bonds, FIDIC Contracts, UK

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Iraq Oil and Gas Regime - Part 2

This article is part two of a two-part series on recent developments in the Iraqi oil and gas licensing regime. Part one gave an overview of the political and legal issues affecting the current Iraqi oil and gas licensing…more

Licenses, Middle East, Oil & Gas

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Network Interference: A Legal Guide to the Commercial Risks and Rewards of the Social Media Phenomenon (3rd Edition)

In this edition: - Introduction - Advertising & Marketing - Brand Protection & Reputational Management - Copyright (EU) - Copyright (U.S.) - Data Privacy & Security -…more

Copyright, Cybersecurity, Data Protection, EU, FDA

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OIG Proposes Rule to Implement Expanded Civil Monetary Penalty Authority under the ACA

The Office of Inspector General (OIG) of the Department of Health and Human Services (HHS) has published a proposed rule that would amend the health care program civil monetary penalty (CMP) regulations (Proposed Rule). Notably,…more

Affordable Care Act, Civil Monetary Penalty, Drug Manufacturers, HHS, OIG

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Proposed Changes to California Franchise Law Would Limit Franchisors’ Termination and Nonrenewal Rights

The California Small Business Investment Protection Act, Assembly Bill 1141, was recently proposed and makes several changes to California’s current franchise laws, the Franchise Relations Act and the Franchise Investment Law…more

Contract Renewal, Franchise Agreements, Franchises, Just Cause, Proposed Legislation

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Policyholders with Long-Tail Claims Under Liberty Mutual Policies Should Be Prepared for 'Sea Change' in Claims Handling After Berkshire Hathaway Deals

On July 17, 2014, Liberty Mutual Insurance Company announced that it had entered into a multi-billion-dollar “retroactive reinsurance” arrangement with National Indemnity Company (“NICO”), a subsidiary of Berkshire Hathaway,…more

Asbestos, Berkshire Hathaway, Liberty Mutual Insurance Company, Long-Tail Claims, National Indemnity Company

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Judicial review suspends LME implementation of warehouse queue rule

Following a judicial review action brought by the Russian aluminium producer, United Company Rusal plc (“Rusal”), the English High Court has decided that the LME’s consultation in relation to the introduction of a rule aiming to…more

Human Rights, Judicial Review, Warehouses

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Liquidated Damages Provision in Texas Power Contract Found Void as Unenforceable Penalty

The Supreme Court of Texas (“Court”) recently held that a liquidated damages provision in a contract for renewable energy was unenforceable because it operated as a penalty without having any reasonable relationship to actual…more

Liquidated Damages, Void and Unenforceable

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North American Grain: key differences between standard forms (2)

This client alert is the second of a two-part series relating to the use of the standard form contract published by the North American Grain Export Association (NAEGA)…more

Contract Drafting, Exports

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EMIR – Summary of Key Requirements

The European Markets Infrastructure Regulation (EMIR) introduces requirements aimed at improving transparency and the reduction of risks associated with the derivatives market. EMIR also establishes organisational, conduct of…more

EEA, EMIR, ESMA, Investment Portfolios, Mandatory Clearing Requirements

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Fifth Circuit Reverses District Court in Deepwater Horizon Insurance Coverage Litigation and Grants BP Unlimited Access to Transocean’s $750 Million in Insurance as 'Additional Insured'

On March 1, 2013, a three-judge panel of the United States Court of Appeals for the Fifth Circuit, in In re Deepwater Horizon, No. 12-30230, 2013 WL 776354 (5th Cir. March 1, 2013), held that BP PLC ("BP") can access Transocean…more

Additional Insured, BP, Deepwater Horizon, Gulf Oil Spill, Liability Insurance

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The Current State in Financial Services: Cybersecurity - July 2013

In this issue: - The Current State in Financial Services Cybersecurity - Critical Infrastructure Executive Order - Cybersecurity Legislation - Financial Services Cybersecurity Infrastructure -…more

CISPA, Critical Infrastructure Sectors, Cyber Attacks, Cybersecurity, Data Protection

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Supreme Court Subjects Reverse Payment Settlements to Antitrust Review

In a recent opinion with powerful implications for drug manufacturers, the U.S. Supreme Court decided in FTC v. Actavis that reverse payment settlement agreements can violate the antitrust laws despite the antitrust immunity…more

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

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FTC Releases Guidance on Mobile Privacy Best Practices; Enters Into $800K Consent Order with Path

The FTC guidance released February 1 is Mobile Privacy Disclosures: Building Trust Through Transparency: A Federal Trade Commission Staff Report. In Mobile Privacy Disclosures, the FTC as the primary federal regulator on privacy…more

Consent, COPPA, Data Collection, Data Protection, FTC

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Network Interference: A Legal Guide to the Commercial Risks and Rewards of the Social Media Phenomenon (3rd Edition)

In this edition: - Introduction - Advertising & Marketing - Brand Protection & Reputational Management - Copyright (EU) - Copyright (U.S.) - Data Privacy & Security -…more

Copyright, Cybersecurity, Data Protection, EU, FDA

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July Sanctions Update: Ukraine and Iran

We have set out below a summary of the recent changes in respect of the Ukraine as well as an update on the position regarding the “Joint Plan of Action” in respect of Iran…more

Foreign Policy, Iran, Sanctions, Ukraine

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Commercial Restructuring & Bankruptcy Alert - November 2013

In this issue: - Consequences of the Failure of a Secured Creditor to File a Timely Proof of Claim - Private Equity Funds Potentially Liable for Portfolio Company’s Unfunded Pension Liability - Make-Whole…more

Commercial Bankruptcy, Debt, Debtors, Employee Benefits, Investment Portfolios

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Commercial Restructuring & Bankruptcy Alert - February 2013

In this Issue: - Lenders Beware - International Insolvency Laws: Will One Size Fit All? The Debate Continues - ‘Fair and Equitable’ Means More Than Amortization Schedule - Pre-Petition Security License in…more

Amortization, Broadcasting, Chapter 11, Classification of Claims, Confirmation Proceedings

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IP/IT & Media Newsletter - December 2013

In this issue: - Advocate General Believes the Data Retention Directive to be Inconsistent with the EU Charter of Fundamental Rights - Cookies – Guidance on “How To” From the Article 29 Working Party - Is the…more

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Delegation’s What You Need: EMIR Reporting for SPVs

Introduction - European Market Infrastructure Regulation (EMIR) has been in force since 16 August 2012. It is concerned with improving the transparency of, and reducing the risks associated with, the derivatives market…more

Derivatives, EEA, EMIR, EU, Global Economy

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The High Court has confirmed the effectiveness of contractual carve-out by bank of duty of care and advisory relationship and that a bank did not owe a fiduciary duty

Facts - Barclays Bank plc acted as agent and offshore security trustee under a Facility Agreement, whereby a syndicate of lenders, including Barclays Capital, lent US$45 million in late 2007 to Svizera, a Dutch company,…more

Barclays, Duty of Care, Lenders

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Common time limits for trade and shipping claims – a print-out guide

Introduction - A “limitation period” is the period of time within which court or arbitration proceedings must be commenced. Every legal claim will be subject to a limitation period, imposed either by the governing law or…more

Shipping, Statute of Limitations, Trucking Industry

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Third Circuit Clarifies Federal Court Jurisdiction Surrounding Remand to State Court - Agostini v. Piper Aircraft Corp., No. 12-2098, --- F.3d --- (3d Cir. Sept. 5, 2013)

The Third Circuit recently clarified the limits of its own jurisdiction, and that of the district court, in connection with orders remanding cases to state court. The court held a firm line on the reviewability of such orders,…more

Federal Jurisdiction, Jurisdiction, Remand

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New Hong Kong Companies Ordinance: a Snapshot

On 3 March 2014, the new Companies Ordinance (the “New CO”) will come into effect in Hong Kong. This is expected to have a significant impact on the incorporation and operation of companies in Hong Kong; although the number of…more

Compliance, Hong Kong

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Enterprise Investment Scheme availability for film or television co-productions

HMRC has published a note to clarify the interaction between film or television co-productions and the Enterprise Investment Scheme (EIS). In the note, HMRC states that companies participating in a film or television…more

HMRC, Income Tax Act, Television Programming, UK

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Shale Gas in the UK: a year in review (a regulatory and policy update)

Introduction - Shale gas exploration is now featuring in the news headlines in the UK on an almost daily basis. The positions of those for and against extraction of unconventional gas through hydraulic fracturing…more

Fracking, Shale Gas, UK

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What should UK and non EU AIFMs be doing now and how can we help?

The AIFMD trigger date occurred on 22 July this year, with a 12-month transitional period (TP) in place in the UK for (i) existing UK managers of AIFs (UK AIFMs), and (ii) non-EU managers of AIFs (Non-EU AIFMs) actively marketed…more

AIFM, AIFMD, EU, UK

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Pennsylvania DOR Releases Draft Market-Sourcing Guidelines

On June 16, the Department of Revenue released draft guidance on applying Pennsylvania’s new market-based, sales factor sourcing legislation that was signed into law in July 2013. The new market-sourcing legislation is effective…more

Department of Revenue, New Legislation, Tax Rates

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Combined “Prevention of Shipment” clause replaces Prohibition, Force Majeure and Strikes clauses in standard grain trading contracts

The Grain and Feed Trade Association ("GAFTA") contracts have traditionally dealt with the consequence of Prohibition, Force Majeure and Strikes by way of independent stand-alone clauses. As of 1 June 2014, a single consolidated…more

Contract Formation, Force Majeure Clause, GAFTA, UK

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Contracting with independent oil storage companies: the reality

Introduction - Storage space is a necessity for the owner of any physical commodity. Stockpiling in storage facilities permits greater flexibility and continuity of supply in the event of supply disruptions, increases in…more

Contract Drafting, Contract Formation, Indemnification, Oil & Gas, Risk Management