Reed Smith

United States

Contact: Michael Scherpereel

  • (412) 288-3131
  • (412) 288-3063

Financial Services Regulatory Bulletin - December 2014

In this issue: - CFPB Issues Final Rule on Regulation P: Annual Privacy Notices Can Be Delivered By Posting Online - ‘It Takes Hutzpah!’: D.C. Federal Judge Issues Stunning Rebuke of HUD Disparate Impact Rule…more

Annual Notices, CFPB, Debt Collectors, Disability Benefits, Discrimination

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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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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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Sanctions Update: the U.S. and the EU impose further measures against Russia

This alert follows our previous alerts on the Russia/Ukraine sanctions. U.S. Passes New Sanctions Authorizing Statute - Sends Russia Frigid End of Year Message. President Obama: U.S. will “review and calibrate”…more

Banking Sector, Barack Obama, BIS, Crimea, Defense Sector

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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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Financial Services Regulatory Bulletin - December 2014

In this issue: - CFPB Issues Final Rule on Regulation P: Annual Privacy Notices Can Be Delivered By Posting Online - ‘It Takes Hutzpah!’: D.C. Federal Judge Issues Stunning Rebuke of HUD Disparate Impact Rule…more

Annual Notices, CFPB, Debt Collectors, Disability Benefits, Discrimination

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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 - Issue 1/2014

In this issue: - Apps and Data Privacy – New Guidelines from the German DPAs New Developments in Cybersecurity Regulation - Refer-a-Friend Functionality on the Internet – Federal Court underpins its view…more

Data Protection, ECJ, EU, EU Data Protection Laws, Mobile Apps

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Whole Foods’ Proposal for Proxy Access Is Sufficient to Exclude Shareholder Proposal

In a closely watched development, the SEC’s Division of Corporation Finance Staff (Staff) granted no-action relief in early December to Whole Foods Market, Inc. (Whole Foods, or the Company) in response to the Company’s request…more

No-Action Relief, Proxy Season, Proxy Statements, SEC, Shareholder Proposals

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Extension clauses in FOB contracts

The High Court has recently considered the purpose and effect of the GAFTA FOB contract “Extension of Delivery” clause, which entitles a buyer to claim an extension to the delivery period. This alert considers the conclusions…more

Extensions, GAFTA, Shipping, Time Extensions, UK

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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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SEC Announces Enforcement Actions Relating to Section 16 Reporting Violations

On September 10, the SEC announced enforcement actions against 28 individuals and investment companies for failing to promptly report their holdings of and transactions in public company stock. The SEC also brought charges…more

Compliance, Enforcement, Enforcement Actions, Reporting Requirements, SEC

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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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New Hybrid Pension Plan Guidance

The IRS recently issued new final and proposed regulations that provide welcome guidance to sponsors of hybrid pension plans. Hybrid pension plans, such as cash balance plans and pension equity plans, are defined benefit plans…more

Employee Benefits, Final Rules, Hybrid Plan, IRS, Pensions

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CARB’s Invalidation of Offset Credits Highlights Importance of Risk Allocation

On October 8, 2014, the California Air Resources Board (CARB) issued a preliminary determination invalidating more than 230,000 offset credits on grounds that an Arkansas-based chlorofluorocarbons (CFCs) incinerator was not in…more

California Air Resources Board, Cap-and-Trade, CFCs, Contract Drafting, EPA

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Foreign Investments in France Subject to the Prior Authorisation of the French Government

Since 2005, France has enacted various regulations in order to control foreign investments in French companies operating in specified sectors considered as being strategic or sensitive. As a result of these regulations,…more

EU, Foreign Investment, Investors

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UK power generation assets: optimisation and monetisation

In recent years, the UK power sector has seen owners and/or operators of generation assets increasingly reflect on their commercial strategies with respect to their operations. In the case of power plants, this has involved a…more

Energy, Power Plants, UK, Utilities Sector

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Supreme Court’s Denial of Review Lets Stand Influential Opinion Defining FCPA “Instrumentality”

The U.S. Supreme Court on Monday, October 6, 2014, chose not to take an appeal regarding a vague and potent provision of the United States’ international bribery statute, the Foreign Corrupt Practices Act (“FCPA”)…more

Corporate Counsel

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Life Sciences and Health Care Industries Reap the Benefits of 3-D Printing

The past few years have seen 3-D printing – a process that involves the creation of a three-dimensional object from a pre-conceived design – evolve from a futuristic idea into a multi-billion dollar business, and few industries…more

3-D Printing Technology, Dental Products, Healthcare, Healthcare Professionals, Life Sciences

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SEC Announces Enforcement Actions Relating to Section 16 Reporting Violations

On September 10, the SEC announced enforcement actions against 28 individuals and investment companies for failing to promptly report their holdings of and transactions in public company stock. The SEC also brought charges…more

Compliance, Enforcement, Enforcement Actions, Reporting Requirements, SEC

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CMBS – it’s time to dance to the beat!

During the European Autumn CREFC conference, a panel of leading CMBS participants were posed the question of whether European CMBS was stuck at the bar while the market danced. The general consensus of the panel was that…more

CMBS, Commercial Real Estate Market, EU, UK

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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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New Year, New Rules, New Union-Avoidance Strategies

The National Labor Relations Board topped off 2014 with several jabs to employers, including its recent decision in Purple Communications, where the Board held that employees have a presumptive right to use email for…more

Ambush Election Rules, Email, Employer Liability Issues, FLSA, NLRB

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IRS Releases New Guidance on Beginning of Construction - Aug 2014

On August 8, 2014, the Internal Revenue Service (“IRS”) issued Notice 2014-46 (the “Notice”), which clarified certain aspects of the beginning of construction requirement that must be satisfied for taxpayers to qualify for…more

Construction Contracts, Energy, Investment Tax Credits, IRS, Production Tax Credit

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Final Order in the Cook County Non-Titled Personal Property Use Tax Litigation Spells Out Standards for County To Process Claims for Refund

On December 23, 2014, the Final Order was entered in Reed Smith LLP v. Zahra Ali, 2014 IL App (1st) 13246-U, Aug. 4, 2014. Having previously ruled that the county cannot assert the “voluntary payment” defense against any claim…more

Department of Revenue, Reed Smith, Sales & Use Tax, Tax Refunds, Voluntary Payments

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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 (3rd Quarter 2014)

Welcome to the latest Reed Smith Massachusetts State Tax Quarterly Update. In this update, we’ll look back to the developments from the first half of 2014, and look ahead to market-based sourcing and other issues on the horizon…more

Airlines, Apportionment, Corporate Taxes, Electricity, Market Based Approach

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Energy Charter Treaty and the YUKOS/Russia experience

On 28 July 2014, the Permanent Court of Arbitration in the Hague published a final award in an Energy Charter Treaty (ECT) arbitration that has been active for the past decade, ordering the Russian Federation (Russia) to pay…more

Arbitration, Energy, International Arbitration, Russia

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U.S. Supreme Court Upholds Fourth Circuit Victory for Omnicare, Inc. in High-profile, Precedent-setting False Claims Act Case

On October 6, 2014, the U.S. Supreme Court denied review of a groundbreaking Fourth Circuit decision affirming the dismissal of a novel False Claims Act suit against Reed Smith client Omnicare, Inc. In its February 2014…more

DOJ, False Claims Act, Omnicare, Prescription Drugs, Qui Tam

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Intra-EU supplies of digital services and VAT – new place of supply rules and VAT Mini One Stop Shop (MOSS)

On 1 January 2015, new rules will take effect to determine where intra-EU supplies of “digital services” to consumers will be deemed to take place for VAT purposes. This is a major change which will affect any person who makes…more

Digital Services, EU, New Regulations, VAT

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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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Financial Services Regulatory Bulletin - December 2014

In this issue: - CFPB Issues Final Rule on Regulation P: Annual Privacy Notices Can Be Delivered By Posting Online - ‘It Takes Hutzpah!’: D.C. Federal Judge Issues Stunning Rebuke of HUD Disparate Impact Rule…more

Annual Notices, CFPB, Debt Collectors, Disability Benefits, Discrimination

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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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Financial Industry Regulatory Update - December 2014

In this issue: - The Financial Services (Banking Reform) Act 2013 - Proprietary Treading And Ring Fencing (EU) - Shadow Banking - Mobile Banking And Payments - Stress Testing And Asset…more

Banking Sector, Capital Requirements, Financial Regulatory Reform, Mobile Apps, Mobile Payments

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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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Pennsylvania Tax Developments - A Reed Smith Quarterly Update: November 2014

This is a brief update on recent Pennsylvania tax developments. Does New Governor Mean More Tax Reform? In the recent gubernatorial election, challenger Tom Wolf (D) defeated incumbent Governor Tom Corbett (R). If…more

Department of Revenue, Freight Forwarding, Gross Receipts Tax, Mining Tax, Offsets

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Under New Law, a Big Win for Small Community Banks

Under a law enacted this month, a small bank exemption to acquisition debt limits will cover a far broader group of banks. The measure, signed into law by President Obama Dec. 18, would extend the applicability of the Federal…more

Banks, Capital Requirements, Community Banks, Debt Ceiling, Federal Reserve

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New Hybrid Pension Plan Guidance

The IRS recently issued new final and proposed regulations that provide welcome guidance to sponsors of hybrid pension plans. Hybrid pension plans, such as cash balance plans and pension equity plans, are defined benefit plans…more

Employee Benefits, Final Rules, Hybrid Plan, IRS, Pensions

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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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CARB’s Invalidation of Offset Credits Highlights Importance of Risk Allocation

On October 8, 2014, the California Air Resources Board (CARB) issued a preliminary determination invalidating more than 230,000 offset credits on grounds that an Arkansas-based chlorofluorocarbons (CFCs) incinerator was not in…more

California Air Resources Board, Cap-and-Trade, CFCs, Contract Drafting, EPA

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New Jersey Requires Encryption for Health Insurance Carriers; May Open Door to Class Action Suits over Violations Under State Consumer Protection Law

Gov. Chris Christie has signed into law S. 562, which, as its title states, “Requires health insurance carriers to encrypt certain information.” Violation of this new law constitutes a facial violation of the New Jersey…more

Chris Christie, Class Action, Consumer Fraud, Encryption, Enforcement

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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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Financial Services Regulatory Bulletin - December 2014

In this issue: - CFPB Issues Final Rule on Regulation P: Annual Privacy Notices Can Be Delivered By Posting Online - ‘It Takes Hutzpah!’: D.C. Federal Judge Issues Stunning Rebuke of HUD Disparate Impact Rule…more

Annual Notices, CFPB, Debt Collectors, Disability Benefits, Discrimination

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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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Downturn in the Oil and Gas Industry: It’s Time to Perfect Your Liens

Joint operations in the oil and gas industry long have been one of the conventional ways to reduce and spread the economic risks associated with exploration, drilling and production of crude oil and natural gas. With the recent…more

Commodities, Energy Exploration, Liens, Natural Gas, Oil & Gas

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SEC Announces 2015 Exam Priorities

The SEC Office of Compliance Inspections and Examinations (“OCIE” or the “Staff”) recently released its 2015 Exam Priorities. OCIE examines all types of SEC registrants, including investment advisers, broker-dealers, investment…more

Broker-Dealer, FINRA, Fixed Income Investments, Investment Adviser, LiquidAlts

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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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Taxing Times for International Shippers Operating in the PRC

1 August 2014 marked the implementation date for the PRC’s new “Provisional Measures on the Collection of Tax on Non-Resident Taxpayers Engaged in International Transportation Business” 2014 No. 37 Notice. This Notice likely…more

China, Corporate Taxes, Cross-Border, Shipping

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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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CFTC Penalizes Energy Company for Failing to Register as a CTA

The Commodity Futures Trading Commission (“CFTC”) recently ordered Summit Energy Services, Inc. (“Summit Energy”) to pay a $140,000 civil penalty to resolve allegations that it violated the Commodity Exchange Act (“CEA”). In the…more

CFTC, Civil Monetary Penalty, Commodities Exchange Act, CTA, Natural Gas

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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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Skits, spoofs and satire – how the parody exception could change advertising

A recently-introduced exception to copyright protection presents a new opportunity for the advertising and creative industries to adapt existing works for comedic effect. From 1 October this year, it became permissible to use…more

Advertising, Copyright, UK

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Turkish Parliament Approves E-Commerce Law

Turkey’s Parliament has approved Law No. 6563 on the Regulation of Electronic Commerce (Law) aimed at creating a more secure, transparent and accessible e-commerce environment. The Law is expected to come into force 1 May 2015…more

E-Commerce, New Legislation, Turkey

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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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Changes to the UKs Client Asset Source Book (CASS) –Harder, Better, Faster, Stronger

The collapse of Lehmans Brothers and MF Global outlined commercial challenges in respect of client assets and client money, including the role of regulated investment firms, the regulator, administrators and external auditors…more

Financial Conduct Authority, Investment Firms, Regulatory Standards, UK

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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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Post-termination restrictions in a nutshell - to what extent will they protect your global business?

United Kingdom - In the UK, a contractual term restricting an employee's activities after termination of employment will be void for being in restraint of trade and contrary to public policy, unless the employer can show…more

Employer Liability Issues, Hiring & Firing, Multinationals, Termination, UK

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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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Reminder - New Pregnancy Discrimination Obligations and Poster for Illinois Employers

As we previously reported, as of January 1, 2015, Illinois employers with 15 or more employees are subject to new amendments to the Illinois Human Rights Act that require employers to reasonably accommodate employees affected by…more

Amended Legislation, Employer Mandates, Posting Requirements, Pregnancy, Pregnancy Discrimination

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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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Pennsylvania Legislature Considers Further Amendments to the Guaranteed Minimum Royalty Act

Pennsylvania’s oil and gas industry has grown tremendously in the past five years and continues to grow. Along with that market growth, Pennsylvania’s oil and gas laws, regulations, and guidance documents have changed…more

Energy, Fracking, New Regulations, Oil & Gas

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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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Indalex: The Pennsylvania Supreme Court Rejects Insurer’s Request for Review

On September 18, 2014, the Pennsylvania Supreme Court rejected the insurer’s attempt to reverse last year’s favorable ruling in Indalex Inc. v. National Union Fire Insurance Co. of Pittsburgh PA, 83 A.3d 418, 421 (Pa. Super. Ct…more

Manufacturers, Negligence, Third-Party Liability

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Cyber coverage: mind the gap

This alert identifies a number of important themes in the growing area of exposure to cyber risks and offers advice on how to negotiate the new array of insurance coverage on the market…more

Commercial General Liability Policies, Corporate Counsel, Cyber Insurance, Cyber Threats, Cybersecurity

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Analysis of HHS OIG Proposed Rule to Amend the Anti-Kickback Safe Harbors, CMP Rules on Beneficiary Inducements & Gainsharing Regulations

On October 3, 2014, the Office of Inspector General (OIG) of the Department of Health and Human Services (HHS) published a major proposed rule that would amend the safe harbors to the Anti-Kickback Statute (AKS) and the Civil…more

Affordable Care Act, Ambulance Providers, Anti-Kickback Statute, CMP Law, Gainsharing

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Termination for convenience clauses revisited. Can they limit potential claims?

The nature of termination for convenience clauses - As mentioned in our alert of last year, click here to read, it is increasingly the case that contracts provide one and, sometimes, both of the parties, with the ability…more

Contract Disputes, Contract Drafting, Termination for Convenience, UK

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Electricity Market Reform update: Renewables Obligation grace periods for solar PV

Last year we published an alert summarising the government’s proposals for the transition from the Renewables Obligation (RO) regime to Contracts for Difference (CfDs). Since then, the UK government department responsible for…more

Climate Change, Electricity, Energy Policy, Renewable Energy, UK

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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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Congress’ Failure to Extend Terrorism Risk Insurance Act Requires Policyholders to Act Diligently Before January 1

With the recent uptick in terrorist activity omnipresent in the news, the need for financial protection against the effects of terrorism is plainly evident. Nevertheless, Congress has now adjourned for the year without making…more

Legislative Agendas, Terrorism Insurance, TRIA

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Drug Disposal Ordinance: Supreme Court Writ Filed

On December 29, 2014, the Pharmaceutical Research and Manufacturers of America (“PhRMA”), the Biotechnology Industry Organization (“BIO”), and the Generic Pharmaceutical Association (“GPhA”) jointly filed a Petition for a Writ…more

Distributors, Dormant Commerce Clause, Petition for Writ of Certiorari, Pharmaceutical, Pharmaceutical Manufacturers

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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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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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California Tax Developments - A Reed Smith Quarterly Update (3rd Quarter 2014)

Case Updates - Court finds ownership of LLC membership interest does not constitute doing business in California On November 14, the Fresno County Superior Court determined that Swart, an Iowa-based corporation with a…more

Attorney's Fees, Documentary Stamp Tax, Doing Business, Election Results, Franchise Tax Board

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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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Conscious Uncoupling: What To Consider Before Dismissing A Senior Executive

While it may be best employment practice to dismiss an employee by identifying a fair reason and following a fair (and sometimes protracted) process, this may not make commercial sense when it comes to terminating a senior…more

C-Suite Executives, Employer Liability Issues, Employment Contract, Hiring & Firing, Risk Assessment

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Commercial Restructuring & Bankruptcy Alert - October 2014

In this issue: - Judge Says That Stockton, California Can Cut Pension Obligations - Third-Party Releases – Better Make Sure They Are Adequately Disclosed - Lawyers Who Sign Proofs of Claims for Clients May…more

Attorney-Client Privilege, Chapter 15, Commercial Bankruptcy, Cross-Border, Default

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Commercial Restructuring & Bankruptcy Alert - October 2014

In this issue: - Judge Says That Stockton, California Can Cut Pension Obligations - Third-Party Releases – Better Make Sure They Are Adequately Disclosed - Lawyers Who Sign Proofs of Claims for Clients May…more

Attorney-Client Privilege, Chapter 15, Commercial Bankruptcy, Cross-Border, Default

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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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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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As the Snowfall Comes to an End, Buffalo, New York Area Businesses Should Seek To Protect Their Insurance Rights

The Buffalo, New York, area has been devastated with record-setting levels of snowfall. In just a few days, the area has received a year’s worth of snow, with more than seven feet in some places. The heavy snow has led to…more

Business Interruption, Flooding, Insurers, Property Damage, Water Damage

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Reed Smith's EME Private Equity Newsletter

In this issue: - Private equity soundbite – Considering growth funding? - Tax update – The evolution of French tax treatment of management packages - Transaction highlights – Recent deals across our…more

France, Private Equity

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Proposed changes to copyright law regarding unpublished works

If you thought that all works by Lord Byron or William Shakespeare would definitely be out of copyright now, you wouldn’t necessarily be right. The general rule of UK copyright law is that copyright in a literary work…more

Copyright, Copyright Infringement, UK

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Termination for convenience clauses revisited. Can they limit potential claims?

The nature of termination for convenience clauses - As mentioned in our alert of last year, click here to read, it is increasingly the case that contracts provide one and, sometimes, both of the parties, with the ability…more

Contract Disputes, Contract Drafting, Termination for Convenience, UK

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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 (3rd Quarter 2014)

Case Updates - Court finds ownership of LLC membership interest does not constitute doing business in California On November 14, the Fresno County Superior Court determined that Swart, an Iowa-based corporation with a…more

Attorney's Fees, Documentary Stamp Tax, Doing Business, Election Results, 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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Life Sciences and Health Care Industries Reap the Benefits of 3-D Printing

The past few years have seen 3-D printing – a process that involves the creation of a three-dimensional object from a pre-conceived design – evolve from a futuristic idea into a multi-billion dollar business, and few industries…more

3-D Printing Technology, Dental Products, Healthcare, Healthcare Professionals, Life Sciences

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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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Pa. Supreme Court Agrees that Policyholders May Assign Their Bad Faith Claims

This week, in a 5-1 decision resolving a certified question from the U.S. Court of Appeals for the Third Circuit, the Pennsylvania Supreme Court held that a policyholder or insured is permitted to settle the claims against it by…more

Allstate, Assignments, Bad Faith, Car Accident, Public Policy

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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 2015

On January 15, 2015, 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, Premerger Notifications

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California Employers Face Increased Liability When Using Staffing Agencies

A California state law that became effective January 1, 2015, substantially undermines the business decision to utilize temporary workers. A significant number of California employers who use temporary workers must now share…more

Employer Liability Issues, New Legislation, Notice Requirements, OSHA, Staffing Agencies

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N.Y. AG Seeks To Have the 'Strongest, Most Comprehensive' Data Security Law in Nation

Last week, New York Attorney General Eric Schneiderman announced that he would propose a new data security law in his state that would require companies to take increased safeguards for the protection of personal information…more

Data Security Act, Personally Identifiable Information, Popular, Proposed Legislation

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Emergency Response II: Press Reports and False Markets

Introduction - On 10 December 2014 a report was published relating to the mishandling of the UK Financial Conduct Authority’s (FCA) announcement of its thematic review into certain insurance business. The mishandling…more

Emergency Management Plans, Emergency Response, Financial Conduct Authority, Insurers, UK

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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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New Year, New Rules, New Union-Avoidance Strategies

The National Labor Relations Board topped off 2014 with several jabs to employers, including its recent decision in Purple Communications, where the Board held that employees have a presumptive right to use email for…more

Ambush Election Rules, Email, Employer Liability Issues, FLSA, NLRB

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Pennsylvania Tax Developments - A Reed Smith Quarterly Update: November 2014

This is a brief update on recent Pennsylvania tax developments. Does New Governor Mean More Tax Reform? In the recent gubernatorial election, challenger Tom Wolf (D) defeated incumbent Governor Tom Corbett (R). If…more

Department of Revenue, Freight Forwarding, Gross Receipts Tax, Mining Tax, Offsets

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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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2015 CFTC Regulatory Agenda

As 2015 is now underway, we wanted to highlight some of the potential regulatory developments from the CFTC that may arise in the new year. Overall we expect 2015 to be a year of continued CFTC implementation of the…more

Block Trades, CFTC, Mandatory Clearing Requirements, Regulatory Agenda, Swaps

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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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Time to File Proof of Claim with Lumbermens in Liquidation

November 10, 2014, is the deadline for filing proof of claims with the Office of the Special Deputy Receiver in Illinois regarding the estates of Lumbermens Mutual Casualty Company, American Manufacturers Mutual Insurance…more

Commercial Bankruptcy, Filing Deadlines, Insurers, Lumbermens Insurance, Proof of Claims

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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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U.S. Supreme Court Upholds Fourth Circuit Victory for Omnicare, Inc. in High-profile, Precedent-setting False Claims Act Case

On October 6, 2014, the U.S. Supreme Court denied review of a groundbreaking Fourth Circuit decision affirming the dismissal of a novel False Claims Act suit against Reed Smith client Omnicare, Inc. In its February 2014…more

DOJ, False Claims Act, Omnicare, Prescription Drugs, Qui Tam

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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 2015

On January 15, 2015, 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, Premerger Notifications

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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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Expo 2020 - part 5: Managing and resolving construction disputes

Introduction - Since Dubai’s successful 2020 Expo bid, development of new and re-invigorated construction projects has increased significantly. Tenders and new contracts are once more being awarded for a wide range of…more

Arbitration, Construction Disputes, Construction Industry, Construction Project, UAE

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The New Private Copying Exception: The UK Music Industry Wants to be Paid for It

Three UK music industry organisations, the Musician’s Union, the British Academy of Songwriters, Composers and Authors, and UK Music, have recently launched a legal action seeking leave to apply for judicial review of the UK’s…more

Copyright, Copyright Infringement, Music, Music Industry, UK

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Analysis of HHS OIG Proposed Rule to Amend the Anti-Kickback Safe Harbors, CMP Rules on Beneficiary Inducements & Gainsharing Regulations

On October 3, 2014, the Office of Inspector General (OIG) of the Department of Health and Human Services (HHS) published a major proposed rule that would amend the safe harbors to the Anti-Kickback Statute (AKS) and the Civil…more

Affordable Care Act, Ambulance Providers, Anti-Kickback Statute, CMP Law, Gainsharing

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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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Pa. Supreme Court Agrees that Policyholders May Assign Their Bad Faith Claims

This week, in a 5-1 decision resolving a certified question from the U.S. Court of Appeals for the Third Circuit, the Pennsylvania Supreme Court held that a policyholder or insured is permitted to settle the claims against it by…more

Allstate, Assignments, Bad Faith, Car Accident, Public Policy

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