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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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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EU clarifies Russian sanctions

This alert follows our previous alerts on the Russia/Ukraine sanctions. On 5 December 2014, the European Commission published Regulation 1290/2014 (the Amending Regulation) with effect from 6 December 2014. This further…more

EU, Russia, 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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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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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 - 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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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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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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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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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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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 - 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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Cook County Ordered to Start Processing Use Tax Refund Claims By September 24, 2014

On September 17, 2014, the Circuit Court of Cook County entered summary judgment in favor of the Chicagoland Chamber of Commerce, represented by Reed Smith LLP (“Reed Smith”), on the remaining count of their Complaint…more

Chamber of Commerce, Sales & Use Tax, State Taxes, Tax Refunds

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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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Microsoft loses third round of battle against extra-territorial warrants

On 31 July, the chief judge of the Southern District of New York delivered the latest in a series of controversial judgments stemming from a test case brought by Microsoft in an extra-territorial warrant issued under the U.S…more

Appeals, Apple, AT&T, Cisco, Data Centers

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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

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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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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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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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

See All Updates »

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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Microsoft loses third round of battle against extra-territorial warrants

On 31 July, the chief judge of the Southern District of New York delivered the latest in a series of controversial judgments stemming from a test case brought by Microsoft in an extra-territorial warrant issued under the U.S…more

Appeals, Apple, AT&T, Cisco, Data Centers

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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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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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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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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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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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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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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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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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Counties Seek To Implement Drug Disposal Ordinances

The Northern California County of Alameda has apparently begun to seek payment from select pharmaceutical manufacturers pursuant to the Alameda County Safe Drug Disposal Ordinance (Alameda County Code Chapter 6.53, §§…more

Pharmaceutical, Pharmaceutical Manufacturers, Prescription Drugs, Safe Drug Disposal

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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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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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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, Sharehol