Skadden, Arps, Slate, Meagher & Flom LLP

"Hong Kong Takeovers Panel Invalidates Whitewash Waiver Granted to Alibaba"

The recent decision of the Hong Kong Takeovers and Mergers Panel (the Panel) in relation to Alibaba Health Information Technology Limited (formerly CITIC 21CN Company Limited (21CN)) has reemphasized the fundamental importance…more

Acquisitions, Hong Kong, Hong Kong Securities and Futures Commission (HKSFC), Hong Kong Stock Exchange, Majority Shareholders

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2015 SEC Filing Deadlines for Companies With December 31, 2014 Fiscal Year End

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2015. Companies also should be mindful of the 2015 financial statement "staleness" dates (when financial statements…more

Compliance, Deadlines, Filing Requirements, SEC

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"US Tax Court Issues Key Section 199 Decision for Contract Manufacturing Arrangements"

In a case of first impression, the United States Tax Court has applied the Section 199 domestic production rules in a contract manufacturing context. In Advo, Inc. & Subsidiaries v. Commissioner, the court rejected the view…more

Manufacturers, Section 199

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The Class Action Chronicle - Summer 2015

In This Issue: - The Fairness in Class Action Litigation Act of 2015 - Class Certification Decisions: ..Decisions Granting Motions to Strike/Dismiss Class Claims ..Decisions Denying Motions to…more

Breach of Contract, CAFA, Chamber of Commerce, Class Action, Class Certification

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"Important FIRPTA and REIT Reforms Enacted"

The newly signed Protecting Americans from Tax Hikes Act of 2015 (the Act) includes several reforms to the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) and the taxation of real estate investment trusts (REITs)…more

FIRPTA, Foreign Investment, Pension Funds, Protecting Americans from Tax Hikes (PATH) Act, REIT

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"Revised HSR Thresholds Announced"

On January 19, 2017, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino…more

Acquisitions, Board of Directors, Corporate Officers, DOJ, FTC

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"IRS Offers Limited Safe Harbors for Recapitalizations Before Spin-Offs"

On July 15, 2016, the Internal Revenue Service (IRS) released a new revenue procedure, Rev. Proc. 2016-40, providing safe harbors for transactions in which a corporation (Distributing) obtains the requisite control of a…more

Acquisitions, Board of Directors, Capital Structures, Controlled Transactions, IRS

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"First Circuit Holds That a Private Equity Fund May be Liable for Portfolio Company Pension Obligations"

On July 24, 2013, the U.S. Court of Appeals for the First Circuit held that a private equity fund sponsored by Sun Capital Advisors constituted a “trade or business” for purposes of ERISA multiemployer pension withdrawal…more

Controlled Groups, ERISA, Multi-Employer Pensions, Pensions, Private Equity

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"Business Tax Reform All but Certain in US, Europe"

United States - The prospects for business tax reform in the United States were greatly enhanced by the 2016 election results. Reform under Republicans, who control both the White House and Congress, could dramatically…more

Anti Tax Avoidance Directive (ATAD), BEPS, Business Taxes, Corporate Taxes, Cross-Border Transactions

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"Recent Case Highlights Opportunity for Distressed Exploration and Production Companies"

On March 8, 2016, a bankruptcy court in the Southern District of New York issued a much-anticipated decision, In re Sabine Oil & Gas Corporation, that will undoubtedly influence the reorganization strategies of certain…more

Bankruptcy Court, Commercial Bankruptcy, Covenants that Run With the Land, Debtors, Exploration and Production Sharing Contract

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"Directors Must Navigate Challenges of Shareholder-Centric Paradigm"

The corporate governance landscape has become more complicated, making it more difficult for directors to manage the often inconsistent demands of multiple constituencies while pursuing the fundamental fiduciary obligation to…more

Acquisitions, Board of Directors, CEOs, Clawbacks, Corporate Executives

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"Brazil: Recent Corruption Scandals Offer First Test of Brazilian Anti-Corruption Act"

As in China, in 2014, authorities in Brazil significantly increased investigations and enforcement actions. Brazilian headlines recently have been dominated by the corruption scandal involving Petrobras (Brazil’s state-run,…more

Anti-Corruption, Brazil, Energy Sector, Enforcement Actions, Government Investigations

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"DOJ Continues Streak of Successful Merger Challenges With Blocked Aetna-Humana, Anthem-Cigna Deals"

In a continuation of recent Department of Justice (DOJ) successes challenging mergers, the U.S. District Court for the District of Columbia recently enjoined two more proposed mergers brought and litigated under the Obama…more

Acquisitions, Aetna, Affordable Care Act, Anthem Insurance, Anti-Competitive

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"Key Takeaways: Corporate Governance Series — Key SEC Financial Reporting, Accounting and Enforcement Matters"

On February 2, 2017, Skadden hosted a webinar titled “Key SEC Financial Reporting, Accounting and Enforcement Matters,” the third installment of our four-part Corporate Governance Series focused on trends in corporate…more

Attorney-Client Privilege, Auditors, Corporate Governance, Dodd-Frank, Enforcement Actions

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"Cutting-Edge Analysis Can Help Companies Leverage Patent Opportunities, Avoid Risks"

There is no shortage of new developments involving patents these days — from legislative initiatives in Congress to a host of recent U.S. Supreme Court decisions — and making sense of these changes and their impact on patent…more

Analytics, Business Opportunities, Patent Infringement, Patent Portfolios, Patents

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"Avoiding an ISS Negative Recommendation: Considerations for Companies Seeking Shareholder Approval of Equity Incentive Plan Proposals"

As the 2017 proxy season approaches, companies may be preparing to solicit shareholder approval for a new, or an amendment to an existing, equity incentive plan. In doing so, companies should keep in mind the positions of proxy…more

CEOs, Clawbacks, Equity Compensation, Equity Plan Scorecard (EPSC), Equity Plans

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"Fee-Shifting Bylaws: The Current State of Play"

As previously reported, on May 8, 2014, the Delaware Supreme Court issued an opinion in ATP Tour, Inc. v. Deutscher Tennis Bund (German Tennis Federation), No. 534,2013 (Del. May 8, 2014), holding that fee-shifting provisions…more

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"The Newfound Attractiveness of European M&A"

In 2014, Europe registered its highest levels of M&A deal activity since the financial crisis. Compared to 2013, overall European M&A activity climbed 40.5 percent to $901.4 billion (the highest value since 2008). Inbound M&A,…more

Corporate Sales Transactions, EU, Foreign Investment, Merger Agreements

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"2015-16 Supreme Court Update"

In its current term, the U.S. Supreme Court is once again poised to address a range of disputes relevant to businesses. These include significant constitutional issues, class action practice and other procedural matters, and…more

Affirmative Action, Class Action, Class Certification, Corporate Counsel, Extraterritoriality Rules

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"The E-Discovery Digest - October 2016"

The fifth edition of The E-Discovery Digest focuses on recent decisions addressing the scope and application of the attorney client privilege and work-product doctrine, spoliation, and discovery responses. Please see full…more

Adverse Inference Instructions, Attorney-Client Privilege, Discovery, Discovery Disputes, Document Destruction

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"Skadden Energy Law Handbook: Fourth Edition (November 2016)"

Skadden’s Energy Regulation and Litigation Group is pleased to provide the fourth edition of the Skadden Energy Law Handbook, which includes a summary of recent developments. The handbook contains 16 chapters covering a broad…more

Affiliates, Antitrust Provisions, Audits, CFTC, Civil Monetary Penalty

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"Skadden Energy Law Handbook: Fourth Edition (November 2016)"

Skadden’s Energy Regulation and Litigation Group is pleased to provide the fourth edition of the Skadden Energy Law Handbook, which includes a summary of recent developments. The handbook contains 16 chapters covering a broad…more

Affiliates, Antitrust Provisions, Audits, CFTC, Civil Monetary Penalty

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"The Uncertain Future of the Consumer Financial Protection Bureau"

Since its inception in July 2011, the Consumer Financial Protection Bureau (CFPB) has sought to prove itself as a powerful regulator through significant enforcement actions and settlements. In 2016, the CFPB continued to…more

CFPB, Constitutional Challenges, Dodd-Frank, Enforcement Actions, PHH Corp. v CFPB

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"IRS Issues Alert on Phishing Scheme to Obtain Payroll Data"

The Internal Revenue Service (IRS) recently issued an alert regarding a phishing email scheme in which cybercriminals pose as governmental officials or company executives and request employee payroll and tax data, including W-2s…more

Corporate Executives, Cyber Crimes, Email, Government Officials, IRS

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"New French Anti-Corruption Legal Framework"

A new French law titled “Transparency, the Fight Against Corruption and Modernization of the Economy,” which was published in the French Official Journal on December 10, 2016 (known as Sapin II, as it was named after the French…more

Anti-Corruption, Bribery, Code of Conduct, Compliance, Data Protection Authority

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The E-Discovery Digest - February 2016

This is the third edition of The E-Discovery Digest, a periodic publication on notable decisions relating to key discovery topics. It is designed to keep clients up to date on the evolving state of the law regarding discovery…more

Adverse Inference Instructions, Attorney-Client Privilege, Bad Faith, Cost-Shifting, Disclosure

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"Big Data Enters the Agenda of EU Antitrust Authorities"

On May 10, 2016, the French Competition Authority and German Federal Cartel Office published “Competition Law and Data,” a joint report on big data and its implications for competition law. The paper identifies issues that…more

Acquisitions, Antitrust Investigations, Big Data, Competition Authorities, EU

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"Recent Case Highlights Opportunity for Distressed Exploration and Production Companies"

On March 8, 2016, a bankruptcy court in the Southern District of New York issued a much-anticipated decision, In re Sabine Oil & Gas Corporation, that will undoubtedly influence the reorganization strategies of certain…more

Bankruptcy Court, Commercial Bankruptcy, Covenants that Run With the Land, Debtors, Exploration and Production Sharing Contract

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"CFIUS and Foreign Investment Reviews in 2017 and Beyond"

President Donald Trump has made foreign trade and foreign competition main areas of focus early in his presidency. The new administration’s appointments reinforce expectations of a multipronged approach to foreign investment and…more

Acquisitions, Administrative Appointments, CFIUS, Corporate Counsel, Foreign Investment

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"PEMEX and US Enforcement of Foreign Arbitration Awards Nullified in Their 'Home' Courts"

One of the benefits of using arbitration to resolve international disputes is the availability of worldwide mechanisms to enforce an arbitral award. For example, the 1958 New York Convention on the Recognition and Enforcement of…more

Arbitration, Arbitration Awards, Court Nullification, Foreign Investment, International Arbitration

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The Class Action Chronicle - Summer 2015

In This Issue: - The Fairness in Class Action Litigation Act of 2015 - Class Certification Decisions: ..Decisions Granting Motions to Strike/Dismiss Class Claims ..Decisions Denying Motions to…more

Breach of Contract, CAFA, Chamber of Commerce, Class Action, Class Certification

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"Mass Tort and Consumer Class Action Outlook: Opportunities and Challenges"

In 2016, the U.S. Supreme Court is expected to hand down several decisions addressing overbroad or “no-injury” class actions, and a number of important issues are percolating in the lower courts as well. Below are some issues…more

Article III, Ascertainable Class, Class Action, Class Certification, Corporate Counsel

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"Revised HSR Thresholds Announced"

On January 19, 2017, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino…more

Acquisitions, Board of Directors, Corporate Officers, DOJ, FTC

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"Republicans Chart New Course for US Health Care System"

While President Donald Trump made repeal of the Affordable Care Act (ACA) a centerpiece of his 2016 presidential campaign, he offered few details about how he would replace it or address other health care issues. More recently,…more

Administrative Appointments, Affordable Care Act, CMS, Drug Pricing, Fraud Abuse and Waste

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"Avoiding an ISS Negative Recommendation: Considerations for Companies Seeking Shareholder Approval of Equity Incentive Plan Proposals"

As the 2017 proxy season approaches, companies may be preparing to solicit shareholder approval for a new, or an amendment to an existing, equity incentive plan. In doing so, companies should keep in mind the positions of proxy…more

CEOs, Clawbacks, Equity Compensation, Equity Plan Scorecard (EPSC), Equity Plans

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"UK Prime Minister Outlines Objectives for Exiting the EU"

On January 17, 2017, UK Prime Minister Theresa May delivered a speech in London outlining the government’s objectives for exiting the European Union (EU). She set out a “Plan for Britain”, including 12 priorities for the…more

Customs Unions, EU, EU Single Market, Exit Strategies, Free Movement

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The Class Action Chronicle - Summer 2015

In This Issue: - The Fairness in Class Action Litigation Act of 2015 - Class Certification Decisions: ..Decisions Granting Motions to Strike/Dismiss Class Claims ..Decisions Denying Motions to…more

Breach of Contract, CAFA, Chamber of Commerce, Class Action, Class Certification

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"The E-Discovery Digest - October 2016"

The fifth edition of The E-Discovery Digest focuses on recent decisions addressing the scope and application of the attorney client privilege and work-product doctrine, spoliation, and discovery responses. Please see full…more

Adverse Inference Instructions, Attorney-Client Privilege, Discovery, Discovery Disputes, Document Destruction

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"2016-17 Supreme Court Update"

In a season of political surprises, the eight-member U.S. Supreme Court has stirred no controversy with its decisions so far this term. The handful of opinions the Court released in the fall were unanimous and, for the most…more

Agency Deference, Apple v Samsung, Article of Manufacture, Bank Fraud, Banks

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"Privacy & Cybersecurity Update - September 2016"

In this edition of our Privacy & Cybersecurity Update, we examine the Sixth Circuit's decision to allow injury-in-fact to be established by alleging a "substantial risk of harm" in a data breach case, New York state's proposed…more

Article III, CFTC, Class Action, Commodities, Corporate Counsel

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"Regional Focus: Asia"

A number of economic and political factors, both domestic and international, influenced M&A and capital markets activity worldwide in 2016. Skadden attorneys Christopher W. Betts, Will H. Cai, Z. Julie Gao, Bradley A. Klein,…more

Acquisitions, Anti-Corruption, Asia, Bank of Japan, Bilateral Investment Treaties

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"Regional Focus: Europe"

Skadden attorneys James A. McDonald, Elizabeth Robertson and Robert W. Stirling in London; Pascal Bine and Olivier Diaz in Paris; and Matthias Horbach and Stephan Hutter in Frankfurt provide insights on the developments…more

Acquisitions, BRRD, Capital Markets, China, Cross-Border Transactions

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"IRS Guidance Clarifies 'Begun Construction' Standard for Renewable Electricity Production Credit Property"

The Internal Revenue Service (IRS) has released welcome new guidance with respect to renewable electricity production and energy investment tax credits. A notice issued on May 5, 2016, reflects changes to the production tax…more

Begun Construction Test, Investment Tax Credits, IRS, Production Tax Credit, Protecting Americans from Tax Hikes (PATH) Act

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"Aggressive SEC Enforcement Approach Creates New Challenges for Resolving Investigations"

The U.S. Securities and Exchange Commission (SEC) pursued aggressive enforcement of the securities laws in the past year. Several trends related to the SEC's vigorous approach are likely to continue in 2015…more

Administrative Hearings, Dodd-Frank, Personal Liability, Popular, SEC

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"President Trump Issues Executive Order Requiring Ethics Pledge"

On January 28, 2017, President Donald Trump signed an executive order titled “Ethics Commitments by Executive Branch Appointees” (the Order). This Order requires every full-time political appointee to sign an Ethics Pledge (the…more

Barack Obama, Conflicts of Interest, Ethics, Executive Appointments, Executive Branch

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"Significant Changes Likely for US Trade Policy and Enforcement"

U.S. international trade policy and enforcement were centerpieces of President Donald Trump’s campaign and are likely to feature prominently in the new administration’s agenda in the months ahead. The Trump administration has…more

Anti-Dumping Duty, Border Tax, China, Countervailing Duties, Exports

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New York Court of Appeals Finds 'Repeated, Deliberate Use' of Correspondent Account Sufficient to Establish Personal Jurisdiction Over Non-U.S. Bank

In a decision that has implications for non-U.S. financial institutions with correspondent accounts in New York, a closely divided New York Court of Appeals held on November 22, 2016, that the “[r]epeated, deliberate use [of a…more

Appeals, Bribery, Foreign Banks, International Litigation, Kickbacks

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Insights: The Delaware Edition - May 2016

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including the Court of Chancery’s clarification of its evolving views about disclosure-based deal litigation settlements;…more

Acquisitions, Aiding and Abetting, Board of Directors, Books & Records, Buyouts

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"SEC Judge Issues Initial Decision Regarding Chinese Affiliates of the Big Four Accounting Firms"

On January 22, 2014, U.S. Securities and Exchange Commission Administrative Law Judge Cameron Elliot (the ALJ) issued an initial decision censuring the Chinese accounting firms affiliated with Ernst & Young LLP, KPMG LLP…more

Auditors, Audits, China, CSRC, Deloitte

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"Future of Sanctions on Iran, Russia and Cuba Uncertain Under Trump"

Throughout the eight years of the Obama administration, the development and implementation of economic sanctions was a key element of U.S. foreign and national security policy. This strategy continued into the post-election…more

Barack Obama, Cuba, Economic Sanctions, Embargo, Foreign Policy

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"Challenging the IRS Anti-Inversion Notice: A Hollow Threat"

On September 22, 2014, Treasury and the IRS issued Notice 2014-52, 2014-42 I.R.B. 712 (the Notice), announcing their intention to issue regulations aimed at blunting certain of the benefits from so-called inversion transactions…more

Administrative Procedure Act, Anti-Injunction Act, Declaratory Judgment Act, Internal Revenue Code (IRC), Inversion

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"SEC Acting Chairman Directs Reconsideration of Conflict Minerals Rule"

The acting chairman of the U.S. Securities and Exchange Commission (SEC), Michael S. Piwowar, recently released two public statements concerning the conflict minerals rule applicable to companies that file Exchange Act reports…more

Conflict Mineral Rules, Disclosure Requirements, Due Diligence, Publicly-Traded Companies, SEC

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"Republicans Chart New Course for US Health Care System"

While President Donald Trump made repeal of the Affordable Care Act (ACA) a centerpiece of his 2016 presidential campaign, he offered few details about how he would replace it or address other health care issues. More recently,…more

Administrative Appointments, Affordable Care Act, CMS, Drug Pricing, Fraud Abuse and Waste

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The New EU Market Abuse Regulation: Impact on US Issuers

The rules under the new EU Market Abuse Regulation are in many ways similar to those under the now-repealed Market Abuse Directive. But U.S. issuers that have applied to have securities admitted to trading on EU regulated…more

Disclosure Requirements, EU Market Abuse Regulation (EU MAR), European Securities and Markets Authority (ESMA), Foreign Issuers, Foreign Private Issuers

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"Mexican Energy Sector Restructuring: New Opportunities for Renewables"

The ongoing effort to restructure the power sector in Mexico, together with Mexico’s strong policy on combating climate change, have created compelling opportunities for investors in renewable energy projects that likely will…more

Auction, Competitive Bidding, Electricity, Energy Sector, Foreign Investment

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"New Regulations Address Outbound Transfers and Transfer Pricing"

On September 14, 2015, the Internal Revenue Service (the IRS) and Treasury Department proposed new regulations addressing the tax treatment under Section 367 of the Internal Revenue Code (the Code) of certain transfers by U.S…more

Aggregation Rules, Arms Length Transactions, Controlled Transactions, Covenant of Good Faith and Fair Dealing, Foreign Corporations

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"SEC Acting Chairman Directs Reconsideration of Conflict Minerals Rule"

The acting chairman of the U.S. Securities and Exchange Commission (SEC), Michael S. Piwowar, recently released two public statements concerning the conflict minerals rule applicable to companies that file Exchange Act reports…more

Conflict Mineral Rules, Disclosure Requirements, Due Diligence, Publicly-Traded Companies, SEC

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"Supreme Court Confers Broader District Court Discretion in Determining Enhanced Damages"

In a unanimous decision issued on June 13, 2016, the U.S. Supreme Court, in Halo Electronics, Inc. v. Pulse Electronics, Inc., relaxed the standard for awards of enhanced damages under 35 U.S.C. § 284. In so ruling, the Court…more

35 U.S.C. § 284, Abuse of Discretion, Enhanced Damages, Halo v Pulse, Highmark

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"New IRS Tax Accounting Rule to Benefit M&A"

The IRS recently adopted a taxpayer-favorable new tax rule that alleviates one of the more significant tax risks that often complicates M&A. Historically, if a target company had been reporting something incorrectly on its tax…more

Acquisitions, Corporate Taxes, IRS, Mergers

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"The Future of Government Regulation, Enforcement of Off-Label Promotion"

Three years ago, in United States v. Caronia, the U.S. Court of Appeals for the Second Circuit held that the Federal Food, Drug and Cosmetic Act (FDCA) neither prohibits nor criminalizes truthful, nonmisleading speech that may…more

Advertising, Amarin, Caronia, Commercial Speech, Corporate Counsel

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"Limited English Proficiency: An Emerging Compliance Risk"

How consumer financial services providers can meet the needs of a growing population of "limited English proficiency" (LEP) consumers without running afoul of laws prohibiting deceptive practices and discrimination has emerged…more

CFPB, Consumer Financial Products, English-Only Rules, Fair Lending, Financial Services Industry

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"Recent Opinions Highlight Different Appraisal Valuation Methods Employed in Merger Transactions by Delaware Courts"

There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price minus…more

Acquisitions, Appraisal, Appraisal Rights, Closely Held Businesses, Controlling Stockholders

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"Plaintiffs Facing Headwinds in Pending Mutual Fund Fee Litigation"

With the first-filed cases at or near completion, the results are not looking good for the plaintiffs in the latest wave of mutual fund fee litigation. Defendants prevailed after trial in one of those cases and achieved partial…more

Board of Directors, Excessive Fees, Investment Adviser, Investment Company Act of 1940, Investment Management

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"Proposed Treasury Regulations Raise New Hurdles for Tax-Free Spin-Offs"

On July 14, 2016, the Internal Revenue Service (IRS) and Treasury Department proposed new Treasury regulations that, if finalized, would generally become effective for distributions under Section 355 of the Internal Revenue Code…more

Business Assets, IRS, Parent Corporation, Shareholder Distributions, Stocks

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"SEC Adopts Liquidity Risk Management Rules for Mutual Funds and Exchange-Traded Funds"

On October 13, 2016, the SEC voted to adopt new and amended rules and forms intended to enhance and standardize liquidity risk management by mutual funds and exchange-traded funds, which will likely have a broad impact on…more

Disclosure Requirements, ETFs, Liquidity Risk Management Rule, Mutual Funds, Reporting Requirements

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"Skadden Energy Law Handbook: Fourth Edition (November 2016)"

Skadden’s Energy Regulation and Litigation Group is pleased to provide the fourth edition of the Skadden Energy Law Handbook, which includes a summary of recent developments. The handbook contains 16 chapters covering a broad…more

Affiliates, Antitrust Provisions, Audits, CFTC, Civil Monetary Penalty

See All Updates »

Single-Investor Products Assume Leading Role in Private Equity Capital Raising

Since 2010, asset managers using private, single-investor structures have raised around $128 billion, according to Bain & Co.’s Global Private Equity Report 2015. This figure rivals — and for some asset managers, may exceed —…more

Asset Management, Capital Raising, Hedge Funds, Investment Funds, Investment Management

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"New Listing Rules for Premium-Listed UK Companies: The Fine Line Between Upholding Majority Rule and Protecting Minority Rights"

The protection of minority shareholders in companies with a premium listing on the London Stock Exchange came to the fore in the United Kingdom following the 2012 and 2013 publication of consultation papers on the effectiveness…more

Financial Conduct Authority (FCA), Listing Standards, London Stock Exchange, Minority Shareholders, Shareholder Rights

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"Regional Focus: Asia"

A number of economic and political factors, both domestic and international, influenced M&A and capital markets activity worldwide in 2016. Skadden attorneys Christopher W. Betts, Will H. Cai, Z. Julie Gao, Bradley A. Klein,…more

Acquisitions, Anti-Corruption, Asia, Bank of Japan, Bilateral Investment Treaties

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'Ostrich' Theory Enforces Ill-Defined Duty to Investigate Clients' Conduct

In recent years, the application of a “conscious avoidance” or “willful blindness” theory as the basis of attorneys’ liability for clients’ criminal conduct has been on the rise. In principle, this standard — commonly referred…more

Actual or Constructive Knowledge, Attorney Misconduct, Corporate Counsel, Criminal Liability, Criminal Prosecution

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"IRS Offers Limited Safe Harbors for Recapitalizations Before Spin-Offs"

On July 15, 2016, the Internal Revenue Service (IRS) released a new revenue procedure, Rev. Proc. 2016-40, providing safe harbors for transactions in which a corporation (Distributing) obtains the requisite control of a…more

Acquisitions, Board of Directors, Capital Structures, Controlled Transactions, IRS

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"Proposed Treasury Regulations Dramatically Alter Existing Debt/Equity Law"

On April 4, 2016, the Internal Revenue Service (IRS) and Treasury Department proposed new Treasury regulations that, if finalized, would become retroactively effective to April 4, 2016, and dramatically alter the tax landscape…more

Corporate Structures, Debt, Equity Transactions, IRS, Proposed Regulation

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"The E-Discovery Digest - October 2016"

The fifth edition of The E-Discovery Digest focuses on recent decisions addressing the scope and application of the attorney client privilege and work-product doctrine, spoliation, and discovery responses. Please see full…more

Adverse Inference Instructions, Attorney-Client Privilege, Discovery, Discovery Disputes, Document Destruction

See All Updates »

"Privacy & Cybersecurity Update - January 2017"

In this edition of our Privacy & Cybersecurity Update, we discuss how the prospect of a new chair and three new commissioners at the FTC may impact the agency's approach to cybersecurity regulation, a new Massachusetts decision…more

Administrative Appointments, Breach Notification Rule, Cyber Insurance, Cybersecurity, Cybersecurity Framework

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"Potential Regulatory and Litigation Risks Relating to Recent Fixed-Income Market Concerns"

Recent events relating to the fixed-income markets — including volatility in the high-yield markets and the high-profile closings of a number of funds invested in high-yield and distressed assets — have raised concerns among…more

Distressed Assets, ETFs, Fixed Income Investments, High-Yield Markets, Portfolio Managers

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"The Fracturing of Global FRAND Patent Licensing"

Standard essential patent (SEP) owners have long licensed their patent portfolios, including both SEPs and non-SEPs, on a global basis. But recent divergence, including in China and other jurisdictions, regarding what royalty…more

China, FRAND, IEEE, IP License, Patents

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"Insights Conversations: International Renewable Energy Projects"

The renewable energy sector, particularly wind and solar, has seen rapid expansion globally among both developed and developing countries. Skadden attorneys Paul Kraske, Jorge Kamine, Aryan Moniri and Leah Chacon discuss current…more

Africa, Asia, Foreign Investment, Latin America, Middle East

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"Key Takeaways: Changes Will Impact Investment in US Real Estate"

On May 4, 2016, Skadden presented the seminar “How FIRPTA and REIT Changes Will Impact Investment in US Real Estate.” Congressman Joseph Crowley, D-N.Y., gave the introductory remarks, and panelists included Jeffrey DeBoer,…more

FIRPTA, Foreign Investment, Pension Funds, Protecting Americans from Tax Hikes (PATH) Act, Real Estate Investments

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Challenging Arbitrators for Alleged 'Conflict of Interest' in US-Based International Arbitrations

A number of significant international arbitrations, particularly involving claims by investors against sovereign states, are venued in Washington, D.C. A September 30, 2016, decision by the U.S. District Court for the District…more

Arbitration Awards, Arbitrators, Argentina, Bilateral Investment Treaties, Conflicts of Interest

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"The E-Discovery Digest - October 2016"

The fifth edition of The E-Discovery Digest focuses on recent decisions addressing the scope and application of the attorney client privilege and work-product doctrine, spoliation, and discovery responses. Please see full…more

Adverse Inference Instructions, Attorney-Client Privilege, Discovery, Discovery Disputes, Document Destruction

See All Updates »

"Oil and Gas Industry Seeks Steady Ground Following Year of Restructurings, Restrictive Lending"

Crude oil and natural gas prices reached multiyear lows of approximately $26 per barrel for crude oil (as of January 2016) and $1.50 per million British thermal units (mmbtu) for natural gas (as of March 2016). This represented…more

Acquisitions, Borrowers, Commercial Bankruptcy, Corporate Restructuring, Energy Contracts

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"Avoiding an ISS Negative Recommendation: Considerations for Companies Seeking Shareholder Approval of Equity Incentive Plan Proposals"

As the 2017 proxy season approaches, companies may be preparing to solicit shareholder approval for a new, or an amendment to an existing, equity incentive plan. In doing so, companies should keep in mind the positions of proxy…more

CEOs, Clawbacks, Equity Compensation, Equity Plan Scorecard (EPSC), Equity Plans

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"Broker-Dealer M&A Transactions: Toward a More Accommodating Regulatory Process"

M&A transactions involving regulated broker-dealers often require Financial Industry Regulatory Authority (FINRA) approval under NASD Rule 1017. Such approval is required for any direct or indirect acquisition by a broker-dealer…more

Broker-Dealer, Change in Control, Change in Ownership, FINRA, Material Change Doctrine

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"FINRA Provides Guidance on Effective Supervision and Control Practices for Firms Engaging in Algorithmic Trading Strategies"

The Financial Industry Regulatory Authority (“FINRA”) issued a regulatory notice (the “Notice”) in March 2015 that provides guidance on effective supervision and control practices for firms engaging in algorithmic trading…more

Algorithmic Trading, FINRA, Market Access Rule, Regulation SCI, Regulation SHO

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"The Trump Impact: Key Issues in Financial Services Reform for 2017"

The Trump administration has provided few specifics regarding its plans for financial regulatory reform. But Republican control of the executive and legislative branches of the federal government should create a favorable…more