Skadden, Arps, Slate, Meagher & Flom LLP

"Recent Shareholder Activism in Asia Could Signal Changing Attitudes"

Levels of shareholder activism are reaching record highs in the United States, and such activity has become increasingly prevalent in Europe. But with the exception of Japan, Asia often is seen as a relative backwater in this…more

Asia, Controlling Stockholders, Corporate Governance, Hong Kong, Hyundai

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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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"FCA Listing Rule Changes Applicable to Premium Listed Companies"

On 2 October 2012, the Financial Conduct Authority (FCA) published a wide-ranging consultation paper (CP12/25) on the effectiveness of the listing regime which proposed a number of changes to the Listing Rules, including in…more

Board of Directors, Controlling Stockholders, Corporate Governance, Financial Conduct Authority (FCA), Financial Regulatory Reform

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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 21, 2016, 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

DOJ, FTC, Hart-Scott-Rodino Act, Mergers, The Clayton Act

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"Shareholder Activism in the US Banking Industry"

Although the 2012 and 2013 proxy seasons saw increased (and highly publicized) shareholder activism across a range of industries, that trend has not yet made its way to the U.S. banking industry. Over the last two proxy seasons,…more

Executive Compensation, ISS, Say-on-Pay, Shareholder Activism, Shareholder Litigation

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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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Insights: The Delaware Edition - October 2015

We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A With…more

Aiding and Abetting, Appeals, Appraisal Rights, Board of Directors, Breach of Duty

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"Executive Compensation and Benefits Alert: ISS Releases FAQs Regarding Peer Group Selection — Deadline Fast Approaching for Companies to Update Peer Group Information"

New ISS Peer Group Methodology - One of the most controversial issues during the 2012 proxy season was the degree to which the peer groups chosen by Institutional Shareholder Services (ISS) varied from the peer groups…more

Executive Compensation, ISS, Proxy Season

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Privacy & Cybersecurity Update - October 2015

In this edition of our Privacy & Cybersecurity Update, we discuss what companies need to know in the wake of the EU Court of Justice's rejection of the U.S.-EU Safe Harbor framework and take a look at the following important…more

CISA, Cybersecurity, Data Protection, Data Protection Authority, ECPA

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"No Gains, Just Pain: Increasingly Uncomfortable Taxation Environment for Private Equity Executives’ Compensation"

Arguing that their compensation should count as capital gains — since it derives from the appreciation in value of portfolio companies — private equity executives in Europe generally have been taxed under the more favorable…more

Capital Gains, Carried Interest, EU, Executive Compensation, France

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"Insights Conversations: M&A"

Skadden M&A partners Steve Arcano, Tom Kennedy (moderator), Jeremy London, Amr Razzak and Rodd Schreiber discussed their perspectives on M&A activity in 2015 and the outlook for 2016. The conversation covered the current…more

Acquisitions, Antitrust Investigations, Board of Directors, Institutional Investors, Mergers

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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 Scores as Electrolux and General Electric Abandon Deal; FTC Challenges (Again) Staple’s Proposed Acquisition of Office Depot"

December 7, 2015, was an eventful day for U.S. antitrust enforcement agencies. The Department of Justice achieved a high-profile win when General Electric Co. decided to abandon the proposed sale of its appliance unit to…more

Acquisitions, Competition, DOJ, FTC, General Electric

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"Getting Back to Basics with Rule 10b5-1 Trading Plans"

In late 2012, The Wall Street Journal published a number of articles that analyzed the trading practices of certain public company executives, in many cases under trading plans that were entered into in accordance with the…more

Rule 10b-5, SEC, Securities Exchange Act, Trading Plans

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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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"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 2015

In This Issue: - Attorney-Client Privilege/Work Product Decisions: ..Decisions Protecting Against Disclosure ..Decisions Ordering Disclosure Other - Spoliation Decisions: ..Spoliation Sanctions…more

Adverse Inference Instructions, Attorney-Client Privilege, Common-Interest Privilege, Corporate Privilege, Cost-Shifting

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Skadden Energy Law Handbook - 2014

We are pleased to announce the publication of the 2014 Skadden Energy Law Handbook, available as a PDF or via our web page. This updated edition of our 2006 Handbook addresses a broad range of energy regulation topics, including…more

Energy Sector, Handbooks

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The Class Action Chronicle - Fall 2014

This is the fifth edition of The Class Action Chronicle, a quarterly publication that provides an analysis of recent class action trends, along with a summary of class certification and Class Action Fairness Act rulings issued…more

Antitrust Litigation, CAFA, Class Action, Class Certification, Fraud

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Skadden Energy Law Handbook - 2014

We are pleased to announce the publication of the 2014 Skadden Energy Law Handbook, available as a PDF or via our web page. This updated edition of our 2006 Handbook addresses a broad range of energy regulation topics, including…more

Energy Sector, Handbooks

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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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"Supreme Court Clarifies Standard to Challenge IRS Summons"

On June 19, 2014, the U.S. Supreme Court in United States v. Clarke1 held that a taxpayer has a right to conduct an examination of IRS officials regarding their reasons for issuing an administrative summons when the taxpayer…more

Bad Faith, Document Requests, IRS, Request For Information, SCOTUS

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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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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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"SEC Releases Additional Frequently Asked Questions Regarding Form PF"

The Securities and Exchange Commission (the “SEC”) has released several rounds of additional Frequently Asked Questions (“FAQs”) regarding Form PF, the private fund systemic risk reporting form promulgated by the SEC and the…more

CFTC, Form PF, Reporting Requirements, SEC

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"Key Takeaways - Antitrust in the Technology Sector: Policy Perspectives and Insight From the Enforcers"

On January 26, 2016, Skadden’s Antitrust and Competition Group and Charles River Associates hosted the sixth annual seminar “Antitrust in the Technology Sector,” with an emphasis on policy perspectives and insights from…more

Antitrust Provisions, Corporate Counsel, EU, European Commission, FTC

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"Global Workforces Create Compensation Challenges for Employers"

In-house legal and human resources professionals at companies of all sizes are expected to navigate the legal and cultural ramifications of employing a global workforce. Compensation programs designed for employees at a…more

Corporate Counsel, Cross-Border Transactions, Employee Relocations, Employment Contract, Equity Compensation

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"Oil and Gas Companies Utilize Restructuring Strategies to Navigate Industry in Flux"

Precipitous commodity price declines that began in mid-2014 continued to disrupt the oil and gas industry in 2015, outlasting the expectations of many analysts. By the end of 2015, prices for both Brent and WTI crude were…more

Banks, Borrowers, Commercial Bankruptcy, Corporate Restructuring, Debt Financing

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"Communications: 2016 Could Be Defining Year for Net Neutrality, Spectrum Auction"

Last year, the Federal Communications Commission (FCC) closed in on two historic accomplishments. After years of laying the groundwork, the FCC issued its net neutrality regulations as well as final rules and opening bid prices…more

Auction, Broadband, Communications Act of 1934, Competitive Bidding, FCC

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"The Trans-Pacific Partnership and What It Means for Pre-Existing Treaties"

On November 5, 2015, after seven years of high-stakes negotiations, the Office of the United States Trade Representative released the draft Trans-Pacific Partnership (TPP), a proposed free trade agreement among the United States…more

Expropriation, Foreign Investment, International Arbitration, International Litigation, International Treaties

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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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"Chairman Camp’s Proposals Place REITs in the Crosshairs"

On February 25, House Ways and Means Committee Chairman David Camp (R. Mich.) proposed a dramatic overhaul of the U.S. tax code (the Code). While the “Tax Reform Act of 2014,” (the Proposals) contains a number of previously…more

C-Corporation, IRS, REIT, Tax Reform

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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 21, 2016, 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

DOJ, FTC, Hart-Scott-Rodino Act, Mergers, The Clayton Act

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Recent Corporate Integrity Agreements Highlight HHS OIG’s Compliance Program Priorities

Corporate Integrity Agreements (CIAs) are among the most important tools in the U.S. Department of Health and Human Services Office of Inspector General’s (OIG) toolbox for promoting compliance in the health care industry. CIAs…more

Clawbacks, Corporate Integrity Agreement, Health Care Providers, HHS, Incentive Compensation

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2016 Compensation Committee Handbook

The Executive Compensation and Benefits Group at Skadden, Arps, Slate, Meagher & Flom LLP is pleased to provide you with this second edition of its Compensation Committee Handbook. This edition reflects developments in…more

Board of Directors, Compensation & Benefits, Compensation Committee, Directors, Employment Contract

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"Will 2014 Be the ‘Year of the Foreign Private Issuer’?"

Experience in 2013 has shown that U.S. securities exchanges are once again becoming increasingly popular venues for listings by non-U.S. companies. The number of non-U.S. companies that conducted initial listings in the U.S. in…more

Compliance, Disclosure Requirements, Dodd-Frank, Emerging Growth Companies, Foreign Exchanges

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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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"Recent Regulatory and FASB Actions Impacting Auditors"

In one of several recent actions impacting auditors, the Securities and Exchange Commission (SEC) and the Public Company Accounting Oversight Board (PCAOB) have devoted heightened attention to related-party transactions,…more

Auditors, Audits, FASB, PCAOB, Regulatory Standards

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The E-Discovery Digest - October 2015

In This Issue: - Attorney-Client Privilege/Work Product Decisions: ..Decisions Protecting Against Disclosure ..Decisions Ordering Disclosure Other - Spoliation Decisions: ..Spoliation Sanctions…more

Adverse Inference Instructions, Attorney-Client Privilege, Common-Interest Privilege, Corporate Privilege, Cost-Shifting

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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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"Privacy & Cybersecurity Update - Historic New 'Privacy Shield' Agreement to Replace EU-US Safe Harbor"

Two days after the original January 31 deadline, the European Union and United States have announced a replacement for the Safe Harbor agreement — the EU-U.S. Privacy Shield — which, if approved, will provide a new framework…more

Article 29 Working Party (WP29), Data Protection, EU, EU Data Protection Laws, EU-US Privacy Shield

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"Hong Kong Stock Exchange Opens Doors to Russia-Incorporated Issuers"

On January 15, 2016, the Stock Exchange of Hong Kong Limited (HKEx) published its Country Guide on Russia and placed Russia on its list of “acceptable jurisdictions,” formally signifying that Hong Kong’s sole regulated stock…more

Audits, Bank of Russia, Board of Directors, Corporate Issuers, Foreign Investment

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"FIRPTA Reform Opens Door to Increased Foreign Investment in US Real Estate"

This afternoon, Reps. Kevin Brady (R-Texas) and Joseph Crowley (D-N.Y.) re-introduced in the House of Representatives a bill to significantly reform the Foreign Investment in Real Property Tax Act (FIRPTA). Introduced as H.R…more

Capital Gains, FIRPTA, Foreign Investment, Pension Funds, Property Tax

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"Executive Compensation and Benefits Report: Proposed Regulations Highlight the Complexity of the $500,000 Deduction Limit for Compensation Paid by Health Insurance Providers"

On April 1, 2013, the Internal Revenue Service issued proposed regulations providing guidance on the $500,000 deduction limit for compensation paid by certain health insurance companies to their employees. Because of the…more

CHIP, Deduction Limitations, Executive Compensation, Health Insurance, IRS

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"French Government Extends Its Veto Rights on Foreign Investments in Country’s Strategic Sectors"

On May 15, 2014, the French government published a decree extending its veto rights over foreign investments in French strategic sectors (the New Decree). The New Decree has been dubbed the “Alstom Decree” by the media, as it…more

Critical Infrastructure Sectors, EU, Foreign Investment, Veto Rights

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"IRS Guidance Clarifies Renewable Energy Tax Credit"

The Internal Revenue Service (IRS) has released welcome new guidance on renewable electricity production and energy investment tax credits. A notice issued on August 8, 2014, addresses when a facility or equipment maintains its…more

Energy, IRS, Renewable Energy, Tax Credits, Tax Incentives

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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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"Wisconsin Raises Contribution Limits, Eases Federal PAC Requirements"

On December 16, 2015, Wisconsin Gov. Scott Walker signed 2015 Wisconsin Act 117, which became effective January 1, 2016 (the Act). Among other changes, the Act eases the registration requirements for federal political action…more

New Legislation, PACs, Political Candidates, Political Contributions, Registration Requirement

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"OFAC and BIS Ease Cuba Restrictions With New Amendments"

On January 27, 2016, the Department of the Treasury’s Office of Foreign Assets Control (OFAC) and the Department of Commerce’s Bureau of Industry and Security (BIS) further eased U.S. sanctions and export control regulations…more

Aviation Industry, BIS, Cuba, Cuban Assets Control Regulations (CACR), Economic Sanctions

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"Delaware Supreme Court Reaffirms Important Protections for Corporate Directors"

A trio of opinions from the Delaware Supreme Court, each authored by Chief Justice Leo E. Strine, Jr., has reaffirmed Delaware’s deference to the business judgment of disinterested corporate decision-makers and restored…more

Appeals, Board of Directors, Breach of Duty, Business Judgment Rule, DE Supreme Court

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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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"OFAC and BIS Ease Cuba Restrictions With New Amendments"

On January 27, 2016, the Department of the Treasury’s Office of Foreign Assets Control (OFAC) and the Department of Commerce’s Bureau of Industry and Security (BIS) further eased U.S. sanctions and export control regulations…more

Aviation Industry, BIS, Cuba, Cuban Assets Control Regulations (CACR), Economic Sanctions

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Privacy & Cybersecurity - May 2014

In This Issue: - EU Court of Justice Creates Broad Interpretation of the ‘Right to be Forgotten’ - White House Publishes Report on Risks and Opportunities Posed by ‘Big Data’ Practices - California AG…more

Attorney Generals, Big Data, Cybersecurity, Do Not Track, ECPA

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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 Staff Issues Statement on Conflict Minerals Ruling"

The U.S. Securities and Exchange Commission’s Division of Corporation Finance issued a statement on the effect of a recent circuit court decision on the SEC’s conflict minerals rules. In an April 14 ruling, the U.S. Court of…more

Conflict Mineral Rules, First Amendment, SEC

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Recent Corporate Integrity Agreements Highlight HHS OIG’s Compliance Program Priorities

Corporate Integrity Agreements (CIAs) are among the most important tools in the U.S. Department of Health and Human Services Office of Inspector General’s (OIG) toolbox for promoting compliance in the health care industry. CIAs…more

Clawbacks, Corporate Integrity Agreement, Health Care Providers, HHS, Incentive Compensation

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"MiFID II Expected to Have Significant Impact on Investment Managers"

When implemented, revisions to the EU’s Markets in Financial Instruments Directive (MiFID II) will radically change the regulation of EU securities and derivatives markets, and significantly impact the investment management…more

AIFM, ESMA, EU, Investment Management, MiFID

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"Renewable Energy Project Warehouse Facilities Are on the Rise"

An important development in the financing of solar, wind and other renewable energy projects in 2015 was the use of a flexible investment and financing vehicle referred to as a “warehouse.” Akin to traditional warehouse…more

Construction Project, Debt Financing, Equity Financing, Popular, Power Purchase Agreements

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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 Moves to Complete Final Rules for Executive Compensation Disclosures"

Public companies should start preparing for the new executive compensation disclosures mandated by the Dodd-Frank Act as the Securities and Exchange Commission (SEC) moves to complete these rulemakings in the next year. The…more

CEOs, Disclosure Requirements, Dodd-Frank, Executive Compensation, Final Rules

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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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"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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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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"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

See All Updates »

"Delaware Supreme Court Reaffirms Important Protections for Corporate Directors"

A trio of opinions from the Delaware Supreme Court, each authored by Chief Justice Leo E. Strine, Jr., has reaffirmed Delaware’s deference to the business judgment of disinterested corporate decision-makers and restored…more

Appeals, Board of Directors, Breach of Duty, Business Judgment Rule, DE Supreme Court

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SEC Proposes Liquidity Management Rules for Open-End and Exchange-Traded Funds

On September 22, 2015, the Securities and Exchange Commission (SEC) voted to propose a new Rule 22e-4 under the Investment Company Act of 1940 (the 1940 Act), as well as amendments to its rules and forms designed to promote…more

ETFs, Exchange-Traded Products, Investment Company Act of 1940, Liquidity Risk Management Rule, Mutual Funds

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"Executive Compensation and Benefits Alert: Annual Meeting Litigation: How to Prepare"

As the 2013 proxy season is now underway, companies should be aware of the recent wave of lawsuits alleging breaches of fiduciary duties by management and directors in connection with compensation-related decisions. These suits…more

Annual Meeting, Certificates of Incorporation, Compensation Committee, Directors, Disclosure Requirements

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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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Hong Kong Regulatory Update - December 2015

This Hong Kong regulatory update provides a brief overview of the principal Hong Kong regulatory developments in the preceding three months relevant to companies listed or proposed to be listed on The Stock Exchange of Hong Kong…more

Corporate Issuers, Debt Securities, Financial Statements, HKEx, Hong Kong

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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

See All Updates »

"Privacy & Cybersecurity Update - Historic New 'Privacy Shield' Agreement to Replace EU-US Safe Harbor"

Two days after the original January 31 deadline, the European Union and United States have announced a replacement for the Safe Harbor agreement — the EU-U.S. Privacy Shield — which, if approved, will provide a new framework…more

Article 29 Working Party (WP29), Data Protection, EU, EU Data Protection Laws, EU-US Privacy Shield

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"Department of Justice Issues Guidance to Criminal and Civil Prosecutors to Facilitate Individual Prosecutions in Corporate Investigations"

On September 9, 2015, the Department of Justice (the Department) publicly announced that it had issued guidance to its criminal and civil prosecutors that purports to change, at least in part, the Department’s approach to…more

Civil Investigation Demand, Civil Monetary Penalty, Cooperation Agreement, Corporate Crimes, Corporate Investigations

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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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"The UK Softens Its Approach to Senior Banker Regulatory Liability"

The aftermath of the financial crisis saw regulators worldwide tighten rules and launch large-scale enforcement investigations, particularly directed at the banking sector. The U.K., notwithstanding the importance to it of its…more

Bankers, Broker-Dealer, Burden of Proof, Enforcement Actions, Financial Crisis

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"US IPO Market Review and Outlook: Can the Pace Continue?"

The 2014 U.S. initial public offering market was the most active for new issues since 2000. The market began to recover from the recession in 2010 and took off in 2013 with 222 offerings raising an aggregate of $55 billion,1 and…more

Emerging Technology Companies, Energy Sector, Entrepreneurs, Equity Financing, Financing

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"Bankruptcy Court Tightens Intentional Fraudulent Transfer Pleading Requirements"

On November 18, 2015, the U.S. Bankruptcy Court for the Southern District of New York dismissed intentional fraudulent transfer claims asserted by a bankruptcy litigation trustee against former shareholders of Lyondell Chemical…more

Acquisitions, Bankruptcy Court, Chapter 11, Corporate Restructuring, Federal Pleading Requirements

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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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