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John Adebiyi

"Hong Kong Public M&A: Time for a New Approach?"

For any potential bidder considering the acquisition of a listed company, issues such as ease of transaction execution, the ability to respond to a competing offer, timetable and cost will be of great importance. The chosen form…more

Hong Kong, Mergers, Privatization, SEHK, SFC

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Hamed Afzal

"Enhancing the Effectiveness of the Listing Regime: FCA Consultation Paper CP 13/15"

Introduction - On 2 October 2012, the Financial Conduct Authority (FCA) published a wide-ranging consultation paper (CP 12/25) on the effectiveness of the listing regime which proposed a number of changes to the Listing…more

Controlling Stockholders, Corporate Governance, FCA, Shareholders, Stock Float

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Vikram Agarwal

"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

Domestic Production Activities Deductions, Manufacturers, Section 199

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Lauren Aguiar

The Class Action Chronicle - Spring 2014

This is the third 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

Ascertainable Class, Breach of Contract, Breach of Warranty, Burden of Proof, Butler v Sears

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Steven Albertson

"Revised HSR Thresholds to Become Effective February 24, 2014"

On January 23, 2014, the Federal Trade Commission (FTC) published in the Federal Register its previously announced revised thresholds for determining whether companies are required to notify federal antitrust authorities about a…more

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

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Andrew Alin

"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 Litigation, Shareholders

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Trevor Allen

"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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Thomas Allingham

Delaware Supreme Court Establishes New Standard Of Review For Controlling Stockholder Going-Private Mergers

In a landmark decision issued this morning, the Delaware Supreme Court held for the first time in Kahn v. M&F Worldwide Corp. that the deferential business judgment standard of review should apply to a merger between a…more

Controlling Stockholders, Going-Private Transactions, Shareholders, Standard of Review

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Stuart N. Alperin

"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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James Anderson

"Clawback of Bonuses: UK PRA’s Banking Proposals Cast Six-Year Shadow for Bad Actors and Their Supervisors and Line Managers"

On 13 March 2014, the Prudential Regulation Authority (PRA), the U.K. regulator responsible for prudential supervision of banks, insurers and large broker-dealers, issued a consultation paper on bonus clawback (CP6/14)…more

Bad Actors, Clawbacks, Corporate Bonuses, Prudential Regulation Authority, UK

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Rachel Applestein

"Recent Developments in Aggregate State Contribution Limits After Supreme Court’s Decision in McCutcheon v. FEC"

On April 2, 2014, the U.S. Supreme Court issued its decision in McCutcheon v. FEC, striking down the aggregate limits imposed on individual contributions under federal law. Although this decision cannot necessarily be read to…more

Campaign Contributions, Campaign Finance Reform, First Amendment, McCutcheon v. FEC, PACs

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Stephen Arcano

"Delaware Court Upholds Board-Adopted Forum Selection Bylaws"

This week, the Delaware Court of Chancery upheld board-adopted forum selection bylaws requiring that stockholder claims against a Delaware corporation or its directors be brought in a Delaware court. A number of Delaware…more

Board of Directors, Bylaws, Corporate Governance, Forum Selection Clause

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Clifford Aronson

"US Department of Justice Extradites First Foreign National on Antitrust Charge"

On April 4, 2014, the United States Department of Justice’s Antitrust Division (DOJ) announced the first-ever successful extradition on an antitrust charge. A German appeals court had approved the extradition of Romano…more

Antitrust Investigations, Criminal Sanctions, DOJ, Extradition, Foreign Nationals

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Katherine Ashley

"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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Peter Allan Atkins

"Reliance by Directors: What’s a Conscientious Director to Do?"

An Issue Needing Attention - In its recent decision in In Re Rural Metro Corporation Stockholders Litigation, the Delaware Court of Chancery, in a footnote, touches on what it means for directors to be “fully protected”…more

Board of Directors, Corporate Governance, Professional Liability

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Brian Baggetta

The Class Action Chronicle - Spring 2014

This is the third 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

Ascertainable Class, Breach of Contract, Breach of Warranty, Burden of Proof, Butler v Sears

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Matthew Barkan

The Class Action Chronicle - Spring 2014

This is the third 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

Ascertainable Class, Breach of Contract, Breach of Warranty, Burden of Proof, Butler v Sears

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Joseph Barloon

"Consumer Financial Protection Bureau Focuses on Fair Lending"

Having enacted a number of mortgage-related rules on the eve of statutory deadlines, the Consumer Financial Protection Bureau (CFPB), which now has a confirmed director, has shifted its focus to fair lending enforcement,…more

Automotive Loans, CFPB, Compliance, Disparate Impact, Enforcement

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Geoff Bauer

"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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Simon Baxter

"European Parliament Approves Proposed Directive on Private Antitrust Damages Actions"

On April 17, 2014, the European Parliament overwhelmingly approved the European Commission’s proposal for a directive on private antitrust damages actions (the Directive). The Directive is intended to facilitate antitrust…more

Antitrust Litigation, Antitrust Provisions, Damages, EU

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John Beahn

"Communications: With New Leadership, the FCC Charts Its Course for 2014"

With a new chairman and a full complement of commissioners for the first time in more than six months, the Federal Communications Commission (FCC) is poised to take on a broad set of communications-related issues in 2014 and…more

FCC, Media, Telecommunications

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Julie Bédard

"Litigants Continue to Use 'Anti-Suit Injunctions' to Protect Their Arbitration Rights"

Courts occasionally are asked to intervene in a pending arbitration and exercise their injunctive powers. In some cases, litigants seek to have the courts aid the arbitral process by stopping foreign proceedings that interfere…more

Anti-Suit Injunctions, Arbitration, Arbitration Agreements, UK, UNCITRAL

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Michael Beinus

"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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John Beisner

Privacy & Cybersecurity Update - March 2014

In This Issue: - EU Parliament Cements Position on Privacy Protection Reform - EU Parliament Passes Cybersecurity Directive - SEC Holds Roundtable on Cybersecurity - EU and APEC Introduce Guide for Cross-Border…more

APEC, Class Action, Cybersecurity, Data Breach, Data Protection

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Rita Sinkfield Belin

"Revised HSR Thresholds to Become Effective February 24, 2014"

On January 23, 2014, the Federal Trade Commission (FTC) published in the Federal Register its previously announced revised thresholds for determining whether companies are required to notify federal antitrust authorities about a…more

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

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John T. Bentivoglio

"Health Care and Life Sciences: Affordable Care Act Rollout to Impact M&A and Enforcement Activity"

Health care and life sciences companies face a variety of issues in 2014, including further difficulties with the Affordable Care Act (ACA) rollout because of legal and logistical challenges, the potential dampening of…more

Affordable Care Act, CMS, Enforcement Actions, Healthcare, Healthcare Reform

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Michael R. Bergmann

"Executive Compensation and Benefits Alert: Ways and Means Tax Reform Bill Proposes Fundamental Changes to Executive Compensation"

House Ways and Means Committee Chairman David Camp (R-Mich.) has proposed a draft tax reform plan (the Proposal) containing sweeping changes to the Internal Revenue Code (the Code), including a number of major executive…more

Deferred Compensation, Equity Compensation, Executive Compensation, Legislative Agendas, Pensions

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Michal Berkner

"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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Boris Bershteyn

"US Supreme Court Cases to Watch in 2014"

The U.S. Supreme Court will rule on numerous significant cases in 2014, involving such issues as presidential power, affirmative action, campaign contributions, environmental regulations, intellectual property, commercial…more

Affirmative Action, Affordable Care Act, Alice Corporation, Atlantic Marine Construction Company, BG Group v Republic of Argentina

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Gregoire Bertrou

Privacy & Cybersecurity Update - March 2014

In This Issue: - EU Parliament Cements Position on Privacy Protection Reform - EU Parliament Passes Cybersecurity Directive - SEC Holds Roundtable on Cybersecurity - EU and APEC Introduce Guide for Cross-Border…more

APEC, Class Action, Cybersecurity, Data Breach, Data Protection

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Christopher Betts

"Hong Kong Stock Exchange and SFC Release New Joint Policy Statement on Listing of Overseas Companies in Hong Kong"

Introduction - In March 2007, The Stock Exchange of Hong Kong Limited (the HKEx) and the Securities and Futures Commission of Hong Kong (the SFC) issued a joint policy statement on the listing of overseas companies in…more

Foreign Exchanges, Hong Kong, IOSCO, SFC, Stocks

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Alicia Beyer

"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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Sofie Bielen

"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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Pascal Bine

"The New Barbarians — Shareholder Activists Have Europe in Their Sights"

Shareholder activism has risen significantly since the start of the financial crisis, with global shareholder campaigns increasing by 62 percent since 2010. This growth is partially driven by activist hedge funds, reaping…more

EU, Shareholder Litigation, Shareholders

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Jared Binstock

"Treasury and IRS Release FATCA Regulations"

New Regulations Address Some Concerns and Coordinate FATCA Rules with Other Reporting and Withholding Rules - On February 20, 2014, the Department of the Treasury and the IRS issued a comprehensive set of final and…more

FATCA, IGAs, IRS, U.S. Treasury

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Matthew Bobys

"Recent Developments in Aggregate State Contribution Limits After Supreme Court’s Decision in McCutcheon v. FEC"

On April 2, 2014, the U.S. Supreme Court issued its decision in McCutcheon v. FEC, striking down the aggregate limits imposed on individual contributions under federal law. Although this decision cannot necessarily be read to…more

Campaign Contributions, Campaign Finance Reform, First Amendment, McCutcheon v. FEC, PACs

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Nathaniel Bolin

"US Government Halts Licensing for Key Exports to Russia in Response to Events in Ukraine"

In a further sign of the broadening of U.S. restrictions relating to Russia because of the situation in Ukraine, the United States has taken steps to limit trade with Russia in U.S.-origin goods and services that are controlled…more

DDTC, Exports, Licenses, Ukraine

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Michelle Bosworth

"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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Jaimie Boucher

"US Government Halts Licensing for Key Exports to Russia in Response to Events in Ukraine"

In a further sign of the broadening of U.S. restrictions relating to Russia because of the situation in Ukraine, the United States has taken steps to limit trade with Russia in U.S.-origin goods and services that are controlled…more

DDTC, Exports, Licenses, Ukraine

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Olivier Boulon

Privacy & Cybersecurity Update - March 2014

In This Issue: - EU Parliament Cements Position on Privacy Protection Reform - EU Parliament Passes Cybersecurity Directive - SEC Holds Roundtable on Cybersecurity - EU and APEC Introduce Guide for Cross-Border…more

APEC, Class Action, Cybersecurity, Data Breach, Data Protection

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Andrew Brady

"SEC Conflict Minerals Disclosure Requirements Ruled Unconstitutional"

On April 14, the U.S. Court of Appeals for the District of Columbia Circuit ruled that the U.S. Securities and Exchange Commission’s conflict minerals disclosure requirements are unconstitutional and remanded the matter to the…more

Conflict Mineral Rules, Disclosure Requirements, Dodd-Frank, SEC

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Jennifer L. Bragg

"Health Care and Life Sciences: Affordable Care Act Rollout to Impact M&A and Enforcement Activity"

Health care and life sciences companies face a variety of issues in 2014, including further difficulties with the Affordable Care Act (ACA) rollout because of legal and logistical challenges, the potential dampening of…more

Affordable Care Act, CMS, Enforcement Actions, Healthcare, Healthcare Reform

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Patrick Brandt

"EU Banking Union: Political Agreement Reached on Single Resolution Mechanism"

On March 20, 2014, the European Parliament announced that it had reached political agreement with the European Council on the regulation implementing a single resolution mechanism (SRM), which is an essential element of the…more

Banking Sector, Banks, EU, Financial Regulatory Reform, Foreign Banks

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Lance Brasher

"New York State Issues RFP to Deploy $200 Million for Clean Energy Projects"

On February 5, the newly created New York State Green Bank issued its first request for proposals for clean energy projects in the state looking to access the Green Bank’s range of credit facilities…more

Clean Energy, Funding, Green Banks, Renewable Energy

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Brian V. Breheny

"SEC Conflict Minerals Disclosure Requirements Ruled Unconstitutional"

On April 14, the U.S. Court of Appeals for the District of Columbia Circuit ruled that the U.S. Securities and Exchange Commission’s conflict minerals disclosure requirements are unconstitutional and remanded the matter to the…more

Conflict Mineral Rules, Disclosure Requirements, Dodd-Frank, SEC

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James Brelsford

"FTC Seeks Comment on Collection of Information Relating to Patent Assertion Entities"

On September 27, 2013, the Federal Trade Commission announced that the four sitting Commissioners voted unanimously to seek public comments on a proposal to gather information to examine how patent assertion entities (PAEs) do…more

Corporate Governance, FTC, Patent Assertion Entities, Patent Portfolios, Patent Trolls

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Jody Brewster

"Senate Finance Chair’s Accounting-Related Reform Proposals Would Repeal Favorable Provisions Senate"

On November 21, 2013, Senator Max Baucus (D-Mont.), Chairman of the Senate Finance Committee, released a Staff Discussion Draft containing tax reform proposals relating to several accounting-related provisions of the Internal…more

Financial Regulatory Reform, Legislative Agendas

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Kenneth Burdon

SEC Releases Long-Awaited Money Market Fund Reform Proposal

On June 5, 2013, the U.S. Securities and Exchange Commission (the SEC) released for public comment its proposal to further reform the regulatory structure governing money market funds and address the perceived systemic risks…more

Asset Diversification, Disclosure Requirements, Liquidity Fees, Money Market Funds, NAV

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Emily Cabrera

"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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Nathaniel Carden

"International Taxation – OECD Reboot for the 21st Century"

Introduction - Following on its February 2013 report on Addressing Base Erosion and Profit Shifting (BEPS), the Organisation for Economic Co-operation and Development (OECD) has now released an ambitious action plan…more

Corporate Taxes, Income Taxes, OECD, Proposed Regulation, Tax Evasion

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James Carroll

"The SEC’s Renewed Scrutiny on Accounting Cases: Expected Focus Areas and How Companies Can Prepare"

The U.S. Securities and Exchange Commission (SEC or Commission) has announced plans to reinvigorate its enforcement efforts with respect to accounting issues. These plans include adding dedicated personnel and using data mining…more

Accounting, Audits, Data Mining, Enforcement Actions, Financial Reporting

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Alec Chang

"FTC Wins Action to Block Hospital-Physician Group Merger"

On the heels of a string of successfully litigated hospital merger challenges, the Federal Trade Commission (FTC) recently expanded its winning streak in the health care industry to include hospital acquisitions of physician…more

FTC, Hospitals, Mergers, The Clayton Act

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Mark Chehi

"Using Chapter 11 to Restructure Non-US and Multinational Companies"

Chapter 11 of the U.S. Bankruptcy Code is the most well-developed law of any insolvency regime in the world for helping troubled companies restructure their affairs. Some nations, like Canada and the United Kingdom, also have…more

Chapter 11, Commercial Bankruptcy, Insolvency, Multinationals, Restructuring

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Brian Christiansen

"An Update on Economic Sanctions Related to Events in Ukraine"

Last week the United States and European Union continued to ramp up economic sanctions related to events in Ukraine and Russia. Because the most recent round of sanctions is likely to have a much broader reach, entities must…more

Foreign Policy, Russia, Sanctions, Ukraine

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David Clancy

The Class Action Chronicle - Spring 2014

This is the third 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

Ascertainable Class, Breach of Contract, Breach of Warranty, Burden of Proof, Butler v Sears

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Joseph A. Coco

"Penn National Gaming, Inc. Announces First-Ever Tax-Free PropCo REIT Spin"

Penn National Gaming, Inc. (PNG) announced last evening the first-ever tax-free spin-off of a “PropCo” real estate investment trust (REIT) from a taxable C corporation. PNG intends to separate its real property gaming facilities…more

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Stacey Cohen

"Patent Eligibility Considerations Following the Supreme Court’s Myriad Ruling"

On June 13, 2013, the Supreme Court issued its long-awaited decision in Assoc. for Molecular Pathology v. Myriad Genetics, Inc., U.S., No. 12–398 (Myriad). In a unanimous opinion, the Court held that a naturally occurring DNA…more

AMP v Myriad, DNA, Human Genes, Myriad, Patent-Eligible Subject Matter

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Nikolas Colbridge

"Enhancing the Effectiveness of the Listing Regime: FCA Consultation Paper CP 13/15"

Introduction - On 2 October 2012, the Financial Conduct Authority (FCA) published a wide-ranging consultation paper (CP 12/25) on the effectiveness of the listing regime which proposed a number of changes to the Listing…more

Controlling Stockholders, Corporate Governance, FCA, Shareholders, Stock Float

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Karen Corman

Employment Flash - July 2013

In This Issue: - U.S. Supreme Court Issues Two Important Decisions Under Title VII - Supreme Court Holds Lone Plaintiff’s FLSA Collective Action Is Moot When Claims Are Resolved Before Certification -…more

Class Action, Class Arbitration, Class Certification, Collective Actions, Discrimination

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Lorenzo Corte

"The New Barbarians — Shareholder Activists Have Europe in Their Sights"

Shareholder activism has risen significantly since the start of the financial crisis, with global shareholder campaigns increasing by 62 percent since 2010. This growth is partially driven by activist hedge funds, reaping…more

EU, Shareholder Litigation, Shareholders

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Matthew Cowie

"UK Issues Guidelines for Deferred Prosecution Agreements"

Introduction - Deferred prosecution agreements (DPAs) are now available in the United Kingdom as a means of resolving criminal investigations of certain serious economic crimes other than by guilty plea, trial or…more

Deferred Prosecution Agreements, Investigations, UK

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Charles Crandall

"Antitrust and Competition: Surveying Global M&A Enforcement Trends"

US: Agencies Continue Aggressive Enforcement - Despite changes in leadership at the U.S. Department of Justice’s (DOJ) Antitrust Division and the Federal Trade Commission (FTC) (collectively, the Agencies) in 2013, the…more

Anheuser-Busch, Antitrust Investigations, Antitrust Litigation, Bazaarvoice Inc, China

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Heather Cruz

"Entering a New Regulatory Era Under the Final Volcker Rule"

In December 2013, five U.S. financial regulatory agencies adopted final regulations to implement the Volcker Rule. As expressed in the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Volcker Rule generally…more

Banks, Collateralized Debt Obligations, Dodd-Frank, FDIC, Proprietary Trading

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Susan Curtis

"Entering a New Regulatory Era Under the Final Volcker Rule"

In December 2013, five U.S. financial regulatory agencies adopted final regulations to implement the Volcker Rule. As expressed in the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Volcker Rule generally…more

Banks, Collateralized Debt Obligations, Dodd-Frank, FDIC, Proprietary Trading

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Roseann Cutrone

"Treasury and IRS Release FATCA Regulations"

New Regulations Address Some Concerns and Coordinate FATCA Rules with Other Reporting and Withholding Rules - On February 20, 2014, the Department of the Treasury and the IRS issued a comprehensive set of final and…more

FATCA, IGAs, IRS, U.S. Treasury

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Julia Czarniak

"New York State Issues RFP to Deploy $200 Million for Clean Energy Projects"

On February 5, the newly created New York State Green Bank issued its first request for proposals for clean energy projects in the state looking to access the Green Bank’s range of credit facilities…more

Clean Energy, Funding, Green Banks, Renewable Energy

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Lisa D'Avolio

Employment Flash - July 2013

In This Issue: - U.S. Supreme Court Issues Two Important Decisions Under Title VII - Supreme Court Holds Lone Plaintiff’s FLSA Collective Action Is Moot When Claims Are Resolved Before Certification -…more

Class Action, Class Arbitration, Class Certification, Collective Actions, Discrimination

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Kristin M. Davis

"Executive Compensation and Benefits Alert: Ways and Means Tax Reform Bill Proposes Fundamental Changes to Executive Compensation"

House Ways and Means Committee Chairman David Camp (R-Mich.) has proposed a draft tax reform plan (the Proposal) containing sweeping changes to the Internal Revenue Code (the Code), including a number of major executive…more

Deferred Compensation, Equity Compensation, Executive Compensation, Legislative Agendas, Pensions

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Andrew Deas

"SEC Provides No-Action Relief to M&A Brokers in Connection With Broker-Dealer Registration Requirements"

On January 31, 2014, the Division of Trading and Markets (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a no-action letter (as revised on February 4, 2014, the “No-Action Letter”) that permits an…more

Broker-Dealer, Compliance, No-Action Letters, Registration, SEC

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Thomas DeCapo

SEC Releases Long-Awaited Money Market Fund Reform Proposal

On June 5, 2013, the U.S. Securities and Exchange Commission (the SEC) released for public comment its proposal to further reform the regulatory structure governing money market funds and address the perceived systemic risks…more

Asset Diversification, Disclosure Requirements, Liquidity Fees, Money Market Funds, NAV

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Nathanael DeJonge

"Recent Developments in Tax Law: Impact on Corporate Tax Strategies in 2014"

Recent changes in IRS private letter ruling policy likely will result in greater taxpayer reliance on tax opinions, which may impact certain corporate strategies in the coming year. Tax-Free Spin-Offs - During…more

Corporate Taxes, Income Taxes, IRS, Private Letter Rulings, Privilege Waivers

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Frederic Depoortere

"European Parliament Approves Proposed Directive on Private Antitrust Damages Actions"

On April 17, 2014, the European Parliament overwhelmingly approved the European Commission’s proposal for a directive on private antitrust damages actions (the Directive). The Directive is intended to facilitate antitrust…more

Antitrust Litigation, Antitrust Provisions, Damages, EU

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Helena Derbyshire

"Clawback of Bonuses: UK PRA’s Banking Proposals Cast Six-Year Shadow for Bad Actors and Their Supervisors and Line Managers"

On 13 March 2014, the Prudential Regulation Authority (PRA), the U.K. regulator responsible for prudential supervision of banks, insurers and large broker-dealers, issued a consultation paper on bonus clawback (CP6/14)…more

Bad Actors, Clawbacks, Corporate Bonuses, Prudential Regulation Authority, UK

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Daniel DeVito

"Patent Eligibility Considerations Following the Supreme Court’s Myriad Ruling"

On June 13, 2013, the Supreme Court issued its long-awaited decision in Assoc. for Molecular Pathology v. Myriad Genetics, Inc., U.S., No. 12–398 (Myriad). In a unanimous opinion, the Court held that a naturally occurring DNA…more

AMP v Myriad, DNA, Human Genes, Myriad, Patent-Eligible Subject Matter

See All Updates »

Gary DiBianco

"UK Issues Guidelines for Deferred Prosecution Agreements"

Introduction - Deferred prosecution agreements (DPAs) are now available in the United Kingdom as a means of resolving criminal investigations of certain serious economic crimes other than by guilty plea, trial or…more

Deferred Prosecution Agreements, Investigations, UK

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Jack DiCanio

"The SEC’s Renewed Scrutiny on Accounting Cases: Expected Focus Areas and How Companies Can Prepare"

The U.S. Securities and Exchange Commission (SEC or Commission) has announced plans to reinvigorate its enforcement efforts with respect to accounting issues. These plans include adding dedicated personnel and using data mining…more

Accounting, Audits, Data Mining, Enforcement Actions, Financial Reporting

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Christopher DiVirgilio

"Proposed Amendments to the Delaware General Corporation Law"

On April 17, 2014, the Corporation Law Section of the Delaware State Bar Association proposed legislation that, if adopted, would amend the Delaware General Corporation Law (the DGCL) in a number of important ways. Proposed…more

Controlling Stockholders, Corporate Governance, Proposed Amendments, Shareholders, Stocks

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Maureen A. Donley

"SEC Proposes Security-Based Swap Recordkeeping, Reporting and Notification Requirements and Capital Rules for SEC Registrants"

On April 17, 2014, the Securities and Exchange Commission (SEC) proposed new regulations that would implement the recordkeeping, reporting and notification requirements of the Dodd-Frank Wall Street Reform and Consumer…more

Capital Requirements, Dodd-Frank, Notice Requirements, Recordkeeping Requirements, Reporting Requirements

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Michael Dorum

"SEC Provides No-Action Relief to M&A Brokers in Connection With Broker-Dealer Registration Requirements"

On January 31, 2014, the Division of Trading and Markets (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a no-action letter (as revised on February 4, 2014, the “No-Action Letter”) that permits an…more

Broker-Dealer, Compliance, No-Action Letters, Registration, SEC

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Elizabeth Doyle

"SEC Proposes Security-Based Swap Recordkeeping, Reporting and Notification Requirements and Capital Rules for SEC Registrants"

On April 17, 2014, the Securities and Exchange Commission (SEC) proposed new regulations that would implement the recordkeeping, reporting and notification requirements of the Dodd-Frank Wall Street Reform and Consumer…more

Capital Requirements, Dodd-Frank, Notice Requirements, Recordkeeping Requirements, Reporting Requirements

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Anthony Dreyer

The Class Action Chronicle - Spring 2014

This is the third 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

Ascertainable Class, Breach of Contract, Breach of Warranty, Burden of Proof, Butler v Sears

See All Updates »

Alexander Drylewski

"RMBS Repurchases: When Does the Statute of Limitations Clock Start Running?"

Two recent decisions out of the New York State Commercial Division have introduced uncertainty regarding application of the statute of limitations in residential mortgage-backed securities (RMBS) repurchase actions. The…more

Repurchases, RMBS, Statute of Limitations

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Van Durrer

"Chapter 11 Strategies Increasingly Appeal to Banks in Need of Recapitalization"

Historically, the Chapter 11 bankruptcy process was not used as a technique to recapitalize struggling banks. An aversion to using Chapter 11 was attributable in part to concerns that regulators and depositors might perceive a…more

Banks, Chapter 11, Commercial Bankruptcy, Recapitalization

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Ryan Dzierniejko

"At-the-Market Offerings Under the MJDS"

Given the recent volatility and uncertainty in the capital markets, many Canadian issuers, particularly those in the resources sector, are hesitant to commit to traditional, fully marketed follow-on public offerings due to…more

Canada, Issuers, MJDS, Public Offerings, SEC

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Paul Eckles

"Supreme Court Decides Parens Patriae Suits Must Remain in State Court"

On January 14, 2014, the U.S. Supreme Court held in an unanimous decision that parens patriae lawsuits filed by state attorneys general alleging only violations of state law may not be removed to federal court under the Class…more

CAFA, Class Action, DOJ, Manufacturers, Parens Patriae

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David Edwards

"UK Supreme Court: Legal Advice Privilege Relates to Lawyers’ Advice Only"

Summary - In an eagerly awaited decision of the U.K. Supreme Court in the case of R (on the Application of Prudential plc and Another) v. Special Commissioner of Income Tax and Another, [2013] UKSC 1, legal advice privilege…more

Accountants, Appeals, EU, Legal Advice Privilege

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Jonathon Egerton-Peters

"OECD Draft Report: The Digital Economy and Its Tax Challenges"

On March 24, 2014, the Organisation for Economic Co-operation and Development (OECD) published a discussion draft report on the tax challenges facing the digital economy (the DE Report). This draft report is issued in connection…more

EU, International Tax Issues, OECD, Tax Liability

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Henry Eisenberg

"D.C. Circuit Decision May Significantly Impact the Process for Obtaining Clean Air Act Permits"

In Sierra Club v. Environmental Protection Agency, 2013 U.S. App. LEXIS 1408 (D.C. Cir. Jan. 22, 2013), the District of Columbia Circuit Court of Appeals issued a decision that is likely to have a significant impact on parties…more

Air Pollution, Appeals, Clean Air Act, EPA, Permits

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James Elacqua

"FTC Seeks Comment on Collection of Information Relating to Patent Assertion Entities"

On September 27, 2013, the Federal Trade Commission announced that the four sitting Commissioners voted unanimously to seek public comments on a proposal to gather information to examine how patent assertion entities (PAEs) do…more

Corporate Governance, FTC, Patent Assertion Entities, Patent Portfolios, Patent Trolls

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Joshua Ellis

"The SEC’s Renewed Scrutiny on Accounting Cases: Expected Focus Areas and How Companies Can Prepare"

The U.S. Securities and Exchange Commission (SEC or Commission) has announced plans to reinvigorate its enforcement efforts with respect to accounting issues. These plans include adding dedicated personnel and using data mining…more

Accounting, Audits, Data Mining, Enforcement Actions, Financial Reporting

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Erik Elsea

"CFTC No-Action Letter Relieves End-Users of Part 45 Reporting for Trade Options"

On April 5, 2013, the Commodity Futures Trading Commission’s (CFTC) Division of Market Oversight (DMO) provided end-users no-action relief (the No-Action Letter) from certain “trade option” reporting and recordkeeping…more

CFTC, End-Users, Exemptions, No-Action Letters, Recordkeeping Requirements

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Ryan Elsey

"CFTC Expands Large Trader Reporting and Increases Customer Account Protection Requirements"

The Commodity Futures Trading Commission (CFTC or Commission) recently adopted several rules to improve large trader reporting, facilitate segregation of customer swap margin and enhance customer protections for futures and swap…more

CFTC, Commodities Exchange Act, Customer Funds Protection, Derivatives Clearing Organizations, Dodd-Frank

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Pamela Lawrence Endreny

"Treasury and IRS Release FATCA Regulations"

New Regulations Address Some Concerns and Coordinate FATCA Rules with Other Reporting and Withholding Rules - On February 20, 2014, the Department of the Treasury and the IRS issued a comprehensive set of final and…more

FATCA, IGAs, IRS, U.S. Treasury

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Jose Esteves

"FTC Seeks Comment on Collection of Information Relating to Patent Assertion Entities"

On September 27, 2013, the Federal Trade Commission announced that the four sitting Commissioners voted unanimously to seek public comments on a proposal to gather information to examine how patent assertion entities (PAEs) do…more

Corporate Governance, FTC, Patent Assertion Entities, Patent Portfolios, Patent Trolls

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Andrew Faulkner

"Entering a New Regulatory Era Under the Final Volcker Rule"

In December 2013, five U.S. financial regulatory agencies adopted final regulations to implement the Volcker Rule. As expressed in the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Volcker Rule generally…more

Banks, Collateralized Debt Obligations, Dodd-Frank, FDIC, Proprietary Trading

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Daniel Faundez

"The Future of Marketing Non-EU Alternative Investment Funds in Europe"

Adopted by the European Parliament in 2010 and implemented by EU member states in July 2013, the Alternative Investment Fund Managers Directive (the Directive) seeks to protect investors and mitigate market instability by…more

AIFM, AIFMD, CFTC, Compliance, EU

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Edward Filardi

"Patent Eligibility Considerations Following the Supreme Court’s Myriad Ruling"

On June 13, 2013, the Supreme Court issued its long-awaited decision in Assoc. for Molecular Pathology v. Myriad Genetics, Inc., U.S., No. 12–398 (Myriad). In a unanimous opinion, the Court held that a naturally occurring DNA…more

AMP v Myriad, DNA, Human Genes, Myriad, Patent-Eligible Subject Matter

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Stuart Finkelstein

"Recent Developments in Tax Law: Impact on Corporate Tax Strategies in 2014"

Recent changes in IRS private letter ruling policy likely will result in greater taxpayer reliance on tax opinions, which may impact certain corporate strategies in the coming year. Tax-Free Spin-Offs - During…more

Corporate Taxes, Income Taxes, IRS, Private Letter Rulings, Privilege Waivers

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Catherine Fisher

The Class Action Chronicle - Spring 2014

This is the third 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

Ascertainable Class, Breach of Contract, Breach of Warranty, Burden of Proof, Butler v Sears

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Maya Florence

OIG Releases Updated Provider Self-Disclosure Protocol

On April 17, 2013, the Office of the Inspector General (OIG) of the United States Department of Health and Human Services released an updated Provider Self-Disclosure Protocol (SDP). As self-described, OIG updated the SDP to…more

Disclosure Requirements, Eligibility, OIG, Self-Disclosure Requirements, Transparency

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David Foster

"China Introduces Simplified Merger Review Provisions to Improve Process"

Over the past several years, companies engaging in mergers, acquisitions and joint ventures have been subject to long and unpredictable competition reviews for transactions notified in China. Although China’s Anti-Monopoly Law…more

Anti-Monopoly, China, Mergers, MOFCOM

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Christopher Foulds

Delaware Supreme Court Establishes New Standard Of Review For Controlling Stockholder Going-Private Mergers

In a landmark decision issued this morning, the Delaware Supreme Court held for the first time in Kahn v. M&F Worldwide Corp. that the deferential business judgment standard of review should apply to a merger between a…more

Controlling Stockholders, Going-Private Transactions, Shareholders, Standard of Review

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Jonathan Frank

"Unclaimed Property Can Lead to Unexpected and Substantial Liabilities"

An article in yesterday’s Wall Street Journal, entitled “Delaware Targets Unclaimed Property,” discusses Delaware’s significant interest in pursuing unclaimed property compliance. As the article notes, Delaware’s unclaimed…more

Unclaimed Property

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Rachel Frankeny

"New CFTC Swap Clearing Rules to Require Board Review and Approval of the Election to Rely on the 'Commercial End-User Exception'"

New Commodity Futures Trading Commission (CFTC) swaps clearing rules will force non-financial entities to stop uncleared trading of certain interest-rate swaps (IRS) and index credit default swaps (index CDS) starting on…more

CFTC, Commercial End-User Exception, Credit Default Swaps, Derivatives Clearing Organizations, Dodd-Frank

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James Frazer

"Federal Reserve Proposes Bank Liquidity Requirements That Exceed the Basel III Standard"

The Federal Reserve Board (Board) yesterday approved a proposed rule requiring larger U.S. banking organizations maintain liquid assets in an amount sufficient to meet the liquidity requirements determined under the rule,…more

Banks, Basel III, Federal Reserve, Liquidity Coverage Ratio

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Berit R. Freeman

"Executive Compensation and Benefits Alert: Ways and Means Tax Reform Bill Proposes Fundamental Changes to Executive Compensation"

House Ways and Means Committee Chairman David Camp (R-Mich.) has proposed a draft tax reform plan (the Proposal) containing sweeping changes to the Internal Revenue Code (the Code), including a number of major executive…more

Deferred Compensation, Equity Compensation, Executive Compensation, Legislative Agendas, Pensions

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Johannes Frey

"G20 Leaders Endorse Greater International Tax Transparency"

At last month’s summit in St. Petersburg, Russia, G20 leaders backed two ambitious proposals issued by the Organization for Economic Co-operation and Development (OECD), including the establishment of a global model for the…more

BEPS, EU, FATCA, G20, Intergovernmental Agreements

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Lawrence D. Frishman

"CFTC Staff Provides Funds-of-Funds With Temporary No-Action Relief From Commodity Pool Operator Registration"

On November 29, 2012, the Commodity Futures Trading Commission (CFTC) Division of Swap Dealer and Intermediary Oversight (Division) issued temporary no-action relief from commodity pool operator (CPO) registration to operators…more

CFTC, Commodity Pool, No-Action Relief, Swap Dealers

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Don Frost, Jr.

"D.C. Circuit Decision May Significantly Impact the Process for Obtaining Clean Air Act Permits"

In Sierra Club v. Environmental Protection Agency, 2013 U.S. App. LEXIS 1408 (D.C. Cir. Jan. 22, 2013), the District of Columbia Circuit Court of Appeals issued a decision that is likely to have a significant impact on parties…more

Air Pollution, Appeals, Clean Air Act, EPA, Permits

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John Furfaro

"Does Leaning In Make Legal Sense for Employers? Definitely."

With employment discrimination charges at a 15-year high, employers are seeing a particular increase in claims brought by workers who are pregnant or caring for young children or aging parents. A 2010 report by the Center for…more

Civil Rights Act, Discrimination, Diversity, Gender Discrimination, Sex Discrimination

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Prashina J. Gagoomal

CFTC Re-Proposes Speculative Position Limit Rules For Futures, Options And Swaps On Physical Commodities

On November 5, 2013, the Commodity Futures Trading Commission (CFTC) voted 3-1 to re-propose rules to establish speculative position limits for futures, options and economically equivalent swaps on certain agricultural, metal…more

Bona Fide Hedging, CFTC, Commodities, Futures, Hedging

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Christopher Gandia

"Entering a New Regulatory Era Under the Final Volcker Rule"

In December 2013, five U.S. financial regulatory agencies adopted final regulations to implement the Volcker Rule. As expressed in the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Volcker Rule generally…more

Banks, Collateralized Debt Obligations, Dodd-Frank, FDIC, Proprietary Trading

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Hagen Ganem

"SEC Conflict Minerals Disclosure Requirements Ruled Unconstitutional"

On April 14, the U.S. Court of Appeals for the District of Columbia Circuit ruled that the U.S. Securities and Exchange Commission’s conflict minerals disclosure requirements are unconstitutional and remanded the matter to the…more

Conflict Mineral Rules, Disclosure Requirements, Dodd-Frank, SEC

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Z. Julie Gao

"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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Cliff Gardner

"Delaware Continues to Influence US M&A"

A number of recent Delaware judicial and legislative developments will have important implications for parties engaging in or advising on M&A transactions in 2014 and beyond. Controlling Stockholder Transactions…more

Acquisitions, Controlling Stockholders, Corporate Governance, Mergers, Privatization

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Michelle Gasaway

"The US High-Yield Market: A More Cautious 2014 "

Investor enthusiasm for U.S. high-yield bonds continued in 2013. The market delivered the second-strongest year by volume, despite the summer’s increased interest rates and volatility resulting from speculation about the Federal…more

Ben Bernanke, Bonds, Federal Reserve, Investors, Payment-In-Kind

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Marc S. Gerber

"SEC Conflict Minerals Disclosure Requirements Ruled Unconstitutional"

On April 14, the U.S. Court of Appeals for the District of Columbia Circuit ruled that the U.S. Securities and Exchange Commission’s conflict minerals disclosure requirements are unconstitutional and remanded the matter to the…more

Conflict Mineral Rules, Disclosure Requirements, Dodd-Frank, SEC

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Jeffrey Gerrish

"US Government Halts Licensing for Key Exports to Russia in Response to Events in Ukraine"

In a further sign of the broadening of U.S. restrictions relating to Russia because of the situation in Ukraine, the United States has taken steps to limit trade with Russia in U.S.-origin goods and services that are controlled…more

DDTC, Exports, Licenses, Ukraine

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Nickolas Gianou

Tax-Efficient Capital Vehicles for Unregulated Utilities: REITs, MLPs and Up-Cs Considered

Over the last several years, a confluence of political and market developments have made capital for renewable energy projects harder to come by, which has affected the ability of unregulated affiliates of public utilities…more

C-Corporation, Energy Projects, Master Limited Partnerships, Partnerships, Real Estate Investments

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Nathan Giesselman

"OECD Draft Report: The Digital Economy and Its Tax Challenges"

On March 24, 2014, the Organisation for Economic Co-operation and Development (OECD) published a discussion draft report on the tax challenges facing the digital economy (the DE Report). This draft report is issued in connection…more

EU, International Tax Issues, OECD, Tax Liability

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Franklin Gittes

"Delaware Court of Chancery Applies Business Judgment Rule to a Going-Private Merger"

In a decision with important implications for structuring going-private transactions, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery this week applied the business judgment rule — not the more rigorous entire…more

Board of Directors, Business Judgment Rule, Duty of Care, Going-Private Transactions, Shareholders

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Thorsten Goetz

"Antitrust and Competition: Nonmerger Enforcement Activity Heats Up on Both Sides of the Atlantic"

U.S. and European antitrust agencies had similar enforcement priorities last year, a trend we expect to continue in 2014. Nonmerger enforcement will continue to focus on intellectual property, financial services and…more

Anticompetitive Agreements, Antitrust Conspiracies, Antitrust Investigations, Antitrust Litigation, Class Action

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Jay Goffman

"Using Chapter 11 to Restructure Non-US and Multinational Companies"

Chapter 11 of the U.S. Bankruptcy Code is the most well-developed law of any insolvency regime in the world for helping troubled companies restructure their affairs. Some nations, like Canada and the United Kingdom, also have…more

Chapter 11, Commercial Bankruptcy, Insolvency, Multinationals, Restructuring

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Fred T. Goldberg, Jr.

"Exempt and Nonprofit Organizations Alert: New York Non-Profit Revitalization Act"

The Non-Profit Revitalization Act of 2013 (the Act) (S5845/A8072), which effects the first major overhaul of the New York Not-for-Profit Corporation Law (the NPCL) in four decades, will be signed into law by New York Governor…more

Audits, Board of Directors, Conflicts of Interest, Corporate Governance, Non-Profits

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Jennifer Golden

"Potential New Tax Planning Opportunities for Financially Distressed Pass-Through Entities"

In a decision issued last week, the U.S. Court of Appeals for the Third Circuit held that a debtor’s qualified subchapter S subsidiary (QSub) status is not property of the bankruptcy estate. The Third Circuit’s opinion appears…more

Automatic Stay, Chapter 11, Debtors, LLC, Pass-Through Entities

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David Goldschmidt

"Corporate Finance Alert: Changing the Private Placement Playbook – General Solicitation and General Advertising Now Permitted for Certain Offerings"

On September 23, 2013, new Securities and Exchange Commission rules took effect that: - Eliminate the prohibition against general solicitation and general advertising in private offerings made in reliance on Rule 506 of…more

Bad Actors, General Solicitation, Private Equity, Private Offerings, Regulation D

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Armando Gomez

"Supreme Court Rules on Partnership Tax Shelter Penalties"

In United States v. Woods,1 the U.S. Supreme Court ruled unanimously for the government on two long-brewing disagreements over penalty jurisdiction in the partnership context and over the breadth of valuation misstatement…more

Income Taxes, IRS, SCOTUS, TEFRA, United States v Woods

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Edward Gonzalez

"Treasury and IRS Release FATCA Regulations"

New Regulations Address Some Concerns and Coordinate FATCA Rules with Other Reporting and Withholding Rules - On February 20, 2014, the Department of the Treasury and the IRS issued a comprehensive set of final and…more

FATCA, IGAs, IRS, U.S. Treasury

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Riley Graebner

"The New Barbarians — Shareholder Activists Have Europe in Their Sights"

Shareholder activism has risen significantly since the start of the financial crisis, with global shareholder campaigns increasing by 62 percent since 2010. This growth is partially driven by activist hedge funds, reaping…more

EU, Shareholder Litigation, Shareholders

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Kristen Greeley

The Class Action Chronicle - Spring 2014

This is the third 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

Ascertainable Class, Breach of Contract, Breach of Warranty, Burden of Proof, Butler v Sears

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Robert Green

"Notice 2013-78: IRS Proposes Revisions to Competent Authority Process"

On November 22, 2013, the IRS issued Notice 2013-78, which contains draft Revenue Procedures applicable to requests for competent authority (CA) assistance. The IRS requested comments by March 10, 2014. The Revenue Procedure and…more

Double Taxation, Income Taxes, IRS, Revenue Procedure 2013-12, Tax Reform

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Kenneth Gross

"Recent Developments in Aggregate State Contribution Limits After Supreme Court’s Decision in McCutcheon v. FEC"

On April 2, 2014, the U.S. Supreme Court issued its decision in McCutcheon v. FEC, striking down the aggregate limits imposed on individual contributions under federal law. Although this decision cannot necessarily be read to…more

Campaign Contributions, Campaign Finance Reform, First Amendment, McCutcheon v. FEC, PACs

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Richard J. Grossman

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation…more

Audits, Board of Directors, Compensation Committee, Compliance, Corporate Governance

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Joshua Gruenspecht

"SEC Holds Roundtable on Cybersecurity"

The Securities and Exchange Commission recently held a roundtable on the issues and challenges cybersecurity presents for market participants and public companies. The roundtable is a means by which the SEC Commissioners can…more

Cybersecurity, SEC

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Armand Grumberg

"The New Barbarians — Shareholder Activists Have Europe in Their Sights"

Shareholder activism has risen significantly since the start of the financial crisis, with global shareholder campaigns increasing by 62 percent since 2010. This growth is partially driven by activist hedge funds, reaping…more

EU, Shareholder Litigation, Shareholders

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Hillary Hamilton

The Class Action Chronicle - Spring 2014

This is the third 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

Ascertainable Class, Breach of Contract, Breach of Warranty, Burden of Proof, Butler v Sears

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David Hansen

"FTC Seeks Comment on Collection of Information Relating to Patent Assertion Entities"

On September 27, 2013, the Federal Trade Commission announced that the four sitting Commissioners voted unanimously to seek public comments on a proposal to gather information to examine how patent assertion entities (PAEs) do…more

Corporate Governance, FTC, Patent Assertion Entities, Patent Portfolios, Patent Trolls

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Philip H. Harris

"Gatz Highlights Standards for Affiliated-Party Transactions"

In Gatz Properties, LLC v. Auriga Capital Corp., the Delaware Supreme Court required a manager and controlling member of a Delaware limited liability company to satisfy the entire fairness standard of conduct and judicial review…more

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Michael Hatchard

"Extension of UK Takeover Code Jurisdiction"

On 15 May, the U.K. Takeover Panel (the Panel) published its response to a consultation paper proposing to extend the jurisdiction of the U.K. Takeover Code (the Code). The Panel has concluded that the Code’s jurisdiction should…more

EU, Jurisdiction, Takeover Code

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Ann Hawkins

"CFTC Delays April 10 Compliance Date for Many Swap Data Reporting Requirements"

On April 9, 2013, the Commodity Futures Trading Commission’s (CFTC) Division of Market Oversight, responding to requests from multiple interested parties, issued a no-action letter (the No-Action Letter) extending the April 10,…more

CFTC, Dodd-Frank, End-Users, Legal Entity Identifiers, Major Swap Participants

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James Healy

"Enhancing the Effectiveness of the Listing Regime: FCA Consultation Paper CP 13/15"

Introduction - On 2 October 2012, the Financial Conduct Authority (FCA) published a wide-ranging consultation paper (CP 12/25) on the effectiveness of the listing regime which proposed a number of changes to the Listing…more

Controlling Stockholders, Corporate Governance, FCA, Shareholders, Stock Float

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James Hecht

Negotiations for New International Services Trade Agreement Offer Business Opportunities

The Obama Administration has recently announced its intention to begin negotiating a new agreement aimed at promoting international trade in services. These negotiations, which have received strong backing from both the…more

Barack Obama, Business Opportunities, GATS, International Services Trade Agreements, Negotiations

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Lauren Heller

"SEC Provides Custody Rule Relief for Privately Offered Securities"

On August 1, 2013, the Division of Investment Management of the Securities and Exchange Commission published an IM Guidance Update (the “Update”) regarding Rule 206(4)-2 (the “Custody Rule”) under the Investment Advisers Act of…more

Audits, Custody Rule, GAAP, Investment Advisers Act of 1940, Pooled Investment Vehicles

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Matthew Hendrickson

"FTC Wins Action to Block Hospital-Physician Group Merger"

On the heels of a string of successfully litigated hospital merger challenges, the Federal Trade Commission (FTC) recently expanded its winning streak in the health care industry to include hospital acquisitions of physician…more

FTC, Hospitals, Mergers, The Clayton Act

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Patrick Heneghan

"European Commission Issues Proposals on Private Antitrust Damage Actions and Collective Actions"

On June 11, 2013, the European Commission (Commission) issued a widely anticipated series of proposals designed to advance private antitrust damage and collective actions in Europe. To accomplish this, the Commission issued both…more

Collective Actions, Competition, Compliance, Contingency Fees, Damages

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David Herlihy

"Litigants Continue to Use 'Anti-Suit Injunctions' to Protect Their Arbitration Rights"

Courts occasionally are asked to intervene in a pending arbitration and exercise their injunctive powers. In some cases, litigants seek to have the courts aid the arbitral process by stopping foreign proceedings that interfere…more

Anti-Suit Injunctions, Arbitration, Arbitration Agreements, UK, UNCITRAL

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Hal Hicks

"OECD Draft Report: The Digital Economy and Its Tax Challenges"

On March 24, 2014, the Organisation for Economic Co-operation and Development (OECD) published a discussion draft report on the tax challenges facing the digital economy (the DE Report). This draft report is issued in connection…more

EU, International Tax Issues, OECD, Tax Liability

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Amber Hilliard

"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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Michael K. Hoffman

"NFA Requests Comments on Capital Requirements and Additional Customer Protection Measures for CPOs and CTAs"

The National Futures Association (NFA) recently issued a notice requesting comments on the advisability of subjecting registered commodity pool operators (CPOs) and registered commodity trading advisors (CTAs) to minimum capital…more

Capital Requirements, Commodity Pool, CPO, CTA, NFA

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Matthew Hofheimer

"Treasury and IRS Move to Implement FATCA as 2014 Start Date Approaches"

On October 29, 2013, the IRS issued Notice 2013-69 as the next step in implementing far-reaching legislation commonly known as the Foreign Account Tax Compliance Act (FATCA). Congress enacted FATCA in 2010 as part of the…more

Deadlines, FATCA, HIRE Act, IRS, Tax Evasion

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Victor Hollender

"IRS Introduces Long-Awaited Proposed Regulations Addressing the Allocation of Partnership Liabilities and Partnership Disguised Sales"

On January 29, 2014, the Internal Revenue Service (the IRS) and the Treasury Department (Treasury) introduced a long-awaited package of proposed regulations (the Proposed Regulations) that would significantly change the rules…more

Business Taxes, IRS, Partnerships, Tax Liability

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Ki Hong

"Recent Developments in Aggregate State Contribution Limits After Supreme Court’s Decision in McCutcheon v. FEC"

On April 2, 2014, the U.S. Supreme Court issued its decision in McCutcheon v. FEC, striking down the aggregate limits imposed on individual contributions under federal law. Although this decision cannot necessarily be read to…more

Campaign Contributions, Campaign Finance Reform, First Amendment, McCutcheon v. FEC, PACs

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Scott Hopkins

"The New Barbarians — Shareholder Activists Have Europe in Their Sights"

Shareholder activism has risen significantly since the start of the financial crisis, with global shareholder campaigns increasing by 62 percent since 2010. This growth is partially driven by activist hedge funds, reaping…more

EU, Shareholder Litigation, Shareholders

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Matthias Horbach

"German Bundestag Approves Law Regulating High Frequency Trading"

The lower chamber of German parliament (Bundestag) approved last week a draft act regulating high frequency trading in Germany. The chamber of the federal states (Bundesrat) is scheduled to vote on the act on March 22. If…more

Grandfathering Rules, High Frequency Trading, Licenses

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Jessica Hough

"Recent Developments in Tax Law: Impact on Corporate Tax Strategies in 2014"

Recent changes in IRS private letter ruling policy likely will result in greater taxpayer reliance on tax opinions, which may impact certain corporate strategies in the coming year. Tax-Free Spin-Offs - During…more

Corporate Taxes, Income Taxes, IRS, Private Letter Rulings, Privilege Waivers

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Adam Howard

"Enhancing the Effectiveness of the Listing Regime: FCA Consultation Paper CP 13/15"

Introduction - On 2 October 2012, the Financial Conduct Authority (FCA) published a wide-ranging consultation paper (CP 12/25) on the effectiveness of the listing regime which proposed a number of changes to the Listing…more

Controlling Stockholders, Corporate Governance, FCA, Shareholders, Stock Float

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Peter Huang

"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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Chris Hutley-Hurst

"OECD Draft Report: The Digital Economy and Its Tax Challenges"

On March 24, 2014, the Organisation for Economic Co-operation and Development (OECD) published a discussion draft report on the tax challenges facing the digital economy (the DE Report). This draft report is issued in connection…more

EU, International Tax Issues, OECD, Tax Liability

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Stephan Hutter

"OFAC and German Foreign Trade Regulations: Underwriters Attempt to Square the Circle"

When negotiating underwriting and purchase agreements for securities offerings by German issuers, legal advisers face conflicting requirements under U.S. economic sanctions laws administered by the Office of Foreign Assets…more

EU, OFAC, Trade Policy, Underwriting

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David Ingles

"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 Litigation, Shareholders

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Collin Janus

"Federal Reserve Proposes Bank Liquidity Requirements That Exceed the Basel III Standard"

The Federal Reserve Board (Board) yesterday approved a proposed rule requiring larger U.S. banking organizations maintain liquid assets in an amount sufficient to meet the liquidity requirements determined under the rule,…more

Banks, Basel III, Federal Reserve, Liquidity Coverage Ratio

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Ian John

"FTC Wins Action to Block Hospital-Physician Group Merger"

On the heels of a string of successfully litigated hospital merger challenges, the Federal Trade Commission (FTC) recently expanded its winning streak in the health care industry to include hospital acquisitions of physician…more

FTC, Hospitals, Mergers, The Clayton Act

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Ryan Junck

"Government Enforcement: Aggressive Efforts Continue Around the Globe"

Government enforcement efforts in 2013 produced major settlements of matters relating to the global financial crisis, high-profile insider trading convictions, near-record amounts of FCPA settlements, and new pledges of robust…more

Compliance, Cross-Border, DOJ, Enforcement Actions, FCPA

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John Kabealo

"National Security Reviews of Foreign Investments in US Businesses Show No Signs of Slowdown in 2014"

Over the past two years, the Committee on Foreign Investment in the United States (CFIUS) has applied increased scrutiny to foreign investments in U.S. businesses. CFIUS reviews the national security implications of such…more

CFIUS, Foreign Investment, National Security

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Richard Kadlick

"Agencies Propose Revised Risk Retention Rule"

On August 28, 2013, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the U.S. Securities and Exchange Commission, the Federal Housing…more

Dodd-Frank, FDIC, Federal Reserve, FHFA, HUD

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Stacy Kanter

"Entering a New Regulatory Era Under the Final Volcker Rule"

In December 2013, five U.S. financial regulatory agencies adopted final regulations to implement the Volcker Rule. As expressed in the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Volcker Rule generally…more

Banks, Collateralized Debt Obligations, Dodd-Frank, FDIC, Proprietary Trading

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Jay Kasner

"Inside the Courts: Supreme Court Agrees to Review American Pipe Tolling Issue"

This morning, the Supreme Court granted the writ of certiorari in Public Employees Retirement System of Mississippi v. IndyMacMBS, Inc. The petition raises an issue regarding the application of American Pipe tolling to claims…more

American Pipe & Construction Co. v. Utah, Class Action, COTUS, Securities Act of 1933, Statute of Limitations

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Laura Kaufmann Belkhayat

"Entering a New Regulatory Era Under the Final Volcker Rule"

In December 2013, five U.S. financial regulatory agencies adopted final regulations to implement the Volcker Rule. As expressed in the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Volcker Rule generally…more

Banks, Collateralized Debt Obligations, Dodd-Frank, FDIC, Proprietary Trading

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Katja Kaulamo

"Alternative Transaction Structures: The 'New Normal' in Volatile German Capital Markets"

During the past two years the European equity capital markets have shown clear signs of recovery. However, these markets continue to experience more volatility than before the global financial crisis. Virtually every market…more

Block Trades, EU, Foreign Investment, Investors, IPO

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David Kavanagh

"The Increasing Appeal and Novel Use of Bilateral Investment Treaties"

Over the last 20 years, bilateral investment treaties (BITs) have provided foreign investors with basic safeguards against expropriation and related risks and guarantee the right to bring claims before a neutral arbitral…more

Arbitration, Bilateral Investment Treaties, Expropriation, Foreign Investment, ICSID

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Julia Kazaks

"Recent Developments in Tax Law: Impact on Corporate Tax Strategies in 2014"

Recent changes in IRS private letter ruling policy likely will result in greater taxpayer reliance on tax opinions, which may impact certain corporate strategies in the coming year. Tax-Free Spin-Offs - During…more

Corporate Taxes, Income Taxes, IRS, Private Letter Rulings, Privilege Waivers

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Allon Kedem

"US Supreme Court Cases to Watch in 2014"

The U.S. Supreme Court will rule on numerous significant cases in 2014, involving such issues as presidential power, affirmative action, campaign contributions, environmental regulations, intellectual property, commercial…more

Affirmative Action, Affordable Care Act, Alice Corporation, Atlantic Marine Construction Company, BG Group v Republic of Argentina

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James Keyte

"Antitrust and Competition: Nonmerger Enforcement Activity Heats Up on Both Sides of the Atlantic"

U.S. and European antitrust agencies had similar enforcement priorities last year, a trend we expect to continue in 2014. Nonmerger enforcement will continue to focus on intellectual property, financial services and…more

Anticompetitive Agreements, Antitrust Conspiracies, Antitrust Investigations, Antitrust Litigation, Class Action

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Richard Kidd

Employment Flash - July 2013

In This Issue: - U.S. Supreme Court Issues Two Important Decisions Under Title VII - Supreme Court Holds Lone Plaintiff’s FLSA Collective Action Is Moot When Claims Are Resolved Before Certification -…more

Class Action, Class Arbitration, Class Certification, Collective Actions, Discrimination

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Kenton King

"FTC Seeks Comment on Collection of Information Relating to Patent Assertion Entities"

On September 27, 2013, the Federal Trade Commission announced that the four sitting Commissioners voted unanimously to seek public comments on a proposal to gather information to examine how patent assertion entities (PAEs) do…more

Corporate Governance, FTC, Patent Assertion Entities, Patent Portfolios, Patent Trolls

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Bradley Klein

"Government Enforcement: Aggressive Efforts Continue Around the Globe"

Government enforcement efforts in 2013 produced major settlements of matters relating to the global financial crisis, high-profile insider trading convictions, near-record amounts of FCPA settlements, and new pledges of robust…more

Compliance, Cross-Border, DOJ, Enforcement Actions, FCPA

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Martin Klepper

"Department of Energy to Support Advanced Fossil Energy Projects"

On July 2, 2013, the U.S. Department of Energy (DOE) announced the release of a draft loan guarantee solicitation intended to support advanced fossil energy projects in the United States that avoid, reduce or sequester air…more

DOE, Energy, Energy Policy, Loans, Natural Resources

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Denis Klimentchenko

"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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Theodore M. Kneller

"SEC Proposes Security-Based Swap Recordkeeping, Reporting and Notification Requirements and Capital Rules for SEC Registrants"

On April 17, 2014, the Securities and Exchange Commission (SEC) proposed new regulations that would implement the recordkeeping, reporting and notification requirements of the Dodd-Frank Wall Street Reform and Consumer…more

Capital Requirements, Dodd-Frank, Notice Requirements, Recordkeeping Requirements, Reporting Requirements

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Ronald Kohut

Employment Flash - July 2013

In This Issue: - U.S. Supreme Court Issues Two Important Decisions Under Title VII - Supreme Court Holds Lone Plaintiff’s FLSA Collective Action Is Moot When Claims Are Resolved Before Certification -…more

Class Action, Class Arbitration, Class Certification, Collective Actions, Discrimination

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Daniel S. Konar II

"Mandatory SEF/DCM Trading Begins for Certain Interest Rate Swaps"

As of February 15, 2014, certain types of fixed-for-floating interest rate swaps must be executed on a swap execution facility (SEF) or a designated contract market (DCM), unless an exception applies (e.g., the commercial…more

CFTC, Credit Default Swaps, Interest Rate Swaps, MTFs, SEFs

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Phyllis Korff

"The JOBS Act: The Resurgent IPO Market and What We Learned in Year Two"

Almost two years have passed since the Jumpstart Our Business Startups Act (the JOBS Act) was signed into law to ease regulatory burdens on smaller companies and facilitate public and private capital formation. The provisions…more

Dodd-Frank, Emerging Growth Companies, Financial Regulatory Reform, FINRA, Funding

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Jonathan Koslow

"New York State Implements Major Changes to Its Estate and Gift Taxes"

On April 1, 2014, New York Gov. Andrew M. Cuomo signed into law the Executive Budget for 2014-2015, which includes significant changes to the state’s estate and gift tax regimes, as well as changes to the income taxation of…more

Estate Planning, Estate Tax, Gift Tax

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Matthew Kramer

"Notice 2013-78: IRS Proposes Revisions to Competent Authority Process"

On November 22, 2013, the IRS issued Notice 2013-78, which contains draft Revenue Procedures applicable to requests for competent authority (CA) assistance. The IRS requested comments by March 10, 2014. The Revenue Procedure and…more

Double Taxation, Income Taxes, IRS, Revenue Procedure 2013-12, Tax Reform

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Paul Kraske

"New York State Issues RFP to Deploy $200 Million for Clean Energy Projects"

On February 5, the newly created New York State Green Bank issued its first request for proposals for clean energy projects in the state looking to access the Green Bank’s range of credit facilities…more

Clean Energy, Funding, Green Banks, Renewable Energy

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Brian Krause

"IRS Introduces Long-Awaited Proposed Regulations Addressing the Allocation of Partnership Liabilities and Partnership Disguised Sales"

On January 29, 2014, the Internal Revenue Service (the IRS) and the Treasury Department (Treasury) introduced a long-awaited package of proposed regulations (the Proposed Regulations) that would significantly change the rules…more

Business Taxes, IRS, Partnerships, Tax Liability

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Margaret E. Krawiec

"BP's Settlement With DOJ: Lessons Learned Within the Congressional Investigations Arena"

On November 15, 2012, the U.S. Department of Justice announced that BP Exploration and Production Inc. (BP) has agreed to plead guilty to a 14-count criminal information and pay a record $4 billion in criminal fines and…more

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Peter C. Krupp

"Executive Compensation and Benefits Alert: Decision Clarifies That PE Funds Are Not Subject to 'Controlled Group' Liability"

Private equity funds (PE funds) and their advisors long have been concerned that a fund (or its other portfolio companies) may be liable for unfunded pension plan liabilities of one of its portfolio companies. However, in a…more

ERISA, Executive Compensation, PBGC, Private Equity Funds

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Lea Haber Kuck

"US Supreme Court Further Limits Jurisdictional Reach of the US Courts Over Foreign Torts"

The U.S. Supreme Court began 2014 by issuing a decision limiting the ability of plaintiffs to assert tort claims against foreign corporations in the U.S. courts based on events occurring outside the United States. In Daimler AG…more

Alien Tort Statute, DaimlerChrysler v Bauman, Foreign Corporations, International Litigation, Jurisdiction

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Ken Kumayama

Privacy & Cybersecurity Update - April 2013

In This Issue: - Data-Breach Class Actions After the Supreme Court Decision in Clapper - California Supreme Court Holds That Song-Beverly Credit Card Act Does Not Apply to Online Purchases - Massachusetts…more

Clapper v. Amnesty International, Class Action, Credit Cards, Cyber Threats, Data Collection

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Jessica Raatz Kunz

Delaware Supreme Court Establishes New Standard Of Review For Controlling Stockholder Going-Private Mergers

In a landmark decision issued this morning, the Delaware Supreme Court held for the first time in Kahn v. M&F Worldwide Corp. that the deferential business judgment standard of review should apply to a merger between a…more

Controlling Stockholders, Going-Private Transactions, Shareholders, Standard of Review

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Daniel Kurtz

"Exempt and Nonprofit Organizations Alert: New York Non-Profit Revitalization Act"

The Non-Profit Revitalization Act of 2013 (the Act) (S5845/A8072), which effects the first major overhaul of the New York Not-for-Profit Corporation Law (the NPCL) in four decades, will be signed into law by New York Governor…more

Audits, Board of Directors, Conflicts of Interest, Corporate Governance, Non-Profits

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Vivienne LaBorde

"Exempt and Nonprofit Organizations Alert: IRS Addresses UBTI and Executive Compensation Issues"

IRS Addresses Issues of Unrelated Business Taxable Income and Executive Compensation in Colleges and Universities Compliance Project Report - On April 25, 2013, the Internal Revenue Service (IRS) released its Final Report…more

Business Taxes, Executive Compensation, Exempt Organizations, IRS

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Josh LaGrange

General Solicitation and Bad Actor Guidance from the SEC

The Securities and Exchange Commission (the “SEC”) has released a series of Compliance and Disclosure Interpretations (the “Interpretations”) recently addressing the general solicitation exemption under new Rule 506(c) of…more

Bad Actors, Compliance, Dodd-Frank, General Solicitation, JOBS Act

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Lauren Laitin

"Recent Developments in Tax Law: Impact on Corporate Tax Strategies in 2014"

Recent changes in IRS private letter ruling policy likely will result in greater taxpayer reliance on tax opinions, which may impact certain corporate strategies in the coming year. Tax-Free Spin-Offs - During…more

Corporate Taxes, Income Taxes, IRS, Private Letter Rulings, Privilege Waivers

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Edward Lam

"Hong Kong Stock Exchange and SFC Release New Joint Policy Statement on Listing of Overseas Companies in Hong Kong"

Introduction - In March 2007, The Stock Exchange of Hong Kong Limited (the HKEx) and the Securities and Futures Commission of Hong Kong (the SFC) issued a joint policy statement on the listing of overseas companies in…more

Foreign Exchanges, Hong Kong, IOSCO, SFC, Stocks

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Emily Lam

"Exempt and Nonprofit Organizations Alert: New York Non-Profit Revitalization Act"

The Non-Profit Revitalization Act of 2013 (the Act) (S5845/A8072), which effects the first major overhaul of the New York Not-for-Profit Corporation Law (the NPCL) in four decades, will be signed into law by New York Governor…more

Audits, Board of Directors, Conflicts of Interest, Corporate Governance, Non-Profits

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Allison L. Land

"Proposed Amendments to the Delaware General Corporation Law"

On April 17, 2014, the Corporation Law Section of the Delaware State Bar Association proposed legislation that, if adopted, would amend the Delaware General Corporation Law (the DGCL) in a number of important ways. Proposed…more

Controlling Stockholders, Corporate Governance, Proposed Amendments, Shareholders, Stocks

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Joseph Larkin

Delaware Supreme Court Establishes New Standard Of Review For Controlling Stockholder Going-Private Mergers

In a landmark decision issued this morning, the Delaware Supreme Court held for the first time in Kahn v. M&F Worldwide Corp. that the deferential business judgment standard of review should apply to a merger between a…more

Controlling Stockholders, Going-Private Transactions, Shareholders, Standard of Review

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Shaun Lascelles

"UK Regulators to be Given Power to Break Up UK Banks"

The U.K. Government recently published the Financial Services (Banking) Reform Bill (the “Bill”) which implements the key recommendations of the U.K.’s Independent Commission on Banking (the “ICB”). The ICB was established in…more

EU, Financial Conduct Authority, Investment Funds, Prudential Regulation Authority, Ring-Fencing

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Andrew Lawrence

"The SEC’s Renewed Scrutiny on Accounting Cases: Expected Focus Areas and How Companies Can Prepare"

The U.S. Securities and Exchange Commission (SEC or Commission) has announced plans to reinvigorate its enforcement efforts with respect to accounting issues. These plans include adding dedicated personnel and using data mining…more

Accounting, Audits, Data Mining, Enforcement Actions, Financial Reporting

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Andre LeDuc

"Potential New Tax Planning Opportunities for Financially Distressed Pass-Through Entities"

In a decision issued last week, the U.S. Court of Appeals for the Third Circuit held that a debtor’s qualified subchapter S subsidiary (QSub) status is not property of the bankruptcy estate. The Third Circuit’s opinion appears…more

Automatic Stay, Chapter 11, Debtors, LLC, Pass-Through Entities

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Neil M. Leff

"Executive Compensation and Benefits Alert: Ways and Means Tax Reform Bill Proposes Fundamental Changes to Executive Compensation"

House Ways and Means Committee Chairman David Camp (R-Mich.) has proposed a draft tax reform plan (the Proposal) containing sweeping changes to the Internal Revenue Code (the Code), including a number of major executive…more

Deferred Compensation, Equity Compensation, Executive Compensation, Legislative Agendas, Pensions

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J.J. Harwayne Leitner

"Exempt and Nonprofit Organizations Alert: New York Non-Profit Revitalization Act"

The Non-Profit Revitalization Act of 2013 (the Act) (S5845/A8072), which effects the first major overhaul of the New York Not-for-Profit Corporation Law (the NPCL) in four decades, will be signed into law by New York Governor…more

Audits, Board of Directors, Conflicts of Interest, Corporate Governance, Non-Profits

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David B. Leland

"Second Circuit Vacates Conviction Based on Off-Label Promotion, Deals Blow to Government Theory in Drug Marketing Cases"

In a much-anticipated opinion, the U.S. Court of Appeals for the Second Circuit vacated and remanded the conviction of Alfred Caronia, a former pharmaceutical sales representative convicted of conspiring to introduce a…more

Commercial Speech, Criminal Prosecution, FDCA, Free Speech, Healthcare

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Karen Hoffman Lent

"Supreme Court Decides Parens Patriae Suits Must Remain in State Court"

On January 14, 2014, the U.S. Supreme Court held in an unanimous decision that parens patriae lawsuits filed by state attorneys general alleging only violations of state law may not be removed to federal court under the Class…more

CAFA, Class Action, DOJ, Manufacturers, Parens Patriae

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Riccardo Leofanti

"At-the-Market Offerings Under the MJDS"

Given the recent volatility and uncertainty in the capital markets, many Canadian issuers, particularly those in the resources sector, are hesitant to commit to traditional, fully marketed follow-on public offerings due to…more

Canada, Issuers, MJDS, Public Offerings, SEC

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Stuart D. Levi

Privacy & Cybersecurity Update - March 2014

In This Issue: - EU Parliament Cements Position on Privacy Protection Reform - EU Parliament Passes Cybersecurity Directive - SEC Holds Roundtable on Cybersecurity - EU and APEC Introduce Guide for Cross-Border…more

APEC, Class Action, Cybersecurity, Data Breach, Data Protection

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David Levy

"OECD Draft Report: The Digital Economy and Its Tax Challenges"

On March 24, 2014, the Organisation for Economic Co-operation and Development (OECD) published a discussion draft report on the tax challenges facing the digital economy (the DE Report). This draft report is issued in connection…more

EU, International Tax Issues, OECD, Tax Liability

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Evan R. Levy

"Penn National Gaming, Inc. Announces First-Ever Tax-Free PropCo REIT Spin"

Penn National Gaming, Inc. (PNG) announced last evening the first-ever tax-free spin-off of a “PropCo” real estate investment trust (REIT) from a taxable C corporation. PNG intends to separate its real property gaming facilities…more

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Robert Lighthizer

Negotiations for New International Services Trade Agreement Offer Business Opportunities

The Obama Administration has recently announced its intention to begin negotiating a new agreement aimed at promoting international trade in services. These negotiations, which have received strong backing from both the…more

Barack Obama, Business Opportunities, GATS, International Services Trade Agreements, Negotiations

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Raymond Ling

"SEC Provides Updated Guidance on ‘Knowledgeable Employee’ Status Under the Investment Company Act of 1940"

On February 6, 2014, the Division of Investment Management of the Securities and Exchange Commission (the “SEC”) issued a no-action letter to the Managed Funds Association (the “MFA No-Action Letter”) providing updated guidance…more

Compliance, Investment Company Act of 1940, No-Action Letters, SEC

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Gregory Litt

"New York’s Highest Court Refuses to Allow Judgment Enforcement Against International Bank Subsidiaries"

This week, the New York Court of Appeals, New York’s highest state court, issued a unanimous opinion in Commonwealth of the Northern Mariana Islands v. Canadian Imperial Bank of Commerce, 2013 N.Y. Slip Op. 03018 (N.Y. Apr. 30,…more

Foreign Banks, Judgment Creditors, Subsidiaries, Turnover Order

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Heather Lohman

The Class Action Chronicle - Spring 2014

This is the third 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

Ascertainable Class, Breach of Contract, Breach of Warranty, Burden of Proof, Butler v Sears

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Michael K. Loucks

"Health Care and Life Sciences: Affordable Care Act Rollout to Impact M&A and Enforcement Activity"

Health care and life sciences companies face a variety of issues in 2014, including further difficulties with the Affordable Care Act (ACA) rollout because of legal and logistical challenges, the potential dampening of…more

Affordable Care Act, CMS, Enforcement Actions, Healthcare, Healthcare Reform

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Paola Lozano

"Trends to Watch and Opportunities to Catch in Latin America"

Concerns over slow growth in most economies; uncertainty about governments’ incentive strategies, including the U.S. winding down its bond-buying program; volatility in the stock markets globally; and inflation and deflation…more

Brazil, Chile, Economic Development, Foreign Investment, Mexico

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Gregory M. Luce

"Health Care and Life Sciences: Affordable Care Act Rollout to Impact M&A and Enforcement Activity"

Health care and life sciences companies face a variety of issues in 2014, including further difficulties with the Affordable Care Act (ACA) rollout because of legal and logistical challenges, the potential dampening of…more

Affordable Care Act, CMS, Enforcement Actions, Healthcare, Healthcare Reform

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John Lyons

"FTC Wins Action to Block Hospital-Physician Group Merger"

On the heels of a string of successfully litigated hospital merger challenges, the Federal Trade Commission (FTC) recently expanded its winning streak in the health care industry to include hospital acquisitions of physician…more

FTC, Hospitals, Mergers, The Clayton Act

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Khalil Maalouf

"Regulators Renew Their Focus on Anti-Money Laundering Compliance"

A resurgence in anti-money laundering (AML) enforcement over the last few years reflects a renewed post-crisis focus on compliance with the regulatory requirements of the Bank Secrecy Act (BSA) imposed on banks (AML Compliance)…more

Anti-Corruption, Anti-Money Laundering, Bank Secrecy Act, Banks, Compliance

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Gary MacDonald

"Antitrust and Competition: Nonmerger Enforcement Activity Heats Up on Both Sides of the Atlantic"

U.S. and European antitrust agencies had similar enforcement priorities last year, a trend we expect to continue in 2014. Nonmerger enforcement will continue to focus on intellectual property, financial services and…more

Anticompetitive Agreements, Antitrust Conspiracies, Antitrust Investigations, Antitrust Litigation, Class Action

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Jennifer Madden

"Enforcement of Make-Whole Provisions in Bankruptcy: The Importance of Careful Drafting"

Indentures typically contain provisions that offer protection to bondholders and borrowers in the event of early repayment of or, in some instances, default on the loan. This includes make-whole provisions, which traditionally…more

Bonds, Chapter 11, Commercial Bankruptcy, Contract Drafting, Ipso Facto Clauses

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Colleen Mahoney

"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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Chris Mallon

"EU Banking Union: Political Agreement Reached on Single Resolution Mechanism"

On March 20, 2014, the European Parliament announced that it had reached political agreement with the European Council on the regulation implementing a single resolution mechanism (SRM), which is an essential element of the…more

Banking Sector, Banks, EU, Financial Regulatory Reform, Foreign Banks

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Megan Manfred

The Class Action Chronicle - Spring 2014

This is the third 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

Ascertainable Class, Breach of Contract, Breach of Warranty, Burden of Proof, Butler v Sears

See All Updates »

Steven Matays

"Potential New Tax Planning Opportunities for Financially Distressed Pass-Through Entities"

In a decision issued last week, the U.S. Court of Appeals for the Third Circuit held that a debtor’s qualified subchapter S subsidiary (QSub) status is not property of the bankruptcy estate. The Third Circuit’s opinion appears…more

Automatic Stay, Chapter 11, Debtors, LLC, Pass-Through Entities

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Judith Mather

"Supreme Court Rules on Partnership Tax Shelter Penalties"

In United States v. Woods,1 the U.S. Supreme Court ruled unanimously for the government on two long-brewing disagreements over penalty jurisdiction in the partnership context and over the breadth of valuation misstatement…more

Income Taxes, IRS, SCOTUS, TEFRA, United States v Woods

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Matthew Matule

"Inside the Courts: Supreme Court Agrees to Review American Pipe Tolling Issue"

This morning, the Supreme Court granted the writ of certiorari in Public Employees Retirement System of Mississippi v. IndyMacMBS, Inc. The petition raises an issue regarding the application of American Pipe tolling to claims…more

American Pipe & Construction Co. v. Utah, Class Action, COTUS, Securities Act of 1933, Statute of Limitations

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Dominic McCahill

"English Schemes of Arrangement Expand to Continental Europe and Beyond"

A scheme of arrangement is a tool of English corporate law that has been used in M&A and restructurings for decades. A company implementing a scheme has complete freedom to choose with which groups of shareholders and creditors…more

EU, Restructuring, Schemes of Arrangement, Shareholders, UK

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W. Graham McCall

"SEC Proposes Security-Based Swap Recordkeeping, Reporting and Notification Requirements and Capital Rules for SEC Registrants"

On April 17, 2014, the Securities and Exchange Commission (SEC) proposed new regulations that would implement the recordkeeping, reporting and notification requirements of the Dodd-Frank Wall Street Reform and Consumer…more

Capital Requirements, Dodd-Frank, Notice Requirements, Recordkeeping Requirements, Reporting Requirements

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Mark McDermott

"Using Chapter 11 to Restructure Non-US and Multinational Companies"

Chapter 11 of the U.S. Bankruptcy Code is the most well-developed law of any insolvency regime in the world for helping troubled companies restructure their affairs. Some nations, like Canada and the United Kingdom, also have…more

Chapter 11, Commercial Bankruptcy, Insolvency, Multinationals, Restructuring

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James McDonald

"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

See All Updates »

Coleen McGrath

"Exempt and Nonprofit Organizations Alert: New York Non-Profit Revitalization Act"

The Non-Profit Revitalization Act of 2013 (the Act) (S5845/A8072), which effects the first major overhaul of the New York Not-for-Profit Corporation Law (the NPCL) in four decades, will be signed into law by New York Governor…more

Audits, Board of Directors, Conflicts of Interest, Corporate Governance, Non-Profits

See All Updates »

Paul McLaughlin

"IRS Announces New IDR Enforcement Process"

On November 4, 2013, the Internal Revenue Service released an internal directive that completes a two-part process of reshaping the dynamic between taxpayers and IRS examiners during the information-gathering phase of an audit…more

Corporate Counsel, Corporate Taxes, Document Requests, Enforcement, IRS

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Ron E. Meisler

"Executive Compensation and Benefits Alert: Decision Clarifies That PE Funds Are Not Subject to 'Controlled Group' Liability"

Private equity funds (PE funds) and their advisors long have been concerned that a fund (or its other portfolio companies) may be liable for unfunded pension plan liabilities of one of its portfolio companies. However, in a…more

ERISA, Executive Compensation, PBGC, Private Equity Funds

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Edward Micheletti

"Inside the Courts: Supreme Court Agrees to Review American Pipe Tolling Issue"

This morning, the Supreme Court granted the writ of certiorari in Public Employees Retirement System of Mississippi v. IndyMacMBS, Inc. The petition raises an issue regarding the application of American Pipe tolling to claims…more

American Pipe & Construction Co. v. Utah, Class Action, COTUS, Securities Act of 1933, Statute of Limitations

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Sven Mickisch

"EU Banking Union: Political Agreement Reached on Single Resolution Mechanism"

On March 20, 2014, the European Parliament announced that it had reached political agreement with the European Council on the regulation implementing a single resolution mechanism (SRM), which is an essential element of the…more

Banking Sector, Banks, EU, Financial Regulatory Reform, Foreign Banks

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David Midvidy

"Agencies Propose Revised Risk Retention Rule"

On August 28, 2013, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the U.S. Securities and Exchange Commission, the Federal Housing…more

Dodd-Frank, FDIC, Federal Reserve, FHFA, HUD

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Michael Mies

"The Resurgence of Japanese Outbound M&A"

The Nikkei has skyrocketed more than 50 percent over the last six months. Goldman Sachs has issued a report predicting a further 20 percent gain in the index before year-end. Japanese companies were the third-most active group…more

Abenomics, Economic Development, Outbound Acquisitions

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Melissa Miles

"Recent Developments in Aggregate State Contribution Limits After Supreme Court’s Decision in McCutcheon v. FEC"

On April 2, 2014, the U.S. Supreme Court issued its decision in McCutcheon v. FEC, striking down the aggregate limits imposed on individual contributions under federal law. Although this decision cannot necessarily be read to…more

Campaign Contributions, Campaign Finance Reform, First Amendment, McCutcheon v. FEC, PACs

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Jessica Miller

Privacy & Cybersecurity Update - March 2014

In This Issue: - EU Parliament Cements Position on Privacy Protection Reform - EU Parliament Passes Cybersecurity Directive - SEC Holds Roundtable on Cybersecurity - EU and APEC Introduce Guide for Cross-Border…more

APEC, Class Action, Cybersecurity, Data Breach, Data Protection

See All Updates »

Maxwell Miller

"Potential New Tax Planning Opportunities for Financially Distressed Pass-Through Entities"

In a decision issued last week, the U.S. Court of Appeals for the Third Circuit held that a debtor’s qualified subchapter S subsidiary (QSub) status is not property of the bankruptcy estate. The Third Circuit’s opinion appears…more

Automatic Stay, Chapter 11, Debtors, LLC, Pass-Through Entities

See All Updates »

Barbara R. Mirza

"Executive Compensation and Benefits Alert: Ways and Means Tax Reform Bill Proposes Fundamental Changes to Executive Compensation"

House Ways and Means Committee Chairman David Camp (R-Mich.) has proposed a draft tax reform plan (the Proposal) containing sweeping changes to the Internal Revenue Code (the Code), including a number of major executive…more

Deferred Compensation, Equity Compensation, Executive Compensation, Legislative Agendas, Pensions

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Brian Mohr

"Revised HSR Thresholds to Become Effective February 24, 2014"

On January 23, 2014, the Federal Trade Commission (FTC) published in the Federal Register its previously announced revised thresholds for determining whether companies are required to notify federal antitrust authorities about a…more

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

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Christopher Morgan

"At-the-Market Offerings Under the MJDS"

Given the recent volatility and uncertainty in the capital markets, many Canadian issuers, particularly those in the resources sector, are hesitant to commit to traditional, fully marketed follow-on public offerings due to…more

Canada, Issuers, MJDS, Public Offerings, SEC

See All Updates »

Peter Morrison

"Inside the Courts: Supreme Court Agrees to Review American Pipe Tolling Issue"

This morning, the Supreme Court granted the writ of certiorari in Public Employees Retirement System of Mississippi v. IndyMacMBS, Inc. The petition raises an issue regarding the application of American Pipe tolling to claims…more

American Pipe & Construction Co. v. Utah, Class Action, COTUS, Securities Act of 1933, Statute of Limitations

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Giorgio Motta

"European Parliament Approves Proposed Directive on Private Antitrust Damages Actions"

On April 17, 2014, the European Parliament overwhelmingly approved the European Commission’s proposal for a directive on private antitrust damages actions (the Directive). The Directive is intended to facilitate antitrust…more

Antitrust Litigation, Antitrust Provisions, Damages, EU

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Alessandra K. Murata

"Executive Compensation and Benefits Alert: Ways and Means Tax Reform Bill Proposes Fundamental Changes to Executive Compensation"

House Ways and Means Committee Chairman David Camp (R-Mich.) has proposed a draft tax reform plan (the Proposal) containing sweeping changes to the Internal Revenue Code (the Code), including a number of major executive…more

Deferred Compensation, Equity Compensation, Executive Compensation, Legislative Agendas, Pensions

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Audrey Murga

"SEC’s Proposed CEO Pay Ratio Disclosure Rules — Costly and Complicated"

The SEC has proposed rules to implement the “CEO pay ratio” disclosure requirements under Section 953(b) of the Dodd-Frank Act. The proposed rules would require many SEC reporting companies to publicly disclose the…more

Annual Filings, Annual Reports, CEOs, Dodd-Frank, Executive Compensation

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Allan Murray-Jones

"UK Regulators Begin the Shake-Up of Asset Managers’ Use of Dealing Commission"

On 25 November 2013, the U.K.’s Financial Conduct Authority (the FCA) issued a consultation paper proposing new rules to clarify the circumstances in which U.K. asset managers can currently pay dealing commission (CP13/17)…more

Asset Management, Broker-Dealer, FCA, Sales Commissions, UK

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Scott Musoff

"Securities Litigation Landscape Continues to Evolve in 2014"

In 2013, the U.S. Supreme Court weighed in on significant securities litigation issues, including the fraud-on-the-market presumption and the SEC’s use of the discovery rule. With numerous important cases pending on topics such…more

Discovery Rule, Enforcement Actions, Fraud-on-the-Market, Sarbanes-Oxley, SCOTUS

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Karyl Nairn

"European Commission Issues Proposals on Private Antitrust Damage Actions and Collective Actions"

On June 11, 2013, the European Commission (Commission) issued a widely anticipated series of proposals designed to advance private antitrust damage and collective actions in Europe. To accomplish this, the Commission issued both…more

Collective Actions, Competition, Compliance, Contingency Fees, Damages

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John Nannes

"US Department of Justice Extradites First Foreign National on Antitrust Charge"

On April 4, 2014, the United States Department of Justice’s Antitrust Division (DOJ) announced the first-ever successful extradition on an antitrust charge. A German appeals court had approved the extradition of Romano…more

Antitrust Investigations, Criminal Sanctions, DOJ, Extradition, Foreign Nationals

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Steven Napolitano

The Class Action Chronicle - Spring 2014

This is the third 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

Ascertainable Class, Breach of Contract, Breach of Warranty, Burden of Proof, Butler v Sears

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Timothy A. Nelsen

"Executive Compensation and Benefits Alert: Skadden’s Proxy Watch: Latest 2013 Say-on-Pay Trends and a Proxy Litigation Update"

As the 2013 proxy season heads into its final weeks, we are continuing to monitor say-on-pay vote results and supplemental filing trends, as well as the most recent waves of proxy-related litigation, and have the following…more

Dodd-Frank, Employee Benefits, Executive Compensation, Glass Lewis, ISS

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Timothy Nelson

"Executive Compensation and Benefits Alert: Ways and Means Tax Reform Bill Proposes Fundamental Changes to Executive Compensation"

House Ways and Means Committee Chairman David Camp (R-Mich.) has proposed a draft tax reform plan (the Proposal) containing sweeping changes to the Internal Revenue Code (the Code), including a number of major executive…more

Deferred Compensation, Equity Compensation, Executive Compensation, Legislative Agendas, Pensions

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Douglas Nemec

"Intellectual Property and Technology: Patent Issues to Watch in 2014"

With key provisions of the America Invents Act (AIA) taking effect and a host of controversial U.S. Supreme Court decisions, 2013 was another active year for intellectual property law. Big cases and big changes will continue to…more

America Invents Act, AMP v Myriad, Copyright, DNA, FTC v Actavis

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Kevin Nichols

"Recent Developments in Tax Law: Impact on Corporate Tax Strategies in 2014"

Recent changes in IRS private letter ruling policy likely will result in greater taxpayer reliance on tax opinions, which may impact certain corporate strategies in the coming year. Tax-Free Spin-Offs - During…more

Corporate Taxes, Income Taxes, IRS, Private Letter Rulings, Privilege Waivers

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Joseph Nisa

"FTC Issues Proposed Rulemaking Relating to Withdrawal of HSR Filings"

The Federal Trade Commission (FTC) recently issued a Notice of Proposed Rulemaking that, if adopted, will codify the FTC’s longstanding informal procedures for voluntarily withdrawing and refiling an HSR Act Premerger…more

Annual Filings, Automatic Withdrawal, FTC, Hart-Scott-Rodino Act, Premerger Notifications

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Gregory Norman

"UCITS V Gets EU Political Backing, Foreshadowing New Limitations on Manager Remuneration"

European lawmakers have reached agreement on amendments to the Undertakings for the Collective Investment in Transferable Securities (UCITS) Directive, which regulates the management and marketing of EU mutual funds. These…more

EU, Financial Regulatory Reform, Remuneration, Transfers, UCITS

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Rogan Nunn

"ISS Releases 2014 Proxy Voting Policy Updates; Opens Process for Peer Group Modification"

On November 21, 2013, Institutional Shareholder Services (ISS) released updates to its proxy voting policies effective for shareholder meetings taking place on or after February 1, 2014. The changes to ISS’ U.S. voting policies…more

Corporate Governance, ISS, Pay-for-Performance, Proxy Season, Proxy Voting Guidelines

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David O'Connell

"Exempt and Nonprofit Organizations Alert: New York Non-Profit Revitalization Act"

The Non-Profit Revitalization Act of 2013 (the Act) (S5845/A8072), which effects the first major overhaul of the New York Not-for-Profit Corporation Law (the NPCL) in four decades, will be signed into law by New York Governor…more

Audits, Board of Directors, Conflicts of Interest, Corporate Governance, Non-Profits

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Regina Olshan

"Executive Compensation and Benefits Alert: Ways and Means Tax Reform Bill Proposes Fundamental Changes to Executive Compensation"

House Ways and Means Committee Chairman David Camp (R-Mich.) has proposed a draft tax reform plan (the Proposal) containing sweeping changes to the Internal Revenue Code (the Code), including a number of major executive…more

Deferred Compensation, Equity Compensation, Executive Compensation, Legislative Agendas, Pensions

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David C. Olstein

"Executive Compensation and Benefits Alert: Ways and Means Tax Reform Bill Proposes Fundamental Changes to Executive Compensation"

House Ways and Means Committee Chairman David Camp (R-Mich.) has proposed a draft tax reform plan (the Proposal) containing sweeping changes to the Internal Revenue Code (the Code), including a number of major executive…more

Deferred Compensation, Equity Compensation, Executive Compensation, Legislative Agendas, Pensions

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Paul Oosterhuis

"OECD Draft Report: The Digital Economy and Its Tax Challenges"

On March 24, 2014, the Organisation for Economic Co-operation and Development (OECD) published a discussion draft report on the tax challenges facing the digital economy (the DE Report). This draft report is issued in connection…more

EU, International Tax Issues, OECD, Tax Liability

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George Panagakis

"The Unsafe Harbor: The Tribune Decision and the Erosion of Bankruptcy Code Section 546(e)"

A 2013 court decision has cast doubts over the future scope of the U.S. Bankruptcy Code’s safe harbor protections against the reversal of settled securities transactions. If the ruling stemming from the Tribune Company…more

Chapter 11, Commercial Bankruptcy, Safe Harbors, Section 546(e)

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Amy Park

"Inside the Courts: Supreme Court Agrees to Review American Pipe Tolling Issue"

This morning, the Supreme Court granted the writ of certiorari in Public Employees Retirement System of Mississippi v. IndyMacMBS, Inc. The petition raises an issue regarding the application of American Pipe tolling to claims…more

American Pipe & Construction Co. v. Utah, Class Action, COTUS, Securities Act of 1933, Statute of Limitations

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Shayla Parker

"Recent Developments in Aggregate State Contribution Limits After Supreme Court’s Decision in McCutcheon v. FEC"

On April 2, 2014, the U.S. Supreme Court issued its decision in McCutcheon v. FEC, striking down the aggregate limits imposed on individual contributions under federal law. Although this decision cannot necessarily be read to…more

Campaign Contributions, Campaign Finance Reform, First Amendment, McCutcheon v. FEC, PACs

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Brittany Parling

The Class Action Chronicle - Spring 2014

This is the third 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

Ascertainable Class, Breach of Contract, Breach of Warranty, Burden of Proof, Butler v Sears

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Thomas A. Parnham

"BP's Settlement With DOJ: Lessons Learned Within the Congressional Investigations Arena"

On November 15, 2012, the U.S. Department of Justice announced that BP Exploration and Production Inc. (BP) has agreed to plead guilty to a 14-count criminal information and pay a record $4 billion in criminal fines and…more

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Sarah Paul

"Exempt and Nonprofit Organizations Alert: New York Non-Profit Revitalization Act"

The Non-Profit Revitalization Act of 2013 (the Act) (S5845/A8072), which effects the first major overhaul of the New York Not-for-Profit Corporation Law (the NPCL) in four decades, will be signed into law by New York Governor…more

Audits, Board of Directors, Conflicts of Interest, Corporate Governance, Non-Profits

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David Pawlik

"Communications: With New Leadership, the FCC Charts Its Course for 2014"

With a new chairman and a full complement of commissioners for the first time in more than six months, the Federal Communications Commission (FCC) is poised to take on a broad set of communications-related issues in 2014 and…more

FCC, Media, Telecommunications

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Nikolaos Peristerakis

"Antitrust and Competition: Surveying Global M&A Enforcement Trends"

US: Agencies Continue Aggressive Enforcement - Despite changes in leadership at the U.S. Department of Justice’s (DOJ) Antitrust Division and the Federal Trade Commission (FTC) (collectively, the Agencies) in 2013, the…more

Anheuser-Busch, Antitrust Investigations, Antitrust Litigation, Bazaarvoice Inc, China

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Felicia Gerber Perlman

"Enforcement of Make-Whole Provisions in Bankruptcy: The Importance of Careful Drafting"

Indentures typically contain provisions that offer protection to bondholders and borrowers in the event of early repayment of or, in some instances, default on the loan. This includes make-whole provisions, which traditionally…more

Bonds, Chapter 11, Commercial Bankruptcy, Contract Drafting, Ipso Facto Clauses

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Robert Pincus

"Delaware Court Upholds Board-Adopted Forum Selection Bylaws"

This week, the Delaware Court of Chancery upheld board-adopted forum selection bylaws requiring that stockholder claims against a Delaware corporation or its directors be brought in a Delaware court. A number of Delaware…more

Board of Directors, Bylaws, Corporate Governance, Forum Selection Clause

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Shari L. Piré

"Ad Hoc Guidance Requirements Unaffected by the Amended EU Transparency Directive Background"

Background - In the wake of the current financial crisis, predicting earnings is challenging. The media is flooded with profit warnings. Boards throughout Europe are faced with a difficult question: Must a company post a…more

Disclosure Requirements, Earnings Reports, EU, European Commission, Reporting Requirements

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David Polster

"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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Michael Powell

"Food and Beverage Labeling and Marketing Litigation Continues to Play out in the Courts and Legislatures"

The food and beverage industry has experienced a recent spate of consumer class actions attacking various aspects of the labeling and marketing of products. Advertising and marketing claims by manufacturers that a product is…more

FDA, Food Labeling, GMO, Kashi, Marketing

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Sharis Pozen

"Democrats Gain Control of FTC With Terrell McSweeny Confirmation"

On April 9, 2014, the U.S. Senate confirmed the nomination of Terrell McSweeny to the Federal Trade Commission. Commissioner McSweeny’s appointment creates a Democratic majority on the five-member commission, sparking…more

Confirmation Proceedings, FTC

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Cary Pugh

"Supreme Court Rules on Partnership Tax Shelter Penalties"

In United States v. Woods,1 the U.S. Supreme Court ruled unanimously for the government on two long-brewing disagreements over penalty jurisdiction in the partnership context and over the breadth of valuation misstatement…more

Income Taxes, IRS, SCOTUS, TEFRA, United States v Woods

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Sarah Ralph

"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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Anand Raman

"Consumer Financial Protection Bureau Focuses on Fair Lending"

Having enacted a number of mortgage-related rules on the eve of statutory deadlines, the Consumer Financial Protection Bureau (CFPB), which now has a confirmed director, has shifted its focus to fair lending enforcement,…more

Automotive Loans, CFPB, Compliance, Disparate Impact, Enforcement

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Lindsey Randall

"Bank Regulators Eye Leveraged Lending"

Historically low interest rates in the United States have helped to fuel tremendous growth in leveraged loans. Leveraged loan volume in 2013 surpassed record levels set just prior to the global financial crisis, as banks and…more

Banks, FDIC, Federal Reserve, Financial Regulatory Reform, Leveraged Loans

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John D. Rayis

"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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David Reamer

"Bank Regulators Eye Leveraged Lending"

Historically low interest rates in the United States have helped to fuel tremendous growth in leveraged loans. Leveraged loan volume in 2013 surpassed record levels set just prior to the global financial crisis, as banks and…more

Banks, FDIC, Federal Reserve, Financial Regulatory Reform, Leveraged Loans

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Noelle Reed

"Inside the Courts: Supreme Court Agrees to Review American Pipe Tolling Issue"

This morning, the Supreme Court granted the writ of certiorari in Public Employees Retirement System of Mississippi v. IndyMacMBS, Inc. The petition raises an issue regarding the application of American Pipe tolling to claims…more

American Pipe & Construction Co. v. Utah, Class Action, COTUS, Securities Act of 1933, Statute of Limitations

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Rachel Kaplan Reicher

"SEC Proposes Security-Based Swap Recordkeeping, Reporting and Notification Requirements and Capital Rules for SEC Registrants"

On April 17, 2014, the Securities and Exchange Commission (SEC) proposed new regulations that would implement the recordkeeping, reporting and notification requirements of the Dodd-Frank Wall Street Reform and Consumer…more

Capital Requirements, Dodd-Frank, Notice Requirements, Recordkeeping Requirements, Reporting Requirements

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Tara Reinhart

"US Department of Justice Extradites First Foreign National on Antitrust Charge"

On April 4, 2014, the United States Department of Justice’s Antitrust Division (DOJ) announced the first-ever successful extradition on an antitrust charge. A German appeals court had approved the extradition of Romano…more

Antitrust Investigations, Criminal Sanctions, DOJ, Extradition, Foreign Nationals

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Charles Ricciardelli

"Recent Developments in Aggregate State Contribution Limits After Supreme Court’s Decision in McCutcheon v. FEC"

On April 2, 2014, the U.S. Supreme Court issued its decision in McCutcheon v. FEC, striking down the aggregate limits imposed on individual contributions under federal law. Although this decision cannot necessarily be read to…more

Campaign Contributions, Campaign Finance Reform, First Amendment, McCutcheon v. FEC, PACs

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Tiffany Rider

"US Department of Justice Extradites First Foreign National on Antitrust Charge"

On April 4, 2014, the United States Department of Justice’s Antitrust Division (DOJ) announced the first-ever successful extradition on an antitrust charge. A German appeals court had approved the extradition of Romano…more

Antitrust Investigations, Criminal Sanctions, DOJ, Extradition, Foreign Nationals

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Hoda Rifai-Bashjawish

"Intellectual Property and Technology: Patent Issues to Watch in 2014"

With key provisions of the America Invents Act (AIA) taking effect and a host of controversial U.S. Supreme Court decisions, 2013 was another active year for intellectual property law. Big cases and big changes will continue to…more

America Invents Act, AMP v Myriad, Copyright, DNA, FTC v Actavis

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Sarah Beth Rizzo

"IRS Completes Review of REIT Ruling Standards and Resumes Issuing Rulings"

On November 14, the IRS contacted many firms to let them know that the so-called REIT working group has completed its task. The IRS’s temporary hold on issuing rulings on what constitutes real property for REIT purposes is over…more

IRS, Real Estate Transfers, REIT, U.S. Treasury

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Graham Robinson

"Health Care and Life Sciences: Affordable Care Act Rollout to Impact M&A and Enforcement Activity"

Health care and life sciences companies face a variety of issues in 2014, including further difficulties with the Affordable Care Act (ACA) rollout because of legal and logistical challenges, the potential dampening of…more

Affordable Care Act, CMS, Enforcement Actions, Healthcare, Healthcare Reform

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David Robison

"IRS Announces New IDR Enforcement Process"

On November 4, 2013, the Internal Revenue Service released an internal directive that completes a two-part process of reshaping the dynamic between taxpayers and IRS examiners during the information-gathering phase of an audit…more

Corporate Counsel, Corporate Taxes, Document Requests, Enforcement, IRS

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Anastasia T. Rockas

"SEC Provides Updated Guidance on ‘Knowledgeable Employee’ Status Under the Investment Company Act of 1940"

On February 6, 2014, the Division of Investment Management of the Securities and Exchange Commission (the “SEC”) issued a no-action letter to the Managed Funds Association (the “MFA No-Action Letter”) providing updated guidance…more

Compliance, Investment Company Act of 1940, No-Action Letters, SEC

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Michael Rogan

Planning for the 2014 Annual Meeting and Reporting Season

In This Issue: - Incorporate lessons from 2013 say-on-pay results - Prepare for new Form SD (Specialized Disclosure) filing requirements - Ensure compliance with revised listing standards related to compensation…more

Audits, Board of Directors, Compensation Committee, Compliance, Corporate Governance

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Nina Rose

The Class Action Chronicle - Spring 2014

This is the third 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

Ascertainable Class, Breach of Contract, Breach of Warranty, Burden of Proof, Butler v Sears

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Matthew Rosen

"Government Affairs and Government Procurement: Pressure to Comply Continues to Grow in 2014"

With increased attention to transparency in corporate political spending, disclosure of so-called “dark money” and a new rule for municipal advisors, corporations and other organizations active in government affairs or…more

Compliance, Disclosure Requirements, Municipal Advisers, Pay-To-Play, SEC

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Tyler Rosen

"Recent Developments in Aggregate State Contribution Limits After Supreme Court’s Decision in McCutcheon v. FEC"

On April 2, 2014, the U.S. Supreme Court issued its decision in McCutcheon v. FEC, striking down the aggregate limits imposed on individual contributions under federal law. Although this decision cannot necessarily be read to…more

Campaign Contributions, Campaign Finance Reform, First Amendment, McCutcheon v. FEC, PACs

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William Rubenstein

"Chapter 11 Strategies Increasingly Appeal to Banks in Need of Recapitalization"

Historically, the Chapter 11 bankruptcy process was not used as a technique to recapitalize struggling banks. An aversion to using Chapter 11 was attributable in part to concerns that regulators and depositors might perceive a…more

Banks, Chapter 11, Commercial Bankruptcy, Recapitalization

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