Skadden, Arps, Slate, Meagher & Flom LLP

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New York, New York 10036, United States

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

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

Compliance, Deadlines, Filing Requirements, SEC

See All Updates »

"FCA Listing Rule Changes Applicable to Premium Listed Companies"

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

Board of Directors, Controlling Stockholders, Corporate Governance, FCA, Financial Regulatory Reform

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

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

Domestic Production Activities Deductions, Manufacturers, Section 199

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The Class Action Chronicle - Fall 2014

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

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

See All Updates »

"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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"Shareholder Activism in the US Banking Industry"

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

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

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

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

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

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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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"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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"Banker Bonuses: UK and EU Remain on Collision Course"

Since 1 January 2014, the EU’s Capital Requirements Directive (CRD)1 has required EU-regulated banks (EU Banks) to limit variable compensation paid to key bank staff to 100 percent of their fixed compensation (or 200 percent…more

Bonuses, C-Suite Executives, EU, European Banking Authority, Remuneration

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"MSRB Proposes Amendments Establishing Municipal Advisor Professional and Supervisory Qualification Requirements"

On November 19, 2014, the Municipal Securities Rulemaking Board (MSRB) announced that it submitted for approval by the Securities and Exchange Commission (SEC) proposed amendments to MSRB Rule G-3 to establish professional and…more

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"Navigating Today’s Shareholder Activism Landscape: What Companies Should Consider"

Shareholder activism is the corporate topic du jour, be it in boardrooms, the media or Washington, D.C. While corporate boards and management need to understand the current environment and how we got here, their top priority is…more

SEC, Shareholder Activism, Shareholder Litigation, Shareholder Rights, Shareholders

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"DOJ Antitrust Action Condemns Pre-Merger Coordination Requiring Target Company to Sell Factory"

On November 7, 2014, the United States Department of Justice, Antitrust Division (DOJ) announced a $5 million agreement to settle charges that Flakeboard and SierraPine had engaged in unlawful pre-merger coordination. The DOJ’s…more

Antitrust Provisions, Civil Monetary Penalty, Disgorgement, DOJ, Due Diligence

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

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

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

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

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

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The Class Action Chronicle - Fall 2014

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

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

See All Updates »

Skadden Energy Law Handbook - 2014

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

Energy Sector, Handbooks

See All Updates »

The Class Action Chronicle - Fall 2014

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

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

See All Updates »

Skadden Energy Law Handbook - 2014

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

Energy Sector, Handbooks

See All Updates »

"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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"Supreme Court Clarifies Standard to Challenge IRS Summons"

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

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

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The Class Action Chronicle - Fall 2014

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

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

See All Updates »

"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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"EU Council of Ministers Adopts Directive on Rules Governing Private Antitrust Damage Actions"

On 10 November 2014, the Council of Ministers of the European Union adopted the long-awaited directive on rules governing private antitrust damage actions (Damages Directive or Directive). Although the text still needs to be…more

Antitrust Litigation, Antitrust Provisions, Damages, EU

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"Title II or Bust: The FCC Wrestles With Net Neutrality"

Over the past few weeks, a number of significant developments have impacted the Federal Communication Commission’s (FCC) ongoing proceeding regarding network neutrality. On November 10, President Barack Obama surprised many by…more

Anti-Discrimination Policies, AT&T, Barack Obama, Broadband, Comcast

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"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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"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

See All Updates »

The Class Action Chronicle - Fall 2014

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

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

See All Updates »

"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

See All Updates »

"FDA Guidance Limits Flexibility in Social Media Promotional Communications"

Three recently issued draft guidance documents (Draft Guidances) from the U.S. Food and Drug Administration (FDA or Agency) are designed to assist manufacturers in product communications via social media and other interactive…more

See All Updates »

2015 Compensation Committee Handbook

Preface - The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This first edition of the Compensation Committee Handbook from the lawyers of the Executive…more

Compensation Committee, Publicly-Traded Companies

See All Updates »

"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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"Cases to Watch in the 2014-15 Supreme Court Term"

The Supreme Court will begin its new term on Monday, October 6, 2014. Although the Court has not yet accepted for review any headline-grabbing cases of the type we’ve seen in recent years in such areas as campaign finance,…more

Administrative Procedure Act, Amtrak, Antitrust Litigation, Antitrust Provisions, Association of American Railroads

See All Updates »

Privacy & Cybersecurity - May 2014

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

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

See All Updates »

"Hong Kong v. New York: The Competition for Chinese Tech IPOs"

In September 2014, Alibaba completed the largest IPO in history, raising US$25 billion in its New York Stock Exchange (NYSE) offering. In the buildup to the high-profile offering, the Stock Exchange of Hong Kong Limited (HKEx)…more

Alibaba, China, Hong Kong, IPO, Popular

See All Updates »

"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

See All Updates »

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

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

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

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

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

Critical Infrastructure Sectors, EU, Foreign Investment, Veto Rights

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"IRS Guidance Clarifies Renewable Energy Tax Credit"

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

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

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"MSRB Proposes Amendments Establishing Municipal Advisor Professional and Supervisory Qualification Requirements"

On November 19, 2014, the Municipal Securities Rulemaking Board (MSRB) announced that it submitted for approval by the Securities and Exchange Commission (SEC) proposed amendments to MSRB Rule G-3 to establish professional and…more

See All Updates »

"Expansion of Military End-Use Controls Creates Potential Pitfalls for Exporters"

On November 7, 2014, the U.S. Commerce Department’s Bureau of Industry and Security (BIS) announced a final rule implementing controls on exports, re-exports and transfers of a variety of goods, software and technologies for a…more

BIS, China, Export Controls, Exports, Final Rules

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

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

Auditors, Audits, China, CSRC, Deloitte

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

On April 25, 2014, following a meeting of the G7 in which member countries broadly agreed to take further action against Russia in response to political violence and unrest in Ukraine, U.S. officials imposed sanctions against…more

EU, OFAC, Russia, Sanctions, Ukraine

See All Updates »

Privacy & Cybersecurity - May 2014

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

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

See All Updates »

"SEC Staff Issues Statement on Conflict Minerals Ruling"

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

Conflict Mineral Rules, First Amendment, SEC

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"FDA Guidance Limits Flexibility in Social Media Promotional Communications"

Three recently issued draft guidance documents (Draft Guidances) from the U.S. Food and Drug Administration (FDA or Agency) are designed to assist manufacturers in product communications via social media and other interactive…more

See All Updates »

"Banker Bonuses: UK and EU Remain on Collision Course"

Since 1 January 2014, the EU’s Capital Requirements Directive (CRD)1 has required EU-regulated banks (EU Banks) to limit variable compensation paid to key bank staff to 100 percent of their fixed compensation (or 200 percent…more

Bonuses, C-Suite Executives, EU, European Banking Authority, Remuneration

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"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

See All Updates »

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

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

Compliance, Deadlines, Filing Requirements, SEC

See All Updates »

"US Supreme Court Reiterates Two-Part Test for Patentability of Computer-Based Methods"

In a unanimous decision issued on June 19, 2014, the U.S. Supreme Court found that patent claims for managing risk in a financial transaction were drawn to an abstract idea that was patent-ineligible under 35 U.S.C. § 101. Alice…more

Alice Corporation, America Invents Act, CLS Bank, CLS Bank v Alice Corp, Mayo v. Prometheus

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"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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"Disclosure and Collateral Consequences of Enforcement Actions for Regulated Financial Services Firms"

Financial services firms facing enforcement proceedings at the hands of the U.S. Securities and Exchange Commission (SEC) or any other financial industry regulator must consider disclosure obligations in the context of the…more

Commodities Exchange Act, Disclosure Requirements, Enforcement Actions, Financial Institutions, FINRA

See All Updates »

"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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"Hong Kong v. New York: The Competition for Chinese Tech IPOs"

In September 2014, Alibaba completed the largest IPO in history, raising US$25 billion in its New York Stock Exchange (NYSE) offering. In the buildup to the high-profile offering, the Stock Exchange of Hong Kong Limited (HKEx)…more

Alibaba, China, Hong Kong, IPO, Popular

See All Updates »

"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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"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

See All Updates »

"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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"Japanese Acquirer Resolves Pension-Related Liabilities of US Subsidiary"

On November 4, 2014, Asahi Tec Corporation (Asahi), a Japanese corporation that acquired U.S.-based Metaldyne Corporation (Metaldyne) in 2007, announced a settlement of its long-running dispute with the Pension Benefit Guaranty…more

Acquisitions, Asahi, Corporate Counsel, Employee Benefits, Japan

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

On April 25, 2014, following a meeting of the G7 in which member countries broadly agreed to take further action against Russia in response to political violence and unrest in Ukraine, U.S. officials imposed sanctions against…more

EU, OFAC, Russia, Sanctions, Ukraine

See All Updates »

The Class Action Chronicle - Fall 2014

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

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

See All Updates »

Skadden Energy Law Handbook - 2014

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

Energy Sector, Handbooks

See All Updates »

"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

See All Updates »

Privacy & Cybersecurity Update - October 2014

In This Issue: - October: National Cyber Security Awareness Month - New California Data Protection Law - Obama Signs Cybersecurity Executive Order - FTC Cautions Executives About Personal Liability for False…more

Banks, CFPB, Cybersecurity, Data Protection, Digital Assets

See All Updates »

"US Supreme Court Reiterates Two-Part Test for Patentability of Computer-Based Methods"

In a unanimous decision issued on June 19, 2014, the U.S. Supreme Court found that patent claims for managing risk in a financial transaction were drawn to an abstract idea that was patent-ineligible under 35 U.S.C. § 101. Alice…more

Alice Corporation, America Invents Act, CLS Bank, CLS Bank v Alice Corp, Mayo v. Prometheus

See All Updates »

"FCA Listing Rule Changes Applicable to Premium Listed Companies"

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

Board of Directors, Controlling Stockholders, Corporate Governance, FCA, Financial Regulatory Reform

See All Updates »

"Disclosure and Collateral Consequences of Enforcement Actions for Regulated Financial Services Firms"

Financial services firms facing enforcement proceedings at the hands of the U.S. Securities and Exchange Commission (SEC) or any other financial industry regulator must consider disclosure obligations in the context of the…more

Commodities Exchange Act, Disclosure Requirements, Enforcement Actions, Financial Institutions, FINRA

See All Updates »

Skadden Energy Law Handbook - 2014

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

Energy Sector, Handbooks

See All Updates »

Skadden Energy Law Handbook - 2014

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

Energy Sector, Handbooks

See All Updates »

Employment Flash - September 2014

In This Issue: - SEC Pays First Whistleblower Award to Audit and Compliance Professional - Supreme Court Allows Affordable Care Act Contraceptives Religious Exemption - EEOC Adopts New Pregnancy…more

Affordable Care Act, Ban the Box, Chief Compliance Officers, Class Action, Class Certification

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"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 Activism, Shareholder Litigation, Shareholders

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"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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"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

See All Updates »

"CFTC Staff Issues More No-Action Letters to Commodity Pool Operators"

Over the last month, the Division of Swap Dealer and Intermediary Oversight (DSIO) of the Commodity Futures Trading Commission (CFTC) issued four letters providing exemptive, no-action and interpretative relief to commodity pool…more

CFTC, CPOs, Delegation of Discretion, DSIO, Filing Requirements

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"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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"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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"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

See All Updates »

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

See All Updates »

Skadden Energy Law Handbook - 2014

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

Energy Sector, Handbooks

See All Updates »

2015 Compensation Committee Handbook

Preface - The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This first edition of the Compensation Committee Handbook from the lawyers of the Executive…more

Compensation Committee, Publicly-Traded Companies

See All Updates »

"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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"Disclosure and Collateral Consequences of Enforcement Actions for Regulated Financial Services Firms"

Financial services firms facing enforcement proceedings at the hands of the U.S. Securities and Exchange Commission (SEC) or any other financial industry regulator must consider disclosure obligations in the context of the…more

Commodities Exchange Act, Disclosure Requirements, Enforcement Actions, Financial Institutions, FINRA

See All Updates »

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

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

Compliance, Deadlines, Filing Requirements, SEC

See All Updates »

"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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"EU Council of Ministers Adopts Directive on Rules Governing Private Antitrust Damage Actions"

On 10 November 2014, the Council of Ministers of the European Union adopted the long-awaited directive on rules governing private antitrust damage actions (Damages Directive or Directive). Although the text still needs to be…more

Antitrust Litigation, Antitrust Provisions, Damages, EU

See All Updates »

"Banker Bonuses: UK and EU Remain on Collision Course"

Since 1 January 2014, the EU’s Capital Requirements Directive (CRD)1 has required EU-regulated banks (EU Banks) to limit variable compensation paid to key bank staff to 100 percent of their fixed compensation (or 200 percent…more

Bonuses, C-Suite Executives, EU, European Banking Authority, Remuneration

See All Updates »

"US Supreme Court Reiterates Two-Part Test for Patentability of Computer-Based Methods"

In a unanimous decision issued on June 19, 2014, the U.S. Supreme Court found that patent claims for managing risk in a financial transaction were drawn to an abstract idea that was patent-ineligible under 35 U.S.C. § 101. Alice…more

Alice Corporation, America Invents Act, CLS Bank, CLS Bank v Alice Corp, Mayo v. Prometheus

See All Updates »

"Eleventh Circuit Addresses Scope of FCPA Coverage of Activity Involving State-Controlled Business Enterprises"

On May 16, 2014, a three-judge panel of the U.S. Court of Appeals for the Eleventh Circuit provided the first appellate court interpretation of the reach of the U.S. Foreign Corrupt Practices Act (FCPA) to conduct involving…more

Appeals, Controlled Foreign Corporations, DOJ, FCPA, Foreign Official

See All Updates »

"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

See All Updates »

"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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"CFTC Fine-Tunes Rules, Emphasizing Relief for Commercial End-Users"

On November 3, 2014, the Commodity Futures Trading Commission (CFTC or Commission) approved three proposals that Chairman Timothy Massad described as “fine tuning” certain of the CFTC’s rules “to make sure they do not impose…more

CFTC, DCMs, Derivatives, No-Action Relief, Reporting Requirements

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"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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SEC Proposes Securities-Based Swap Recordkeeping, Reporting and Notification Requirements

On May 2, 2014, the Securities and Exchange Commission (SEC)published in the Federal Register proposed regulations1 that would implement the recordkeeping, reporting and notification requirements of the Dodd-Frank Wall Street…more

Broker-Dealer, Dodd-Frank, Major Swap Participants, Notice Requirements, Proposed Regulation

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The Class Action Chronicle - Fall 2014

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

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

See All Updates »

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

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

Compliance, Deadlines, Filing Requirements, SEC

See All Updates »

"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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"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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"FTC Doubles Down in Challenge to Pharmaceutical Settlement"

On September 8, 2014, the Federal Trade Commission (FTC) filed a federal antitrust complaint in the United States District Court for the Eastern District of Pennsylvania against defendants AbbVie, Abbott Laboratories, Unimed…more

Abbott Laboratories, FTC, FTCA, Generic Drugs, Monopolization

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"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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"European Court Rejects UK’s Financial Transaction Tax Challenge"

U.K.’s challenge to the proposed financial transaction tax (FTT), while recognizing that the U.K.’s challenge was precautionary — and possibly premature. The U.K. was challenging the European Council’s Decision 2013/52/EU…more

European Commission, Financial Transaction Tax, UK

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"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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"US Supreme Court Reiterates Two-Part Test for Patentability of Computer-Based Methods"

In a unanimous decision issued on June 19, 2014, the U.S. Supreme Court found that patent claims for managing risk in a financial transaction were drawn to an abstract idea that was patent-ineligible under 35 U.S.C. § 101. Alice…more

Alice Corporation, America Invents Act, CLS Bank, CLS Bank v Alice Corp, Mayo v. Prometheus

See All Updates »

The Class Action Chronicle - Fall 2014

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

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

See All Updates »

"Eleventh Circuit Addresses Scope of FCPA Coverage of Activity Involving State-Controlled Business Enterprises"

On May 16, 2014, a three-judge panel of the U.S. Court of Appeals for the Eleventh Circuit provided the first appellate court interpretation of the reach of the U.S. Foreign Corrupt Practices Act (FCPA) to conduct involving…more

Appeals, Controlled Foreign Corporations, DOJ, FCPA, Foreign Official

See All Updates »

"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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"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

See All Updates »

"Treasury Issues Proposed Regulations Defining ‘Real Property’ for REIT Purposes"

On May 9, 2014, the U.S. Department of the Treasury (Treasury) released proposed regulations defining the term “real property” for purposes of the REIT rules. The proposed regulations, which provide a framework for taxpayers,…more

Business Assets, Proposed Regulation, Real Estate Investments, REIT, Safe Harbors

See All Updates »

Skadden Energy Law Handbook - 2014

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

Energy Sector, Handbooks

See All Updates »

Skadden Energy Law Handbook - 2014

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

Energy Sector, Handbooks

See All Updates »

"Federal Circuit Overturns Oracle v. Google and Potentially Widens Debate Over Copyright Protections"

In a landmark decision concerning the copyrightability of computer software, on May 9, 2014, the U.S. Federal Circuit Court of Appeals held that Oracle, Inc. is entitled to copyright protection for 37 Java application…more

Copyright, Copyright Infringement, Google, Internet, Oracle

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"Eleventh Circuit Addresses Scope of FCPA Coverage of Activity Involving State-Controlled Business Enterprises"

On May 16, 2014, a three-judge panel of the U.S. Court of Appeals for the Eleventh Circuit provided the first appellate court interpretation of the reach of the U.S. Foreign Corrupt Practices Act (FCPA) to conduct involving…more

Appeals, Controlled Foreign Corporations, DOJ, FCPA, Foreign Official

See All Updates »

"Structured Finance Alert: SEC Adopts Final Regulation AB II Rules"

On August 27, 2014, the Securities and Exchange Commission ("SEC") adopted final rules ("ABS Final Rules") that significantly revise the existing regulations that govern disclosure requirements, offering processes and periodic…more

Amended Regulation, Asset-Backed Securities, Disclosure Requirements, Dodd-Frank, Final Rules

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"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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"Eleventh Circuit Addresses Scope of FCPA Coverage of Activity Involving State-Controlled Business Enterprises"

On May 16, 2014, a three-judge panel of the U.S. Court of Appeals for the Eleventh Circuit provided the first appellate court interpretation of the reach of the U.S. Foreign Corrupt Practices Act (FCPA) to conduct involving…more

Appeals, Controlled Foreign Corporations, DOJ, FCPA, Foreign Official

See All Updates »

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

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

Compliance, Deadlines, Filing Requirements, SEC

See All Updates »

"US Supreme Court Reiterates Two-Part Test for Patentability of Computer-Based Methods"

In a unanimous decision issued on June 19, 2014, the U.S. Supreme Court found that patent claims for managing risk in a financial transaction were drawn to an abstract idea that was patent-ineligible under 35 U.S.C. § 101. Alice…more

Alice Corporation, America Invents Act, CLS Bank, CLS Bank v Alice Corp, Mayo v. Prometheus

See All Updates »

"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

See All Updates »

The Class Action Chronicle - Fall 2014

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

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

See All Updates »

Privacy & Cybersecurity Update - October 2014

In This Issue: - October: National Cyber Security Awareness Month - New California Data Protection Law - Obama Signs Cybersecurity Executive Order - FTC Cautions Executives About Personal Liability for False…more

Banks, CFPB, Cybersecurity, Data Protection, Digital Assets

See All Updates »

"FDA Guidance Limits Flexibility in Social Media Promotional Communications"

Three recently issued draft guidance documents (Draft Guidances) from the U.S. Food and Drug Administration (FDA or Agency) are designed to assist manufacturers in product communications via social media and other interactive…more

See All Updates »

Skadden Energy Law Handbook - 2014

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

Energy Sector, Handbooks

See All Updates »

"Navigating Chinese Merger Control: MOFCOM Prohibits P3 Shipping Alliance"

On June 17, 2014, the Anti-Monopoly Bureau of China’s Ministry of Commerce (MOFCOM) issued just the second prohibition decision in its enforcement history, striking down the proposed P3 Network shipping alliance that would have…more

China, Enforcement, Mergers, MOFCOM, P3s

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"Supreme Court Clarifies Standard to Challenge IRS Summons"

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

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

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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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The Class Action Chronicle - Summer 2014

In This Issue: - Avoiding Class Certification Through an Offer of Judgment - CLASS CERTIFICATION DECISIONS: ..Decisions Granting Motions to Strike ..Decisions Denying Motions to Strike ..Decisions…more

CAFA, Class Action, Class Certification, Federal Rules of Civil Procedure, Litigation Strategies

See All Updates »

Skadden Energy Law Handbook - 2014

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

Energy Sector, Handbooks

See All Updates »

"Supreme Court Holds That Bankruptcy Courts May Report and Recommend on Stern Claims"

On June 9, 2014, the United States Supreme Court issued its highly anticipated ruling in Executive Benefits Insurance Agency v. Arkison (In re Bellingham Insurance Agency, Inc.). The Bellingham decision clarifies one of the…more

Article III, Chapter 7, Commercial Bankruptcy, EBIA v Arkison, Executive Benefits Insurance Agency

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"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

See All Updates »

"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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2015 Compensation Committee Handbook

Preface - The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This first edition of the Compensation Committee Handbook from the lawyers of the Executive…more

Compensation Committee, Publicly-Traded Companies

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"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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"Delaware Court of Chancery Recognizes Potential Benefits of Shareholder Rights Plans in Addressing Shareholder Activism"

William F. Ruprecht, et al., and Sotheby’s, which, in essence, recognized that a board of directors could adopt a shareholder rights plan as a reasonable response to a threat posed by an activist shareholder…more

Board of Directors, Corporate Governance, Shareholder Activism, Shareholder Litigation, Shareholders

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"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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"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

See All Updates »

"Treasury Issues Proposed Regulations Defining ‘Real Property’ for REIT Purposes"

On May 9, 2014, the U.S. Department of the Treasury (Treasury) released proposed regulations defining the term “real property” for purposes of the REIT rules. The proposed regulations, which provide a framework for taxpayers,…more

Business Assets, Proposed Regulation, Real Estate Investments, REIT, Safe Harbors

See All Updates »

Employment Flash - September 2014

In This Issue: - SEC Pays First Whistleblower Award to Audit and Compliance Professional - Supreme Court Allows Affordable Care Act Contraceptives Religious Exemption - EEOC Adopts New Pregnancy…more

Affordable Care Act, Ban the Box, Chief Compliance Officers, Class Action, Class Certification

See All Updates »

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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"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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"SEC Staff Issues Statement on Conflict Minerals Ruling"

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

Conflict Mineral Rules, First Amendment, SEC

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

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

Compliance, Deadlines, Filing Requirements, SEC

See All Updates »

"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

See All Updates »

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

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

Compliance, Deadlines, Filing Requirements, SEC

See All Updates »

Privacy & Cybersecurity Update - October 2014

In This Issue: - October: National Cyber Security Awareness Month - New California Data Protection Law - Obama Signs Cybersecurity Executive Order - FTC Cautions Executives About Personal Liability for False…more

Banks, CFPB, Cybersecurity, Data Protection, Digital Assets

See All Updates »

"Expansion of Military End-Use Controls Creates Potential Pitfalls for Exporters"

On November 7, 2014, the U.S. Commerce Department’s Bureau of Industry and Security (BIS) announced a final rule implementing controls on exports, re-exports and transfers of a variety of goods, software and technologies for a…more

BIS, China, Export Controls, Exports, Final Rules

See All Updates »

"Treasury Issues Proposed Regulations Defining ‘Real Property’ for REIT Purposes"

On May 9, 2014, the U.S. Department of the Treasury (Treasury) released proposed regulations defining the term “real property” for purposes of the REIT rules. The proposed regulations, which provide a framework for taxpayers,…more

Business Assets, Proposed Regulation, Real Estate Investments, REIT, Safe Harbors

See All Updates »

"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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"Supreme Court Relaxes Standard for Patent Indefiniteness"

In a decision issued on June 2, 2014, the U.S. Supreme Court lowered the bar for parties arguing patent indefiniteness under 35 U.S.C. § 112. Nautilus, Inc. v. Biosig Instruments, Inc., No. 13-369 (U.S. June 2, 2014). The…more

Indefiniteness, Nautilus Inc. v. Biosig Instruments, Patent Infringement, Patent Litigation, Patents

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"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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"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

See All Updates »

"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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"Treasury Issues Proposed Regulations Defining ‘Real Property’ for REIT Purposes"

On May 9, 2014, the U.S. Department of the Treasury (Treasury) released proposed regulations defining the term “real property” for purposes of the REIT rules. The proposed regulations, which provide a framework for taxpayers,…more

Business Assets, Proposed Regulation, Real Estate Investments, REIT, Safe Harbors

See All Updates »

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

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

Compliance, Deadlines, Filing Requirements, SEC

See All Updates »

"IRS Guidance Clarifies Renewable Energy Tax Credit"

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

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

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"Treasury Issues Proposed Regulations Defining ‘Real Property’ for REIT Purposes"

On May 9, 2014, the U.S. Department of the Treasury (Treasury) released proposed regulations defining the term “real property” for purposes of the REIT rules. The proposed regulations, which provide a framework for taxpayers,…more

Business Assets, Proposed Regulation, Real Estate Investments, REIT, Safe Harbors

See All Updates »

"U.S. v. Novartis: Reaffirming the Importance of Updating and Adhering to Corporate Policies"

A recent decision in a false claims act case, United States ex rel. Bilotta v. Novartis Pharmaceuticals Corporation (Novartis), underscores the importance of policing employee adherence to corporate policies and industry codes,…more

Anti-Kickback Statute, Chief Compliance Officers, False Claims Act, Health Care Providers, Novartis

See All Updates »

"Eleventh Circuit Addresses Scope of FCPA Coverage of Activity Involving State-Controlled Business Enterprises"

On May 16, 2014, a three-judge panel of the U.S. Court of Appeals for the Eleventh Circuit provided the first appellate court interpretation of the reach of the U.S. Foreign Corrupt Practices Act (FCPA) to conduct involving…more

Appeals, Controlled Foreign Corporations, DOJ, FCPA, Foreign Official

See All Updates »

"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 Activism, Shareholder Litigation, Shareholders

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The Class Action Chronicle - Fall 2014

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

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

See All Updates »

The Class Action Chronicle - Summer 2014

In This Issue: - Avoiding Class Certification Through an Offer of Judgment - CLASS CERTIFICATION DECISIONS: ..Decisions Granting Motions to Strike ..Decisions Denying Motions to Strike ..Decisions…more

CAFA, Class Action, Class Certification, Federal Rules of Civil Procedure, Litigation Strategies

See All Updates »

"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

See All Updates »

"Expansion of Military End-Use Controls Creates Potential Pitfalls for Exporters"

On November 7, 2014, the U.S. Commerce Department’s Bureau of Industry and Security (BIS) announced a final rule implementing controls on exports, re-exports and transfers of a variety of goods, software and technologies for a…more

BIS, China, Export Controls, Exports, Final Rules

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"MSRB Proposes Amendments Establishing Municipal Advisor Professional and Supervisory Qualification Requirements"

On November 19, 2014, the Municipal Securities Rulemaking Board (MSRB) announced that it submitted for approval by the Securities and Exchange Commission (SEC) proposed amendments to MSRB Rule G-3 to establish professional and…more

See All Updates »

"SEC Staff Issues Guidance on Proxy Voting Matters Relevant to Investment Advisers and Proxy Advisory Firms"

The U.S. Securities and Exchange Commission’s (SEC) Divisions of Investment Management and Corporation Finance issued a Staff Legal Bulletin on June 30, 2014 that provides guidance on the responsibilities of investment advisers…more

Investment Adviser, Proxy Advisors, Proxy Voting Guidelines, SEC

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"Title II or Bust: The FCC Wrestles With Net Neutrality"

Over the past few weeks, a number of significant developments have impacted the Federal Communication Commission’s (FCC) ongoing proceeding regarding network neutrality. On November 10, President Barack Obama surprised many by…more

Anti-Discrimination Policies, AT&T, Barack Obama, Broadband, Comcast

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

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

Critical Infrastructure Sectors, EU, Foreign Investment, Veto Rights

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The Class Action Chronicle - Fall 2014

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

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

See All Updates »

"Supreme Court Rules Aereo’s Streaming Service Violates Copyright Law"

In a case closely watched by the television, cable and online content industries, the Supreme Court ruled today that online start-up Aereo Inc. violates copyright law by redistributing over-the-air broadcast content without…more

Aereo, Broadcasting, Copyright, Copyright Infringement, Popular

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The Class Action Chronicle - Fall 2014

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

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

See All Updates »

"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

See All Updates »

"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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"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

See All Updates »

"FCA Listing Rule Changes Applicable to Premium Listed Companies"

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

Board of Directors, Controlling Stockholders, Corporate Governance, FCA, Financial Regulatory Reform

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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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"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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"DOJ Antitrust Action Condemns Pre-Merger Coordination Requiring Target Company to Sell Factory"

On November 7, 2014, the United States Department of Justice, Antitrust Division (DOJ) announced a $5 million agreement to settle charges that Flakeboard and SierraPine had engaged in unlawful pre-merger coordination. The DOJ’s…more

Antitrust Provisions, Civil Monetary Penalty, Disgorgement, DOJ, Due Diligence

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"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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"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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"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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"IRS Large Business and International Division Increasingly Looks to Chief Counsel's Office to Advance Initiatives"

The Internal Revenue Service Large Business and International Division (LB&I) administers United States tax law for corporations, partnerships and individuals with assets greater than $10 million. These taxpayers typically have…more

Compliance, Corporate Taxes, FATCA, IRS, Whistleblowers

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Skadden Energy Law Handbook - 2014

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

Energy Sector, Handbooks

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"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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"FCA Listing Rule Changes Applicable to Premium Listed Companies"

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

Board of Directors, Controlling Stockholders, Corporate Governance, FCA, Financial Regulatory Reform

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"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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"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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"Treasury Issues Proposed Regulations Defining ‘Real Property’ for REIT Purposes"

On May 9, 2014, the U.S. Department of the Treasury (Treasury) released proposed regulations defining the term “real property” for purposes of the REIT rules. The proposed regulations, which provide a framework for taxpayers,…more

Business Assets, Proposed Regulation, Real Estate Investments, REIT, Safe Harbors

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"MSRB Proposes Amendments Establishing Municipal Advisor Professional and Supervisory Qualification Requirements"

On November 19, 2014, the Municipal Securities Rulemaking Board (MSRB) announced that it submitted for approval by the Securities and Exchange Commission (SEC) proposed amendments to MSRB Rule G-3 to establish professional and…more

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"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 Activism, Shareholder Litigation, Shareholders

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"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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"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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"FCA Listing Rule Changes Applicable to Premium Listed Companies"

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

Board of Directors, Controlling Stockholders, Corporate Governance, FCA, Financial Regulatory Reform

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

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

Auditors, Audits, China, CSRC, Deloitte

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"European Court Rejects UK’s Financial Transaction Tax Challenge"

U.K.’s challenge to the proposed financial transaction tax (FTT), while recognizing that the U.K.’s challenge was precautionary — and possibly premature. The U.K. was challenging the European Council’s Decision 2013/52/EU…more

European Commission, Financial Transaction Tax, UK

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

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

Compliance, Deadlines, Filing Requirements, SEC

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"Supreme Court Holds That Bankruptcy Courts May Report and Recommend on Stern Claims"

On June 9, 2014, the United States Supreme Court issued its highly anticipated ruling in Executive Benefits Insurance Agency v. Arkison (In re Bellingham Insurance Agency, Inc.). The Bellingham decision clarifies one of the…more

Article III, Chapter 7, Commercial Bankruptcy, EBIA v Arkison, Executive Benefits Insurance Agency

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"Shareholder Activism in the US Banking Industry"

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

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

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

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

Compliance, Deadlines, Filing Requirements, SEC

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"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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"FTC Continues Vigorous Section 5 Enforcement"

On July 21, 2014, the Federal Trade Commission (FTC or Commission) accepted a consent agreement, subject to final approval, to settle charges with two Internet resellers of Universal Product Code (UPC) barcodes accused of…more

Consent Agreements, Enforcement, Enforcement Actions, FTC, Internet

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"Latest Swiss Cross-Border Tax Investigation Reflects Wider US Enforcement Agenda"

Authorities in the U.S. continue to crack down on foreign financial institutions that have allegedly aided U.S. taxpayers in evading their tax obligations. On May 19, 2014, Credit Suisse AG pled guilty to conspiracy to aid and…more

Banks, Corporate Criminal Fines, Credit Suisse, Cross-Border, DOJ

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"Court Finds CFIUS Violated Ralls Corporation’s Due Process Rights"

On July 15, 2014, the United States Court of Appeals for the District of Columbia remanded Ralls Corporation’s (Ralls) precedent-setting case against the Committee on Foreign Investment in the United States (CFIUS or the…more

Appeals, Barack Obama, CFIUS, Defense Production Act, Due Process

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"Structured Finance Alert: SEC Adopts Final Regulation AB II Rules"

On August 27, 2014, the Securities and Exchange Commission ("SEC") adopted final rules ("ABS Final Rules") that significantly revise the existing regulations that govern disclosure requirements, offering processes and periodic…more

Amended Regulation, Asset-Backed Securities, Disclosure Requirements, Dodd-Frank, Final Rules

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

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

Compliance, Deadlines, Filing Requirements, SEC

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"Supreme Court Holds No Presumption of Prudence for ESOP Fiduciaries"

Today, in a unanimous decision, the Supreme Court of the United States held in Fifth Third Bancorp v. Dudenhoeffer that fiduciaries of employee stock ownership plans (ESOPs) that invest in the employer’s securities are not…more

Duty of Prudence, Employee Benefits, ERISA, ESOP, Fiduciary Duty

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

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

Compliance, Deadlines, Filing Requirements, SEC

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"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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"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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"Supreme Court Clarifies Standard to Challenge IRS Summons"

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

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

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"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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"Delaware Court of Chancery Recognizes Potential Benefits of Shareholder Rights Plans in Addressing Shareholder Activism"

William F. Ruprecht, et al., and Sotheby’s, which, in essence, recognized that a board of directors could adopt a shareholder rights plan as a reasonable response to a threat posed by an activist shareholder…more

Board of Directors, Corporate Governance, Shareholder Activism, Shareholder Litigation, Shareholders

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"Supreme Court Rules Aereo’s Streaming Service Violates Copyright Law"

In a case closely watched by the television, cable and online content industries, the Supreme Court ruled today that online start-up Aereo Inc. violates copyright law by redistributing over-the-air broadcast content without…more

Aereo, Broadcasting, Copyright, Copyright Infringement, Popular

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"Georgetown and Fordham Global Antitrust Law Symposia Focus on Trends in Cartel Enforcement, Merger Control, IP and Financial Services"

Last week, Georgetown University Law Center hosted its Eighth Annual Global Antitrust Enforcement Symposium, and Fordham University School of Law hosted its 41st Annual International Antitrust Law and Policy Conference. These…more

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Employment Flash - September 2014

In This Issue: - SEC Pays First Whistleblower Award to Audit and Compliance Professional - Supreme Court Allows Affordable Care Act Contraceptives Religious Exemption - EEOC Adopts New Pregnancy…more

Affordable Care Act,