Skadden, Arps, Slate, Meagher & Flom LLP

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

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

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

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

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

Compliance, Deadlines, Filing Requirements, SEC

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

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

Manufacturers, Section 199

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The Class Action Chronicle - Summer 2015

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

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

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"Important FIRPTA and REIT Reforms Enacted"

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

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

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"Revised HSR Thresholds Announced"

On January 21, 2016, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino…more

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

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

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

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

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

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

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

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"UK Prime Minister Outlines Objectives for Exiting the EU"

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

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

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

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

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

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"SEC Proposes Rule Amendments to Require Universal Proxy Cards"

On October 26, 2016, the U.S. Securities and Exchange Commission (SEC) voted 2-to-1 to propose amendments to the proxy rules that would require the use of universal proxy cards in contested elections. The proposed changes, if…more

Amended Rules, Board of Directors, Contested Elections, Director Nominations, Proposed Rules

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

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

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

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"Agencies Release Updated Guidelines for IP Licensing and International Enforcement and Cooperation"

On January 13, 2017, the U.S. Department of Justice Antitrust Division (DOJ) and the Federal Trade Commission (FTC) (collectively, the Agencies) issued revised Antitrust Guidelines for the Licensing of Intellectual Property (IP…more

Anticompetitive Behavior, Antitrust Provisions, Comity, Competition Authorities, Cross-Border Transactions

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"Key Takeaways - Energy M&A Webinar Series: Utility M&A Update"

On January 28, 2016, Skadden hosted a webinar titled “Utility M&A Update,” the first installment of a three-part Energy M&A Webinar Series focused on transactional trends in the energy industry. The program, which drew 140…more

Energy Sector, Foreign Investment, Industry Consolidation, Merger Agreements, Natural Gas

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

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

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

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"Executive Compensation and Benefits Alert: IRS Issues New Section 409A Guidance"

In an unexpected development, on June 21, 2016, the IRS issued proposed regulations that clarify and modify the final regulations issued in 2007 and the proposed income inclusion regulations issued in 2008. In many cases, these…more

Beneficiaries, Death Benefits, Deferred Compensation, Employee Benefits, Executive Compensation

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

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

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"The Newfound Attractiveness of European M&A"

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

Corporate Sales Transactions, EU, Foreign Investment, Merger Agreements

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"2015-16 Supreme Court Update"

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

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

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"The E-Discovery Digest - October 2016"

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

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

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

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

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

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

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

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

See All Updates »

Privacy & Cybersecurity Update: New York State Proposes Cybersecurity Regulation for Financial Institutions

New York state has proposed a new regulation — to go into effect January 1, 2017 — that would require banks, insurance companies and other financial services institutions regulated by the New York State Department of Financial…more

Banks, CISO, Comment Period, Covered Entities, Cyber Attacks

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

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

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

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"New French Anti-Corruption Legal Framework"

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

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

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The E-Discovery Digest - February 2016

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

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

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"Big Data Enters the Agenda of EU Antitrust Authorities"

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

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

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

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

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

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"Third Time’s the Charm: Court Upholds FCC Net Neutrality Regulations"

Yesterday, the U.S. Court of Appeals for the District of Columbia Circuit (D.C. Circuit) in a lengthy 2-1 decision denied various challenges to the Federal Communications Commission’s (FCC or Commission) 2015 Open Internet Order…more

Broadband, Communications Act of 1934, FCC, First Amendment, Internet

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

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

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

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The Class Action Chronicle - Summer 2015

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

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

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

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

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

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"Revised HSR Thresholds Announced"

On January 21, 2016, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino…more

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

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The 21st Century Cures Act: FDA Reforms Aim to Spur Innovation in the Pharmaceutical, Medical Device and Health Research Sectors

On December 13, 2016, President Obama signed into law the 21st Century Cures Act (Act), one of the most important pieces of health care and life sciences legislation in several decades. The Act is intended to spur the rapid…more

21st Century Cures Initiative, Barack Obama, Cancer, Civil Monetary Penalty, Clinical Trials

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"Matters to Consider for the 2017 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the…more

Annual Meeting, Annual Reports, Audit Committee, Board of Directors, Corporate Executives

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"UK Prime Minister Outlines Objectives for Exiting the EU"

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

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

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The Class Action Chronicle - Summer 2015

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

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

See All Updates »

"The E-Discovery Digest - October 2016"

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

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

See All Updates »

"2015-16 Supreme Court Update"

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

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

See All Updates »

"Privacy & Cybersecurity Update - September 2016"

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

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

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"Hong Kong Regulatory Update - December 2016"

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

Accounting Fraud, Acquisitions, Breach of Duty, Censures, Controlling Stockholders

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"New French Anti-Corruption Legal Framework"

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

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

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

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

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

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

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

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

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CFTC Issues Interpretation on Federal Transition and Inaugural Contributions

On December 23, 2016, the Commodity Futures Trading Commission’s Division of Swap Dealer and Intermediary Oversight (DSIO) issued a staff interpretation saying that, in its view, contributions by swap dealers and their covered…more

CFTC, Donald Trump, DSIO, Inaugrations, Mike Pence

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"US Announces Tentative Lifting of Sudan Sanctions; OFAC Issues Guidance on Providing Sanctions Advice"

On January 13, 2017, President Obama and the Department of the Treasury’s Office of Foreign Assets Control (OFAC) announced the interim lifting of sanctions on Sudan, with a path to a permanent revocation of sanctions in six…more

Barack Obama, Darfur, EAR, Economic Sanctions, Exports

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

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

Appeals, Bribery, Foreign Banks, International Litigation, Kickbacks

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Insights: The Delaware Edition - May 2016

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

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

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

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

Auditors, Audits, China, CSRC, Deloitte

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"US Announces Tentative Lifting of Sudan Sanctions; OFAC Issues Guidance on Providing Sanctions Advice"

On January 13, 2017, President Obama and the Department of the Treasury’s Office of Foreign Assets Control (OFAC) announced the interim lifting of sanctions on Sudan, with a path to a permanent revocation of sanctions in six…more

Barack Obama, Darfur, EAR, Economic Sanctions, Exports

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

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

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

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"Matters to Consider for the 2017 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the…more

Annual Meeting, Annual Reports, Audit Committee, Board of Directors, Corporate Executives

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The 21st Century Cures Act: FDA Reforms Aim to Spur Innovation in the Pharmaceutical, Medical Device and Health Research Sectors

On December 13, 2016, President Obama signed into law the 21st Century Cures Act (Act), one of the most important pieces of health care and life sciences legislation in several decades. The Act is intended to spur the rapid…more

21st Century Cures Initiative, Barack Obama, Cancer, Civil Monetary Penalty, Clinical Trials

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The New EU Market Abuse Regulation: Impact on US Issuers

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

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

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"Corporations Turn to Synthetic PPAs to Reduce Energy Costs, Carbon Footprints"

Synthetic power purchase agreements (PPAs) for renewable energy have emerged in recent years as a promising opportunity for corporations to reduce and stabilize their long-term energy costs and advance their sustainability…more

Hedges, Investment Funds, Power Purchase Agreements, Renewable Energy

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"New Regulations Address Outbound Transfers and Transfer Pricing"

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

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

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"Matters to Consider for the 2017 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the…more

Annual Meeting, Annual Reports, Audit Committee, Board of Directors, Corporate Executives

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

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

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

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

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

Acquisitions, Corporate Taxes, IRS, Mergers

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

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

Advertising, Amarin, Caronia, Commercial Speech, Corporate Counsel

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"Limited English Proficiency: An Emerging Compliance Risk"

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

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

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

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

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

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"Plaintiffs Facing Headwinds in Pending Mutual Fund Fee Litigation"

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

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

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

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

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

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

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

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

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

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

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

See All Updates »

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

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

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

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

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

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

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"Hong Kong Regulatory Update - December 2016"

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

Accounting Fraud, Acquisitions, Breach of Duty, Censures, Controlling Stockholders

See All Updates »

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

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

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

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

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

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

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

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

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

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"The E-Discovery Digest - October 2016"

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

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

See All Updates »

"Privacy & Cybersecurity Update - December 2016"

In this month's edition of our Privacy & Cybersecurity Update, we examine modifications to New York state's proposed cybersecurity regulations for financial institutions, a 5th Circuit ruling that a phishing scam is not covered…more

Banks, Commercial Crime Insurance Polices, Consumer Insurance Products, Cyber Insurance, Cybersecurity

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

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

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

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"The Fracturing of Global FRAND Patent Licensing"

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

China, FRAND, IEEE, IP License, Patents

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"Insights Conversations: International Renewable Energy Projects"

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

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

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

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

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

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

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

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

See All Updates »

"The E-Discovery Digest - October 2016"

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

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

See All Updates »

"Bankruptcy Court Tightens Intentional Fraudulent Transfer Pleading Requirements"

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

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

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"Executive Compensation and Benefits Alert: IRS Issues New Section 409A Guidance"

In an unexpected development, on June 21, 2016, the IRS issued proposed regulations that clarify and modify the final regulations issued in 2007 and the proposed income inclusion regulations issued in 2008. In many cases, these…more

Beneficiaries, Death Benefits, Deferred Compensation, Employee Benefits, Executive Compensation

See All Updates »

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

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

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

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

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

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

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"Federal Regulator Signals Willingness to Grant National Bank Charters to Fintech Companies"

On December 2, 2016, the Office of the Comptroller of the Currency (OCC) announced its willingness to entertain applications from financial technology (fintech) companies for special purpose national bank charters. In recent…more

Banking Sector, FDIC, Federal Reserve, FinTech, Fintech Charter

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"US Announces Tentative Lifting of Sudan Sanctions; OFAC Issues Guidance on Providing Sanctions Advice"

On January 13, 2017, President Obama and the Department of the Treasury’s Office of Foreign Assets Control (OFAC) announced the interim lifting of sanctions on Sudan, with a path to a permanent revocation of sanctions in six…more

Barack Obama, Darfur, EAR, Economic Sanctions, Exports

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The Class Action Chronicle - Summer 2015

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

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

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Insights: The Delaware Edition - October 2015

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

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

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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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"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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"Supreme Court Decision in FCA Case Both a Win, Setback for Health Care Providers"

On May 26, 2015, the U.S. Supreme Court issued a rare unanimous decision in a False Claims Act (FCA) case that cuts both ways for the health care industry. In an opinion authored by Justice Samuel Alito, the Court held in…more

Criminal Prosecution, False Claims Act (FCA), Federal Contractors, First-to-File, Health Care Providers

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"Privacy & Cybersecurity Update - December 2016"

In this month's edition of our Privacy & Cybersecurity Update, we examine modifications to New York state's proposed cybersecurity regulations for financial institutions, a 5th Circuit ruling that a phishing scam is not covered…more

Banks, Commercial Crime Insurance Polices, Consumer Insurance Products, Cyber Insurance, Cybersecurity

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"Supreme Court Clarifies Scope of Bankruptcy Court Authority, Allows Court Adjudication of ‘Stern Claims’ if Parties Consent"

On May 26, 2015, the U.S. Supreme Court issued its ruling in Wellness International Network, Ltd., et al. v. Sharif. The Wellness decision clarifies one of the most significant open issues created four years ago by the Court’s…more

Article III, Bankruptcy Code, Consent, Judicial Authority, SCOTUS

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

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

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

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"Plaintiffs Facing Headwinds in Pending Mutual Fund Fee Litigation"

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

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

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

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

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

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

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

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

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Employment Flash Alert: Los Angeles 'Ban the Box' Ordinance

The city of Los Angeles recently passed an ordinance called the Los Angeles Fair Chance Initiative for Hiring (Ban the Box), which will impact employers located or doing business in Los Angeles who employ more than 10 employees…more

Background Checks, Ban the Box, Criminal Background Checks, Employer Liability Issues, Fair Chance Act

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"Escobar and the Implied Certification Theory: Initial Cases Raise the Bar on Materiality in False Claims Act Litigation"

On June 16, 2016, the U.S. Supreme Court in Universal Health Services, Inc. v. United States ex rel. Escobar1 (Escobar) unanimously upheld the implied certification theory of False Claims Act (FCA) liability and strengthened the…more

Appeals, Conditions of Payment, DOJ, False Claims Act (FCA), False Implied Certification Theory

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"Activist Investing in Europe: A Special Report (September 2016)"

This report offers an overview of the state of activism in Europe, as well as country-specific profiles for the United Kingdom, France, Germany, Italy and Switzerland, including information and commentary on noteworthy activist…more

Acquisitions, Activist Investors, Board of Directors, Controlling Stockholders, EU

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"The E-Discovery Digest - October 2016"

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

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

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

US: Continuation of Aggressive Review and Enforcement - In 2014, the U.S. Department of Justice’s Antitrust Division (DOJ) and the Federal Trade Commission (FTC) further embraced their aggressive approach to merger…more

Antitrust Provisions, AT&T, Berkshire Hathaway, Competition, DirectTV

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