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

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 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

See All Updates »

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 »

"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

See All Updates »

"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

See All Updates »

"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

See All Updates »

"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

See All Updates »

"Insights: Brexit"

On June 23, the UK electorate took the historic decision to leave the European Union, a process that has never been undertaken by any member state. While the vote itself does not trigger the process of exit from a legal…more

Anti-Avoidance, Article 50 Treaty of the EU, Bilateral Agreements, Conflicts of Laws, Corporate Taxes

See All Updates »

"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

See All Updates »

"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

See All Updates »

"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

See All Updates »

"FTC and DOJ Announce HSR-Related Changes"

On November 28, 2016, the Premerger Notification Office of the Federal Trade Commission (PNO) and the Antitrust Division of the Department of Justice (DOJ) both announced potentially important changes in the way the agencies…more

Acquisitions, Antitrust Provisions, Competition, Corporate Counsel, DOJ

See All Updates »

"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

See All Updates »

"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

See All Updates »

"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 »

"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

See All Updates »

"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

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 »

"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 »

"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 »

"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

See All Updates »

"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

See All Updates »

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

See All Updates »

"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

See All Updates »

"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

See All Updates »

"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

See All Updates »

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 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 »

"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

See All Updates »

"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

See All Updates »

"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

See All Updates »

"Department of Labor Issues Guidance on Conflicts of Interest Rule"

The Department of Labor (DOL) recently issued guidance on the Conflicts of Interest Rule it released earlier this year. The guidance, issued on October 27, 2016, is in the form of answers to frequently asked questions, which the…more

Audits, Best Interest Contract Exemptions, Compliance, Conflicts of Interest, DOL

See All Updates »

"SEC Disclosure Brexit Trends"

Three months after the United Kingdom voted to exit the European Union, the timing and scope of Brexit remain unclear. Until such details are determined with specificity, there is and will continue to be increased economic and…more

Annual Reports, Corporate Counsel, Disclosure Requirements, EU, Filing Requirements

See All Updates »

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

See All Updates »

Hong Kong Regulatory Update - October 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

Financial Markets, Financial Reporting, Financial Sector, HKEx, Hong Kong

See All Updates »

"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

See All Updates »

"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

See All Updates »

"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

See All Updates »

"Trump Transition Announces Ban on Lobbyists and Post-Employment Restriction on Lobbying"

On November 16, 2016, a spokesman for President-elect Donald Trump announced on a conference call that Trump’s transition team is imposing certain restrictions on lobbyists who are appointed to the team. (The spokesman said…more

Donald Trump, Lobbyists, Restrictive Covenants, Transition Team, Trump Administration

See All Updates »

"OFAC and BIS Implement Additional Amendments in Support of Cuba Policy Shift"

On October 14, 2016, the Department of the Treasury’s Office of Foreign Assets Control (OFAC) and the Department of Commerce’s Bureau of Industry and Security (BIS) announced further amendments to ease U.S. sanctions and export…more

Aviation Industry, Barack Obama, BIS, Cuba, Cuban Assets Control Regulations (CACR)

See All Updates »

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

See All Updates »

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

See All Updates »

"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

See All Updates »

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

See All Updates »

"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

See All Updates »

Corporate Finance Alert: Second Circuit Upholds District Court’s Facebook Lock-Up Ruling: Underwriters Not Subject to Group Ownership, Short-Swing Profit Rules

On November 3, 2016, in Lowinger v. Morgan Stanley & Co. LLC, the U.S. Court of Appeals for the 2nd Circuit upheld a district court finding that customary initial public offering (IPO) lock-up agreements do not render parties to…more

16(b), Facebook, Initial Public Offerings, Lock-Up Agreement, Profits

See All Updates »

"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

See All Updates »

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

See All Updates »

"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

See All Updates »

"New Regulations Address Outbound Transfers and Transfer Pricing"

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

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

See All Updates »

Corporate Finance Alert: Second Circuit Upholds District Court’s Facebook Lock-Up Ruling: Underwriters Not Subject to Group Ownership, Short-Swing Profit Rules

On November 3, 2016, in Lowinger v. Morgan Stanley & Co. LLC, the U.S. Court of Appeals for the 2nd Circuit upheld a district court finding that customary initial public offering (IPO) lock-up agreements do not render parties to…more

16(b), Facebook, Initial Public Offerings, Lock-Up Agreement, Profits

See All Updates »

"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

See All Updates »

"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

See All Updates »

"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

See All Updates »

"Limited English Proficiency: An Emerging Compliance Risk"

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

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

See All Updates »

"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

See All Updates »

"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

See All Updates »

"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

See All Updates »

"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

See All Updates »

"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

See All Updates »

"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

See All Updates »

Hong Kong Regulatory Update - October 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

Financial Markets, Financial Reporting, Financial Sector, HKEx, Hong Kong

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

See All Updates »

"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

See All Updates »

"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

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 »

"Privacy & Cybersecurity Update - November 2016"

In this month's Privacy & Cybersecurity Update, we review an 11th Circuit case involving the longstanding battle between the FTC and medical company LabMD, recent NIST guidelines for securing devices connected to the internet,…more

Administrative Appeals, Appeals, China, Critical Infrastructure Sectors, Cybersecurity

See All Updates »

"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

See All Updates »

"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

See All Updates »

"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

See All Updates »

"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

See All Updates »

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

See All Updates »

"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

See All Updates »

"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

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

See All Updates »

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 »

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

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 »

"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

See All Updates »

"Privacy & Cybersecurity Update - November 2016"

In this month's Privacy & Cybersecurity Update, we review an 11th Circuit case involving the longstanding battle between the FTC and medical company LabMD, recent NIST guidelines for securing devices connected to the internet,…more

Administrative Appeals, Appeals, China, Critical Infrastructure Sectors, Cybersecurity

See All Updates »

"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

See All Updates »

"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

See All Updates »

"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

See All Updates »

"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 »

"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 »

"Employment Flash - October 2016"

Spotlight on Whistleblower Protections - On October 24, 2016, the Securities and Exchange Commission (SEC) issued a “risk alert” regarding SEC registrants’ compliance with Rule 21 F-17, which implements Section 21F of the…more

Acquiescence, Arbitration, Arbitration Agreements, Class Action Arbitration Waivers, Defend Trade Secrets Act (DTSA)

See All Updates »

"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

See All Updates »

"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

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 »

"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

See All Updates »

"SEC Charges Private Equity Fund Adviser as an Unregistered Broker"

On June 1, 2016, the Securities and Exchange Commission (the "SEC") accepted a settlement offer from a registered investment adviser of private equity funds, and its founder, principal and managing member. The settlement…more

Broker-Dealer, Civil Monetary Penalty, Disgorgement, Enforcement Actions, Fraud

See All Updates »

"FATCA Finally Takes Effect, Subject to Transition Rules"

After several years of delays, the Foreign Account Tax Compliance Act (FATCA) finally took effect on July 1, 2014. Congress enacted FATCA as part of the Hiring Incentives to Restore Employment Act in 2010 to stop U.S. taxpayers…more

Enforcement, FATCA, Foreign Bank Accounts, Intergovernmental Agreements, IRS

See All Updates »

"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 »

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

See All Updates »

"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 »

"Forward Momentum: Trulia Continues to Impact Resolution of Deal Litigation in Delaware and Beyond"

Throughout the second half of 2015, the Delaware Court of Chancery began questioning its long-standing practice of approving deal litigation settlements involving broad releases for defendants in exchange for disclosure (or…more

Acquisitions, Breach of Duty, Corporate Counsel, Disclosure Settlement, Dismissal With Prejudice

See All Updates »