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

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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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"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 - Winter 2014

This is the sixth 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

Attorney's Fees, CAFA, Class Action, Class Certification, Dismissals

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"Revised HSR Thresholds Announced"

On January 15, 2015, 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

FTC, Hart-Scott-Rodino Act, Premerger Notifications, Threshhold 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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"New Provisions Require Structural Change for Foreign Banking Organizations"

The Enhanced Prudential Standards (Regulation YY) of the Board of Governors of the Federal Reserve System represent a significant shift in the U.S. regulation of foreign banking organizations (FBOs). In general, Regulation YY,…more

Bank Holding Company, Banking Sector, Banks, Dodd-Frank, Federal Reserve

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"UK Government Announces New 25 Percent Diverted Profits Tax"

On Wednesday, the U.K. Government released draft legislation to be effective on 1 April 2015, which will impose a “diverted profits tax” (DPT) at 25 percent of the amount of profits deemed to have been diverted from the U.K. (a)…more

Corporate Taxes, Multinationals, UK

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"Insights Focus: Key Observations for Directors and Senior Executives"

Although Insights is intended to cover a wide range of issues, there are a number of topics we believe will be of particular interest to directors and senior corporate executives. Below is an introduction to these topics and a…more

Board of Directors, C-Suite Executives, Corporate Counsel, Corporate Governance, Cybersecurity

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

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

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

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"DOJ 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 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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"Supreme Court Rules No Evidence Required to Remove Cases to Federal Court, Rejects Presumption Against Federal Jurisdiction in Class Actions"

Yesterday, the U.S. Supreme Court addressed an important question governing the procedure for removing cases to federal court — whether a defendant must attach evidence in support of key jurisdictional facts, such as the amount…more

CAFA, Class Action, Dart Cherokee Basin Operating Co. v. Owens, Federal Jurisdiction, Removal

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Skadden Energy Law Handbook - 2014

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

Energy Sector, Handbooks

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The Class Action Chronicle - Fall 2014

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

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

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Skadden Energy Law Handbook - 2014

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

Energy Sector, Handbooks

See All Updates »

"CFPB Defines 'Unfair,' 'Deceptive' and 'Abusive' Practices Through Enforcement Activity"

Since the Consumer Financial Protection Bureau (CFPB) opened its doors in July 2011, it has aggressively pursued enforcement actions against a wide range of consumer financial services providers. Although the Dodd-Frank Act…more

CFPB, Dodd-Frank, Enforcement Actions, Financial Institutions, Popular

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"Supreme Court Clarifies Standard to Challenge IRS Summons"

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

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

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

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

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

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The Class Action Chronicle - Winter 2014

This is the sixth 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

Attorney's Fees, CAFA, Class Action, Class Certification, Dismissals

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"SEC Releases Additional Frequently Asked Questions Regarding Form PF"

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

CFTC, Form PF, Reporting Requirements, SEC

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"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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"Global Workforces Create Compensation Challenges for Employers"

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

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

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"Implications of National Security Reviews on Foreign Acquisitions of US Businesses"

The Committee on Foreign Investment in the United States (CFIUS) can have a significant impact on transactions involving foreign acquirers. Parties considering cross-border merger and acquisition transactions should be aware of…more

Administrative Review Board, CFIUS, China, Corporate Counsel, Cross-Border Transactions

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"The 'Law 42' Arbitrations Against Ecuador and the Importance of BIT Language"

Bilateral Investment Treaties (BITs) afford investors a series of guarantees against expropriation or unfair treatment of investments in foreign jurisdictions. They also typically allow investors to enforce those rights before a…more

Arbitration, Bilateral Investment Treaties, Ecuador, Expropriation, FET Clauses

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The Class Action Chronicle - Winter 2014

This is the sixth 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

Attorney's Fees, CAFA, Class Action, Class Certification, Dismissals

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

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

C-Corporation, IRS, REIT, Tax Reform

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"Glazer: A Big Defense Victory, but Everyone Lost"

The most watched class action of the past year was the Glazer case — a rare occurrence of a consumer class action trial — which resulted in a defense victory. See In re Whirlpool Corp. Front-Loading Washer Prods. Liab. Litig…more

Class Action, Corporate Counsel, Manufacturers, Mold Litigation, Whirlpool v Glazer

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"Revised HSR Thresholds Announced"

On January 15, 2015, 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

FTC, Hart-Scott-Rodino Act, Premerger Notifications, Threshhold Requirements

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"Insights Conversations: Life Sciences"

A healthy market for M&A activity, particularly cross-border deals, and a strict regulatory environment are the big factors influencing the health and activities of life sciences companies. Skadden partners John T. Bentivoglio,…more

Cross-Border Transactions, DOJ, FDA, Inversions, Kickbacks

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

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

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

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The Class Action Chronicle - Winter 2014

This is the sixth 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

Attorney's Fees, CAFA, Class Action, Class Certification, Dismissals

See All Updates »

"Recent Regulatory and FASB Actions Impacting Auditors"

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

Auditors, Audits, FASB, PCAOB, Regulatory Standards

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"Dusting Off FIRREA: Old Statute Poses Challenges for Financial Institutions"

A long-dormant law can become an unexpectedly potent weapon in the hands of an assertive prosecutor. And in recent years, few statutes have undergone a rebirth more dramatic — and for some, more troubling — than the civil…more

Bank of America, Citibank, Civil Monetary Penalty, Countrywide, Criminal Prosecution

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"France's Double-Trial System for Market Abuses May Be Headed for Reform"

In 2015, the French double-trial system for market abuses will be referred to the Constitutional Council for an assessment of the system’s constitutionality under the double jeopardy rule (or, using the Latin maxim, the ne bis…more

Criminal Prosecution, Double Jeopardy, Enforcement Actions, Financial Markets, France

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"China's MOFCOM Aims to Fundamentally Change the Legal Landscape on Foreign Investments"

In January 2015, China’s Ministry of Commerce (MOFCOM) released a discussion draft of the proposed Foreign Investment Law (Discussion Draft), soliciting comments from the public. The Discussion Draft is aimed to, upon its…more

China, Data Protection, Foreign Investment, MOFCOM

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"Senate Finance Committee Takes Unanimous Step Toward FIRPTA Reform"

On February 11, 2015, the Senate Finance Committee unanimously approved a significant reform to the Foreign Investment in Real Property Tax Act (FIRPTA). The proposal demonstrates the continued bipartisan legislative commitment…more

Capital Gains, Corporate Taxes, Debt Securities, FIRPTA, Foreign Investment

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

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

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

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

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

Critical Infrastructure Sectors, EU, Foreign Investment, Veto Rights

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"IRS Guidance Clarifies Renewable Energy Tax Credit"

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

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

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

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

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

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"MSRB Issues Status Update on Draft Rule G-42"

Earlier this week, the Municipal Securities Rulemaking Board (MSRB) released an update on the status of Draft Rule G-42, which outlines the duties of non-solicitor municipal advisors. The MSRB indicated that it has further…more

MSRB, Municipal Advisers, Public Comment, Rulemaking Process, SEC

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"OFAC and BIS Implement Changes in Cuba Policy"

Since the 1960s, the United States has maintained an embargo on Cuba that in many respects is the most comprehensive set of economic and trade restrictions on any country. On January 16, 2015, amendments to regulations issued by…more

Amended Regulation, Banking Sector, BIS, Cuba, Embargo

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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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"Sectoral Sanctions Add New Layer of Complexity to OFAC Sanctions"

In response to the protracted crisis in Ukraine, the Obama administration authorized traditional and innovative economic sanctions against Russian and Ukrainian persons through Executive Orders 13660, 13661, 13662 and 13685. In…more

EU, G-7, OFAC, Russia, Sanctions

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Privacy & Cybersecurity - May 2014

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

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

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

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

Administrative Procedure Act, Anti-Injunction Act, Declaratory Judgment Act, Inversion, IRC

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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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"Insights Conversations: Life Sciences"

A healthy market for M&A activity, particularly cross-border deals, and a strict regulatory environment are the big factors influencing the health and activities of life sciences companies. Skadden partners John T. Bentivoglio,…more

Cross-Border Transactions, DOJ, FDA, Inversions, Kickbacks

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"MiFID 2: Reforming the Regulation of EU Securities and Derivatives Markets"

The European Union has begun a wide-ranging and radical reform of its securities and derivatives markets through MiFID 2, which is scheduled to be implemented across the EU by January 3, 2017. Implementation is dependent on a…more

Derivatives, EU, Financial Regulatory Reform, MiFID, Securities

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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

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"SEC Proposes New Rules on Hedging Policy Disclosures"

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Dodd-Frank amended Section 14…more

CD&A, Corporate Officers, Directors, Disclosure Requirements, Dodd-Frank

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"Supreme Court Mandates a Clear Error Standard of Review for Factual Findings Underlying Claim Construction"

In a 7-2 decision issued on January 20, 2015, the U.S. Supreme Court, in Teva Pharmaceuticals USA, Inc. v. Sandoz, Inc., held that the Federal Circuit must review factual findings underlying claim construction for clear error,…more

Claim Construction, Clear Error Standard, De Novo Standard of Review, Federal Rules of Civil Procedure, Patents

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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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"Acquisition Financings: European Certain Funds vs. US Limited Conditionality"

There has been a steadily increasing trend of European borrowers with little or no specific business in the U.S. raising financing under so-called “Yankee loans” — where the credit facility is syndicated to U.S. investors, is…more

Corporate Financing, EU, Financing, Foreign Investment, Stock Purchase Agreement

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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

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

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

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

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

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

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

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"China's MOFCOM Aims to Fundamentally Change the Legal Landscape on Foreign Investments"

In January 2015, China’s Ministry of Commerce (MOFCOM) released a discussion draft of the proposed Foreign Investment Law (Discussion Draft), soliciting comments from the public. The Discussion Draft is aimed to, upon its…more

China, Data Protection, Foreign Investment, MOFCOM

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"UK Government Announces New 25 Percent Diverted Profits Tax"

On Wednesday, the U.K. Government released draft legislation to be effective on 1 April 2015, which will impose a “diverted profits tax” (DPT) at 25 percent of the amount of profits deemed to have been diverted from the U.K. (a)…more

Corporate Taxes, Multinationals, UK

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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

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"Dusting Off FIRREA: Old Statute Poses Challenges for Financial Institutions"

A long-dormant law can become an unexpectedly potent weapon in the hands of an assertive prosecutor. And in recent years, few statutes have undergone a rebirth more dramatic — and for some, more troubling — than the civil…more

Bank of America, Citibank, Civil Monetary Penalty, Countrywide, Criminal Prosecution

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

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

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

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"Delaware Court of Chancery Decision Clarifies Fiduciary Issues in Insolvent Company Context"

The Court of Chancery of Delaware recently issued a noteworthy decision clarifying fiduciary duties and confirming business judgment rule protection for board-level business strategy decisions by directors of insolvent…more

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

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

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

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"Managing Regulatory Risk in Bank M&A"

We expect the slowly developing but increasingly perceptible trend toward community and regional bank consolidation in the United States to continue in 2015. In connection with growing bank M&A activity, closing risk in the…more

Banking Sector, Banks, Community Banks, Due Diligence, Industry Consolidation

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The Class Action Chronicle - Winter 2014

This is the sixth 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

Attorney's Fees, CAFA, Class Action, Class Certification, Dismissals

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

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Privacy & Cybersecurity - January 2015

In This Issue: - Summary of President’s Recent Proposals for Cybersecurity Legislation - New York Attorney General Proposes New Approaches to Data Security - Delaware Data Destruction Law Takes…more

Popular

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"Supreme Court Mandates a Clear Error Standard of Review for Factual Findings Underlying Claim Construction"

In a 7-2 decision issued on January 20, 2015, the U.S. Supreme Court, in Teva Pharmaceuticals USA, Inc. v. Sandoz, Inc., held that the Federal Circuit must review factual findings underlying claim construction for clear error,…more

Claim Construction, Clear Error Standard, De Novo Standard of Review, Federal Rules of Civil Procedure, Patents

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

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"Emerging Issues in the Federal Regulation of Electricity Markets"

In 2015, the Federal Energy Regulatory Commission (FERC) will address many of the most serious challenges the electric industry faces in multiple proceedings that will be closely followed by industry participants. Those…more

Electricity, EPA, FERC, Natural Gas, NERC

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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

See All Updates »

Employment Flash - December 2014

In This Issue: - Supreme Court Rejects Security Screening Time Pay - NLRB Finalizes Union Election Rule - NLRB Reverses Employers’ Ability To Ban Employee Nonwork Email Use - EEOC Challenges Employer Wellness…more

Amazon, Ambush Election Rules, Arbitration, Class Action, Class Action Arbitration Waivers

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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

See All Updates »

"United Kingdom: The SFO Focuses on Corporate Fraud and Corruption"

Once the subject of speculation regarding its possible consolidation with other agencies, the Serious Fraud Office (SFO) had an exceedingly busy 2014, with all signs suggesting that it will continue its aggressive enforcement in…more

Corporate Fraud, Corruption, DOJ, Enforcement Actions, Financial Conduct Authority

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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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"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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"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

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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

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Employment Flash - July 2013

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

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

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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

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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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"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

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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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"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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"Post-Actavis Rulings Focus on What Constitutes a Payment in Reverse-Payment Settlements"

Nearly a year and a half after the Supreme Court’s landmark decision in Federal Trade Commission v. Actavis, Inc., 133 S.Ct. 2223 (2013), the hotly contested issue of the legality of reverse-payment settlements remains as…more

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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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Employment Flash - December 2014

In This Issue: - Supreme Court Rejects Security Screening Time Pay - NLRB Finalizes Union Election Rule - NLRB Reverses Employers’ Ability To Ban Employee Nonwork Email Use - EEOC Challenges Employer Wellness…more

Amazon, Ambush Election Rules, Arbitration, Class Action, Class Action Arbitration Waivers

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"Supreme Court Mandates a Clear Error Standard of Review for Factual Findings Underlying Claim Construction"

In a 7-2 decision issued on January 20, 2015, the U.S. Supreme Court, in Teva Pharmaceuticals USA, Inc. v. Sandoz, Inc., held that the Federal Circuit must review factual findings underlying claim construction for clear error,…more

Claim Construction, Clear Error Standard, De Novo Standard of Review, Federal Rules of Civil Procedure, Patents

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"United States: International Cooperation, Anti-Corruption and Tax Remain Key Issues for Enforcement Authorities"

U.S. authorities continue to aggressively pursue cross-border investigations and to scrutinize closely the compliance programs of multinational corporations. Investigative activity by U.S. authorities in 2014 was particularly…more

Bribery, Chief Compliance Officers, Compliance, Corruption, Cross-Border

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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

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"EU Nonmerger Antitrust Enforcement Gets Stricter"

Developments in the past year are likely to affect nonmerger antitrust enforcement in the European Union in 2015 and beyond. In addition to merger enforcement, antitrust activity in 2014 provided a number of interesting…more

Antitrust Investigations, Enforcement, EU, Intel, Multinationals

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"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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"MiFID 2: Reforming the Regulation of EU Securities and Derivatives Markets"

The European Union has begun a wide-ranging and radical reform of its securities and derivatives markets through MiFID 2, which is scheduled to be implemented across the EU by January 3, 2017. Implementation is dependent on a…more

Derivatives, EU, Financial Regulatory Reform, MiFID, Securities

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The Class Action Chronicle - Winter 2014

This is the sixth 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

Attorney's Fees, CAFA, Class Action, Class Certification, Dismissals

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

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

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

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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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"Recent Cases Highlight Potential Pitfalls for Distressed Investors"

Despite lower-than-average Chapter 11 activity in 2014, the legal landscape for distressed investors has continued to evolve, with significant legal developments in credit bidding, make-whole premiums and intercreditor…more

Chapter 11, Commercial Bankruptcy, Credit Bids, Intercreditor Agreements, Make-Whole Premium

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The Class Action Chronicle - Winter 2014

This is the sixth 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

Attorney's Fees, CAFA, Class Action, Class Certification, Dismissals

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"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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"Election Results Bring Hope for Significant Changes in India and Indonesia"

This past year brought important political changes for the two largest economies in South/Southeast Asia. Although significant challenges remain, the election of a new government in India and a new president in Indonesia have…more

Economic Development, Election Results, Financial Markets, India, Indonesia

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"Europe's New Toolbox Aims to Minimize Impact of Troubled Banks"

Europe's latest legislative response to the recent financial crisis — the Bank Recovery and Resolution Directive (BRRD) — is intended to establish a minimum common toolbox for regulators in each member state to address bank…more

Banking Crisis, Banks, BRRD, EU, EU Directive

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"China M&A: Reform Plan Promotes Mixed Ownership of State-Owned Enterprises"

Chinese state-owned enterprises (SOEs) have played a significant role in the world's second-largest economy, with over 155,000 SOEs valued at approximately $17.4 trillion at the end of 2013 spanning almost every industry sector…more

China, Clean Energy, Foreign Investment, Mixed Ownership, Monopolization

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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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"Ambitious EPA Plan Would Require States to Reduce CO2 Emissions at Existing Power Plants"

In 2015, the U.S. Environmental Protection Agency (EPA) intends to issue in final form three proposed regulations for limiting carbon dioxide (CO2) emissions pursuant to Section 111 of the Clean Air Act. The proposed regulations…more

Carbon Emissions, Clean Air Act, EPA, Oil & Gas, Power Plants

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"Supreme Court Mandates a Clear Error Standard of Review for Factual Findings Underlying Claim Construction"

In a 7-2 decision issued on January 20, 2015, the U.S. Supreme Court, in Teva Pharmaceuticals USA, Inc. v. Sandoz, Inc., held that the Federal Circuit must review factual findings underlying claim construction for clear error,…more

Claim Construction, Clear Error Standard, De Novo Standard of Review, Federal Rules of Civil Procedure, Patents

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The Class Action Chronicle - Fall 2014

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

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

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"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

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"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

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"Senate Finance Committee Takes Unanimous Step Toward FIRPTA Reform"

On February 11, 2015, the Senate Finance Committee unanimously approved a significant reform to the Foreign Investment in Real Property Tax Act (FIRPTA). The proposal demonstrates the continued bipartisan legislative commitment…more

Capital Gains, Corporate Taxes, Debt Securities, FIRPTA, Foreign Investment

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"Emerging Issues in the Federal Regulation of Electricity Markets"

In 2015, the Federal Energy Regulatory Commission (FERC) will address many of the most serious challenges the electric industry faces in multiple proceedings that will be closely followed by industry participants. Those…more

Electricity, EPA, FERC, Natural Gas, NERC

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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

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 »

"Regulation AB: New Rules for Publicly Issued Asset-Backed Securities"

In August 2014, the Securities and Exchange Commission revised the existing regulations that govern the offering process and the disclosure and periodic reporting requirements for publicly offered asset-backed securities (ABS)…more

Amended Regulation, Asset-Backed Securities, Dodd-Frank, Public Offerings, Regulation AB

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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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"Insights Conversations: Cartels"

With improved coordination among agencies and across borders and the threat of dual criminal and civil enforcement, companies facing cartel investigations must navigate an increasingly complex environment. Skadden partners…more

Antitrust Division, Antitrust Investigations, Cartels, Criminal Prosecution, DOJ

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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 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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"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 - Winter 2014

This is the sixth 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

Attorney's Fees, CAFA, Class Action, Class Certification, Dismissals

See All Updates »

Privacy & Cybersecurity - January 2015

In This Issue: - Summary of President’s Recent Proposals for Cybersecurity Legislation - New York Attorney General Proposes New Approaches to Data Security - Delaware Data Destruction Law Takes…more

Popular

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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 »

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 »

"China’s MIIT Releases Draft Intellectual Property Policies for Industry Standardization Organizations"

The Electronic Intellectual Property Center of China’s Ministry of Industry and Information Technology (MIIT) has released a draft “Template for Intellectual Property Policies in Industry Standardization Organizations” (the…more

China, EEA, FRAND, MOFCOM, Patents

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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, Inversion, IRC

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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

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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

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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"SEC Proposes New Rules on Hedging Policy Disclosures"

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Dodd-Frank amended Section 14…more

CD&A, Corporate Officers, Directors, Disclosure Requirements, Dodd-Frank

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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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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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"Ambitious EPA Plan Would Require States to Reduce CO2 Emissions at Existing Power Plants"

In 2015, the U.S. Environmental Protection Agency (EPA) intends to issue in final form three proposed regulations for limiting carbon dioxide (CO2) emissions pursuant to Section 111 of the Clean Air Act. The proposed regulations…more

Carbon Emissions, Clean Air Act, EPA, Oil & Gas, Power Plants

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 »

"'Ban the Box' Initiatives: Removing Conviction Histories From Employment Applications"

The use of criminal records in the hiring process has received a great deal of attention in recent years. The Equal Employment Opportunity Commission issued guidance in 2012 requiring employers to demonstrate that conviction…more

Background Checks, Ban the Box, Criminal Background Checks, Discrimination, EEOC

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"Implications of National Security Reviews on Foreign Acquisitions of US Businesses"

The Committee on Foreign Investment in the United States (CFIUS) can have a significant impact on transactions involving foreign acquirers. Parties considering cross-border merger and acquisition transactions should be aware of…more

Administrative Review Board, CFIUS, China, Corporate Counsel, Cross-Border Transactions

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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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"China's MOFCOM Aims to Fundamentally Change the Legal Landscape on Foreign Investments"

In January 2015, China’s Ministry of Commerce (MOFCOM) released a discussion draft of the proposed Foreign Investment Law (Discussion Draft), soliciting comments from the public. The Discussion Draft is aimed to, upon its…more

China, Data Protection, Foreign Investment, MOFCOM

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"Delaware Continues to Influence US M&A"

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

Acquisitions, Controlling Stockholders, Corporate Governance, Mergers, Privatization

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"The US High-Yield Market: Balancing Risk and Return in 2015"

The U.S. high-yield market delivered the third strongest year by volume in 2014, with more than $310 billion of primary issuances, thanks in large part to the most active year in the M&A market since before the financial…more

Bonds, Corporate Sales Transactions, Credit Ratings, Energy Projects, Energy Sector

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"SEC Proposes New Rules on Hedging Policy Disclosures"

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Dodd-Frank amended Section 14…more

CD&A, Corporate Officers, Directors, Disclosure Requirements, Dodd-Frank

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"OFAC and BIS Implement Changes in Cuba Policy"

Since the 1960s, the United States has maintained an embargo on Cuba that in many respects is the most comprehensive set of economic and trade restrictions on any country. On January 16, 2015, amendments to regulations issued by…more

Amended Regulation, Banking Sector, BIS, Cuba, Embargo

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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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"Insights Conversations: Life Sciences"

A healthy market for M&A activity, particularly cross-border deals, and a strict regulatory environment are the big factors influencing the health and activities of life sciences companies. Skadden partners John T. Bentivoglio,…more

Cross-Border Transactions, DOJ, FDA, Inversions, Kickbacks

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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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"California Consumer Class Actions: What CashCall Means for Businesses in Privacy Cases"

The California Invasion of Privacy Act (CIPA) imposes criminal penalties on anyone who intentionally "eavesdrops upon or records [a] confidential communication" in California without the consent of all parties to the…more

Audio Recording, CashCall, CIPA, Confidential Communications, Criminal Prosecution

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"Ruling on Extraterritoriality May Protect Foreign Investors in US Bankruptcies"

The Bankruptcy Code authorizes a bankruptcy trustee to avoid (i.e., obtain the return of) certain types of prepetition property transfers so that the bankrupt estate can be divided among creditors fairly. For example, a trustee…more

Bankruptcy Code, Bernie Madoff, Commercial Bankruptcy, Extraterritoriality Rules, Judge Rakoff

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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. Jun