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Fernando Aenlle-Rocha

Statute of Limitations for Government Enforcement Actions Seeking Civil Penalties Starts When Conduct Occurs, Not When Discovered

In Gabelli v. SEC, 568 US ___ (2013), a unanimous Supreme Court reversed the Second Circuit and held that the five-year statute of limitations for Government civil penalty enforcement actions under 28 U.S.C. §2642 begins to run…more

Discovery Rule, Fraud, Gabelli v SEC, SCOTUS, SEC

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Meltem Akol

Development and Opportunities in the Turkish Market - December 2012

The Turkish government’s agenda for development is one of the most ambitious in the world. Combined with investor friendly changes in the market, including a new investment incentive regime and new regulation enhancing…more

Financing, Foreign Investment, Public-Private Partnerships, Shareholders

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Jan-Holger Arndt

AIFMD: Update for non-EEA fund managers

From 22 July 2013, the Alternative Investment Fund Managers Directive (2011/61/EU) (the “Directive”) and the supplementary level 2 Regulation (EU) No 231/2013 (the “Regulation”) will come into effect. This legislation will…more

AIFM, AIFMD, Disclosure Requirements, EEA, EU

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Donna M. Attanasio

Summary of FERC Meeting Agenda - May 2013

Below are brief summaries of the agenda items for the Federal Energy Regulatory Commission’s May 16, 2013 meeting, pursuant to the agenda as issued on May 9, 2013. Agenda items E-3, E-13, E-17 have not been summarized as they…more

FERC, Geomagnetic Storms, Oil & Gas, Water

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Edward Attenborough

Supreme Court confirms that legal advice privilege does not apply to communications with non-lawyers

The Supreme Court this week handed down judgment in the case of R (on the application of Prudential plc and another) v Special Commissioner of Income Tax and another, confirming that legal advice privilege does not extend to…more

Accountants, EU, Legal Advice Privilege, Tax Advice

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Charles Balmain

UK Government opts in to Class Actions

As widely expected, earlier this week the Government announced proposals for reform of the private competition damages regime in the UK, proposing to increase the Competition Appeal Tribunal’s (CAT) power and introduce an…more

Class Action, Competition Appeal Tribunal, EU, Private Competition Damages

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David Barwise

The credit rating market for structured finance instruments: new requirements for issuers, originators and sponsors

On 31 May 2013, Regulation (EU) No 462/2013 (the “Amendment Regulation”) that further amends Regulation (EC) No 1060/2009 on credit rating agencies was published in the Official Journal. This was accompanied by a short Directive…more

AIFMD, Credit Ratings, Disclosure Requirements, ESMA, EU

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Natalia Bayurova

Trade Alert: Russia’s WTO Membership and the Gains for Russian Exporters

Russia's recent accession to the WTO has the potential to bring numerous benefits to Russian exporters. Membership will result in improved access for Russian exports in foreign markets — including the EU, the United States and…more

WTO

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Adrian Beasley

The English Court of Appeal confirms the effectiveness of Certificates of Acceptance in aircraft leasing transactions

The Court of Appeal’s recent decision in Olympic Airlines SA (in special liquidation) v ACG Acquisition XX LLC [2013] EWCA Civ 369 gives welcome comfort to lessors that properly drafted Certificates of Acceptance will provide an…more

Airlines, Certificates of Acceptance, EU, Leases

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Justin Benson

The English Court of Appeal confirms the effectiveness of Certificates of Acceptance in aircraft leasing transactions

The Court of Appeal’s recent decision in Olympic Airlines SA (in special liquidation) v ACG Acquisition XX LLC [2013] EWCA Civ 369 gives welcome comfort to lessors that properly drafted Certificates of Acceptance will provide an…more

Airlines, Certificates of Acceptance, EU, Leases

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Pascal Berghe

Do Your Suppliers Use Unauthorized IP? A Critical, Emerging Global Business Risk

Do you know whether the suppliers in your supply chains use unauthorized intellectual property (IP)? Are you in a position to answer this question definitively? Even if you own, or have the legal rights to use, all IP that you…more

Copyright, Cross-Border, OECD, Patents, Penalties

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Paule Biensan

Guinea Publishes Its Mining Contracts

The Republic of Guinea is home to substantial reserves of mineral resources, notably in bauxite and iron ore, and is widely considered in the mining and metals sector as a key jurisdiction to watch for significant growth in the…more

Minerals, Mining, Mining Contracts

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Thierry Bosly

European Court of Justice says the European Stability Mechanism (ESM) is compatible with EU law

In a judgment handed down today, in a preliminary reference from the Irish Supreme Court, in Thomas Pringle v The Government of Ireland, Ireland and the Attorney General (Case C-370/12), the Court of Justice of the European…more

European Stability Mechanism

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Pavel Boulatov

Court practice on credit obligations of individuals

On 22 May 2013 the Presidium of the Supreme Court of the Russian Federation (the “Supreme Court”) approved an overview of court practice in cases concerning the performance of credit obligations by individuals (the…more

Creditors, Debtors, Guarantors, Joint and Several Liability, Jurisdiction

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Oliver Brahmst

Delaware Supreme Court Confirms Liability for Failure to Negotiate in Good Faith

On appeal from the Delaware Court of Chancery, the Delaware Supreme Court, in SIGA Technologies, Inc. v. PharmAthene, Inc., recently held that an agreement to negotiate in good faith in accordance with a term sheet is an…more

Incorporation, Liability, License Agreements, Mergers, Negotiations

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Noah A. Brumfield

FTC Announces Annual Changes to HSR Thresholds

On January 10, 2013, the Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification thresholds. The FTC is required to revise the jurisdictional thresholds annually, based on the…more

FTC, Hart-Scott-Rodino Act, Size of Persons Test, Size of Transaction Test, Threshhold Requirements

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Richard Burke

OFAC Issues New General License Authorizing the Provision of Specified Fee-Based Personal Internet Communications Services, Software and Hardware to Iran

Introduction - US sanctions restrictions have traditionally exempted exchanges of information and informational materials. However, because the prohibitions on exports of software and services are sufficiently broad to…more

Exports, Iran Sanctions, Licenses, OFAC, Sanctions

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Tom Cameron

Supreme Court confirms English courts can grant injunctions to protect arbitration agreements, even absent a current or prospective arbitration

The Supreme Court yesterday confirmed that, even where no arbitration is contemplated or afoot, English courts can grant an anti-suit injunction protecting an English law agreement to arbitrate (AES Ust-Kamenogorsk LLP v…more

Anti-Suit Injunctions, Arbitration, Arbitration Agreements, EU, Injunctions

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Rebecca Campbell

Glencore’s Long March to Take Over Xstrata

At long last, Glencore has overcome the final regulatory hurdle and secured the approval of China’s Ministry of Commerce (MOFCOM) to acquire the 66 percent of Xstrata that it does not already own. But not before agreeing to part…more

China, Glencore, MOFCOM, Xstrata

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Iacopo Canino

How Tobin Tax and certain regulatory duties affect Block Trades in Italy

Italian Law No. 228 dated December 24, 2012, which approved the 2013 budget, contemplates, among others, a new tax applicable to certain financial transactions (the “Tobin Tax”). The Tobin Tax will apply to transactions,…more

Buyers, Derivatives, Duties, Foreign Banks, High Frequency Trading

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Linda Carlisle

Washington Energy Update - December 2012/January 2013

In This Issue: - Congress Keeps Wind Credit Alive, Adds New “Begin Construction” Requirement - FERC Approves NERC’s “Bright-Line” BES; Revised Rules of Procedure - Exercising Its Muscle—Enforcement Actions by the…more

Department of Energy, Enforcement Actions, Exports, FERC, Liquid Natural Gas

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Peter Carney

Getting the Deal Through – Cartel Regulation 2013: Global Overview and United States

Global Overview: Continued aggressive cartel enforcement in 2012 Authorities around the world continued to vigorously enforce cartel law in 2012. Total fines increased in many jurisdictions, and authorities around the world…more

Appeals, Cartels, Class Action, Criminal Sanctions, DOJ

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Kenneth A. Caruso

Statute of Limitations for Government Enforcement Actions Seeking Civil Penalties Starts When Conduct Occurs, Not When Discovered

In Gabelli v. SEC, 568 US ___ (2013), a unanimous Supreme Court reversed the Second Circuit and held that the five-year statute of limitations for Government civil penalty enforcement actions under 28 U.S.C. §2642 begins to run…more

Discovery Rule, Fraud, Gabelli v SEC, SCOTUS, SEC

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Baldwin Cheng

China Finance Bulletin - June 2013: ¦¦ SAFE’s New Rule Simplifies and Clarifies Foreign Debt Registration

SAFE’s New Rule Simplifies and Clarifies Foreign Debt Registration On April 28, 2013, the State Administrative of Foreign Exchange (“SAFE”) issued “The Administrative Measures for the Registration of Foreign Debt”…more

Debt, Foreign Exchanges, Foreign Investment, SAFE

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Adam Chernichaw

President Obama Issues New Executive Order on Improving Cybersecurity

On February 12, 2013, President Obama signed an executive order for "Improving Critical Infrastructure Cybersecurity" (the "Executive Order"). The Executive Order seeks to promote information sharing between the government and…more

Barack Obama, CISPA, Critical Infrastructure Sectors, Cybersecurity, Executive Orders

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Grigory Chernyshov

Court practice on credit obligations of individuals

On 22 May 2013 the Presidium of the Supreme Court of the Russian Federation (the “Supreme Court”) approved an overview of court practice in cases concerning the performance of credit obligations by individuals (the…more

Creditors, Debtors, Guarantors, Joint and Several Liability, Jurisdiction

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Mae Shan Chong

Myanmar Issues Foreign Investment Law Implementing Regulations

Summary - On January 31, 2013, the Ministry of National Planning and Economic Development released the new Implementing Regulations for the Myanmar Foreign Investment Law No. 21 (FIL No. 21). President U Thein Sein signed…more

Foreign Investment, Notice Requirements, Sanctions

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Robert Chung

Delaware Court of Chancery Finds Business Judgment Rule Review Standard Applicable to Controlling Stockholder Merger Conditioned on the Approval of Both an Independent Special Committee and a Majority-of-the-Minority Stockholder Vote

A recent decision of the Delaware Court of Chancery, In re MFW Shareholder Litigation, held that the business judgment rule standard of review applies in cases where a going-private transaction has been conditioned on both the…more

Board of Directors, Business Judgment Rule, Controlling Stockholders, Corporate Governance, Going-Private Transactions

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Ian Clark

European Court of Justice says the European Stability Mechanism (ESM) is compatible with EU law

In a judgment handed down today, in a preliminary reference from the Irish Supreme Court, in Thomas Pringle v The Government of Ireland, Ireland and the Attorney General (Case C-370/12), the Court of Justice of the European…more

European Stability Mechanism

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Jane Cooper

AIFMD: Update for non-EEA fund managers

From 22 July 2013, the Alternative Investment Fund Managers Directive (2011/61/EU) (the “Directive”) and the supplementary level 2 Regulation (EU) No 231/2013 (the “Regulation”) will come into effect. This legislation will…more

AIFM, AIFMD, Disclosure Requirements, EEA, EU

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Christopher Corr

China Business, Trade and Competition Bulletin - June 2013: China Renames Regulatory Agency: What’s in Store for the Cosmetics and Medical Device Industries?

In March 2013, the National People’s Congress of China formally changed the name of the State Food and Drug Administration (SFDA) to the China Food and Drug Administration (CFDA), elevating it back to a ministerial-level agency…more

CFDA, China, Cosmetics, Imports, Medical Devices

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Robert E. Counihan

Mayo V Prometheus: Another Guidepost on the Road to Determining Patentability in the Post-Industrial Age by Jane Plomley and Robert Counihan

Originally published in Bio-Science Law Review - November 2012. On 20 March 2012, in Mayo Collaborative Servs v Prometheus Labs, Inc., the Supreme Court of the United States invalidated diagnostic treatment process…more

Mayo v. Prometheus, Myriad, Patents

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Amanda Cowell

English court supports enforcement of arbitral award, granting worldwide injunction requiring disclosure of assets

This morning, Mr Justice Field handed down his decision in the case of Cruz City 1 Mauritius Holdings v Unitech Limited and others [2013] EWHC 1323 (Comm), confirming the jurisdiction of the English courts to order a…more

Arbitration, Disclosure Requirements, EU, Injunctions, Shareholders

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Paul Cowan

New Changes to the Late Payment of Commercial Debts (Interest) Act

On 16 March 2013, new regulations came into force in relation to the Late Payment of Commercial Debts (Interest) Act. Enacted to incorporate a recent EU Directive, these new regulations introduce a maximum payment period…more

Commercial Contracts, Debt, EU, Late Payments

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David Crook

Is the legal environment changing for Russia-related transactions? What new challenges will parties face and how should they address them?

A dynamic market - Russia is a dynamic, developing growth market, with a constantly changing legal environment. Right now Russia is seeing an upturn of activity in corporate transactions of all kinds: mergers and…more

Enforcement, Foreign Investment, Foreign Jurisdictions, Joint Venture, Public Listing

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Glen R. Cuccinello

A Proposed Fundamental Shift in US Foreign Bank Supervision

The Board of Governors of the Federal Reserve System (“Board”) has devoted some time to considering how to address the potential threat to the financial stability of the United States posed by a foreign bank with banking…more

Bank Holding Company, Broker-Dealer, Capital Requirements, Dividends, Federal Reserve

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Ian Cuillerier

Foreign Banks May Continue Swaps Activities...and Still Access Discount Window

The Board of Governors of the Federal Reserve System (“Board”) on June 5, 2013 took a bold step in issuing interim final rules (“Interim Rules”) that allow a foreign bank’s uninsured US branches and agencies to continue to…more

Discounts, Federal Reserve, Foreign Banks, Swap Dealers, Swaps

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Christopher Curran

Statute of Limitations for Government Enforcement Actions Seeking Civil Penalties Starts When Conduct Occurs, Not When Discovered

In Gabelli v. SEC, 568 US ___ (2013), a unanimous Supreme Court reversed the Second Circuit and held that the five-year statute of limitations for Government civil penalty enforcement actions under 28 U.S.C. §2642 begins to run…more

Discovery Rule, Fraud, Gabelli v SEC, SCOTUS, SEC

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G. William Currier

Statute of Limitations for Government Enforcement Actions Seeking Civil Penalties Starts When Conduct Occurs, Not When Discovered

In Gabelli v. SEC, 568 US ___ (2013), a unanimous Supreme Court reversed the Second Circuit and held that the five-year statute of limitations for Government civil penalty enforcement actions under 28 U.S.C. §2642 begins to run…more

Discovery Rule, Fraud, Gabelli v SEC, SCOTUS, SEC

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George Cyriac

India Budget 2013: Key Changes Affecting International Investors

On February 28, 2013, India’s Finance Minister presented the country’s budget for the fiscal year beginning April 1, 2013 (Budget). The Budget includes several proposals that affect international investors investing in India,…more

Business Taxes, Foreign Investment, GAAR, Royalties, Tax-Residency Certificate

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Mark Davison

Brussels Regulation Reforms: Key changes and their implications

The European Economic and Monetary Affairs Council has approved amendments to the Brussels Regulation (EC Regulation 44/2001 on jurisdiction and the recognition and enforcement of judgments in civil and commercial…more

Arbitration, Arbitration Agreements, EU, Foreign Judgments, Jurisdiction

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Harrison Denman

A Tale Of Two Debtors: Lehman Brothers And The Availability Of Equitable Subordination In The “Dueling Debtor” Context

Originally published in the NYU Journal of Law & Business - Vol. 9:269, 2012. This article suggests that the generally accepted “offensive/defensive” standard used by bankruptcy courts to determine whether a debtor may…more

Automatic Stay, Debtors, Dueling Debtor, Enron, Equitable Subordination

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Allie Diamond

State court ruling creates new uncertainty for DMCA safe harbors

A New York state court has ruled that a DMCA safe harbor does not protect internet services from claims they infringe pre-1972 sound recordings. The decision, UMG Recordings v. Escape Media Group, creates new uncertainty and…more

Copyright, Copyright Infringement, DCMA, Internet Service Providers, Safe Harbors

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Colin Diamond

OFAC Issues New General License Authorizing the Provision of Specified Fee-Based Personal Internet Communications Services, Software and Hardware to Iran

Introduction - US sanctions restrictions have traditionally exempted exchanges of information and informational materials. However, because the prohibitions on exports of software and services are sufficiently broad to…more

Exports, Iran Sanctions, Licenses, OFAC, Sanctions

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S. Lynn Diamond

FTC Announces Annual Changes to HSR Thresholds

On January 10, 2013, the Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification thresholds. The FTC is required to revise the jurisdictional thresholds annually, based on the…more

FTC, Hart-Scott-Rodino Act, Size of Persons Test, Size of Transaction Test, Threshhold Requirements

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Irina Dmitrieva

Trade Alert: Russia’s WTO Membership and the Gains for Russian Exporters

Russia's recent accession to the WTO has the potential to bring numerous benefits to Russian exporters. Membership will result in improved access for Russian exports in foreign markets — including the EU, the United States and…more

WTO

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Allison Dodd

Federal Legislation Introduced Regarding Mobile Application Privacy

On May 9, 2013, Georgia Congressman Hank Johnson introduced the Application Privacy, Protection and Security Act of 2013 (the "Apps Act"), a bill "[t]o provide for greater transparency in and user control over the treatment of…more

App Developers, APPS Act, Data Protection, FTC, Mobile Apps

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Toshio Dokei

Do Your Suppliers Use Unauthorized IP? A Critical, Emerging Global Business Risk

Do you know whether the suppliers in your supply chains use unauthorized intellectual property (IP)? Are you in a position to answer this question definitively? Even if you own, or have the legal rights to use, all IP that you…more

Copyright, Cross-Border, OECD, Patents, Penalties

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Andrei Donstov

Is the legal environment changing for Russia-related transactions? What new challenges will parties face and how should they address them?

A dynamic market - Russia is a dynamic, developing growth market, with a constantly changing legal environment. Right now Russia is seeing an upturn of activity in corporate transactions of all kinds: mergers and…more

Enforcement, Foreign Investment, Foreign Jurisdictions, Joint Venture, Public Listing

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Michael Doran

Bond Consent Solicitation Payments - Court of Appeal Upholds Judgment in Azevedo & Another v Imcopa

In summer 2012, two important judgments were handed down on cases relating to bond consent solicitations. Although the consent solicitation techniques proposed by the debtor companies in each case were markedly different, at…more

Bonds, Consent Solicitations, Creditors, Debtors, Foreign Sovereigns

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Donald C. Dowling, Jr.

How a US University Can Employ Faculty, Researchers, Administrators and Foreign Locals at an Overseas Program

A full century has passed since Yale professor Hiram Bingham discovered Machu Picchu and University of Chicago professor James Henry Breasted led his expeditions into Egypt and the Sudan for Chicago’s Oriental Institute amassing…more

Colleges, Corporate Governance, Foreign Nationals, Licenses, Overseas Educational Programs

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Dimitrious Drivas

What Does the Future Hold in View of the Supreme Court Decision on Isolated Genes and cDNA?

In a long-anticipated ruling, the US Supreme Court acknowledged Myriad Genetics’ contribution in discovering the location and sequence of the BRCA1 and BRCA2 genes but concluded that “Myriad did not create anything” when it…more

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Nicole Erb

OFAC Issues New General License Authorizing the Provision of Specified Fee-Based Personal Internet Communications Services, Software and Hardware to Iran

Introduction - US sanctions restrictions have traditionally exempted exchanges of information and informational materials. However, because the prohibitions on exports of software and services are sufficiently broad to…more

Exports, Iran Sanctions, Licenses, OFAC, Sanctions

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Rebecca Farrington

FTC Announces Annual Changes to HSR Thresholds

On January 10, 2013, the Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification thresholds. The FTC is required to revise the jurisdictional thresholds annually, based on the…more

FTC, Hart-Scott-Rodino Act, Size of Persons Test, Size of Transaction Test, Threshhold Requirements

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Ian Forrester

European Commission adopts a package on private damages actions in antitrust cases

On 11 June 2013, the European Commission (“Commission”) adopted a proposal for a directive on how citizens and companies can bring damages claims under EU antitrust rules. According to the Commission, the proposal serves to…more

Antitrust Litigation, EU, European Commission

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Ferigo Foscari

The credit rating market for structured finance instruments: new requirements for issuers, originators and sponsors

On 31 May 2013, Regulation (EU) No 462/2013 (the “Amendment Regulation”) that further amends Regulation (EC) No 1060/2009 on credit rating agencies was published in the Official Journal. This was accompanied by a short Directive…more

AIFMD, Credit Ratings, Disclosure Requirements, ESMA, EU

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Christopher Frampton

Restructuring & Beyond: The marine industry’s routes to safety: Survival strategies and new opportunities for companies, banks and investors in the marine sector

Shipping has its fortunes anchored to the health of the global economy. As long as supply exceeds demand, there will be companies at risk of failure. More than four years into the industry’s downturn, market equilibrium is…more

Shipping

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Tomoko Fuminaga

FSA’s Proposal to Amend the Existing Laws and Regulations with respect to Short Sales

On March 7, 2013, the Financial Services Agency of Japan (the “Japan FSA”) announced that it is considering amending certain aspects of the existing rules and regulations governing short sales by November 2013. This Client Alert…more

Japan FSA, Short Sales, Triggering Event, Uptick Rule

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Caileen N. Gamache

Washington Energy Update - February/March 2013

In This Issue: - Energy Highlights - Just the Facts: FERC Dismisses Third-Party Complaint of Alleged Reliability Standards Violations Due to an Insufficient Evidentiary Record - FERC Holds a Firm Line on…more

FERC, Mitigation

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J. Mark Gidley

FTC Announces Annual Changes to HSR Thresholds

On January 10, 2013, the Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification thresholds. The FTC is required to revise the jurisdictional thresholds annually, based on the…more

FTC, Hart-Scott-Rodino Act, Size of Persons Test, Size of Transaction Test, Threshhold Requirements

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Christopher Glancy

Supreme Court Applies “First Sale” Doctrine to Foreign-Made Copyrighted Goods

The Supreme Court ruled in Kirtsaeng v. John Wiley & Sons, Inc. that copyright law does not prohibit the unauthorized importation and sale of copyrighted goods manufactured outside the United States. This decision, which…more

Copyright, Exports, First Sale Doctrine, Grey Market, Imports

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Holt Goddard

Considerations for the 2013 Form 10-K and Annual Proxy Season

The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking…more

Board of Directors, CEOs, Clawback Agreements, Compensation Committee, Conflict Mineral Rules

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David Goldberg

Is the legal environment changing for Russia-related transactions? What new challenges will parties face and how should they address them?

A dynamic market - Russia is a dynamic, developing growth market, with a constantly changing legal environment. Right now Russia is seeing an upturn of activity in corporate transactions of all kinds: mergers and…more

Enforcement, Foreign Investment, Foreign Jurisdictions, Joint Venture, Public Listing

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Chang-Do Gong

Delaware Supreme Court Confirms Liability for Failure to Negotiate in Good Faith

On appeal from the Delaware Court of Chancery, the Delaware Supreme Court, in SIGA Technologies, Inc. v. PharmAthene, Inc., recently held that an agreement to negotiate in good faith in accordance with a term sheet is an…more

Incorporation, Liability, License Agreements, Mergers, Negotiations

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Daniel A. Hagan

Washington Energy Update - April/May 2013

In This Issue: - DOE Begins to Authorize Pending LNG Export Applications — Cautiously - Senators Want to Extend Master Limited Partnerships to Renewables - FERC Takes on Formula Rate Protocols - Energy…more

DOE, Exports, Federal Budget, FERC, Limited Partnerships

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Claire Hall

The CFTC Issues Interim Final Rules Extending the Time for Compliance with Certain Business Conduct and Documentation Requirements for Swap Dealers and Major Swap Participants

On December 18, 2012, the US Commodity Futures Trading Commission’s (the “Commission”) approved interim final rules (the “Interim Final Rules”) for swap dealers (“SDs”) and major swap participants (“MSPs”) that delay compliance…more

CFTC, Dodd-Frank, Major Swap Participants, Required Documentation, Swap Dealers

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Mark Hamilton

Recent Tax Court Case Exposes Risks of Indirect Prohibited Transactions by IRAs

Tax-qualified pension, savings and retirement plans and individual retirement accounts (“IRAs”) are subject to complex prohibited transaction rules under § 4975 of the Internal Revenue Code of 1986, as amended (the “Code”…more

IRA, Pensions, Prohitibed Transactions, Retirement

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Sharon Hartline

AIFMD: Update for non-EEA fund managers

From 22 July 2013, the Alternative Investment Fund Managers Directive (2011/61/EU) (the “Directive”) and the supplementary level 2 Regulation (EU) No 231/2013 (the “Regulation”) will come into effect. This legislation will…more

AIFM, AIFMD, Disclosure Requirements, EEA, EU

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Norifusa Hashimoto

FSA’s Proposal to Amend the Existing Laws and Regulations with respect to Short Sales

On March 7, 2013, the Financial Services Agency of Japan (the “Japan FSA”) announced that it is considering amending certain aspects of the existing rules and regulations governing short sales by November 2013. This Client Alert…more

Japan FSA, Short Sales, Triggering Event, Uptick Rule

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Warren Heit

CLS Bank v. Alice Corp. Further Muddies §101 Patent Eligibility

On May 10, 2013, the Federal Circuit issued deeply divided opinions on the standards to be applied to determine patent eligibility of software and business method patents, further opening the door to challenges of such patents…more

CLS Bank, CLS Bank v Alice Corp, Patent-Eligible Subject Matter, Patents

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Scott E. Hershman

Statute of Limitations for Government Enforcement Actions Seeking Civil Penalties Starts When Conduct Occurs, Not When Discovered

In Gabelli v. SEC, 568 US ___ (2013), a unanimous Supreme Court reversed the Second Circuit and held that the five-year statute of limitations for Government civil penalty enforcement actions under 28 U.S.C. §2642 begins to run…more

Discovery Rule, Fraud, Gabelli v SEC, SCOTUS, SEC

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Kevin Heverin

Bond Consent Solicitation Payments - Court of Appeal Upholds Judgment in Azevedo & Another v Imcopa

In summer 2012, two important judgments were handed down on cases relating to bond consent solicitations. Although the consent solicitation techniques proposed by the debtor companies in each case were markedly different, at…more

Bonds, Consent Solicitations, Creditors, Debtors, Foreign Sovereigns

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Patrick Holten

Washington Energy Update - February/March 2013

In This Issue: - Energy Highlights - Just the Facts: FERC Dismisses Third-Party Complaint of Alleged Reliability Standards Violations Due to an Insufficient Evidentiary Record - FERC Holds a Firm Line on…more

FERC, Mitigation

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Zelda Hunter

Supreme Court confirms that legal advice privilege does not apply to communications with non-lawyers

The Supreme Court this week handed down judgment in the case of R (on the application of Prudential plc and another) v Special Commissioner of Income Tax and another, confirming that legal advice privilege does not extend to…more

Accountants, EU, Legal Advice Privilege, Tax Advice

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Tallat Hussain

Insight: Asset Finance - March 2013: High Hopes for Regulating International Aviation Emissions

“Application of the [EU] emissions trading scheme to aviation infringes neither the principles of customary international law at issue nor the Open Skies Agreement”. This was the judgment of the European Court of…more

Airlines, Aviation, EU, EU ETS, Greenhouse Gas Emissions

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Michael Immordino

How Tobin Tax and certain regulatory duties affect Block Trades in Italy

Italian Law No. 228 dated December 24, 2012, which approved the 2013 budget, contemplates, among others, a new tax applicable to certain financial transactions (the “Tobin Tax”). The Tobin Tax will apply to transactions,…more

Buyers, Derivatives, Duties, Foreign Banks, High Frequency Trading

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David Johansen

Considerations for the 2013 Form 10-K and Annual Proxy Season

The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking…more

Board of Directors, CEOs, Clawback Agreements, Compensation Committee, Conflict Mineral Rules

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Johanna Johnson

Government gives go ahead for new employment status

On 3 December 2012, the UK Government published its response to a consultation paper on the Chancellor’s proposal for implementing a new “employee shareholder” status. Whilst acknowledging that only “a very small number of…more

BIS, Capital Gains, Employee Rights, Employee Shareholders, EU

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Helen Joseph

Forfeiture, penalty and repudiation: terminating the employment of highly paid employees

Two recent cases in the English courts have focused on important issues for employers of senior and highly remunerated employees, particularly those in the financial services sector where payments under incentive plans are often…more

Breach of Contract, Employment Terms, EU, Forfeiture, Hiring & Firing

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Gary Kashar

Netflix SEC Investigation Report Clarifies the Use of Social Media and Regulation FD

Regulation FD - Regulation FD prohibits US public companies or persons acting on their behalf from selectively disclosing material, nonpublic information to securities professionals or investors when it is reasonably…more

Disclosure Requirements, Information Sharing, Netflix, Regulation FD, SEC

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Michael E. Kavoukjian

Effects of the New US Tax Law on Estate Planning

On January 3, 2013, President Obama signed the American Taxpayer Relief Act of 2012 into law. As a result, for the first time in over 12 years, there is now some certainty in the Federal estate tax, the Federal gift tax and the…more

American Taxpayer Relief Act, Estate Tax, Generation-Skipping Transfer, Gift-Tax Exemption, Portability

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Joshua Kiernan

Netflix SEC Investigation Report Clarifies the Use of Social Media and Regulation FD

Regulation FD - Regulation FD prohibits US public companies or persons acting on their behalf from selectively disclosing material, nonpublic information to securities professionals or investors when it is reasonably…more

Disclosure Requirements, Information Sharing, Netflix, Regulation FD, SEC

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James R.M. Killick

European Commission adopts a package on private damages actions in antitrust cases

On 11 June 2013, the European Commission (“Commission”) adopted a proposal for a directive on how citizens and companies can bring damages claims under EU antitrust rules. According to the Commission, the proposal serves to…more

Antitrust Litigation, EU, European Commission

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Dr. Assimakis Komninos

European Commission adopts a package on private damages actions in antitrust cases

On 11 June 2013, the European Commission (“Commission”) adopted a proposal for a directive on how citizens and companies can bring damages claims under EU antitrust rules. According to the Commission, the proposal serves to…more

Antitrust Litigation, EU, European Commission

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Thomas Lauria

Restructuring & Beyond: The marine industry’s routes to safety: Survival strategies and new opportunities for companies, banks and investors in the marine sector

Shipping has its fortunes anchored to the health of the global economy. As long as supply exceeds demand, there will be companies at risk of failure. More than four years into the industry’s downturn, market equilibrium is…more

Shipping

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Anthony Lavers

New Changes to the Late Payment of Commercial Debts (Interest) Act

On 16 March 2013, new regulations came into force in relation to the Late Payment of Commercial Debts (Interest) Act. Enacted to incorporate a recent EU Directive, these new regulations introduce a maximum payment period…more

Commercial Contracts, Debt, EU, Late Payments

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John Leary

China Bulletin - March 2013: China Eases Foreign Exchange Restrictions on FDI

On November 21, 2012, China’s State Administration of Foreign Exchange (“SAFE”) released a new circular, “Circular on Further Improvement and Amendment of Foreign Exchange Control Policies on Direct Investment ([2012] No. 59),”…more

China, Foreign Investment, SAFE

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Lindsay Leonard

Kiobel v. Royal Dutch Petroleum: Beyond the Alien Tort Statute—Broadly Extending the Presumption Against the Extraterritorial Reach of US Law

Since the Second Circuit decided Filártiga v. Pena-Irala in 1980, plaintiffs have deployed the Alien Tort Statute (“ATS”) to great effect against multinational corporations. The statute — which had lain dormant since 1789 — has…more

Alien Tort Statute, Extraterritoriality Rules, Kiobel v. Royal Dutch Petroleum Co., Royal Dutch Petroleum

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Darryl S. Lew

Statute of Limitations for Government Enforcement Actions Seeking Civil Penalties Starts When Conduct Occurs, Not When Discovered

In Gabelli v. SEC, 568 US ___ (2013), a unanimous Supreme Court reversed the Second Circuit and held that the five-year statute of limitations for Government civil penalty enforcement actions under 28 U.S.C. §2642 begins to run…more

Discovery Rule, Fraud, Gabelli v SEC, SCOTUS, SEC

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Xiaoming Li

China Finance Bulletin - June 2013: ¦¦ SAFE’s New Rule Simplifies and Clarifies Foreign Debt Registration

SAFE’s New Rule Simplifies and Clarifies Foreign Debt Registration On April 28, 2013, the State Administrative of Foreign Exchange (“SAFE”) issued “The Administrative Measures for the Registration of Foreign Debt”…more

Debt, Foreign Exchanges, Foreign Investment, SAFE

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Bertrand Liard

Discovery in the US Involving French Companies

Judicial cross border litigation and/or international arbitration proceedings reveal two distinct systems: common law systems allow a comprehensive collection and disclosure of all existing documents leading to admissible…more

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Charlie Lightfoot

Brussels Regulation Reforms: Key changes and their implications

The European Economic and Monetary Affairs Council has approved amendments to the Brussels Regulation (EC Regulation 44/2001 on jurisdiction and the recognition and enforcement of judgments in civil and commercial…more

Arbitration, Arbitration Agreements, EU, Foreign Judgments, Jurisdiction

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John Lillis

India Budget 2013: Key Changes Affecting International Investors

On February 28, 2013, India’s Finance Minister presented the country’s budget for the fiscal year beginning April 1, 2013 (Budget). The Budget includes several proposals that affect international investors investing in India,…more

Business Taxes, Foreign Investment, GAAR, Royalties, Tax-Residency Certificate

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Scott Lincicome

Washington Energy Update - December 2012/January 2013

In This Issue: - Congress Keeps Wind Credit Alive, Adds New “Begin Construction” Requirement - FERC Approves NERC’s “Bright-Line” BES; Revised Rules of Procedure - Exercising Its Muscle—Enforcement Actions by the…more

Department of Energy, Enforcement Actions, Exports, FERC, Liquid Natural Gas

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Pontus Lindfelt

European Commission adopts a package on private damages actions in antitrust cases

On 11 June 2013, the European Commission (“Commission”) adopted a proposal for a directive on how citizens and companies can bring damages claims under EU antitrust rules. According to the Commission, the proposal serves to…more

Antitrust Litigation, EU, European Commission

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Gregory G. Little

Statute of Limitations for Government Enforcement Actions Seeking Civil Penalties Starts When Conduct Occurs, Not When Discovered

In Gabelli v. SEC, 568 US ___ (2013), a unanimous Supreme Court reversed the Second Circuit and held that the five-year statute of limitations for Government civil penalty enforcement actions under 28 U.S.C. §2642 begins to run…more

Discovery Rule, Fraud, Gabelli v SEC, SCOTUS, SEC

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Carmen Lo

Supreme Court Interprets Copyright "First Sale" Doctrine

Introduction - On March 19, 2013, in a 6-3 decision, the Supreme Court issued its opinion in Kirtsaeng v. John Wiley & Sons, Inc., holding that the copyright "first sale" doctrine applies to copies of works manufactured outside…more

Copyright, Copyright Infringement, First Sale Doctrine, Kirtsaeng v. John Wiley & Sons, SCOTUS

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Meredith Louis

Amendments to the Economic Espionage Act Broaden Trade Secret Protection

Protecting and enforcing trade secrets in the United States has historically been challenging. Recent amendments to the Economic Espionage Act of 1996 (the "EEA"), which criminalizes theft of trade secrets, broaden the scope of…more

Attorney Generals, Economic Espionage Act, Misappropriation, Theft, Trade Secrets

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Caroline Lyannaz

Discovery in the US Involving French Companies

Judicial cross border litigation and/or international arbitration proceedings reveal two distinct systems: common law systems allow a comprehensive collection and disclosure of all existing documents leading to admissible…more

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Patrick Ma

China Business, Trade and Competition Bulletin - June 2013: China Renames Regulatory Agency: What’s in Store for the Cosmetics and Medical Device Industries?

In March 2013, the National People’s Congress of China formally changed the name of the State Food and Drug Administration (SFDA) to the China Food and Drug Administration (CFDA), elevating it back to a ministerial-level agency…more

CFDA, China, Cosmetics, Imports, Medical Devices

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Jacquelyn F. MacLennan

European Commission adopts a package on private damages actions in antitrust cases

On 11 June 2013, the European Commission (“Commission”) adopted a proposal for a directive on how citizens and companies can bring damages claims under EU antitrust rules. According to the Commission, the proposal serves to…more

Antitrust Litigation, EU, European Commission

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Cecily P. Maguire

Effects of the New US Tax Law on Estate Planning

On January 3, 2013, President Obama signed the American Taxpayer Relief Act of 2012 into law. As a result, for the first time in over 12 years, there is now some certainty in the Federal estate tax, the Federal gift tax and the…more

American Taxpayer Relief Act, Estate Tax, Generation-Skipping Transfer, Gift-Tax Exemption, Portability

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Kartick Maheshwari

India Budget 2013: Key Changes Affecting International Investors

On February 28, 2013, India’s Finance Minister presented the country’s budget for the fiscal year beginning April 1, 2013 (Budget). The Budget includes several proposals that affect international investors investing in India,…more

Business Taxes, Foreign Investment, GAAR, Royalties, Tax-Residency Certificate

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David Manson

Restructuring & Beyond: The marine industry’s routes to safety: Survival strategies and new opportunities for companies, banks and investors in the marine sector

Shipping has its fortunes anchored to the health of the global economy. As long as supply exceeds demand, there will be companies at risk of failure. More than four years into the industry’s downturn, market equilibrium is…more

Shipping

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Rian Matthews

Supreme Court confirms English courts can grant injunctions to protect arbitration agreements, even absent a current or prospective arbitration

The Supreme Court yesterday confirmed that, even where no arbitration is contemplated or afoot, English courts can grant an anti-suit injunction protecting an English law agreement to arbitrate (AES Ust-Kamenogorsk LLP v…more

Anti-Suit Injunctions, Arbitration, Arbitration Agreements, EU, Injunctions

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Neal McAliley

Statute of Limitations for Government Enforcement Actions Seeking Civil Penalties Starts When Conduct Occurs, Not When Discovered

In Gabelli v. SEC, 568 US ___ (2013), a unanimous Supreme Court reversed the Second Circuit and held that the five-year statute of limitations for Government civil penalty enforcement actions under 28 U.S.C. §2642 begins to run…more

Discovery Rule, Fraud, Gabelli v SEC, SCOTUS, SEC

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Kevin McGann

CLS Bank v. Alice Corp. Further Muddies §101 Patent Eligibility

On May 10, 2013, the Federal Circuit issued deeply divided opinions on the standards to be applied to determine patent eligibility of software and business method patents, further opening the door to challenges of such patents…more

CLS Bank, CLS Bank v Alice Corp, Patent-Eligible Subject Matter, Patents

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Brendan McGivern

Trade Alert: Russia’s WTO Membership and the Gains for Russian Exporters

Russia's recent accession to the WTO has the potential to bring numerous benefits to Russian exporters. Membership will result in improved access for Russian exports in foreign markets — including the EU, the United States and…more

WTO

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Gavin McLean

The credit rating market for structured finance instruments: new requirements for issuers, originators and sponsors

On 31 May 2013, Regulation (EU) No 462/2013 (the “Amendment Regulation”) that further amends Regulation (EC) No 1060/2009 on credit rating agencies was published in the Official Journal. This was accompanied by a short Directive…more

AIFMD, Credit Ratings, Disclosure Requirements, ESMA, EU

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Peita Menon

A nuisance called FATCA – Does the UK/US IGA make it bearable?

The introduction by the US of the Foreign Account Tax Compliance Act 2010 (FATCA) set the proverbial cat amongst the pigeons in the international loan financing markets by requiring foreign and domestic borrowers, lenders and…more

Borrowers, FATCA, FFI, Intergovernmental Agreements, IRS

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Stefan Mentzer

State court ruling creates new uncertainty for DMCA safe harbors

A New York state court has ruled that a DMCA safe harbor does not protect internet services from claims they infringe pre-1972 sound recordings. The decision, UMG Recordings v. Escape Media Group, creates new uncertainty and…more

Copyright, Copyright Infringement, DCMA, Internet Service Providers, Safe Harbors

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Bryan Merryman

Raising the Bar: HUD Issues New Rule Imposing More Demanding Standard for Defending Against Discrimination Claims Under the Fair Housing Act

The Department of Housing and Urban Development (HUD) recently issued a new rule to formalize a national standard for determining whether a housing practice violates the Fair Housing Act (FHA) as the result of a discriminatory…more

Burden-Shifting, Discrimination, Discriminatory Effects Rule, FHA, HUD

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Jennifer Mersing

Washington Energy Update - December 2012/January 2013

In This Issue: - Congress Keeps Wind Credit Alive, Adds New “Begin Construction” Requirement - FERC Approves NERC’s “Bright-Line” BES; Revised Rules of Procedure - Exercising Its Muscle—Enforcement Actions by the…more

Department of Energy, Enforcement Actions, Exports, FERC, Liquid Natural Gas

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Justin S. Miller

Washington Energy Update - December 2012/January 2013

In This Issue: - Congress Keeps Wind Credit Alive, Adds New “Begin Construction” Requirement - FERC Approves NERC’s “Bright-Line” BES; Revised Rules of Procedure - Exercising Its Muscle—Enforcement Actions by the…more

Department of Energy, Enforcement Actions, Exports, FERC, Liquid Natural Gas

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Arthur Mitchell

Do Your Suppliers Use Unauthorized IP? A Critical, Emerging Global Business Risk

Do you know whether the suppliers in your supply chains use unauthorized intellectual property (IP)? Are you in a position to answer this question definitively? Even if you own, or have the legal rights to use, all IP that you…more

Copyright, Cross-Border, OECD, Patents, Penalties

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Jayashree Mitra PhD

Supreme Court Applies “First Sale” Doctrine to Foreign-Made Copyrighted Goods

The Supreme Court ruled in Kirtsaeng v. John Wiley & Sons, Inc. that copyright law does not prohibit the unauthorized importation and sale of copyrighted goods manufactured outside the United States. This decision, which…more

Copyright, Exports, First Sale Doctrine, Grey Market, Imports

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Leslie Morioka

What Does the Future Hold in View of the Supreme Court Decision on Isolated Genes and cDNA?

In a long-anticipated ruling, the US Supreme Court acknowledged Myriad Genetics’ contribution in discovering the location and sequence of the BRCA1 and BRCA2 genes but concluded that “Myriad did not create anything” when it…more

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Prabhu Narasimhan

A nuisance called FATCA – Does the UK/US IGA make it bearable?

The introduction by the US of the Foreign Account Tax Compliance Act 2010 (FATCA) set the proverbial cat amongst the pigeons in the international loan financing markets by requiring foreign and domestic borrowers, lenders and…more

Borrowers, FATCA, FFI, Intergovernmental Agreements, IRS

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Jeremy Naylor

Treasury Issues Final FATCA Regulations

Introduction - On January 17, 2013, the Department of the Treasury (“the Treasury”) and the Internal Revenue Service (the “Service”) issued final regulations (the “Regulations”) under Sections 1471 through 1474 of the…more

Capital Markets, Documentation, Exemptions, FATCA, Foreign Banks

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Edward Neaher, Jr.

Maryland and Florida Pass New PPP Legislation

On April 9, 2013, Maryland Governor Martin O'Malley signed House Bill 560 ("HB560") into law, which extensively revises Maryland's existing public-private partnership ("PPP") statute. HB560 formalizes the State's policy on the…more

New Legislation, Public-Private Partnerships, Request for Proposals

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Nandan Nelivigi

India Budget 2013: Key Changes Affecting International Investors

On February 28, 2013, India’s Finance Minister presented the country’s budget for the fiscal year beginning April 1, 2013 (Budget). The Budget includes several proposals that affect international investors investing in India,…more

Business Taxes, Foreign Investment, GAAR, Royalties, Tax-Residency Certificate

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Seiji Niwa

Do Your Suppliers Use Unauthorized IP? A Critical, Emerging Global Business Risk

Do you know whether the suppliers in your supply chains use unauthorized intellectual property (IP)? Are you in a position to answer this question definitively? Even if you own, or have the legal rights to use, all IP that you…more

Copyright, Cross-Border, OECD, Patents, Penalties

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Sara Nordin

EU renews sanctions against Syria (except the arms embargo), and updates/implements measures against Belarus and Libya

I. Introduction - The EU has renewed its sanctions against Syria until 1 June 2014, with the exception of the arms embargo. For Belarus, the Council has decided to delist three parties from the asset freeze…more

Arms Embargo, EU, Frozen Assets, Middle East, Sanctions

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Earle H. O'Donnell

Summary of FERC Meeting Agenda - May 2013

Below are brief summaries of the agenda items for the Federal Energy Regulatory Commission’s May 16, 2013 meeting, pursuant to the agenda as issued on May 9, 2013. Agenda items E-3, E-13, E-17 have not been summarized as they…more

FERC, Geomagnetic Storms, Oil & Gas, Water

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Jeff Oelke

What Does the Future Hold in View of the Supreme Court Decision on Isolated Genes and cDNA?

In a long-anticipated ruling, the US Supreme Court acknowledged Myriad Genetics’ contribution in discovering the location and sequence of the BRCA1 and BRCA2 genes but concluded that “Myriad did not create anything” when it…more

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Koichiro Ohashi

FSA’s Proposal to Amend the Existing Laws and Regulations with respect to Short Sales

On March 7, 2013, the Financial Services Agency of Japan (the “Japan FSA”) announced that it is considering amending certain aspects of the existing rules and regulations governing short sales by November 2013. This Client Alert…more

Japan FSA, Short Sales, Triggering Event, Uptick Rule

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Jonathan Olier

Myanmar Issues Foreign Investment Law Implementing Regulations

Summary - On January 31, 2013, the Ministry of National Planning and Economic Development released the new Implementing Regulations for the Myanmar Foreign Investment Law No. 21 (FIL No. 21). President U Thein Sein signed…more

Foreign Investment, Notice Requirements, Sanctions

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John M. Olivieri

Effects of the New US Tax Law on Estate Planning

On January 3, 2013, President Obama signed the American Taxpayer Relief Act of 2012 into law. As a result, for the first time in over 12 years, there is now some certainty in the Federal estate tax, the Federal gift tax and the…more

American Taxpayer Relief Act, Estate Tax, Generation-Skipping Transfer, Gift-Tax Exemption, Portability

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Takako Onoki

Do Your Suppliers Use Unauthorized IP? A Critical, Emerging Global Business Risk

Do you know whether the suppliers in your supply chains use unauthorized intellectual property (IP)? Are you in a position to answer this question definitively? Even if you own, or have the legal rights to use, all IP that you…more

Copyright, Cross-Border, OECD, Patents, Penalties

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Daren M. Orzechowski

Federal Legislation Introduced Regarding Mobile Application Privacy

On May 9, 2013, Georgia Congressman Hank Johnson introduced the Application Privacy, Protection and Security Act of 2013 (the "Apps Act"), a bill "[t]o provide for greater transparency in and user control over the treatment of…more

App Developers, APPS Act, Data Protection, FTC, Mobile Apps

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Igor Ostapets

New Measures for the Support of Renewable Generation Investment Projects in Russia

Russia has introduced a scheme whereby selected renewable generation projects can qualify to receive set capacity payments, intended to deliver recovery of capital invested and a certain level of return over a fifteen year…more

Capacity Payments, Electricity, Incentives, Renewable Energy

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Paddy Patrick

Turkcell Litigation – Pivotal Ruling: Privy Council Confirms Cukurova’s Entitlement to Relief from Forfeiture

After more than five years of litigation between Cukurova of Turkey and Alfa of Russia, the Privy Council has delivered a pivotal ruling in Cukurova’s favour. The decision establishes that a borrower may be entitled to equitable…more

Borrowers, Collateralized Debt Obligations, Debt, Equitable Relief, EU

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Ernest (Ernie) T. Patrikis

Foreign Banks May Continue Swaps Activities...and Still Access Discount Window

The Board of Governors of the Federal Reserve System (“Board”) on June 5, 2013 took a bold step in issuing interim final rules (“Interim Rules”) that allow a foreign bank’s uninsured US branches and agencies to continue to…more

Discounts, Federal Reserve, Foreign Banks, Swap Dealers, Swaps

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George Paul

FTC Announces Annual Changes to HSR Thresholds

On January 10, 2013, the Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification thresholds. The FTC is required to revise the jurisdictional thresholds annually, based on the…more

FTC, Hart-Scott-Rodino Act, Size of Persons Test, Size of Transaction Test, Threshhold Requirements

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Owen Pell

Kiobel v. Royal Dutch Petroleum: Beyond the Alien Tort Statute—Broadly Extending the Presumption Against the Extraterritorial Reach of US Law

Since the Second Circuit decided Filártiga v. Pena-Irala in 1980, plaintiffs have deployed the Alien Tort Statute (“ATS”) to great effect against multinational corporations. The statute — which had lain dormant since 1789 — has…more

Alien Tort Statute, Extraterritoriality Rules, Kiobel v. Royal Dutch Petroleum Co., Royal Dutch Petroleum

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Stephen Phillips

Bond Consent Solicitation Payments - Court of Appeal Upholds Judgment in Azevedo & Another v Imcopa

In summer 2012, two important judgments were handed down on cases relating to bond consent solicitations. Although the consent solicitation techniques proposed by the debtor companies in each case were markedly different, at…more

Bonds, Consent Solicitations, Creditors, Debtors, Foreign Sovereigns

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Morton Pierce

Delaware Supreme Court Confirms Liability for Failure to Negotiate in Good Faith

On appeal from the Delaware Court of Chancery, the Delaware Supreme Court, in SIGA Technologies, Inc. v. PharmAthene, Inc., recently held that an agreement to negotiate in good faith in accordance with a term sheet is an…more

Incorporation, Liability, License Agreements, Mergers, Negotiations

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Jane Plomley

Mayo V Prometheus: Another Guidepost on the Road to Determining Patentability in the Post-Industrial Age by Jane Plomley and Robert Counihan

Originally published in Bio-Science Law Review - November 2012. On 20 March 2012, in Mayo Collaborative Servs v Prometheus Labs, Inc., the Supreme Court of the United States invalidated diagnostic treatment process…more

Mayo v. Prometheus, Myriad, Patents

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Michael Polkinghorne

Paris Energy Series No. 8: Beware of the Boilerplate – The Risks of Standard-form Clauses in Common and Civil Law Jurisdictions

1. Introduction - When commercial agreements are negotiated, certain key terms are generally the subject of intense discussion. Once these terms have been agreed, there is a risk the ‘boilerplate’ provisions1 at the back…more

Arbitration, Boilerplate Language, Commercial Contracts, Merger Clause, Notice Requirements

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Mark D. Powell

European Commission adopts a package on private damages actions in antitrust cases

On 11 June 2013, the European Commission (“Commission”) adopted a proposal for a directive on how citizens and companies can bring damages claims under EU antitrust rules. According to the Commission, the proposal serves to…more

Antitrust Litigation, EU, European Commission

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Stephen Ravenscroft

Woolworths – Widening the Ambit of Collective Redundancy Consultation

It has been reported that the UK's Employment Appeal Tribunal ("EAT") has overturned an employment tribunal decision denying protective awards to former employees of Woolworths who had worked in stores with fewer than 20…more

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John Reiss

Delaware Supreme Court Confirms Liability for Failure to Negotiate in Good Faith

On appeal from the Delaware Court of Chancery, the Delaware Supreme Court, in SIGA Technologies, Inc. v. PharmAthene, Inc., recently held that an agreement to negotiate in good faith in accordance with a term sheet is an…more

Incorporation, Liability, License Agreements, Mergers, Negotiations

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Carmen Reynolds

Financial Regulatory Update - June 2013

This newsletter provides an overview of some of the main financial services regulatory developments in the UK and EU from the period 1 January 2013 to 1 June 2013. Banking and Prudential Supervision Basel 3/Capital…more

AIFM, AIFMD, Alternative Investment Funds, Basel III, Capital Requirements

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John Reynolds

FSA not required to compensate banks for damages caused by wrongly granted injunctions

The Supreme Court last week issued its judgment in The Financial Services Authority v. Sinaloa Gold plc (and others) and Barclays Bank plc1. The decision confirms that, whereas private parties seeking an injunction must normally…more

Barclays, Damages, Financial Services Authority, Injunctions, SCOTUS

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Steven K. Ross

The CFTC Issues Interim Final Rules Extending the Time for Compliance with Certain Business Conduct and Documentation Requirements for Swap Dealers and Major Swap Participants

On December 18, 2012, the US Commodity Futures Trading Commission’s (the “Commission”) approved interim final rules (the “Interim Final Rules”) for swap dealers (“SDs”) and major swap participants (“MSPs”) that delay compliance…more

CFTC, Dodd-Frank, Major Swap Participants, Required Documentation, Swap Dealers

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Jane Rueger

Washington Energy Update - April/May 2013

In This Issue: - DOE Begins to Authorize Pending LNG Export Applications — Cautiously - Senators Want to Extend Master Limited Partnerships to Renewables - FERC Takes on Formula Rate Protocols - Energy…more

DOE, Exports, Federal Budget, FERC, Limited Partnerships

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Winthrop Rutherfurd Jr.

Effects of the New US Tax Law on Estate Planning

On January 3, 2013, President Obama signed the American Taxpayer Relief Act of 2012 into law. As a result, for the first time in over 12 years, there is now some certainty in the Federal estate tax, the Federal gift tax and the…more

American Taxpayer Relief Act, Estate Tax, Generation-Skipping Transfer, Gift-Tax Exemption, Portability

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Michelle Rutta

Netflix SEC Investigation Report Clarifies the Use of Social Media and Regulation FD

Regulation FD - Regulation FD prohibits US public companies or persons acting on their behalf from selectively disclosing material, nonpublic information to securities professionals or investors when it is reasonably…more

Disclosure Requirements, Information Sharing, Netflix, Regulation FD, SEC

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Dipen Sabharwal

Supreme Court confirms English courts can grant injunctions to protect arbitration agreements, even absent a current or prospective arbitration

The Supreme Court yesterday confirmed that, even where no arbitration is contemplated or afoot, English courts can grant an anti-suit injunction protecting an English law agreement to arbitrate (AES Ust-Kamenogorsk LLP v…more

Anti-Suit Injunctions, Arbitration, Arbitration Agreements, EU, Injunctions

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Hermann Schmitt

Trade Alert: Russia’s WTO Membership and the Gains for Russian Exporters

Russia's recent accession to the WTO has the potential to bring numerous benefits to Russian exporters. Membership will result in improved access for Russian exports in foreign markets — including the EU, the United States and…more

WTO

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Axel P. Schulz

European Commission adopts a package on private damages actions in antitrust cases

On 11 June 2013, the European Commission (“Commission”) adopted a proposal for a directive on how citizens and companies can bring damages claims under EU antitrust rules. According to the Commission, the proposal serves to…more

Antitrust Litigation, EU, European Commission

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Samuel Scoles

China Business, Trade and Competition Bulletin - June 2013: China Renames Regulatory Agency: What’s in Store for the Cosmetics and Medical Device Industries?

In March 2013, the National People’s Congress of China formally changed the name of the State Food and Drug Administration (SFDA) to the China Food and Drug Administration (CFDA), elevating it back to a ministerial-level agency…more

CFDA, China, Cosmetics, Imports, Medical Devices

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Saskia Seeger

Trade Alert: Russia’s WTO Membership and the Gains for Russian Exporters

Russia's recent accession to the WTO has the potential to bring numerous benefits to Russian exporters. Membership will result in improved access for Russian exports in foreign markets — including the EU, the United States and…more

WTO

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Alessandro Seganfreddo

How Tobin Tax and certain regulatory duties affect Block Trades in Italy

Italian Law No. 228 dated December 24, 2012, which approved the 2013 budget, contemplates, among others, a new tax applicable to certain financial transactions (the “Tobin Tax”). The Tobin Tax will apply to transactions,…more

Buyers, Derivatives, Duties, Foreign Banks, High Frequency Trading

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Kamilla Shikhametova

Trade Alert: Russia’s WTO Membership and the Gains for Russian Exporters

Russia's recent accession to the WTO has the potential to bring numerous benefits to Russian exporters. Membership will result in improved access for Russian exports in foreign markets — including the EU, the United States and…more

WTO

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Rebecca Shorter

New Changes to the Late Payment of Commercial Debts (Interest) Act

On 16 March 2013, new regulations came into force in relation to the Late Payment of Commercial Debts (Interest) Act. Enacted to incorporate a recent EU Directive, these new regulations introduce a maximum payment period…more

Commercial Contracts, Debt, EU, Late Payments

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John Shum

China Finance Bulletin - June 2013: ¦¦ SAFE’s New Rule Simplifies and Clarifies Foreign Debt Registration

SAFE’s New Rule Simplifies and Clarifies Foreign Debt Registration On April 28, 2013, the State Administrative of Foreign Exchange (“SAFE”) issued “The Administrative Measures for the Registration of Foreign Debt”…more

Debt, Foreign Exchanges, Foreign Investment, SAFE

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Ray Simon

India Budget 2013: Key Changes Affecting International Investors

On February 28, 2013, India’s Finance Minister presented the country’s budget for the fiscal year beginning April 1, 2013 (Budget). The Budget includes several proposals that affect international investors investing in India,…more

Business Taxes, Foreign Investment, GAAR, Royalties, Tax-Residency Certificate

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Adam Smith

New Measures for the Support of Renewable Generation Investment Projects in Russia

Russia has introduced a scheme whereby selected renewable generation projects can qualify to receive set capacity payments, intended to deliver recovery of capital invested and a certain level of return over a fifteen year…more

Capacity Payments, Electricity, Incentives, Renewable Energy

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Claudia Smith

The Trademark Clearinghouse: What You Need to Know

The Internet Corporation for Assigned Names and Numbers ("ICANN") will be expanding the number of generic top-level domains ("gTLDs") as a result of the application process that commenced in January 2012. It is expected that…more

gTLD, ICANN, Trademark Clearinghouse, Trademarks

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Gregory Starner

Raising the Bar: HUD Issues New Rule Imposing More Demanding Standard for Defending Against Discrimination Claims Under the Fair Housing Act

The Department of Housing and Urban Development (HUD) recently issued a new rule to formalize a national standard for determining whether a housing practice violates the Fair Housing Act (FHA) as the result of a discriminatory…more

Burden-Shifting, Discrimination, Discriminatory Effects Rule, FHA, HUD

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David Strelzyk-Herzog

EU Environment Report - April 2013

In This Issue: *Chemicals: - Commission adds eight substances to REACH authorisation list *Climate Change: - European Parliament opposes “backloading” proposal for ETS allowances - Council…more

Climate Change, Disaster Preparedness, Emissions Trading System, Endangered Species, Environmental Claims

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Kai Struckmann

European Commission adopts a package on private damages actions in antitrust cases

On 11 June 2013, the European Commission (“Commission”) adopted a proposal for a directive on how citizens and companies can bring damages claims under EU antitrust rules. According to the Commission, the proposal serves to…more

Antitrust Litigation, EU, European Commission

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Mariam Subjally

President Obama Issues New Executive Order on Improving Cybersecurity

On February 12, 2013, President Obama signed an executive order for "Improving Critical Infrastructure Cybersecurity" (the "Executive Order"). The Executive Order seeks to promote information sharing between the government and…more

Barack Obama, CISPA, Critical Infrastructure Sectors, Cybersecurity, Executive Orders

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Virginia Tam

China Bulletin - March 2013: China Eases Foreign Exchange Restrictions on FDI

On November 21, 2012, China’s State Administration of Foreign Exchange (“SAFE”) released a new circular, “Circular on Further Improvement and Amendment of Foreign Exchange Control Policies on Direct Investment ([2012] No. 59),”…more

China, Foreign Investment, SAFE

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Jiro Tamura

Do Your Suppliers Use Unauthorized IP? A Critical, Emerging Global Business Risk

Do you know whether the suppliers in your supply chains use unauthorized intellectual property (IP)? Are you in a position to answer this question definitively? Even if you own, or have the legal rights to use, all IP that you…more

Copyright, Cross-Border, OECD, Patents, Penalties

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Kellie Thomas

Changes Afoot for ERISA “Reportable Event” Rules

As many as 90% of pension plans and pension plan sponsors may soon have fewer “reportable events” to track and report to the Pension Benefit Guaranty Corporation (the “PBGC”), if certain proposed changes to the PBGC regulations…more

Benefit Plan Sponsors, ERISA, PBGC, Pensions, Proposed Amendments

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John Tivey

Glencore’s Long March to Take Over Xstrata

At long last, Glencore has overcome the final regulatory hurdle and secured the approval of China’s Ministry of Commerce (MOFCOM) to acquire the 66 percent of Xstrata that it does not already own. But not before agreeing to part…more

China, Glencore, MOFCOM, Xstrata

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Mara Topping

AIFMD: Update for non-EEA fund managers

From 22 July 2013, the Alternative Investment Fund Managers Directive (2011/61/EU) (the “Directive”) and the supplementary level 2 Regulation (EU) No 231/2013 (the “Regulation”) will come into effect. This legislation will…more

AIFM, AIFMD, Disclosure Requirements, EEA, EU

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Martin Toto

Getting the Deal Through – Cartel Regulation 2013: Global Overview and United States

Global Overview: Continued aggressive cartel enforcement in 2012 Authorities around the world continued to vigorously enforce cartel law in 2012. Total fines increased in many jurisdictions, and authorities around the world…more

Appeals, Cartels, Class Action, Criminal Sanctions, DOJ

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James Trainor

Federal Circuit Announces Review of Appellate Standard for Claim Construction

On March 15, 2013, the United States Court of Appeals for the Federal Circuit ordered a rehearing en banc in Lighting Ballast Control, LLC v. Philips Elecs. N. Am. Corp, et al. This order sets the stage for a potential change in…more

Appeals, Claim Construction, Cybor Corp v FAS Technologies, Patents

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Vivian Tsoi

China Bulletin - March 2013: China Eases Foreign Exchange Restrictions on FDI

On November 21, 2012, China’s State Administration of Foreign Exchange (“SAFE”) released a new circular, “Circular on Further Improvement and Amendment of Foreign Exchange Control Policies on Direct Investment ([2012] No. 59),”…more

China, Foreign Investment, SAFE

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Yvette D. Valdez

The CFTC Issues Interim Final Rules Extending the Time for Compliance with Certain Business Conduct and Documentation Requirements for Swap Dealers and Major Swap Participants

On December 18, 2012, the US Commodity Futures Trading Commission’s (the “Commission”) approved interim final rules (the “Interim Final Rules”) for swap dealers (“SDs”) and major swap participants (“MSPs”) that delay compliance…more

CFTC, Dodd-Frank, Major Swap Participants, Required Documentation, Swap Dealers

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Charlotte Van Haute

EU renews sanctions against Syria (except the arms embargo), and updates/implements measures against Belarus and Libya

I. Introduction - The EU has renewed its sanctions against Syria until 1 June 2014, with the exception of the arms embargo. For Belarus, the Council has decided to delist three parties from the asset freeze…more

Arms Embargo, EU, Frozen Assets, Middle East, Sanctions

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Fabienne Vermeeren

EU renews sanctions against Syria (except the arms embargo), and updates/implements measures against Belarus and Libya

I. Introduction - The EU has renewed its sanctions against Syria until 1 June 2014, with the exception of the arms embargo. For Belarus, the Council has decided to delist three parties from the asset freeze…more

Arms Embargo, EU, Frozen Assets, Middle East, Sanctions

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John Vetterli

Netflix SEC Investigation Report Clarifies the Use of Social Media and Regulation FD

Regulation FD - Regulation FD prohibits US public companies or persons acting on their behalf from selectively disclosing material, nonpublic information to securities professionals or investors when it is reasonably…more

Disclosure Requirements, Information Sharing, Netflix, Regulation FD, SEC

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Carlos Viana

Maryland and Florida Pass New PPP Legislation

On April 9, 2013, Maryland Governor Martin O'Malley signed House Bill 560 ("HB560") into law, which extensively revises Maryland's existing public-private partnership ("PPP") statute. HB560 formalizes the State's policy on the…more

New Legislation, Public-Private Partnerships, Request for Proposals

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Barrye Wall

Myanmar Issues Foreign Investment Law Implementing Regulations

Summary - On January 31, 2013, the Ministry of National Planning and Economic Development released the new Implementing Regulations for the Myanmar Foreign Investment Law No. 21 (FIL No. 21). President U Thein Sein signed…more

Foreign Investment, Notice Requirements, Sanctions

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Duane D. Wall

Foreign Banks May Continue Swaps Activities...and Still Access Discount Window

The Board of Governors of the Federal Reserve System (“Board”) on June 5, 2013 took a bold step in issuing interim final rules (“Interim Rules”) that allow a foreign bank’s uninsured US branches and agencies to continue to…more

Discounts, Federal Reserve, Foreign Banks, Swap Dealers, Swaps

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Christopher P. Wells

FSA’s Proposal to Amend the Existing Laws and Regulations with respect to Short Sales

On March 7, 2013, the Financial Services Agency of Japan (the “Japan FSA”) announced that it is considering amending certain aspects of the existing rules and regulations governing short sales by November 2013. This Client Alert…more

Japan FSA, Short Sales, Triggering Event, Uptick Rule

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Victoria Westcott

The French Parliament Extends the Guarantee of the French State Via COFACE to All French Civil Aircraft

On 29 December 2012, the French Parliament passed a long-awaited law that significantly extends the support of the French State for the export credit financing of aircraft with French content through COFACE, the French export…more

Aircraft Sales, COFACE, Credit Financing, Exports

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Stuart Willey

Financial Regulatory Update - June 2013

This newsletter provides an overview of some of the main financial services regulatory developments in the UK and EU from the period 1 January 2013 to 1 June 2013. Banking and Prudential Supervision Basel 3/Capital…more

AIFM, AIFMD, Alternative Investment Funds, Basel III, Capital Requirements

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Spencer Willig

Kiobel v. Royal Dutch Petroleum: Beyond the Alien Tort Statute—Broadly Extending the Presumption Against the Extraterritorial Reach of US Law

Since the Second Circuit decided Filártiga v. Pena-Irala in 1980, plaintiffs have deployed the Alien Tort Statute (“ATS”) to great effect against multinational corporations. The statute — which had lain dormant since 1789 — has…more

Alien Tort Statute, Extraterritoriality Rules, Kiobel v. Royal Dutch Petroleum Co., Royal Dutch Petroleum

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Matthew Wisnieff

Federal Circuit Announces Review of Appellate Standard for Claim Construction

On March 15, 2013, the United States Court of Appeals for the Federal Circuit ordered a rehearing en banc in Lighting Ballast Control, LLC v. Philips Elecs. N. Am. Corp, et al. This order sets the stage for a potential change in…more

Appeals, Claim Construction, Cybor Corp v FAS Technologies, Patents

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Nick Wittek

The CFTC and the Division of Swap Dealer and Intermediary Oversight Publishes a Series of No-Action Letters, Q&As and Faqs

In the space of a few days in mid-October, the Commodity Futures Trading Commission (the “CFTC”) published a number of Q&As and FAQs and the CFTC staff at the Division of Swap Dealer and Intermediary Oversight (the “Division”)…more

CFTC, No-Action Letters, Swap Dealers

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Jason Yardley

English court supports enforcement of arbitral award, granting worldwide injunction requiring disclosure of assets

This morning, Mr Justice Field handed down his decision in the case of Cruz City 1 Mauritius Holdings v Unitech Limited and others [2013] EWHC 1323 (Comm), confirming the jurisdiction of the English courts to order a…more

Arbitration, Disclosure Requirements, EU, Injunctions, Shareholders

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Ingrid York

The credit rating market for structured finance instruments: new requirements for issuers, originators and sponsors

On 31 May 2013, Regulation (EU) No 462/2013 (the “Amendment Regulation”) that further amends Regulation (EC) No 1060/2009 on credit rating agencies was published in the Official Journal. This was accompanied by a short Directive…more

AIFMD, Credit Ratings, Disclosure Requirements, ESMA, EU

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Julia Zagonek

Russian Federation Supreme Commercial Court’s Review of the Application by the Russian Courts of the Public Policy Defense

This alert analyzes the legal positions taken by the Presidium of the Russian Federation Supreme Commercial Court (“SCC”) in its recently published review of commercial court practice in cases concerning the application of…more

Arbitration, Arbitration Awards, Enforcement, EU, International Arbitration

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Alex Zhang

China Bulletin - March 2013: China Eases Foreign Exchange Restrictions on FDI

On November 21, 2012, China’s State Administration of Foreign Exchange (“SAFE”) released a new circular, “Circular on Further Improvement and Amendment of Foreign Exchange Control Policies on Direct Investment ([2012] No. 59),”…more

China, Foreign Investment, SAFE

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Francis Zou

A Proposed Fundamental Shift in US Foreign Bank Supervision

The Board of Governors of the Federal Reserve System (“Board”) has devoted some time to considering how to address the potential threat to the financial stability of the United States posed by a foreign bank with banking…more

Bank Holding Company, Broker-Dealer, Capital Requirements, Dividends, Federal Reserve

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