White & Case LLP

Amendments to the Antimonopoly Regulation in Kazakhstan

On 5 May 2015 the President signed the Law of the Republic of Kazakhstan “On Introduction of Amendments and Additions to Certain Legislative Acts of the Republic of Kazakhstan on Natural Monopolies and Regulated Markets” No…more

Anti-Monopoly, Kazakhstan

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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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Extension to Deadline to Disclose Relevant Transactions for Fiscal Year 2014

Pursuant to article 31-A of the Federal Tax Code, rule I.2.8.1.14 and Annex 1-A of the Fifth Set of Amendments to the Miscellaneous Fiscal Resolution for Fiscal Year 2014, as of January 1, 2014, taxpayers are obliged to disclose…more

Disclosure Requirements, Mexico, Time Extensions

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Foreign Investment in Multi-Brand Retail Trading in India: Government issues clarifications

In September 2012, the Government of India (GoI) permitted foreign direct investment (FDI) up to 51% of the equity of Indian entities engaged in multi-brand retail trading (MBRT) in India (see our earlier alert of October…more

Foreign Investment, India, Infrastructure, Local Sourcing, MBRT

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EU Competition Commissioner proposes a competition inquiry in the e-commerce sector

On 26 March 2015, the European Commissioner in charge of competition policy, Margrethe Vestager, announced a potential competition inquiry in the e-commerce sector. According to the Commission, the proposed inquiry is aimed at…more

Competition, E-Commerce, EU, European Commission, Internet Retailers

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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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Important changes to Italian mandatory tender offer Rules

The Decreto Competitività (as converted into Law with amendments, the “Decree”), published on August 20, 2014, in the Italian Official Gazette (Gazzetta Ufficiale della Repubblica Italiana), has made some important changes to…more

EU, New Regulations, Tender Offers

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White & Case’s Japan Seminar Series 2014: Accessing Energy Resources

The 2011 Fukushima nuclear disaster caused Japan to reevaluate its energy policy by placing less emphasis on nuclear energy and more on LNG and renewables. In February 2013, Professor Motoshige Itoh led an independent…more

Energy Policy, Japan, Liquid Natural Gas, Oil & Gas, Renewable Energy

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Initial Public Offerings under the New UAE Commercial Companies Law

The long anticipated UAE Federal Commercial Companies Law no. 2 of 2015 (the “New Companies Law”) was issued on 25 March 2015 and will be in force by 1 July 2015, replacing UAE Federal Commercial Companies Law no. 8 of 1984 (the…more

Bonds, Financial Adviser, IPO, Issuers, New Companies Law

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Paths to African Partnerships

In recent years, African stars have soared. Governments, investors, and citizens have driven – and benefited from – booms in banking, construction, retail, and telecommunications. All along, of course, African states have…more

Africa, Economic Development, Infrastructure, Telecommunications

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Potential Circuit Split Creates an Uncertain Future for Whistleblower Protection of Internal Reporting: Asadi v. G.E. Energy (USA), LLC, (5th Cir. Jul. 17, 2013) versus Murray v. UBS Securities, LLC and UBS AG, (S.D.N.Y. May 21, 2013)

The Dodd-Frank Whistleblower Program - The Dodd-Frank Act amended the Securities Exchange Act of 1934 by creating protections and rewards for anyone who provides information that helps the SEC in enforcing the law…more

Conflicts of Laws, Dodd-Frank, SEC, Securities Exchange Act, Whistleblower Awards

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European Commission extends State aid probe into Belgian tax scheme

The European Commission (“Commission”) has opened a fifth formal State aid investigation into national tax rulings. This investigation concerns the Belgian “excess profit” provision, which allows multinational groups to reduce…more

Amazon, Apple, Belgium, Corporate Taxes, EU

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AIFMD in Germany: Strategies for non-EU AIFMs Marketing

Summary: - In conjunction with the implementation of the European Directive on Alternative Investment Fund Managers (2011/61/EU) (the “Directive” or “AIFMD”) the German legislature decided to abolish the private placement…more

AIFM, AIFMD, EU, Marketing, New Legislation

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Deadline Approaches – Non-EEA fund managers must consider their options

The Alternative Investment Fund Managers Directive (2011/61/EU) (the “Directive”) and the supplementary level 2 Regulation (EU) No 231/2013 (the “Regulation”) introduce an authorisation regime and centralised rulebook for the…more

AIFM, Alternative Investment Fund Managers Directive, Alternative Investment Funds, EEA, EU

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New Federal Antitrust Law Bill

On February 19, 2014, the Federal Executive Branch of Mexico submitted to the House of Representatives a bill to issue a new Federal Antitrust Law (Ley Federal de Competencia Económica) (the “Bill”) which, if approved, will…more

Antitrust Provisions, Mexico

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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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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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House Passes Cyber Sharing Bills and Congress is Focusing on Data Protection

On Wednesday, April 22, 2015, the U.S. House of Representatives passed the Protecting Cyber Networks Act ("PCNA"), which would give companies certain liability protection against potential lawsuits when sharing cyber threat data…more

Cyber Attacks, Cybersecurity, Data Protection, DHS, House Intelligence Committee

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Back in the game: The rise of US M&A

US M&A is bouncing back - After a tough few years, acquisitions in the United States have seen a remarkable resurgence - The first half of 2014 saw a great dealmaking revival in the United States. Deal values are…more

Acquisitions, Biotechnology, Buyouts, CFIUS, China

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The New European Market Abuse Rules – Looking Towards 2016

Significant changes to the European laws on market abuse are due to come into effect in July 2016. On implementation, the new measures will replace the four current European directives on market abuse. This Insight looks at…more

AIM, Benchmark Pricing, Commodities, Criminal Prosecution, EU

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EEC Issues Draft Rule on Electronic Pre-Notification Procedure for Shipment by Rail

The Eurasian Economic Commission (the “EEC”) issued a draft decision on July 16, 2013 requiring electronic pre-notification for all goods shipped into the Customs Union (CU) by rail. The draft decision provides for entry into…more

Customs, EU, European Commission, Notifications, Proposed Regulation

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Plunging Oil Prices: Options for Long-term Project Participants affected by the Price Collapse

Plunging oil prices over the past six months have left many participants in long-term energy projects looking at very different deals from the ones they signed. Having hovered around US$115 per barrel in June 2014, prices have…more

Construction Contracts, Construction Industry, Energy Projects, Energy Sector, Force Majeure Clause

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Brazil: the real deal?

As one of the BRICS economies, Brazil has long been touted as one of the world’s most dynamic emerging markets. It is the world’s seventh biggest economy, has a large domestic market thanks to a population of almost 200 million…more

Brazil, BRIC, Emerging Markets, Foreign Investment, Foreign Markets

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2014 Autumn Review – M&A Legal Developments

We set out below a number of interesting English and European court decisions which have taken place and their impact on M&A transactions. This Insight looks at these developments and gives practical guidance on their…more

Acquisitions, Arbitration, Arbitration Agreements, Contract Drafting, Contract Interpretation

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German decision on collective redress

Cartel Damage Claims, a Belgian SPV for the collection of follow-on damages in antitrust litigation, has lost an appeal against six members of the so-called German cement cartel. On 18 February 2015, the Higher Regional Court of…more

Antitrust Injuries, Antitrust Litigation, Cartels, Class Action, Collective Redress Act

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Global Tax Report - September 2013: Intellectual Property Tax Planning

In This Issue: - United States: Benefits of Intangible Property Migrations - United Kingdom: Innovation: The Name of the Game - Germany: OECD’s Action Plan on Base Erosion and Profit Shifting (BEPS) Within the…more

Erosion, EU, Innovation, Intangible Property, Tax Planning

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Global Tax Report - September 2013: Intellectual Property Tax Planning

In This Issue: - United States: Benefits of Intangible Property Migrations - United Kingdom: Innovation: The Name of the Game - Germany: OECD’s Action Plan on Base Erosion and Profit Shifting (BEPS) Within the…more

Erosion, EU, Innovation, Intangible Property, Tax Planning

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First Circuit: Private Equity Fund May Be “Trade or Business” and Subject to Portfolio Company Pension Liabilities

The First Circuit Court of Appeals has recently held in Sun Capital Partners III, LP v. New England Teamsters & Trucking Industry Pension Fund, No. 12-2312 (July 24, 2013), a case of first impression at the Circuit Court level,…more

Benefit Plan Sponsors, COBRA, ERISA, Investment Portfolios, Pensions

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European Commission’s proposal on banking structural reform - a Volcker Rule for Europe

On 29 January 2014, the European Commission published a legislative proposal for a Regulation on structural reforms to the EU banking sector (the “Proposed Regulation”). The Proposed Regulation advances the recommendations set…more

Banking Reform Bill, EU, European Commission, Financial Regulatory Reform, Foreign Banks

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Halliburton Co. v. Erica P. John Fund, Inc.: The US Supreme Court Confirms That Defendants in Securities Fraud Cases May Rebut Alleged Price Impact at the Class Certification Phase

The US Supreme Court’s decision in Halliburton Co. v. Erica P. John Fund, Inc., Slip op., No. 13-317 (Jun. 23, 2014), unanimously held that before certifying a class in a securities fraud case, federal courts must allow…more

Basic v Levinson, Class Action, Class Certification, Fraud, Fraud-on-the-Market

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EEC Issues Draft Rule on Electronic Pre-Notification Procedure for Shipment by Rail

The Eurasian Economic Commission (the “EEC”) issued a draft decision on July 16, 2013 requiring electronic pre-notification for all goods shipped into the Customs Union (CU) by rail. The draft decision provides for entry into…more

Customs, EU, European Commission, Notifications, Proposed Regulation

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Will the EU ETS Aviation Emissions Directive be Grounded?

The International Civil Aviation Organisation (ICAO) emerged on 4 October 2013 from its much-anticipated 38th General Assembly meetings in Montreal with what looks like a consensus on the use of market based mechanisms (MBM) for…more

Aviation Industry, Carbon Emissions, Environmental Policies, EU, EU ETS

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Insigh: Capital Markets: Tips for Taps

Following a successful bond issuance, an issuer may consider a “tap” issuance as a way to access further funding. White & Case offers some “Tips for Taps” for issuers and underwriters in accessing the capital markets…more

Capital Markets, Corporate Bonds, EU

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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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Back in the game: The rise of US M&A

US M&A is bouncing back - After a tough few years, acquisitions in the United States have seen a remarkable resurgence - The first half of 2014 saw a great dealmaking revival in the United States. Deal values are…more

Acquisitions, Biotechnology, Buyouts, CFIUS, China

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The new group actions law in France – A cause for concern for companies?

The French law on consumer rights, also referred to as the “Hamon law” (“loi Hamon”), was enacted on 17 March 2014. The introduction of group actions is one of the main innovations of this law. Companies must now…more

Anti-Competitive, Class Action, Consumer Rights Directive

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Recidivism revisited

Court of Justice holds parent companies may be fined for repeat infringements even without being an addressee of the earlier decisions - On 5 March 2015, the European Court of Justice (CoJ) handed down its judgment in…more

Antitrust Investigations, Cartels, EU, Parent Corporation, Recidivism

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EU publishes TTIP negotiating positions for five key sectors to increase transparency

On 14 May 2014, in the run-up to the fifth negotiating round taking place 19-23 May 2014 in the US, the European Commission has published its negotiating position in the ongoing Transatlantic Trade and Investment Partnership…more

Automotive Industry, Chemicals, Cosmetics, EU, Negotiations

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The United States Supreme Court Holds That a Defendant’s Notice of Removal Need Only Include a “Plausible Allegation” That the Amount in Controversy Exceeds the US$5 Million Jurisdictional Threshold

On December 15, 2014, the US Supreme Court issued its opinion in Dart Cherokee Basin Operating Co., LLC, et al. v. Owens.1 Writing for the 5 – 4 majority, Justice Ginsberg held that a defendant’s notice of removal pursuant to…more

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

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EU Court limits the scope of environmental liability for new owners of polluted land

The Court of Justice of the European Union (the “CJEU”) has shed light on the application of the “polluter pays” principle in the context of the EU’s Environmental Liability Directive. The judgment, handed down on 4 March 2015…more

Bona Fide Purchaser, CJEU, Contaminated Properties, Discharge of Pollutants, Environmental Liability

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New Moroccan PPP law

In order to facilitate the development of infrastructure projects, the Kingdom of Morocco recently created a new category of contracts implemented through the enactment of the law n°86-12 pertaining to public-private partnership…more

Foreign Investment, Infrastructure, Morocco, P3s, Public-Private Partnerships

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Tecnimont SPA v. J&P Avax: France’s highest court reinforces the legal status of arbitration rules

Last week, the French Cour de Cassation issued its long-awaited decision in the Tecnimont matter. It quashed a decision of the Reims Court of Appeal which had set aside an ICC award on the basis of lack of independence of the…more

Arbitration, Arbitration Agreements, EU, ICC

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2014 Autumn Review – M&A Legal Developments

We set out below a number of interesting English and European court decisions which have taken place and their impact on M&A transactions. This Insight looks at these developments and gives practical guidance on their…more

Acquisitions, Arbitration, Arbitration Agreements, Contract Drafting, Contract Interpretation

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China Amends Regulations on Supervision and Management of Medical Devices; Prior Marketing Approval Requirement to Import Medical Devices Remains Unchanged

On March 31, 2014, China Premier Mr.Li Kequiang signed Decree No. 650 on the amended Regulations on Supervision and Management of Medical Devices (“the amended regulations”), which update the original regulations1 released in…more

Amended Regulation, China, Imports, Marketing, Medical Devices

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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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Amendments to Insolvency Law

In December 2014, amendments were introduced to the Federal Law “On Insolvency (Bankruptcy)” No. 127-FZ, dated 26 October 2002 (“Insolvency Law”). This alert analyses some of the amendments that are of crucial importance to all…more

Amended Legislation, Bankruptcy Code, Russia

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CLO Risk Retention: Late-Season Predictions

For college football fans, the regular season is drawing to an end, which means it is time for the pundits to start breaking out the bowl game predictions. Of course the experts never get it fully correct (who could have…more

Collateralized Debt Obligations, Dodd-Frank, Risk Retention

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The Perils of Not Showing Up: Default Judgment Entered Against Two Former Siemens Executives for Record US$1.46 Million in Combined Civil FCPA Penalties

On February 3, 2014, Judge Shira A. Scheindlin of the U.S. District Court for the Southern District of New York issued a default judgment in U.S. Securities and Exchange Commission v. Sharef, et al. against two former Siemens AG…more

Civil Monetary Penalty, Default Judgment, Enforcement Actions, FCPA, SEC

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Back in the game: The rise of US M&A

US M&A is bouncing back - After a tough few years, acquisitions in the United States have seen a remarkable resurgence - The first half of 2014 saw a great dealmaking revival in the United States. Deal values are…more

Acquisitions, Biotechnology, Buyouts, CFIUS, China

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Cuba No Longer Designated as a State Sponsor of Terrorism

On May 29, 2015, the United States formally rescinded Cuba's designation as a State Sponsor of Terrorism. This is another step in the improving relations between the United States and Cuba, potentially paving the path towards…more

Barack Obama, Cuba, Political Parties, State Sponsors of Terrorism

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Advocate General gives opinion on the meaning of “establishment” for the purpose of collective redundancy consultation

Advocate General Wahl has given an opinion on the meaning of the word “establishment” in Article 1(1)(a)(ii) of Directive 98/59/EC (the Collective Redundancies Directive), for the purpose of calculating whether the threshold…more

Collective Redundancies Directive, Employer Liability Issues, UK

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The New European Market Abuse Rules – Looking Towards 2016

Significant changes to the European laws on market abuse are due to come into effect in July 2016. On implementation, the new measures will replace the four current European directives on market abuse. This Insight looks at…more

AIM, Benchmark Pricing, Commodities, Criminal Prosecution, EU

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China Imposes Record Fine of Approx. US$975 Million (€863 Million) Under Its Anti-Monopoly Law

China’s National Development and Reform Commission (NDRC) announced an RMB 6.088 billion (approximately US$975 million and €863 million) fine against Qualcomm Inc. for alleged abuse of its market position in China in violation…more

Anti-Monopoly, Antitrust Investigations, China, Corporate Fines, Enforcement Actions

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Focus on the practical consequences of the ECJ’s Gazprom decision

Arbitral tribunal, state court – who is allowed to decide? Where a dispute concerns conflicting decisions made by courts of EU Member States one of the first things that springs to mind is “Council Regulation (EC) No…more

Arbitration, ECJ, EU, Jurisdiction, Member State

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Plunging Oil Prices: Options for Long-term Project Participants affected by the Price Collapse

Plunging oil prices over the past six months have left many participants in long-term energy projects looking at very different deals from the ones they signed. Having hovered around US$115 per barrel in June 2014, prices have…more

Construction Contracts, Construction Industry, Energy Projects, Energy Sector, Force Majeure Clause

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Cuba No Longer Designated as a State Sponsor of Terrorism

On May 29, 2015, the United States formally rescinded Cuba's designation as a State Sponsor of Terrorism. This is another step in the improving relations between the United States and Cuba, potentially paving the path towards…more

Barack Obama, Cuba, Political Parties, State Sponsors of Terrorism

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The Volcker Rule’s Impact on CLO Issuances and other Securities Offerings

Section 619 of the Dodd-Frank Wall Street Reform Act of 20101 (the “Dodd-Frank Act”) – commonly known as the “Volcker Rule” – adds a new section 13 to the Bank Holding Company Act of 1956, as amended, and prohibits “banking…more

Bank Holding Company Act, Banking Sector, Dodd-Frank, Investment Company Act of 1940, Offerings

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European Commission’s proposal on banking structural reform - a Volcker Rule for Europe

On 29 January 2014, the European Commission published a legislative proposal for a Regulation on structural reforms to the EU banking sector (the “Proposed Regulation”). The Proposed Regulation advances the recommendations set…more

Banking Reform Bill, EU, European Commission, Financial Regulatory Reform, Foreign Banks

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Plunging Oil Prices: Options for Long-term Project Participants affected by the Price Collapse

Plunging oil prices over the past six months have left many participants in long-term energy projects looking at very different deals from the ones they signed. Having hovered around US$115 per barrel in June 2014, prices have…more

Construction Contracts, Construction Industry, Energy Projects, Energy Sector, Force Majeure Clause

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Deal or no deal?

Energy and resources companies that have been steering clear of the complexities of three distinct but overlapping Iran sanctions regimes would have been encouraged by an interim deal between Iran and international community…more

Commodities, Energy Sector, EU, Exports, Iran

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Insigh: Capital Markets: Tips for Taps

Following a successful bond issuance, an issuer may consider a “tap” issuance as a way to access further funding. White & Case offers some “Tips for Taps” for issuers and underwriters in accessing the capital markets…more

Capital Markets, Corporate Bonds, EU

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Motorola Credit Corporation v. Standard Chartered Bank: The New York Court of Appeals Limits Restraints on Assets Held in Foreign Bank Branches

In Motorola Credit Corporation v. Standard Chartered Bank (“Motorola”), the New York Court of Appeals reaffirmed the “separate entity rule,” holding in a 5 – 2 opinion that a judgment creditor’s service of a restraining notice…more

Appeals, Asset Freeze, Banks, Foreign Subsidiaries, Judgment Creditors

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IRS Finalizes Regulations on Transfers of Derivative Contracts

The IRS has issued final regulations on the transfer or assignment of certain derivative contracts. A derivative is a financial instrument that is priced upon a derivation of the value of one or several underlying assets,…more

Derivatives, IRS, OTC, Transfers

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DOJ & FTC Release Cybersecurity Threat Information Exchange Policy

The US DOJ Antitrust Division and the FTC yesterday released a joint policy statement on the sharing of information between private parties, including competitors, to counter cybersecurity threats. The agencies acknowledge that…more

Cybersecurity, Data Protection, DOJ, FTC

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2014 Autumn Review – M&A Legal Developments

We set out below a number of interesting English and European court decisions which have taken place and their impact on M&A transactions. This Insight looks at these developments and gives practical guidance on their…more

Acquisitions, Arbitration, Arbitration Agreements, Contract Drafting, Contract Interpretation

See All Updates »

Motorola Credit Corporation v. Standard Chartered Bank: The New York Court of Appeals Limits Restraints on Assets Held in Foreign Bank Branches

In Motorola Credit Corporation v. Standard Chartered Bank (“Motorola”), the New York Court of Appeals reaffirmed the “separate entity rule,” holding in a 5 – 2 opinion that a judgment creditor’s service of a restraining notice…more

Appeals, Asset Freeze, Banks, Foreign Subsidiaries, Judgment Creditors

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EP III: an open pit for finance? The impact of the Equator Principles on the industry’s environmental and social performance

The Equator Principles (EP) is a risk management framework, adopted by financial institutions, for determining, assessing and managing environmental and social risk. EP applies globally to all industry sectors and covers project…more

Equator Principles, Project Finance, Risk Management, Sustainable Business Practices

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Delaware Court Decides Damages in Breach of Fiduciary Duty Aiding and Abetting Case

In March 2014, Vice Chancellor Laster of the Court of Chancery of the State of Delaware issued an opinion finding Rural/Metro Corporation’s lead financial advisor liable for aiding and abetting breaches of fiduciary duty by…more

Aiding and Abetting, Breach of Duty, Fiduciary Duty

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Insigh: Capital Markets: Tips for Taps

Following a successful bond issuance, an issuer may consider a “tap” issuance as a way to access further funding. White & Case offers some “Tips for Taps” for issuers and underwriters in accessing the capital markets…more

Capital Markets, Corporate Bonds, EU

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Qatar Financial Centre Regulatory Authority adopts new rules for the acquisition of significant ownership positions in QFC authorised firms

Key highlights: - QFCRA must approve a change of control, whether in direct shareholding or at a parent level, with key thresholds set at 10%, 24%, 49% and 74% of voting rights or shares. - When exceeding the 49%…more

Change of Ownership, Middle East, Shareholder Votes, Shareholders

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SAFE Cross-Border Security Rules Finally Released

The State Administration of Foreign Exchange of the PRC (“SAFE”) formally released on 19 May 2014 the Foreign Exchange Administration Rules on Cross-border Security together with its operation guidelines (the “New Rules”). The…more

Border Security, Cross-Border, Customs and Border Protection, Immigrants, SAFE

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White House Re-Introduces Consumer Privacy Bill of Rights Act

On February 27, 2015, President Obama unveiled the Consumer Privacy Bill of Rights Act of 2015, a draft bill intended to govern the collection and dissemination of consumer data. The Privacy Bill of Rights is a revival of draft…more

Consumer Privacy Bill of Rights, Data Breach, Data Security and Breach Notification Act of 2015, Identity Theft, Obama Administration

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Amendments to Insolvency Law

In December 2014, amendments were introduced to the Federal Law “On Insolvency (Bankruptcy)” No. 127-FZ, dated 26 October 2002 (“Insolvency Law”). This alert analyses some of the amendments that are of crucial importance to all…more

Amended Legislation, Bankruptcy Code, Russia

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Myanmar accedes to New York Convention

Summary - On July 15, 2013, Myanmar acceded to the New York Convention on the Recognition of Enforcement of Foreign Arbitral Awards 1958 (the “New York Convention”). The next step is for Myanmar’s parliament to implement…more

Arbitration, Arbitration Awards, Foreign Jurisdictions, New York Convention

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Private placements: tapping the US market

European corporates are turning to the US private placement market in growing numbers, as they seek to broaden and diversify their sources of funding while locking in some attractively priced long-term debt. When Smith &…more

EU, Foreign Investment, Investors, Private Placements, Securities Act of 1933

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European High Yield and leveraged loans: Has the convergence gone too far?

The growth of the High Yield (HY) market in the leveraged finance arena has, save for a few short term downturns, continued unabated since the onset of the financial crisis. The financial crisis and the continued…more

Carve Out Provisions, Disclosure Requirements, EU, High-Yield Markets, Investment Funds

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Ukraine and US Energy Export Restrictions: Will Geopolitics Bring Reform?

The situation in Ukraine has intensified political and media scrutiny of the United States’ restrictions on the export of crude oil and liquefied natural gas (LNG). With supplies of Russian energy to Ukraine and Europe at risk,…more

Energy, Export Controls, Exports, Liquid Natural Gas, Natural Gas

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Structuring Energy and Natural Resource Investments into Sub Saharan Africa

An improving investment climate - Perceptions of Africa as an investment destination are changing rapidly and parts of Africa are increasingly considered very attractive for foreign direct investment. Compare this to…more

Africa, Consumer Financial Products, Energy Sector, Foreign Investment, Natural Resources

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SEC Proposes Disclosure Rule for Company Hedging Policies

On February 9, 2015, the Securities and Exchange Commission (“SEC”) proposed a rule to enhance disclosure of company hedging policies for directors, officers and other employees. This proposal would implement Section 955 of the…more

Dodd-Frank, Hedging, Proposed Regulation, Proxy Statements, Public Disclosure

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Class actions: now in Belgium

Class actions are a hot topic in Europe, and elsewhere. Various European countries have introduced, or are in the process of introducing, class action mechanisms. At the European Union level a similar development is noticeable,…more

Class Action, EU

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Insigh: Capital Markets: Tips for Taps

Following a successful bond issuance, an issuer may consider a “tap” issuance as a way to access further funding. White & Case offers some “Tips for Taps” for issuers and underwriters in accessing the capital markets…more

Capital Markets, Corporate Bonds, EU

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WTO Dispute Settlement—Long Delays Hit the System

- A recent increase in World Trade Organization (WTO) cases has strained resources in the WTO Secretariat and led to a notable slowdown in the dispute settlement process. In 2012, the WTO received the highest number of…more

International Trade Disputes, Settlement, WTO

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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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Class actions: now in Belgium

Class actions are a hot topic in Europe, and elsewhere. Various European countries have introduced, or are in the process of introducing, class action mechanisms. At the European Union level a similar development is noticeable,…more

Class Action, EU

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Business, Trade & Competition: China Bulletin - October 2013

In This Issue: - All Eyes on the Shanghai Free Trade Zone - China and Korea Progress to Second Phase of Bilateral FTA Negotiations; Intersection of RCEP and TPP Remains Key Area of Interest - Excerpt from All…more

China, Free Trade Agreement, Free Trade Zone, MOFCOM, Trans-Pacific Partnership

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Prorated Expenses, Finally Deductible

As of October 17, 2014, expenses incurred abroad on a prorated basis with parties that are not income tax payers in Mexico will be fully deductible to the extent certain requirements are met. The foregoing is pursuant to a new…more

Income Taxes, Mexico, Tax Deductions

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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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No Safe Haven: DOJ Can and Will Seize Proceeds of Wholly Foreign Corruption

Nine pieces of real property in the New Orleans area purchased and owned by Honduran government official Mario Roberto Zelaya Rojas (“Zelaya”) are proceeds of criminal activity and subject to seizure, according to a civil…more

Bribery, Criminal Prosecution, DOJ, Federal Jurisdiction, Foreign Corporations

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Turkcell Litigation – Another Victory for Cukurova: Privy Council confirms the terms for Cukurova to recover its interest in Turkcell

The Privy Council today delivered another crucial ruling in favour of White & Case’s client Cukurova, in its six-year battle to recover its controlling interest in Turkcell (Turkey’s largest mobile phone operator). The effect of…more

Alfa v Cukurova, Cell Phones, Foreign Corporations, Telecommunications, Turkcell

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New Court Ruling Permits Adjudication Claims under a Collateral Warranty

For decades, contractors and consultants have been giving collateral warranties to relevant third parties on UK construction projects. However, in a recent unexpected development, in the case of Parkwood Leisure Limited v Laing…more

Adjudicatory Process, Construction Contracts, UK, Warranties

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Market shake-up is driving financial institutions M&A - As the global economy shows promising signs of recovery, M&A deals in the financial services sector are set to pick up

Bright outlook despite the dark clouds - Tighter controls and sell-offs by banks form the backdrop to an exciting financial services M&A market as the global economy continues to recover: The regulatory tidal wave…more

Banks, Capital Markets, EU, Financial Institutions, Financial Markets

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Federal Reserve Board Proposes to Include Legal Entity Identifiers in Certain Banking Organization Reporting

One difficulty encountered by national banking authorities during the course of the 2008 global financial crisis was identifying the ultimate parent for the trades made by various subsidiaries of dealers. To assist in reducing…more

Bank Holding Company, Banks, Federal Reserve, Financial Institutions, Foreign Banks

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Foreign Banking Organizations Granted Benefit of Swaps Push-Out Rule and Transition Period

The Board of Governors of the Federal Reserve System ("Board") on December 24, 2013, issued final rules ("Final Rules") to include the uninsured US branches and agencies of foreign banks in the definition of "insured depository…more

Dodd-Frank, FDIC, Foreign Banks, Push-Out Requirements, Section 716

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Coming of age: The changing face of international leveraged debt

In This Issue: - A new dawn: Record year for debt heralds new era - On good terms: Convergence drives issuer-friendly markets - State of play: Global debt markets positioned for growth - European…more

Bonds, Debt Market, EU, High-Yield Markets, International Finance

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Overview of Recent Trends in Warranty Insurance in M&A Transactions

In the current economic climate, the appetite of purchasing parties to take on risk in an M&A transaction has greatly decreased. At the same time, sellers remain under intense pressure to contain outstanding liabilities, and…more

Asset Purchaser, Corporate Sales Transactions, Due Diligence, Liability, Risk Management

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DOJ & FTC Release Cybersecurity Threat Information Exchange Policy

The US DOJ Antitrust Division and the FTC yesterday released a joint policy statement on the sharing of information between private parties, including competitors, to counter cybersecurity threats. The agencies acknowledge that…more

Cybersecurity, Data Protection, DOJ, FTC

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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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Navigating India: Lessons for foreign investors

Foreign companies that learn from the experience of previous investors can navigate the challenges of investing in India. Optimism for doing business in India is rising. Enthusiasm rocketed when Narendra Modi was elected…more

Economic Development, Foreign Investment, India

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Will the European Court force Germany to bid farewell to Orange Book?

The Advocate General’s advisory Opinion in the Huawei v. ZTE FRAND Case (C- 170/13) would, if followed by the full European Court of Justice (ECJ), usher in a significant shift in the playing field in German litigation on…more

Germany, Patent Litigation, Patents, Standard Essential Patents

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US federal agencies to seek expanded Clean Water Act regulatory jurisdiction over aggregate mines and farmlands

The US Environmental Protection Agency (“EPA”) and the US Army Corps of Engineers (“Corps”) are poised to propose a new rule that would significantly expand their regulatory jurisdiction under the Clean Water Act. While many…more

Clean Water Act, Environmental Policies, EPA, Farms, Mining

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Key Issues and Considerations in Developing Petrochemical Projects in Newly Emerging Markets

This article provides a brief overview on some of the key issues and considerations that will need to be analysed by foreign sponsors (the “Foreign Sponsors”) looking to develop petrochemical projects in newly emerging markets…more

Bilateral Investment Treaties, Due Diligence, Emerging Markets, Financing, Foreign Investment

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Back in the game: The rise of US M&A

US M&A is bouncing back - After a tough few years, acquisitions in the United States have seen a remarkable resurgence - The first half of 2014 saw a great dealmaking revival in the United States. Deal values are…more

Acquisitions, Biotechnology, Buyouts, CFIUS, China

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DIFC Courts open consultation regarding amendments to the Rules of the DIFC Courts

The Dubai International Financial Centre (DIFC) Courts have opened up a month-long consultation regarding proposed amendments to the Rules of the DIFC Courts (the “RDC”). A proposed amendment of particular interest relates to…more

Arbitration, DIFC, Enforcement, Middle East, Proposed Amendments

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Cuba No Longer Designated as a State Sponsor of Terrorism

On May 29, 2015, the United States formally rescinded Cuba's designation as a State Sponsor of Terrorism. This is another step in the improving relations between the United States and Cuba, potentially paving the path towards…more

Barack Obama, Cuba, Political Parties, State Sponsors of Terrorism

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What next for Guinea’s regulation? Tracking the evolution of the Guinean mining code against the ups and downs of the global mining industry

On April 9, 2013, the Republic of Guinea enacted amendments to its 2011 mining code, with the aim of reinforcing the message to international investors that Guinea is open for business. In a press statement, the Guinean minister…more

Economic Development, Minerals, Mining, Natural Resources, New Legislation

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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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Initial Public Offerings under the New UAE Commercial Companies Law

The long anticipated UAE Federal Commercial Companies Law no. 2 of 2015 (the “New Companies Law”) was issued on 25 March 2015 and will be in force by 1 July 2015, replacing UAE Federal Commercial Companies Law no. 8 of 1984 (the…more

Bonds, Financial Adviser, IPO, Issuers, New Companies Law

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Increasing Hostility Towards Appraisal Arbitrage

Appraisal rights have become increasingly popular and controversial in recent years. While statutory appraisal remedies are intended to protect minority stockholders by enabling those who dissent to request a judicial…more

Appraisal, Arbitrage, Institutional Investors, Mergers, Shareholder Rights

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Structuring Energy and Natural Resource Investments into Sub Saharan Africa

An improving investment climate - Perceptions of Africa as an investment destination are changing rapidly and parts of Africa are increasingly considered very attractive for foreign direct investment. Compare this to…more

Africa, Consumer Financial Products, Energy Sector, Foreign Investment, Natural Resources

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California Passes Student Data Privacy Law

On September 29, 2014, California Governor Jerry Brown, signed a bill into law that mandates the protection of the personal data of school children that use online educational programs. The Student Online Personal Information…more

For Profit Education, Internet Privacy, Jerry Brown, Mobile Privacy, New Legislation

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Reform of French Insolvency Law Overview of The Executive Order of 12 March 2014

Executive Order n° 2014-326 of 12 March 2014 reforming French insolvency proceedings was published in the Official Journal of the French Republic (Journal officiel de la République Française) on 14 March 2014. Considered…more

Commercial Bankruptcy, EU, Insolvency

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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, DMCA, Internet Service Providers, Safe Harbors

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SEC Proposes Rules on Pay-versus-Performance Disclosure

On April 29, 2015, the Securities and Exchange Commission (the “SEC”) approved by a three-to-two vote proposed rules (the “Proposed Rules”) implementing Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer…more

Disclosure Requirements, Dodd-Frank, Executive Compensation, Pay-for-Performance, Proxy Statements

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FTC Announces Annual Changes to HSR Thresholds

On January 15, 2015, 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

Filing Fees, FTC, Hart-Scott-Rodino Act, Jurisdiction, Threshhold Requirements

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Indonesia’s New Insurance Law

On 23 September 2014, Indonesia’s parliament (the “DPR”) passed the insurance bill into law (the “New Insurance Law”). The New Insurance Law is awaiting the signature of the President and therefore has not been officially…more

Insurance Reform

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Russian Legislation Update

In This Issue: - Corporate: veracity of information submitted for the state registration of companies; cancellation of the mandatory requirement for a company to have a seal - Currency Control - Banking/ Basel III -…more

Basel III, Concession Agreements, Corporate Governance, Currency Control, New Legislation

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High yield bond restructurings across Europe

As the flood of capital into riskier deals continues to pour in at unprecedented rates, and economic and geopolitical risks evolve, the prospect of a surge of bond defaults in the years ahead is looming over high yield investors…more

Bonds, EU, High-Yield Markets, Investors, Leveraged Lending

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President Obama Issues Executive Order on Cybersecurity Information Sharing

On February 13, 2015, President Barack Obama signed an executive order entitled "Promoting Private Sector Cybersecurity Information Sharing" (the "Executive Order") to foster cybersecurity threat information sharing within the…more

Barack Obama, Critical Infrastructure Sectors, Cybersecurity, Executive Orders, Information Sharing

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Data centres: The linchpins of the new digital economy

Data centres are the unseen yet integral part of the digital infrastructure of today’s global cities. The market in the specialist provision of data centres around the world is growing dramatically—and it shows no signs of…more

Cloud-Based Services, Commercial Real Estate Market, Data Centers, EU, Infrastructure

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The Emerging Risks of Unauthorized IP in Your Supply Chain and How You Should Respond

I. Introduction - Most global companies manage their supply chains to avoid supply disruptions and to address environmental, labor, and health and safety concerns, among others, but these same companies are often not…more

Counterfeiting, Damages, FTC, Imports, Infringement

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Reform of French Insolvency Law Overview of The Executive Order of 12 March 2014

Executive Order n° 2014-326 of 12 March 2014 reforming French insolvency proceedings was published in the Official Journal of the French Republic (Journal officiel de la République Française) on 14 March 2014. Considered…more

Commercial Bankruptcy, EU, Insolvency

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DOJ & FTC Release Cybersecurity Threat Information Exchange Policy

The US DOJ Antitrust Division and the FTC yesterday released a joint policy statement on the sharing of information between private parties, including competitors, to counter cybersecurity threats. The agencies acknowledge that…more

Cybersecurity, Data Protection, DOJ, FTC

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Challenging Major and Interested Party Transactions

On 16 May 2014 the Plenary Session of the Russian Supreme Commercial Court adopted Resolution No. 28 “On Certain Issues Related to Challenging Major and Interested Party Transactions.” In this Resolution, the Court…more

Corporate Sales Transactions, Interested Parties, Russia

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Which way forward for the sovereign debt crisis? Six thought leaders in sovereign debt restructuring share their observations of the current situation and provide guidance on the complex challenges ahead

A crisis far beyond anything experienced in recent memory - The way in which regulators, investors, banks and governments respond to the current sovereign debt challenges will echo for many years. Decisions made today…more

Banking Crisis, Banking Sector, Bonds, Debt Ceiling, Debt Restructuring

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To enforce or not to enforce, a question for the English courts - July 2014

In the latest instalment of the Yukos v Rosneft saga (covered previously in our 2012 Alert), the English High Court considered whether an award set aside (annulled) at the seat of arbitration can nevertheless be enforced in…more

Arbitration, Enforcement, Enforcement Actions, UK

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Global HR Hot Topic—December 2014: Overseas Business Travel Liability and the Duty of Care in Times of Ebola

As of late 2014, the United States faced no Ebola pandemic whatsoever. The odds of catching Ebola in an American workplace remained statistically zero. Only a handful of Ebola cases had made their way to the United States, and a…more

Best Management Practices, Corporate Counsel, Ebola, Employer Liability Issues, Expatriates

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Pulling the Purse Strings: Ukraine Forum on Asset Recovery Pursues Funds of Former Senior Government Officials

Led by the United States and the United Kingdom, the international community met this week to take steps to trace assets allegedly stolen through corruption by former Ukrainian leaders and return them to Ukraine. Senior…more

Corruption, Foreign Official, Russia, Ukraine

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Amgen Inc. v. Sandoz Inc.

On March 19, 2015, the United States District Court for the Northern District of California issued its decision in Amgen Inc. v. Sandoz Inc., construing the patent negotiation provisions of the Biologics Price Competition and…more

Amgen, Biologics, Biosimilars, BPCIA, FDA

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European High Yield and leveraged loans: Has the convergence gone too far?

The growth of the High Yield (HY) market in the leveraged finance arena has, save for a few short term downturns, continued unabated since the onset of the financial crisis. The financial crisis and the continued…more

Carve Out Provisions, Disclosure Requirements, EU, High-Yield Markets, Investment Funds

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Increasing Hostility Towards Appraisal Arbitrage

Appraisal rights have become increasingly popular and controversial in recent years. While statutory appraisal remedies are intended to protect minority stockholders by enabling those who dissent to request a judicial…more

Appraisal, Arbitrage, Institutional Investors, Mergers, Shareholder Rights

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Enhanced Protection for Retail Investors in the Financial Sector in Belgium: Pre-Contractual Information Requirements and Risk Label

After the approval by Royal Decree of the Regulation of the Belgian Financial Services and Markets Authority (the “FSMA”) banning the distribution of certain non-mainstream financial products to retail clients (see here), two…more

EU, Financial Regulatory Reform, FSMA, Investors, Labeling

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Keeping it simple – the Unitranche demystified

One of the main exam strategies available to the struggling pupil is to pepper an essay with long words, giving complex names to simple ideas. Are you proposing to consider both sides of an argument, or are you viewing the…more

Borrowers, EU, Lenders, Loans, Unitranche Loans

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Foreign Investment in Multi-Brand Retail Trading in India: Government issues clarifications

In September 2012, the Government of India (GoI) permitted foreign direct investment (FDI) up to 51% of the equity of Indian entities engaged in multi-brand retail trading (MBRT) in India (see our earlier alert of October…more

Foreign Investment, India, Infrastructure, Local Sourcing, MBRT

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Global Mining and Metals Industry Group: Kazakhstan push for reform

Kazakhstan’s new legal and regulatory changes are part of a push for progress and are a step in the right direction in creating a simpler, more transparent and attractive environment for international investment in the mining…more

Foreign Investment, Kazakhstan, Metals, Mining, Mining Contracts

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Insigh: Capital Markets: Tips for Taps

Following a successful bond issuance, an issuer may consider a “tap” issuance as a way to access further funding. White & Case offers some “Tips for Taps” for issuers and underwriters in accessing the capital markets…more

Capital Markets, Corporate Bonds, EU

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The bond breakthrough

In November 2012, Barclays raised a US$3bn corporate bond with a difference. The bank issued a contingent capital note (or coco) – a bond that automatically converts into equity as soon as a bank incurs losses that reduce its…more

Barclays, Capital Losses, Corporate Bonds, Deutsche Bank, EU

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Cuba No Longer Designated as a State Sponsor of Terrorism

On May 29, 2015, the United States formally rescinded Cuba's designation as a State Sponsor of Terrorism. This is another step in the improving relations between the United States and Cuba, potentially paving the path towards…more

Barack Obama, Cuba, Political Parties, State Sponsors of Terrorism

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Mitigating the “Vitro Effect”: Mexican Lawmakers Approved the Most Ambitious Bankruptcy Law Reform Since its Enactment back in 2000, Aiming to Ensure Creditors’ Rights

On January 10, 2014, the Federal Executive Branch of México published in the Official Gazette the legal amendments to México’s Commercial Bankruptcy Law (Ley de Concursos Mercantiles, or LCM), effecting the most comprehensive…more

Bankruptcy Reform, Creditors, Mexico

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The New European Market Abuse Rules – Looking Towards 2016

Significant changes to the European laws on market abuse are due to come into effect in July 2016. On implementation, the new measures will replace the four current European directives on market abuse. This Insight looks at…more

AIM, Benchmark Pricing, Commodities, Criminal Prosecution, EU

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FTC Announces Annual Changes to HSR Thresholds

On January 15, 2015, 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

Filing Fees, FTC, Hart-Scott-Rodino Act, Jurisdiction, Threshhold Requirements

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Update: Germany's Draft Bill on IT Security

On March 20, 2015, the revised bill to increase the security of IT systems (the "Draft Bill")was first read in the German Bundestag. As contemplated in the White & Case Technology Newsflash of August 2014, the overarching goal…more

Critical Infrastructure Sectors, Data Protection, Draft Guidance, EC Directive, EU

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Mitigating the “Vitro Effect”: Mexican Lawmakers Approved the Most Ambitious Bankruptcy Law Reform Since its Enactment back in 2000, Aiming to Ensure Creditors’ Rights

On January 10, 2014, the Federal Executive Branch of México published in the Official Gazette the legal amendments to México’s Commercial Bankruptcy Law (Ley de Concursos Mercantiles, or LCM), effecting the most comprehensive…more

Bankruptcy Reform, Creditors, Mexico

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An alternative to the anti-suit injunction? Supreme Court considers ability to obtain damages for EU proceedings brought in breach of an exclusive jurisdiction clause

In the landmark decision Alexandros T [2013] UKSC 70, the Supreme Court has held that, where parties have agreed that disputes between them will be resolved exclusively by the English courts, a party can seek damages for breach…more

Anti-Suit Injunctions, EU, Exclusive Jurisdiction, Injunctions, SCOTUS

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South Africa Issues Draft Bill on Investment Protection without General Recourse to International Arbitration for Foreign Investors

On 1 November 2013, the South African Department of Trade and Industry made public a draft "Promotion and Protection of Investment Bill" (the "Draft Bill"). The Draft Bill is intended to promote investment by modernizing the…more

Africa, Arbitration, Bilateral Investment Treaties, Foreign Investment, International Arbitration

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ParkCentral v. Porsche: The Second Circuit Signals New Lines of Defense to Extraterritorial Securities Fraud Claims

In ParkCentral Global Hub Ltd. v. Porsche Automobile Holdings SE (“ParkCentral”), the US Court of Appeals for the Second Circuit held that domestic securities transactions that did not involve the foreign defendant, whose…more

Extraterritoriality Rules, Fraud, Porsche, Securities Exchange Act, Securities Fraud

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Supreme Court Issues Two "High-Octane" Decisions to Address Abusive Patent Litigation Practices

Yesterday, the United States Supreme Court handed down two pivotal opinions redefining the standard for obtaining attorney's fees in patent cases. The opinions provide alleged infringers with the increased possibility of…more

Attorney's Fees, Highmark v. Allcare, Octane Fitness v. ICON, Patent Infringement, Patent Litigation

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CLO Risk Retention: Late-Season Predictions

For college football fans, the regular season is drawing to an end, which means it is time for the pundits to start breaking out the bowl game predictions. Of course the experts never get it fully correct (who could have…more

Collateralized Debt Obligations, Dodd-Frank, Risk Retention

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If “builder” baskets grow and “grower” baskets build, what is the difference and are either of these a “scalable” basket?

“Builder” baskets, “grower” baskets and “scalable” baskets: as the leveraged loan and high yield bond markets and the US and European markets continue to converge, technical alerts and debt capital markets updates throw these…more

Bonds, Borrowers, Debt Capital, EBITDA, EU

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EU Competition Commissioner proposes a competition inquiry in the e-commerce sector

On 26 March 2015, the European Commissioner in charge of competition policy, Margrethe Vestager, announced a potential competition inquiry in the e-commerce sector. According to the Commission, the proposed inquiry is aimed at…more

Competition, E-Commerce, EU, European Commission, Internet Retailers

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EU continues sanctions against Russia and Crimea into 2016

On 19 June 2015, the EU Council decided to extend until 23 June 2016 the EU sanctions against Crimea/Sevastopol imposed in June 2014 in response to the annexation of Crimea and Sevastopol. On 22 June 2015, the EU Council…more

Asset Freeze, Crimea, EU, Jurisdiction, Russia

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Important changes to Italian mandatory tender offer Rules

The Decreto Competitività (as converted into Law with amendments, the “Decree”), published on August 20, 2014, in the Italian Official Gazette (Gazzetta Ufficiale della Repubblica Italiana), has made some important changes to…more

EU, New Regulations, Tender Offers

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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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White House Re-Introduces Consumer Privacy Bill of Rights Act

On February 27, 2015, President Obama unveiled the Consumer Privacy Bill of Rights Act of 2015, a draft bill intended to govern the collection and dissemination of consumer data. The Privacy Bill of Rights is a revival of draft…more

Consumer Privacy Bill of Rights, Data Breach, Data Security and Breach Notification Act of 2015, Identity Theft, Obama Administration

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Free Wi-Fi: German Court Seeks Clarification in Luxembourg

Compared to other countries, Germany lags behind when it comes to free Wi-Fi spots. A recent study conducted by the Association of the German Internet Industry has shown that of around one million public hotspots in Germany only…more

Copyright, Copyright Infringement, E-Commerce, E-Commerce Directive, EU

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Strengthening rights of aggrieved parties in criminal proceedings - Major changes in connection with the new Act on Victims of Crime

As of August 1, 2013, Act No. 45/2013 Coll., on Victims of Crime and Amendments to Certain Other Acts, entered into force. The purpose of the Act is to regulate the rights of victims of crime – natural persons, and to provide…more

Crime Victims, Criminal Proceeds, Criminal Prosecution, EU, New Legislation

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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, Japan FSA, Short Sales, Triggering Event, Uptick Rule

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Update: Germany's Draft Bill on IT Security

On March 20, 2015, the revised bill to increase the security of IT systems (the "Draft Bill")was first read in the German Bundestag. As contemplated in the White & Case Technology Newsflash of August 2014, the overarching goal…more

Critical Infrastructure Sectors, Data Protection, Draft Guidance, EC Directive, EU

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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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Asymmetrical Jurisdiction Clauses: Where Are We Heading?

On 25 March 2015, France’s highest court, the Cour de cassation, once again ruled against the validity of a contractual asymmetrical jurisdiction clause, this time on the basis that it was contrary to Article 23 of the 2007…more

Article 23, Asymmetrical Jurisdiction Clauses, Banks, Brussels Convention, Commercial Contracts

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Energy Reform With Respect to Hydrocarbons

This Client Alert has the purpose of briefly analyzing the key provisions of the Hydrocarbons Act (the “Act” or the “HA”) and the Hydrocarbon Revenues Act (the “HRA” or, together with the HA, the “Hydrocarbon…more

Energy, Energy Reform, HRA, Mexico, Oil & Gas

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Global Tax Report - September 2013: Intellectual Property Tax Planning

In This Issue: - United States: Benefits of Intangible Property Migrations - United Kingdom: Innovation: The Name of the Game - Germany: OECD’s Action Plan on Base Erosion and Profit Shifting (BEPS) Within the…more

Erosion, EU, Innovation, Intangible Property, Tax Planning

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China Imposes Record Fine of Approx. US$975 Million (€863 Million) Under Its Anti-Monopoly Law

China’s National Development and Reform Commission (NDRC) announced an RMB 6.088 billion (approximately US$975 million and €863 million) fine against Qualcomm Inc. for alleged abuse of its market position in China in violation…more

Anti-Monopoly, Antitrust Investigations, China, Corporate Fines, Enforcement Actions

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Supreme Court Issues Ruling on Aereo and the Public Performance Right

On June 25, 2014, the US Supreme Court reversed a decision of the Second Circuit and held that Aereo publicly performs copyrighted television programming. The case has important implications for the public performance right…more

ABC, ABC v Aereo, Aereo, Broadcasting, Copyright

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SEC Proposes Amendments to Exchange Act Rules—Higher Thresholds for Mandatory Registration as Required by the JOBS Act

On December 18, 2014, the SEC proposed rule amendments required by the Jumpstart Our Business Startups (JOBS) Act that, if enacted, would: - revise the SEC’s rules relating to the thresholds for registration, termination…more

Accredited Investors, Bank Holding Company, Banks, JOBS Act, Proposed Amendments

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To enforce or not to enforce, a question for the English courts - July 2014

In the latest instalment of the Yukos v Rosneft saga (covered previously in our 2012 Alert), the English High Court considered whether an award set aside (annulled) at the seat of arbitration can nevertheless be enforced in…more

Arbitration, Enforcement, Enforcement Actions, UK

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Koontz v. St. Johns River Water Management District - No. 11-1447, 570 U.S. __ (2013)

On June 25, 2013, the US Supreme Court issued a decision clarifying the limitations the constitution places on the power of governments to exact concessions from property owners when issuing development permits. It confirmed…more

Dolan v City of Tigard, Fifth Amendment, Koontz v St John's River Water Management, Land Developers, Nexus

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Energy Reform With Respect to Hydrocarbons

This Client Alert has the purpose of briefly analyzing the key provisions of the Hydrocarbons Act (the “Act” or the “HA”) and the Hydrocarbon Revenues Act (the “HRA” or, together with the HA, the “Hydrocarbon…more

Energy, Energy Reform, HRA, Mexico, Oil & Gas

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Delaware Court Decides Damages in Breach of Fiduciary Duty Aiding and Abetting Case

In March 2014, Vice Chancellor Laster of the Court of Chancery of the State of Delaware issued an opinion finding Rural/Metro Corporation’s lead financial advisor liable for aiding and abetting breaches of fiduciary duty by…more

Aiding and Abetting, Breach of Duty, Fiduciary Duty

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Energy Reform With Respect to Hydrocarbons

This Client Alert has the purpose of briefly analyzing the key provisions of the Hydrocarbons Act (the “Act” or the “HA”) and the Hydrocarbon Revenues Act (the “HRA” or, together with the HA, the “Hydrocarbon…more

Energy, Energy Reform, HRA, Mexico, Oil & Gas

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The new group actions law in France – A cause for concern for companies?

The French law on consumer rights, also referred to as the “Hamon law” (“loi Hamon”), was enacted on 17 March 2014. The introduction of group actions is one of the main innovations of this law. Companies must now…more

Anti-Competitive, Class Action, Consumer Rights Directive

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High yield bond restructurings across Europe

As the flood of capital into riskier deals continues to pour in at unprecedented rates, and economic and geopolitical risks evolve, the prospect of a surge of bond defaults in the years ahead is looming over high yield investors…more

Bonds, EU, High-Yield Markets, Investors, Leveraged Lending

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JCAA Rules Revisited

New JCAA Rules of Commercial Arbitration recently have been released after a review and amendment process that began in July 2012. The JCAA Rules last were amended in 2008, and the new rules took effect on February 1, 2014. They…more

Arbitration, Commercial Arbitration, Japan

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Mitigating the “Vitro Effect”: Mexican Lawmakers Approved the Most Ambitious Bankruptcy Law Reform Since its Enactment back in 2000, Aiming to Ensure Creditors’ Rights

On January 10, 2014, the Federal Executive Branch of México published in the Official Gazette the legal amendments to México’s Commercial Bankruptcy Law (Ley de Concursos Mercantiles, or LCM), effecting the most comprehensive…more

Bankruptcy Reform, Creditors, Mexico

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How New Rail Regulations May Spur Midstream M&A

Over the past several months we’ve seen a rise in mergers and acquisitions among midstream energy firms. A variety of factors will likely push more firms to consider M&A, but one factor stands out: new regulations surrounding…more

Crude by Rail, Energy Sector, Financing, Infrastructure, Master Limited Partnerships

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Caveat Emptor: Five Steps to Avoid FCPA Successor Liability in M&A

Anti-corruption due diligence has become increasingly common in the M&A context. But when such pre-acquisition diligence identifies possible improper payments to foreign government officials or other red flags, what is the best…more

DOJ, Due Diligence, FCPA, FCPA Guidance, Popular

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DC Circuit Requires Committee on Foreign Investment in the United States to Provide Due Process Protections to Investors

On July 15, 2014, the US Court of Appeals for the District of Columbia (DC Circuit) ruled that if the President, pursuant to his powers under the Exon-Florio Amendment to the Defense Production Act of 1950 (DPA), deprives a…more

Appeals, Barack Obama, CFIUS, Divestiture, Due Process

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IBM sentenced to pay 6.5 million as contractual damages

In a recent and long-awaited decision, the Bordeaux Court of Appeal concluded a dispute concerning key issues for system integration projects and provided a reminder that the amendments to a contract should be accurate and…more

Breach of Contract, Damages, France, French Supreme Court, IBM

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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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US federal agencies to seek expanded Clean Water Act regulatory jurisdiction over aggregate mines and farmlands

The US Environmental Protection Agency (“EPA”) and the US Army Corps of Engineers (“Corps”) are poised to propose a new rule that would significantly expand their regulatory jurisdiction under the Clean Water Act. While many…more

Clean Water Act, Environmental Policies, EPA, Farms, Mining

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No Safe Haven: DOJ Can and Will Seize Proceeds of Wholly Foreign Corruption

Nine pieces of real property in the New Orleans area purchased and owned by Honduran government official Mario Roberto Zelaya Rojas (“Zelaya”) are proceeds of criminal activity and subject to seizure, according to a civil…more