Wilson Sonsini Goodrich & Rosati

FTC Settles with Manufacturer of Home Network Routers over Alleged Data Security Flaws

On February 23, 2016, the Federal Trade Commission (FTC) announced a settlement with computer hardware maker ASUSTeK Computer, Inc. (ASUS).1 The ASUS settlement highlights the FTC’s position regarding security in the connected…more

Cloud Computing, Enforcement Actions, FTC, Security and Privacy Controls

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SEC Adopts Pay Ratio Disclosure Rules

August 20, 2015 On August 5, 2015, the Securities and Exchange Commission (SEC) adopted the final pay ratio disclosure rules to implement Section 953(b) of the Dodd-Frank Act. These rules, which will require proxy disclosure in…more

CEOs, Data Privacy, Disclosure Requirements, Executive Compensation, Median Employee

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President Obama Signs Federal Trade Secrets Act into Law

On May 11, 2016, President Obama signed the Defend Trade Secrets Act of 2016 (DTSA) into law, amending the Economic Espionage Act to create a new federal civil cause of action for trade secret misappropriation. The new federal…more

Asset Seizure, Defend Trade Secrets Act (DTSA), Ex Parte, Misappropriation, Private Right of Action

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FDA Holds Hearing on Off-Label Communications

After several high-profile defeats in both district and circuit courts involving the off-label promotion of regulated products and the First Amendment, the U.S. Food and Drug Administration (FDA) is now engaged in a…more

FDA, First Amendment, Manufacturers, Medical Devices, Off-Label Promotion

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"Eye on Privacy" Newsletter - March 2013

In this issue: - FTC Releases Privacy Disclosure Guidelines for Mobile Ecosystem - California Attorney General Issues Privacy Practice Recommendations for Mobile Ecosystem - Mobile Apps: Learning from the…more

Critical Infrastructure Sectors, Cybersecurity, Data Collection, Disclosure Requirements, ECPA

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USPTO Announces Significant Reforms in Three Rounds of AIA Rule Changes—Round One: Increased Page Limits for Motions to Amend and Reply Briefs

On March 27, 2015, the U.S. Patent and Trademark Office (USPTO) announced the first of three upcoming "rule packages" that will clarify and modify rules for proceedings under the America Invents Act (AIA). In a blog post on the…more

America Invents Act, USPTO

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IPO Guide

We have organized this booklet into three major chapters. In Chapter One, we discuss the period leading up to a decision to proceed with an initial public offering, with a focus on the prerequisites to, as well as the costs…more

Capital Formation, Corporate Governance, Emerging Growth Companies, IPO, Registration Statement

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Fourth Update: Dodd-Frank Rules Impact End-Users of Foreign Exchange Derivatives - Key Recent Developments

This March 2014 update is a summary of certain recent developments under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) that impact corporate end-users of over-the-counter foreign exchange (FX)…more

Derivatives, Dodd-Frank, Foreign Exchanges, OTC

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"Eye on Privacy" Newsletter - March 2013

In this issue: - FTC Releases Privacy Disclosure Guidelines for Mobile Ecosystem - California Attorney General Issues Privacy Practice Recommendations for Mobile Ecosystem - Mobile Apps: Learning from the…more

Critical Infrastructure Sectors, Cybersecurity, Data Collection, Disclosure Requirements, ECPA

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Update on the DOJ's Criminal Investigation into Generic Pharmaceuticals

The Department of Justice Antitrust Division's (DOJ's) investigation into the generic pharmaceutical industry may be expanding. On March 15, 2015, a third generic manufacturer disclosed that it received a subpoena from the DOJ…more

Amnesty, Cartels, DOJ, Generic Drugs, Government Investigations

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The Entrepreneurs Report Q3 2013

As widely reported, the aggregate dollar volume of venture financings held fairly steady from Q2 2013 to Q3 2013 (see, e.g., Venture Capital Valuation and Trends from PitchBook, Q4 2013). An analysis of transactions in which…more

Entrepreneurs, Funding, Startups, Venture Capital

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HHS Brings Landmark HIPAA Enforcement Action Against a Business Associate for Alleged Data Security Failures

On June 29, 2016, the U.S. Department of Health and Human Services (HHS) announced a Resolution Agreement with Catholic Health Care Services of the Archdiocese of Philadelphia (CHCS), settling charges that CHCS failed to comply…more

Business Associates, Catholic Diocese, Civil Monetary Penalty, Corrective Actions, HHS

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Changes in Process for Designating Agents for DMCA Safe Harbor Protection

Effective December 1, 2016, companies that wish to benefit from the Digital Millennium Copyright Act's (DMCA's) safe harbors from copyright infringement liability for (i) content stored at the direction of a user (i.e.,…more

Copyright, Copyright Infringement, Copyright Office, Designated Agent, DMCA

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Tenure Voting and the U.S. Public Company

In today’s capital markets, the principle of “one share, one vote” is increasingly under scrutiny. The rise of high-vote and no-vote stock has created a popular alternative for companies at the initial public offering (“IPO”)…more

Capital Markets, Corporate Governance, Publicly-Traded Companies, Stock Prices, Voting Rights

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Tenure Voting and the U.S. Public Company

In today’s capital markets, the principle of “one share, one vote” is increasingly under scrutiny. The rise of high-vote and no-vote stock has created a popular alternative for companies at the initial public offering (“IPO”)…more

Capital Markets, Corporate Governance, Publicly-Traded Companies, Stock Prices, Voting Rights

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DOJ and FTC Put HR Executives on Notice That Anticompetitive Hiring and Compensation Practices May Be Subject to Criminal Prosecution

On October 20, 2016, the U.S. Department of Justice (DOJ) and the Federal Trade Commission (FTC) issued “Antitrust Guidance for Human Resources (HR) Professionals.” The jointly prepared guidance—directed at HR…more

Antitrust Provisions, Confidential Information, DOJ, Employee Solicitation, Enforcement Actions

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Court Limits the Enforceability of "Browsewrap" Terms of Use—Best Practices in Online Contracting

In an important decision regarding the viability of so-called "browsewrap" agreements, the United States Court of Appeals for the Ninth Circuit—which covers California, among other states—recently affirmed a district court's…more

Actual or Constructive Knowledge, Appeals, Arbitration, Barnes and Noble, Browsewrap Agreement

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IPO Guide

We have organized this booklet into three major chapters. In Chapter One, we discuss the period leading up to a decision to proceed with an initial public offering, with a focus on the prerequisites to, as well as the costs…more

Capital Formation, Corporate Governance, Emerging Growth Companies, IPO, Registration Statement

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California Public Utilities Commission Adopts Terms of Standard FIT Contract and Revised Tariffs

On May 23, 2013, the California Public Utilities Commission (CPUC or Commission) approved Decision 13-05-034 (Decision), which adopts the terms of a standard contract and revised tariffs for California's renewable Feed-in Tariff…more

CPUC, Feed-in-Tariffs, Modification, Power Purchase Agreements, Public Utilities Commission

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USPTO Issues New Guidance with Fewer Limitations on the Subject Matter Eligibility of Patent Claims

The U.S. Patent and Trademark Office (USPTO) today released its latest iteration of guidance—referred to as the "Interim Eligibility Guidance"—to its examiners. This guidance is aimed at assessing whether an invention claimed in…more

Alice Corporation, CLS Bank v Alice Corp, DNA, Mayo v. Prometheus, Myriad

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Final IRS Regulations Clarify That Certain Solar Assets May Qualify as Real Property for REIT Purposes

On August 30, 2016, the IRS issued final regulations that clarify and expand the definition of "real property" for purposes of qualifying as a real estate investment trust (REIT). The final regulations substantially follow the…more

Final Rules, IRS, Passive Activity, REIT, Solar Panels

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Federal Circuit Ruling in Dell v. Acceleron Limits New Late-Stage Grounds of Challenge in America Invents Act Trials

On March 15, 2016, the U.S. Court of Appeals for the Federal Circuit held that the Administrative Procedures Act (APA) places constraints on when petitioners may present evidence and arguments against the patentability of claims…more

Administrative Procedure Act, America Invents Act, Corporate Counsel, Dell, Inter Partes Review (IPR) Proceeding

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IRS Publishes Safe Harbor for Monetizing Certain Tax Credits

Following Historic Boardwalk Hall LLC v. Commissioner, 694 F.3d 425 (3d Cir. 2012), which rejected a partnership's allocation of rehabilitation tax credits to a purported partner, the Internal Revenue Service (IRS) recently…more

Exempt Organizations, Historical Landmarks, Investors, IRS, Partnerships

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Article 29 Working Party Issues Statement Following Adoption of EU-U.S. Privacy Shield

On July 26, 2016, the body of European Data Protection Authorities (DPAs)—the "Article 29 Working Party" (WP29)—issued a statement commending the improvements made to the EU-U.S. Privacy Shield (Privacy Shield). Although the…more

Article 29 Working Party (WP29), Data Protection Authority, EU, EU-US Privacy Shield, International Data Transfers

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Innovations and Opportunities in Energy Efficiency Finance

In this white paper: - Introduction - Energy Efficiency Finance Structures, New and Familiar, and Negotiating Key Agreements - Energy Savings Performance Contracts (ESPCs) and Applying REITs to Energy…more

Clean Energy, Energy Efficiency, ESPCs, Innovation, Public Private Partnerships (P3s)

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President Obama Signs Federal Trade Secrets Act into Law

On May 11, 2016, President Obama signed the Defend Trade Secrets Act of 2016 (DTSA) into law, amending the Economic Espionage Act to create a new federal civil cause of action for trade secret misappropriation. The new federal…more

Asset Seizure, Defend Trade Secrets Act (DTSA), Ex Parte, Misappropriation, Private Right of Action

See All Updates »

Article 29 Working Party Issues Statement Following Adoption of EU-U.S. Privacy Shield

On July 26, 2016, the body of European Data Protection Authorities (DPAs)—the "Article 29 Working Party" (WP29)—issued a statement commending the improvements made to the EU-U.S. Privacy Shield (Privacy Shield). Although the…more

Article 29 Working Party (WP29), Data Protection Authority, EU, EU-US Privacy Shield, International Data Transfers

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The Effects of Brexit on the Unitary Patent and the Unified Patent Court

Voters in the United Kingdom have voted to leave the European Union (EU). The exit of the UK from the EU (the "Brexit") could result in a delay in the implementation of the Unitary Patent (UP) and the Unified Patent Court (UPC)…more

EU, European Patent Office, Popular, UK, UK Brexit

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The Entrepreneurs Report - Q3 2015

Unicorns and Other High-Valuation Deals - Over the last several years, the number of private companies with valuations in excess of $1 billion has skyrocketed, with daily reports of births of new “unicorns.” As the number…more

Business Valuations, Entrepreneurs, Equity Financing, Equity Investors, Venture Funding

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FDA's Proposed Rules to Address Inaccurate Orange Book Use Codes May Shorten Approval Timelines for Select 505(b)(2) and Generic Drugs

Drug Approval and Patent Listing Process - Before being allowed to market a new drug1 in the U.S., branded drug manufacturers must submit a new drug application (NDA) to the U.S. Food and Drug Administration (FDA), and the…more

ANDA, FDA, Generic Drugs, Healthcare, Orange Book

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USPTO Issues New Guidance with Fewer Limitations on the Subject Matter Eligibility of Patent Claims

The U.S. Patent and Trademark Office (USPTO) today released its latest iteration of guidance—referred to as the "Interim Eligibility Guidance"—to its examiners. This guidance is aimed at assessing whether an invention claimed in…more

Alice Corporation, CLS Bank v Alice Corp, DNA, Mayo v. Prometheus, Myriad

See All Updates »

The Life Sciences Report - Fall 2013

In this issue: - How to Expedite Examination of a Patent Application - The FDA Releases Final Guidance for Mobile Medical Applications - Creating Value in the Medtech Industry Using a Gender Lens -…more

Biotechnology, FDA, Life Sciences, Medical Devices, Mobile Apps

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Delaware Supreme Court Issues Long-Awaited Decision in Rural/Metro Affirming Liability Against Financial Advisor

On November 30, 2015, the Delaware Supreme Court issued its long-anticipated opinion in the stockholder litigation over the sale of Rural/Metro Corporation (Rural). In a unanimous opinion, the court affirmed the Delaware Court…more

Aiding and Abetting, Breach of Duty, DE Supreme Court, Financial Adviser, Shareholder Litigation

See All Updates »

The Unwind: ‘I Don’t Want It’

In the inaugural column of ‘‘Power and Taxes,’’ we discussed the tensions surrounding the requirement that an investor be an owner when a project is placed in service in order to qualify for the investment tax credit under…more

Begun Construction Test, Complex Financial Products, Condition Precedent, Condition Subsequent, Investment Funds

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WSGR Persuades Second Circuit to Overturn $150 Million Judgment Against Chinese Vitamin C Manufacturers

On September 20, 2016, the U.S. Court of Appeals for the Second Circuit issued its decision in a closely watched dispute over the question of whether foreign companies may be held liable under U.S. antitrust law for price fixing…more

Abstention, Amicus Briefs, Anti-Competitive, Antitrust Litigation, Antitrust Violations

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China Proposes Legislative Overhaul of Foreign Investment Regime

On January 19, 2015, the Ministry of Commerce (MOFCOM) of the People's Republic of China (PRC) published a draft bill of the Foreign Investment Law for public comment (the Draft FIL), revealing an upcoming overhaul of the…more

China, Foreign Investment, MOFCOM, Proposed Legislation

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China Proposes Legislative Overhaul of Foreign Investment Regime

On January 19, 2015, the Ministry of Commerce (MOFCOM) of the People's Republic of China (PRC) published a draft bill of the Foreign Investment Law for public comment (the Draft FIL), revealing an upcoming overhaul of the…more

China, Foreign Investment, MOFCOM, Proposed Legislation

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IPO Guide

We have organized this booklet into three major chapters. In Chapter One, we discuss the period leading up to a decision to proceed with an initial public offering, with a focus on the prerequisites to, as well as the costs…more

Capital Formation, Corporate Governance, Emerging Growth Companies, IPO, Registration Statement

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Delaware Court of Chancery Finds Financial Advisor Liable for Aiding and Abetting Breaches of Fiduciary Duty

In a much-anticipated, 91-page post-trial opinion issued on March 7, 2014, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery held in In re Rural Metro Corporation Stockholders Litigation that the lead financial…more

Aiding and Abetting, Board of Directors, Breach of Duty, Fiduciary Duty, Professional Liability

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SEC Adopts Pay Ratio Disclosure Rules

August 20, 2015 On August 5, 2015, the Securities and Exchange Commission (SEC) adopted the final pay ratio disclosure rules to implement Section 953(b) of the Dodd-Frank Act. These rules, which will require proxy disclosure in…more

CEOs, Data Privacy, Disclosure Requirements, Executive Compensation, Median Employee

See All Updates »

Update on the DOJ's Criminal Investigation into Generic Pharmaceuticals

The Department of Justice Antitrust Division's (DOJ's) investigation into the generic pharmaceutical industry may be expanding. On March 15, 2015, a third generic manufacturer disclosed that it received a subpoena from the DOJ…more

Amnesty, Cartels, DOJ, Generic Drugs, Government Investigations

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Spotlight on Antitrust: Asia Edition

In this issue: - The U.S. DOJ Secures Two Extraditions of Foreign Nationals on Antitrust Charges: Who Is Next? - U.S. Circuit Courts Limit Reach of Sherman Act Against Asian Cartel - Mark Rosman, Partner at…more

Antitrust Conspiracies, Antitrust Litigation, Cartels, DOJ, Enforcement Actions

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The Entrepreneurs Report - 1H 2014

In this issue: - From the WSGR Database: Financing Trends for Q2 2014 - Trends in High Pre-money Valuation Financings - Price and Preference - Excerpt from Trends in High Pre-money Valuation…more

Angel Investors, Entrepreneurs, Financing, Funding, Startups

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HSR Suit Between DOJ and ValueAct Offers Potential to Clarify "Investment-Only" Exemption

On April 4, 2016, the U.S. Department of Justice (DOJ) announced that it had filed a civil antitrust complaint against investment fund ValueAct Capital, alleging that ValueAct improperly relied upon the "investment-only"…more

Antitrust Litigation, Baker Hughes, DOJ, Halliburton, Hart-Scott-Rodino Act

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Tennessee Updates Data Breach Notification Law

The State of Tennessee recently amended its data breach notification statute, Tenn. Code Ann. § 47-18-2107, which is set to go into effect on July 1, 2016. Numerous commentators have proclaimed that the amendment marks a…more

Amended Legislation, Encryption, Popular, Safe Harbors, State Data Breach Notification Statutes

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"Eye on Privacy" Newsletter - May 2013

In this issue: - FTC Issues New Guidance for Disclosures in Online Advertising - European Regulators Opine on "Purpose Limitation" Principle – What Constitutes "Compatible Use" in the Context of Big Data?…more

Big Data, Clapper v. Amnesty International, Class Action, FTC, HIPAA

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FTC v. Actavis: "Reverse Payments"—Not Presumptively Lawful, Not Presumptively Unlawful, But Subject to a Rule-of-Reason Analysis

On June 17, 2013, after years of litigation in the lower courts, the United States Supreme Court issued its long-awaited decision in FTC v. Actavis. The 5-3 decision, however, did not have a clear winner, and the case was…more

Actavis Inc., FTC, FTC v Actavis, Generic Drugs, Pay-For-Delay

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SEC Issues Proposed Clawback Rules

On July 1, 2015, the Securities and Exchange Commission (SEC) issued proposed rules that would require publicly listed companies to recover (or "clawback") excess incentive-based compensation from current and former executives…more

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New Department of Justice Enforcement Policy Focuses on Corporations Providing Evidence Against Individuals

On September 9, 2015, the U.S. Department of Justice (DOJ) issued a memorandum to federal prosecutors instructing them to increase their focus on the prosecution of individuals involved in corporate fraud and financial…more

Cooperation, Criminal Prosecution, DOJ, Enforcement Guidance, Government Investigations

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New Energy Opportunities in CAISO: Aggregation of Behind-the-Meter Resources and Participation in Wholesale Energy Markets

Six months ago, the U.S. Supreme Court issued its decision in EnerNoc v. Electric Power Supply Association, 577 U.S. ___ (2016), holding that the Federal Power Act (FPA) provides the Federal Energy Regulatory Commission (FERC)…more

CAISO, Demand Response, Electric Generation Suppliers, Energy Market, Federal Power Act

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"Eye on Privacy" Newsletter - March 2013

In this issue: - FTC Releases Privacy Disclosure Guidelines for Mobile Ecosystem - California Attorney General Issues Privacy Practice Recommendations for Mobile Ecosystem - Mobile Apps: Learning from the…more

Critical Infrastructure Sectors, Cybersecurity, Data Collection, Disclosure Requirements, ECPA

See All Updates »

Seventh Circuit Decrees That Package Size Alone Is Not Enough for a Robinson-Patman Claim

On August 12, 2016, the U.S. Court of Appeals for the Seventh Circuit issued an opinion in Woodman's Farm Market, Inc. v. The Clorox Co., No. 15-3001 (7th Cir. August 12, 2016), in which it held that a plaintiff cannot state a…more

Bulk Purchasing, Clorox, FTC, Manufacturers, Price Discrimination

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Implications of the U.S. Supreme Court Omnicare Decision

On March 24, 2015, the U.S. Supreme Court issued its decision in Omnicare, Inc., et al. v. Laborers District Council Construction Industry Pension Fund, et al., addressing when an issuer may be held liable for material…more

Material Misstatements, Omnicare v Laborers District Council, Pharmaceutical Industry, PSLRA, Registration Statement

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Article 29 Working Party Issues Statement Following Adoption of EU-U.S. Privacy Shield

On July 26, 2016, the body of European Data Protection Authorities (DPAs)—the "Article 29 Working Party" (WP29)—issued a statement commending the improvements made to the EU-U.S. Privacy Shield (Privacy Shield). Although the…more

Article 29 Working Party (WP29), Data Protection Authority, EU, EU-US Privacy Shield, International Data Transfers

See All Updates »

China Proposes Legislative Overhaul of Foreign Investment Regime

On January 19, 2015, the Ministry of Commerce (MOFCOM) of the People's Republic of China (PRC) published a draft bill of the Foreign Investment Law for public comment (the Draft FIL), revealing an upcoming overhaul of the…more

China, Foreign Investment, MOFCOM, Proposed Legislation

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Federal Circuit Allows Judicial Review of PTAB's Determination That Patent Qualifies as "Covered Business Method"

On July 9, 2015, a divided Federal Circuit held in Versata Development Group, Inc. v. SAP America, Inc., No. 14-1194, that it can review Patent Trial and Appeal Board (PTAB) determinations that a patent is a "covered business…more

Covered Business Method Patents, Cuozzo Speed Technologies, Inter Partes Review (IPR) Proceeding, Judicial Review, Jurisdiction

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The WSGR Data Advisor - September 2015

In this issue of The WSGR Data Advisor, we examine the FCC’s recent TCPA declaratory ruling and order addressing issues regarding calling and texting consumers, and discuss the new privacy, data security, and transparency…more

Auto-Dialed Calls, Cyber Attacks, Cybersecurity, Data Breach, Data Protection

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"Eye on Privacy" Newsletter - September 2013

In this issue: - Digital Advertising Alliance Releases Guidance on the Application of Its Self-Regulatory Principles to the Mobile Environment - TCPA Update: Recent Decisions and Significant Upcoming Change to…more

CalOPPA, Data Brokers, FCRA, FTC, Mobile Apps

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Federal Trade Commission Brings Complaint Against Firm for Relying on HSR Act "Investment-Only" Exemption

August 31, 2015 On August 24, 2015, the Federal Trade Commission (FTC) announced that it has reached an agreement with Third Point LLC and three affiliated investment funds (collectively "Third Point") to settle allegations that…more

Consent Decrees, FTC, Hart-Scott-Rodino Act, Investment Funds, Investment-Only Exemption

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A Brexit Antitrust Primer

The decision by the United Kingdom (UK) to leave the European Union (EU) will have far-reaching consequences for companies doing business in the UK and elsewhere in Europe. Specific details of the UK's withdrawal agreement with…more

Antitrust Provisions, Article 50 Treaty of the EU, Cartels, Corporate Counsel, EU

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FDA Intends to Grant Five Years of Market Exclusivity to Fixed-Dose Combination Drugs Containing One New Drug Substance

Fixed-dose combination drug products are becoming increasingly important in the treatment of patients with diabetes, cardiovascular disease, and infectious disease. Within the last two decades, the U.S. Food and Drug…more

Exclusive Dealing Agreements, FDA, Pharmaceutical Industry, Prescription Drugs

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The Life Sciences Report - Winter 2016

Ten Considerations for Companies Evaluating a Pre-Negotiated Acquisition - In recent years, there has been a shift in the research and development strategy of large pharmaceutical and medical device companies from internal…more

Acquisition Agreements, Contract Negotiations, Life Sciences, Pharmaceutical Patents, Venture Capital

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Diversity Newsletter - 2015

Tamika Montgomery-Reeves Strives to Learn and to Lead - A partner in Wilson Sonsini Goodrich & Rosati’s Wilmington, Delaware, office, Tamika Montgomery-Reeves gave birth to her first child, Jackson, this past May. On…more

Diversity, Law Firm Associates, Law Firm Partners

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The Entrepreneurs Report - Q1 2015

In This Issue: - From the WSGR Database: Financing Trends for Q1 2015 - Price and Preference: Part 2 - Haves and Have Nots in Venture Financings - Excerpt from Price and Preference: Part…more

Entrepreneurs, Equity Financing, Equity Investors, Financing, Investors

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Significant Changes to California Pregnancy Leave Will Take Effect on December 30, 2012

The Fair Employment and Housing Commission (FEHC) recently issued revised regulations that govern pregnancy disability leave (PDL) in California. The new regulations take effect December 30, 2012, and include changes that will…more

California Family Rights Act (CFRA), Disability, Discrimination, FEHC, FMLA

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Implications of the U.S. Supreme Court Omnicare Decision

On March 24, 2015, the U.S. Supreme Court issued its decision in Omnicare, Inc., et al. v. Laborers District Council Construction Industry Pension Fund, et al., addressing when an issuer may be held liable for material…more

Material Misstatements, Omnicare v Laborers District Council, Pharmaceutical Industry, PSLRA, Registration Statement

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FTC Enters into Consent Agreement Regarding Company's Use of Exclusive Contracts

The Federal Trade Commission (FTC) recently announced that Invibio, which sells high-performance polymer for medical implants, has settled charges that the company monopolized sales to medical device makers through unlawful…more

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Trinity Wall Street v. Wal-Mart Stores, Inc. Provides New (But Limited) Guidance on the Ordinary Business Exception to Rule 14a-8

A tenet of corporate law is that directors—not shareholders—manage a company's business and affairs. Recognizing that proposals adopted through the Rule 14a-8 process could allow shareholders to intrude on matters traditionally…more

Board of Directors, Firearms, Proxy Statements, SEC, Shareholder Proposals

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Department of Defense Issues New Cybersecurity Rules for Defense Agencies That Use Contractors and Cloud Services to Hold Unclassified Defense Information

The U.S. Department of Defense (DOD) recently published an interim rule amending the Defense Federal Acquisition Regulation Supplement (DFARS).1 The interim rule, effective August 26, 2015, focuses on two issues. First, the rule…more

Cloud Computing, Cyber Attacks, Cybersecurity, Data Security, Defense Sector

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The Entrepreneurs Report - Q1 2015

In This Issue: - From the WSGR Database: Financing Trends for Q1 2015 - Price and Preference: Part 2 - Haves and Have Nots in Venture Financings - Excerpt from Price and Preference: Part…more

Entrepreneurs, Equity Financing, Equity Investors, Financing, Investors

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New Department of Justice Enforcement Policy Focuses on Corporations Providing Evidence Against Individuals

On September 9, 2015, the U.S. Department of Justice (DOJ) issued a memorandum to federal prosecutors instructing them to increase their focus on the prosecution of individuals involved in corporate fraud and financial…more

Cooperation, Criminal Prosecution, DOJ, Enforcement Guidance, Government Investigations

See All Updates »

CFTC Extends Deadline to Comply with Certain Trading Documentation Requirements Under Dodd-Frank for Corporate End-Users of Foreign Exchange Derivatives

In late June 2013, the Commodity and Futures Trading Commission (CFTC) issued a no-action letter extending the period for certain corporate end-users of foreign exchange (FX) derivative transactions to comply with the trading…more

CFTC, Dodd-Frank, FX Swaps, ISDA, Major Swap Participants

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Patent Trial and Appeal Board Issues First Final Written Decision Under America Invents Act Proceeding

On June 11, 2013, the Patent Trial and Appeal Board (PTAB) of the United States Patent and Trademark Office (USPTO) issued the first final written decision in one of the new proceedings created by the America Invents Act (AIA)…more

America Invents Act, Covered Business Method Patents, Patent Reform, Patent Trial and Appeal Board, Patents

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The Unwind: ‘I Don’t Want It’

In the inaugural column of ‘‘Power and Taxes,’’ we discussed the tensions surrounding the requirement that an investor be an owner when a project is placed in service in order to qualify for the investment tax credit under…more

Begun Construction Test, Complex Financial Products, Condition Precedent, Condition Subsequent, Investment Funds

See All Updates »

Delaware Supreme Court Issues Long-Awaited Decision in Rural/Metro Affirming Liability Against Financial Advisor

On November 30, 2015, the Delaware Supreme Court issued its long-anticipated opinion in the stockholder litigation over the sale of Rural/Metro Corporation (Rural). In a unanimous opinion, the court affirmed the Delaware Court…more

Aiding and Abetting, Breach of Duty, DE Supreme Court, Financial Adviser, Shareholder Litigation

See All Updates »

Federal Circuit Ruling in Dell v. Acceleron Limits New Late-Stage Grounds of Challenge in America Invents Act Trials

On March 15, 2016, the U.S. Court of Appeals for the Federal Circuit held that the Administrative Procedures Act (APA) places constraints on when petitioners may present evidence and arguments against the patentability of claims…more

Administrative Procedure Act, America Invents Act, Corporate Counsel, Dell, Inter Partes Review (IPR) Proceeding

See All Updates »

China Proposes Legislative Overhaul of Foreign Investment Regime

On January 19, 2015, the Ministry of Commerce (MOFCOM) of the People's Republic of China (PRC) published a draft bill of the Foreign Investment Law for public comment (the Draft FIL), revealing an upcoming overhaul of the…more

China, Foreign Investment, MOFCOM, Proposed Legislation

See All Updates »

FDA's Proposed Rules to Address Inaccurate Orange Book Use Codes May Shorten Approval Timelines for Select 505(b)(2) and Generic Drugs

Drug Approval and Patent Listing Process - Before being allowed to market a new drug1 in the U.S., branded drug manufacturers must submit a new drug application (NDA) to the U.S. Food and Drug Administration (FDA), and the…more

ANDA, FDA, Generic Drugs, Healthcare, Orange Book

See All Updates »

New Energy Opportunities in CAISO: Aggregation of Behind-the-Meter Resources and Participation in Wholesale Energy Markets

Six months ago, the U.S. Supreme Court issued its decision in EnerNoc v. Electric Power Supply Association, 577 U.S. ___ (2016), holding that the Federal Power Act (FPA) provides the Federal Energy Regulatory Commission (FERC)…more

CAISO, Demand Response, Electric Generation Suppliers, Energy Market, Federal Power Act

See All Updates »

New Massachusetts Pay Equity Act Calls for Employers to Examine Compensation and Hiring Practices

In a step that should immediately spur employers to review their compensation and hiring practices, Massachusetts recently enacted legislation that changes considerably the state's rules prohibiting gender-based pay disparities…more

Employer Mandates, New Regulations, Pay Equity Laws, Wage and Hour

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White House Issues Call to Action Urging States to Curb Employers' Use of Non-Compete Agreements

The White House has entered the fray regarding employer use of non-compete agreements. While the Obama administration's recently issued "State Call to Action on Non-Compete Agreements" does not change current law applicable to…more

Defend Trade Secrets Act (DTSA), Donald Trump, Employment Contract, Human Resources Professionals, Non-Compete Agreements

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Delaware Supreme Court Issues Long-Awaited Decision in Rural/Metro Affirming Liability Against Financial Advisor

On November 30, 2015, the Delaware Supreme Court issued its long-anticipated opinion in the stockholder litigation over the sale of Rural/Metro Corporation (Rural). In a unanimous opinion, the court affirmed the Delaware Court…more

Aiding and Abetting, Breach of Duty, DE Supreme Court, Financial Adviser, Shareholder Litigation

See All Updates »

Changes in Process for Designating Agents for DMCA Safe Harbor Protection

Effective December 1, 2016, companies that wish to benefit from the Digital Millennium Copyright Act's (DMCA's) safe harbors from copyright infringement liability for (i) content stored at the direction of a user (i.e.,…more

Copyright, Copyright Infringement, Copyright Office, Designated Agent, DMCA

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Department of Energy Renewable Energy and Efficient Energy Projects Loan Guarantee Solicitation Alert

On July 3, 2014, the U.S. Department of Energy (DOE) Loan Programs Office (LPO) issued the final version of its Renewable Energy and Efficient Energy Projects Solicitation. As discussed in our previous WSGR Alert regarding the…more

DOE, Energy, Energy Efficiency, Renewable Energy

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Delaware Supreme Court Endorses "Fee-Shifting" Bylaw in Certified Question of Law

On May 8, 2014, the Delaware Supreme Court provided an en banc answer to a certified question of law from the U.S. District Court for the District of Delaware captioned ATP Tour, Inc. v. Deutscher Tennis Bund, concluding that…more

Board of Directors, Corporate Governance, Delaware General Corporation Law, Fee-Shifting

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General Court Delivers Early Christmas Gift to the Airline Industry and a Lump of Coal to the European Commission

On December 16, 2015, the General Court (GC) sent a message of unprecedented magnitude in the field of European cartels by annulling a decision from the European Commission (EC) that imposed fines of approximately €790 million…more

Air Cargo, Airlines, Cartels, EU, European Commission

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Federal Circuit Amgen Case Clarifies Important Aspects of the Biologics Price Competition and Innovation Act

On July 21, 2015, the U.S. Court of Appeals for the Federal Circuit issued its holding in Amgen Inc. v. Sandoz Inc., 2015-1499 (Fed. Cir. 2015). The Federal Circuit's decision is the latest development in the long-running battle…more

Appeals, Biosimilars, BPCIA, Commercial Marketing, Counterclaims

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The Entrepreneurs Report - Q3 2015

Unicorns and Other High-Valuation Deals - Over the last several years, the number of private companies with valuations in excess of $1 billion has skyrocketed, with daily reports of births of new “unicorns.” As the number…more

Business Valuations, Entrepreneurs, Equity Financing, Equity Investors, Venture Funding

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Eye on Privacy Newsletter - October 2014

In this issue: - FTC Recommends Improved Transparency and Security in Mobile Shopping Apps - Appellate Courts to Address What Constitutes an "Automatic Telephone Dialing System" Under the TCPA - California…more

Data Protection, FTC, Mobile Apps, Mobile Payments, New Regulations

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New Department of Justice Enforcement Policy Focuses on Corporations Providing Evidence Against Individuals

On September 9, 2015, the U.S. Department of Justice (DOJ) issued a memorandum to federal prosecutors instructing them to increase their focus on the prosecution of individuals involved in corporate fraud and financial…more

Cooperation, Criminal Prosecution, DOJ, Enforcement Guidance, Government Investigations

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Applications Now Being Accepted for USDA Renewable Energy and Energy Efficiency Grant and Loan Program

On Monday, May 5, 2014, the United States Department of Agriculture (USDA) announced that it will begin accepting new applications for grants and loans under the Rural Energy for America Program (REAP) for fiscal year 2014…more

Construction Loans, Energy, Energy Projects, Farm Bill, Farm Loans

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Delaware Supreme Court Issues Long-Awaited Decision in Rural/Metro Affirming Liability Against Financial Advisor

On November 30, 2015, the Delaware Supreme Court issued its long-anticipated opinion in the stockholder litigation over the sale of Rural/Metro Corporation (Rural). In a unanimous opinion, the court affirmed the Delaware Court…more

Aiding and Abetting, Breach of Duty, DE Supreme Court, Financial Adviser, Shareholder Litigation

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Game Over: Popular Multi-Channel Network Settles FTC Complaint for Paid Endorsement Videos

September 8, 2015 On September 2, 2015, the Federal Trade Commission (FTC) announced its first settlement with an online video marketer over an alleged failure to disclose paid endorsements. The FTC settled with Machinima, Inc.,…more

Advertising, Disclosure Requirements, Endorsements, FTC, FTC Endorsement Guidelines

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Delaware Supreme Court Issues Long-Awaited Decision in Rural/Metro Affirming Liability Against Financial Advisor

On November 30, 2015, the Delaware Supreme Court issued its long-anticipated opinion in the stockholder litigation over the sale of Rural/Metro Corporation (Rural). In a unanimous opinion, the court affirmed the Delaware Court…more

Aiding and Abetting, Breach of Duty, DE Supreme Court, Financial Adviser, Shareholder Litigation

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Department of Energy Loan Programs Office Update: Recent Announcements, Insights, and Upcoming Workshops

Throughout 2014, the Department of Energy (DOE) Loan Programs Office (LPO) announced nearly $25 billion in new loan guarantee authority across three solicitations and promoted the success of its existing portfolio, while…more

DOE, Energy Projects, Energy Sector, Government-Guaranteed Loans

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Article 29 Working Party Issues Statement Following Adoption of EU-U.S. Privacy Shield

On July 26, 2016, the body of European Data Protection Authorities (DPAs)—the "Article 29 Working Party" (WP29)—issued a statement commending the improvements made to the EU-U.S. Privacy Shield (Privacy Shield). Although the…more

Article 29 Working Party (WP29), Data Protection Authority, EU, EU-US Privacy Shield, International Data Transfers

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FDA Holds Hearing on Off-Label Communications

After several high-profile defeats in both district and circuit courts involving the off-label promotion of regulated products and the First Amendment, the U.S. Food and Drug Administration (FDA) is now engaged in a…more

FDA, First Amendment, Manufacturers, Medical Devices, Off-Label Promotion

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FTC Brings First Enforcement Actions Against Kids Apps Using Persistent Identifiers for Targeted Advertising

On December 17, 2015, the Federal Trade Commission (FTC) announced its first Children's Online Privacy Protection Act (COPPA) enforcement actions challenging the use of persistent identifiers to engage in targeted advertising to…more

Advertising, App Developers, COPPA, Enforcement Actions, FTC

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The Effects of Brexit on the Unitary Patent and the Unified Patent Court

Voters in the United Kingdom have voted to leave the European Union (EU). The exit of the UK from the EU (the "Brexit") could result in a delay in the implementation of the Unitary Patent (UP) and the Unified Patent Court (UPC)…more

EU, European Patent Office, Popular, UK, UK Brexit

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California Public Utilities Commission Approves Successor Net Energy Metering Tariff

On January 28, 2016, the California Public Utilities Commission (CPUC or Commission) adopted a decision (Decision) by a vote of 3-2 approving a new tariff structure for future Net Energy Metering (NEM) customers (NEM Successor…more

Net Metering, PG&E, Public Utilities Commission, San Diego Gas & Electric, Southern California Edison

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The Life Sciences Report - Summer 2016

The Future of Innovation in Medtech: An Industry in Search of Growth While Facing Pressures to Consolidate in a Post-ACA World - In the Affordable Care Act (ACA) era, the healthcare industry has witnessed significant…more

Affordable Care Act, EHealth, Innovation, Life Sciences, Medical Devices

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IRS Proposes Tax-Free Spin-Off Regulations Interpreting the "Device" and "Active Business" Tests and Addresses Recapitalizations into Control

On July 14, 2016, the U.S. Department of the Treasury issued proposed regulations under Section 355 of the Internal Revenue Code that would establish new guidelines under the so-called "device" and "active business" tests. The…more

Active Business Test, Alibaba, Control Test, Device Test, Internal Revenue Code (IRC)

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Spotlight on Antitrust: Asia Edition

In this issue: - The U.S. DOJ Secures Two Extraditions of Foreign Nationals on Antitrust Charges: Who Is Next? - U.S. Circuit Courts Limit Reach of Sherman Act Against Asian Cartel - Mark Rosman, Partner at…more

Antitrust Conspiracies, Antitrust Litigation, Cartels, DOJ, Enforcement Actions

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China Proposes Legislative Overhaul of Foreign Investment Regime

On January 19, 2015, the Ministry of Commerce (MOFCOM) of the People's Republic of China (PRC) published a draft bill of the Foreign Investment Law for public comment (the Draft FIL), revealing an upcoming overhaul of the…more

China, Foreign Investment, MOFCOM, Proposed Legislation

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DOJ and FTC Put HR Executives on Notice That Anticompetitive Hiring and Compensation Practices May Be Subject to Criminal Prosecution

On October 20, 2016, the U.S. Department of Justice (DOJ) and the Federal Trade Commission (FTC) issued “Antitrust Guidance for Human Resources (HR) Professionals.” The jointly prepared guidance—directed at HR…more

Antitrust Provisions, Confidential Information, DOJ, Employee Solicitation, Enforcement Actions

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Unlocking the Set-Top Box and Access to Video Programming—The FCC's Latest Foray into Video Competition

On February 18, 2016, the Federal Communications Commission (FCC) launched two proceedings designed to promote competition in the video marketplace—a proposed rulemaking related to devices used to access traditional TV…more

FCC, Multichannel Video Programming, NPRM, Video Recordings

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China Proposes Legislative Overhaul of Foreign Investment Regime

On January 19, 2015, the Ministry of Commerce (MOFCOM) of the People's Republic of China (PRC) published a draft bill of the Foreign Investment Law for public comment (the Draft FIL), revealing an upcoming overhaul of the…more

China, Foreign Investment, MOFCOM, Proposed Legislation

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HSR Suit Between DOJ and ValueAct Offers Potential to Clarify "Investment-Only" Exemption

On April 4, 2016, the U.S. Department of Justice (DOJ) announced that it had filed a civil antitrust complaint against investment fund ValueAct Capital, alleging that ValueAct improperly relied upon the "investment-only"…more

Antitrust Litigation, Baker Hughes, DOJ, Halliburton, Hart-Scott-Rodino Act

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Department of Energy Loan Programs Office Update: Recent Announcements, Insights, and Upcoming Workshops

Throughout 2014, the Department of Energy (DOE) Loan Programs Office (LPO) announced nearly $25 billion in new loan guarantee authority across three solicitations and promoted the success of its existing portfolio, while…more

DOE, Energy Projects, Energy Sector, Government-Guaranteed Loans

See All Updates »

The Life Sciences Report - Spring 2014

In this issue: - A New Accelerator Takes Digital Health Start-Ups to the Next Level - The Return of the MedTech IPO Market - Is There a Deal in Your Future? A Guide to Navigating Antitrust Waters -…more

Digital Health, Healthcare, IPO, Patents, SBIRs

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USPTO Implements Post-Prosecution Pilot Program

On July 11, 2016, the United States Patent and Trademark Office (USPTO) published a notice detailing the initiation of the Post-Prosecution Pilot Program (P3). As implemented, the P3 provides an additional path forward for…more

Final Action, Patent Applications, USPTO, USPTO Pilot Program

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Opening of New York State's Green Bank Creates a New Source of Financing for Clean Energy Projects as It Issues Its First Request for Proposals

The $1 billion New York Green Bank initiative opened for business on February 5, 2014. The New York Green Bank, initially capitalized with $210 million in funding in December 2013, will partner with private-sector institutions…more

Banks, Clean Energy, Energy Policy, Green Banks

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Implications of the U.S. Supreme Court Omnicare Decision

On March 24, 2015, the U.S. Supreme Court issued its decision in Omnicare, Inc., et al. v. Laborers District Council Construction Industry Pension Fund, et al., addressing when an issuer may be held liable for material…more

Material Misstatements, Omnicare v Laborers District Council, Pharmaceutical Industry, PSLRA, Registration Statement

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Monitoring and Recording Consumers’ Calls in California Can Be a Risky Practice

Many businesses monitor or record customer service, telemarketing, and other telephone calls with consumers to help them improve customer service and for evidentiary reasons. Under federal and many state laws, calls may lawfully…more

Audio Recording, Civil Monetary Penalty, Class Action, Confidential Communications, Consent

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The Life Sciences Report - Spring 2014

In this issue: - A New Accelerator Takes Digital Health Start-Ups to the Next Level - The Return of the MedTech IPO Market - Is There a Deal in Your Future? A Guide to Navigating Antitrust Waters -…more

Digital Health, Healthcare, IPO, Patents, SBIRs

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President Obama Signs Federal Trade Secrets Act into Law

On May 11, 2016, President Obama signed the Defend Trade Secrets Act of 2016 (DTSA) into law, amending the Economic Espionage Act to create a new federal civil cause of action for trade secret misappropriation. The new federal…more

Asset Seizure, Defend Trade Secrets Act (DTSA), Ex Parte, Misappropriation, Private Right of Action

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FDA Intends to Grant Five Years of Market Exclusivity to Fixed-Dose Combination Drugs Containing One New Drug Substance

Fixed-dose combination drug products are becoming increasingly important in the treatment of patients with diabetes, cardiovascular disease, and infectious disease. Within the last two decades, the U.S. Food and Drug…more

Exclusive Dealing Agreements, FDA, Pharmaceutical Industry, Prescription Drugs

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China Proposes Legislative Overhaul of Foreign Investment Regime

On January 19, 2015, the Ministry of Commerce (MOFCOM) of the People's Republic of China (PRC) published a draft bill of the Foreign Investment Law for public comment (the Draft FIL), revealing an upcoming overhaul of the…more

China, Foreign Investment, MOFCOM, Proposed Legislation

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Supreme Court Provides Guidance on Discretionary Fee-Shifting in Copyright Cases

On June 16, 2016, the U.S. Supreme Court clarified how courts should exercise their discretion to award attorneys' fees to the prevailing party in copyright cases. The Court unanimously held that courts should give "substantial…more

Attorney's Fees, Copyright Infringement, Fee Awards, Fee-Shifting, First Sale Doctrine

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The Entrepreneurs Report Q3 2013

As widely reported, the aggregate dollar volume of venture financings held fairly steady from Q2 2013 to Q3 2013 (see, e.g., Venture Capital Valuation and Trends from PitchBook, Q4 2013). An analysis of transactions in which…more

Entrepreneurs, Funding, Startups, Venture Capital

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Article 29 Working Party Issues Statement Following Adoption of EU-U.S. Privacy Shield

On July 26, 2016, the body of European Data Protection Authorities (DPAs)—the "Article 29 Working Party" (WP29)—issued a statement commending the improvements made to the EU-U.S. Privacy Shield (Privacy Shield). Although the…more

Article 29 Working Party (WP29), Data Protection Authority, EU, EU-US Privacy Shield, International Data Transfers

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California Court Rejects Alleged Joint Employers' "It Wasn't Me" Defense to Worker Misclassification Claims

Notwithstanding—and perhaps because of—the emergence of the so-called "sharing economy" and its proliferation of disruptive new business models, as well as calls to re-examine the traditional and familiar employee versus…more

Business Development, Corporate Counsel, DOL, Employee Rights, Hiring & Firing

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China Proposes Legislative Overhaul of Foreign Investment Regime

On January 19, 2015, the Ministry of Commerce (MOFCOM) of the People's Republic of China (PRC) published a draft bill of the Foreign Investment Law for public comment (the Draft FIL), revealing an upcoming overhaul of the…more

China, Foreign Investment, MOFCOM, Proposed Legislation

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The WSGR Data Advisor

In this issue: - Navigating Public Company Cybersecurity Obligations: Advising Boards and Disclosing to Investors - FTC Updates School-Related COPPA Guidance - Status Update on the EU Data Protection…more

Anti-Spam Legislation, Barack Obama, Board of Directors, Canada, COPPA

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Continuation of ZTE General License Until February 27, 2017

The U.S. Department of Commerce's Bureau of Industry and Security (BIS) is again extending the general license for exports, reexports (shipments from one foreign country to another foreign country), and in-country transfers of…more

BIS, Entity List, Export Administration Regulations, Export Controls, Exports

See All Updates »

Eye on Privacy Newsletter - October 2014

In this issue: - FTC Recommends Improved Transparency and Security in Mobile Shopping Apps - Appellate Courts to Address What Constitutes an "Automatic Telephone Dialing System" Under the TCPA - California…more

Data Protection, FTC, Mobile Apps, Mobile Payments, New Regulations

See All Updates »

Seventh Circuit Decrees That Package Size Alone Is Not Enough for a Robinson-Patman Claim

On August 12, 2016, the U.S. Court of Appeals for the Seventh Circuit issued an opinion in Woodman's Farm Market, Inc. v. The Clorox Co., No. 15-3001 (7th Cir. August 12, 2016), in which it held that a plaintiff cannot state a…more

Bulk Purchasing, Clorox, FTC, Manufacturers, Price Discrimination

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Innovations and Opportunities in Energy Efficiency Finance

In this white paper: - Introduction - Energy Efficiency Finance Structures, New and Familiar, and Negotiating Key Agreements - Energy Savings Performance Contracts (ESPCs) and Applying REITs to Energy…more

Clean Energy, Energy Efficiency, ESPCs, Innovation, Public Private Partnerships (P3s)

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CFIUS and Chinese Investment: Lessons Learned from the First Half of 2013

Since the 2008 global financial crisis, Chinese companies have significantly increased their overseas investments in the United States. Like other foreign investments, Chinese investments may be subject to a national security…more

Acquisitions, CFIUS, China, Foreign Investment, Investors

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Innovations and Opportunities in Energy Efficiency Finance

In this white paper: - Introduction - Energy Efficiency Finance Structures, New and Familiar, and Negotiating Key Agreements - Energy Savings Performance Contracts (ESPCs) and Applying REITs to Energy…more

Clean Energy, Energy Efficiency, ESPCs, Innovation, Public Private Partnerships (P3s)

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Federal Circuit Holds Claims to Cell Freezing Methods to Be Patent-Eligible

On July 5, 2016, the Federal Circuit held that claims reciting methods for cryopreserving hepatocytes in U.S. Patent No. 7,604,929 ("the '929 patent") are eligible for patenting. The decision vacated a lower court's holding that…more

Biotechnology, Claim Construction, Multi-Factor Test, Patent Litigation, Patent-Eligible Subject Matter

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District Court Denies Amgen's Bid to Block Sale of Blockbuster Biosimilar Drug

On March 19, 2015, Judge Seeborg of the Northern District of California handed a significant victory to Sandoz's efforts to bring the first biosimilar product to market by denying Amgen's partial judgment on the pleadings and…more

Biosimilars, BPCIA, FDA, Patents, Pharmaceutical Industry

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The Entrepreneurs Report - 1H 2016

Dual-Class Stock: A Founder Favorite Faces Growing Investor Disapproval - Earlier this year, the investment firm T. Rowe Price adopted new voting policies that penalize companies with dual-class stock structures. They join…more

Board of Directors, Business Valuations, CalPERS, Corporate Financing, Diversity

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FDA's Proposed Rules to Address Inaccurate Orange Book Use Codes May Shorten Approval Timelines for Select 505(b)(2) and Generic Drugs

Drug Approval and Patent Listing Process - Before being allowed to market a new drug1 in the U.S., branded drug manufacturers must submit a new drug application (NDA) to the U.S. Food and Drug Administration (FDA), and the…more

ANDA, FDA, Generic Drugs, Healthcare, Orange Book

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Rule 10B5-1 Trading Plans: Considerations in Light of Increased Scrutiny

The aggressive use (or misuse) of Rule 10b5-1 trading plans is likely to become a significant area of focus for regulatory enforcement and securities class action plaintiffs. The floodlights now aimed at such plans are the…more

10b5-1 Plans, Insider Trading, SEC, Stocks

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The Unwind: ‘I Don’t Want It’

In the inaugural column of ‘‘Power and Taxes,’’ we discussed the tensions surrounding the requirement that an investor be an owner when a project is placed in service in order to qualify for the investment tax credit under…more

Begun Construction Test, Complex Financial Products, Condition Precedent, Condition Subsequent, Investment Funds

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FDA's Proposed Rules to Address Inaccurate Orange Book Use Codes May Shorten Approval Timelines for Select 505(b)(2) and Generic Drugs

Drug Approval and Patent Listing Process - Before being allowed to market a new drug1 in the U.S., branded drug manufacturers must submit a new drug application (NDA) to the U.S. Food and Drug Administration (FDA), and the…more

ANDA, FDA, Generic Drugs, Healthcare, Orange Book

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FTC Enters into Consent Agreement Regarding Company's Use of Exclusive Contracts

The Federal Trade Commission (FTC) recently announced that Invibio, which sells high-performance polymer for medical implants, has settled charges that the company monopolized sales to medical device makers through unlawful…more

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Continuation of ZTE General License Until February 27, 2017

The U.S. Department of Commerce's Bureau of Industry and Security (BIS) is again extending the general license for exports, reexports (shipments from one foreign country to another foreign country), and in-country transfers of…more

BIS, Entity List, Export Administration Regulations, Export Controls, Exports

See All Updates »

IRS Proposes Tax-Free Spin-Off Regulations Interpreting the "Device" and "Active Business" Tests and Addresses Recapitalizations into Control

On July 14, 2016, the U.S. Department of the Treasury issued proposed regulations under Section 355 of the Internal Revenue Code that would establish new guidelines under the so-called "device" and "active business" tests. The…more

Active Business Test, Alibaba, Control Test, Device Test, Internal Revenue Code (IRC)

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SEC Adopts Pay Ratio Disclosure Rules

August 20, 2015 On August 5, 2015, the Securities and Exchange Commission (SEC) adopted the final pay ratio disclosure rules to implement Section 953(b) of the Dodd-Frank Act. These rules, which will require proxy disclosure in…more

CEOs, Data Privacy, Disclosure Requirements, Executive Compensation, Median Employee

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FDA's Proposed Rules to Address Inaccurate Orange Book Use Codes May Shorten Approval Timelines for Select 505(b)(2) and Generic Drugs

Drug Approval and Patent Listing Process - Before being allowed to market a new drug1 in the U.S., branded drug manufacturers must submit a new drug application (NDA) to the U.S. Food and Drug Administration (FDA), and the…more

ANDA, FDA, Generic Drugs, Healthcare, Orange Book

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The Entrepreneurs Report Q3 2013

As widely reported, the aggregate dollar volume of venture financings held fairly steady from Q2 2013 to Q3 2013 (see, e.g., Venture Capital Valuation and Trends from PitchBook, Q4 2013). An analysis of transactions in which…more

Entrepreneurs, Funding, Startups, Venture Capital

See All Updates »

DOJ Publishes Guidance Concerning Voluntary Disclosure of Willful Export Controls and Sanctions Violations

The National Security Division (NSD) of the U.S. Department of Justice (DOJ) recently issued guidance documenting its policy regarding the voluntary self-disclosure (VSD) of potentially criminal violations of the export controls…more

Arms Export Control Act, Cooperation, DOJ, Export Controls, FCPA

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Department of Energy Renewable Energy and Efficient Energy Projects Loan Guarantee Solicitation Alert

On July 3, 2014, the U.S. Department of Energy (DOE) Loan Programs Office (LPO) issued the final version of its Renewable Energy and Efficient Energy Projects Solicitation. As discussed in our previous WSGR Alert regarding the…more

DOE, Energy, Energy Efficiency, Renewable Energy

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Court Limits the Enforceability of "Browsewrap" Terms of Use—Best Practices in Online Contracting

In an important decision regarding the viability of so-called "browsewrap" agreements, the United States Court of Appeals for the Ninth Circuit—which covers California, among other states—recently affirmed a district court's…more

Actual or Constructive Knowledge, Appeals, Arbitration, Barnes and Noble, Browsewrap Agreement

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A Brexit Antitrust Primer

The decision by the United Kingdom (UK) to leave the European Union (EU) will have far-reaching consequences for companies doing business in the UK and elsewhere in Europe. Specific details of the UK's withdrawal agreement with…more

Antitrust Provisions, Article 50 Treaty of the EU, Cartels, Corporate Counsel, EU

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The Life Sciences Report - Summer 2016

The Future of Innovation in Medtech: An Industry in Search of Growth While Facing Pressures to Consolidate in a Post-ACA World - In the Affordable Care Act (ACA) era, the healthcare industry has witnessed significant…more

Affordable Care Act, EHealth, Innovation, Life Sciences, Medical Devices

See All Updates »

Chancery Court Refuses to Enforce Non-Competition Agreement Against a California-Based Employee Despite Delaware Choice-of-Law Provision

In non-competition agreement disputes involving California employees, it is common to encounter an agreement stating that the law of another state governs the non-compete. Since non-competes in California are generally…more

Choice-of-Law, Employer Liability Issues, Hiring & Firing, Non-Compete Agreements, Public Policy

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SEC Proposes Pay-Versus-Performance Disclosure Rules

The Securities and Exchange Commission (SEC) recently issued its long-awaited proposal for "pay-versus-performance" disclosure. The proposed rules would implement the requirements of Section 953(a) of the Dodd-Frank Wall Street…more

Disclosure Requirements, Dodd-Frank, Executive Compensation, Pay-for-Performance, Proposed Legislation

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Eye on Privacy Newsletter - February 2015

In this issue: - Privacy and Data Security in Transactions: What's the Deal? - Consumer and Financial Institution Class Actions Survive Motions to Dismiss in Target Data Breach Litigation - California Amends…more

Breach Notification Rule, CFPB, COPPA, Cybersecurity, Data Breach

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"Eye on Privacy" Newsletter - January 2013

In this issue: - FTC Releases Final Amendments to Children's Online Privacy Protection Rule - Mobile Apps Face Heightened Privacy Enforcement - Policies and Practices Scrutinized - Global and European Data…more

App Developers, COPPA, Data Protection, De-Identified Protected Health Information, FCC

See All Updates »

DOJ Publishes Guidance Concerning Voluntary Disclosure of Willful Export Controls and Sanctions Violations

The National Security Division (NSD) of the U.S. Department of Justice (DOJ) recently issued guidance documenting its policy regarding the voluntary self-disclosure (VSD) of potentially criminal violations of the export controls…more

Arms Export Control Act, Cooperation, DOJ, Export Controls, FCPA

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Delaware Supreme Court Clarifies Application of Exculpatory Charter Provisions to Motions to Dismiss Independent Directors

On May 14, 2015, the Delaware Supreme Court issued its decision in In re Cornerstone Therapeutics Inc., S'holder Litig., clarifying that damages claims against independent directors can be dismissed where: (1) an applicable…more

DE Supreme Court, Exculpatory Clauses, Independent Boards, Shareholder Litigation, Shareholders

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Diversity Newsletter - 2015

Tamika Montgomery-Reeves Strives to Learn and to Lead - A partner in Wilson Sonsini Goodrich & Rosati’s Wilmington, Delaware, office, Tamika Montgomery-Reeves gave birth to her first child, Jackson, this past May. On…more

Diversity, Law Firm Associates, Law Firm Partners

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The Unwind: ‘I Don’t Want It’

In the inaugural column of ‘‘Power and Taxes,’’ we discussed the tensions surrounding the requirement that an investor be an owner when a project is placed in service in order to qualify for the investment tax credit under…more

Begun Construction Test, Complex Financial Products, Condition Precedent, Condition Subsequent, Investment Funds

See All Updates »

Implications of the U.S. Supreme Court Omnicare Decision

On March 24, 2015, the U.S. Supreme Court issued its decision in Omnicare, Inc., et al. v. Laborers District Council Construction Industry Pension Fund, et al., addressing when an issuer may be held liable for material…more

Material Misstatements, Omnicare v Laborers District Council, Pharmaceutical Industry, PSLRA, Registration Statement

See All Updates »

California Public Utilities Commission Approves Successor Net Energy Metering Tariff

On January 28, 2016, the California Public Utilities Commission (CPUC or Commission) adopted a decision (Decision) by a vote of 3-2 approving a new tariff structure for future Net Energy Metering (NEM) customers (NEM Successor…more

Net Metering, PG&E, Public Utilities Commission, San Diego Gas & Electric, Southern California Edison

See All Updates »

FDA's Proposed Rules to Address Inaccurate Orange Book Use Codes May Shorten Approval Timelines for Select 505(b)(2) and Generic Drugs

Drug Approval and Patent Listing Process - Before being allowed to market a new drug1 in the U.S., branded drug manufacturers must submit a new drug application (NDA) to the U.S. Food and Drug Administration (FDA), and the…more

ANDA, FDA, Generic Drugs, Healthcare, Orange Book

See All Updates »

The Life Sciences Report - Summer 2016

The Future of Innovation in Medtech: An Industry in Search of Growth While Facing Pressures to Consolidate in a Post-ACA World - In the Affordable Care Act (ACA) era, the healthcare industry has witnessed significant…more

Affordable Care Act, EHealth, Innovation, Life Sciences, Medical Devices

See All Updates »

Federal Trade Commission Announces Revisions to Hart-Scott-Rodino Thresholds

As it does every year at this time, the Federal Trade Commission (FTC) has issued revised Hart-Scott-Rodino Act (HSR) jurisdictional thresholds for the upcoming year. The FTC is required by law to revise the filing thresholds…more

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

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The Life Sciences Report - Spring 2014

In this issue: - A New Accelerator Takes Digital Health Start-Ups to the Next Level - The Return of the MedTech IPO Market - Is There a Deal in Your Future? A Guide to Navigating Antitrust Waters -…more

Digital Health, Healthcare, IPO, Patents, SBIRs

See All Updates »

Implications of the U.S. Supreme Court Omnicare Decision

On March 24, 2015, the U.S. Supreme Court issued its decision in Omnicare, Inc., et al. v. Laborers District Council Construction Industry Pension Fund, et al., addressing when an issuer may be held liable for material…more

Material Misstatements, Omnicare v Laborers District Council, Pharmaceutical Industry, PSLRA, Registration Statement

See All Updates »

The Life Sciences Report - Winter 2016

Ten Considerations for Companies Evaluating a Pre-Negotiated Acquisition - In recent years, there has been a shift in the research and development strategy of large pharmaceutical and medical device companies from internal…more

Acquisition Agreements, Contract Negotiations, Life Sciences, Pharmaceutical Patents, Venture Capital

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FDA Issues New Draft Guidance: New Dietary Ingredient Notifications and Related Issues

Dietary supplements are big business. A recent estimate pegs the U.S. market for dietary supplements at over $35 billion annually. The U.S. Food and Drug Administration (FDA) estimates the number of dietary supplements to be…more

Dietary Supplements, Draft Guidance, FDA, FDCA, NDI Notification

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IRS Issues Notice Clarifying Earlier Guidance on "Beginning of Construction" Requirement for PTC and ITC Purposes

On September 20, 2013, the IRS released Notice 2013-60, which clarified Notice 2013-29. Each Notice addresses the requirement that construction of a qualified facility must begin before January 1, 2014, in order to be eligible…more

Construction Contracts, Investment Tax Credits, IRS, Production Tax Credit, Renewable Energy

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Federal Court Blocks Implementation of New DOL Exemption Rules

At the proverbial eleventh hour, a federal court has blocked the implementation of the U.S. Department of Labor's (DOL's) new overtime exemption rules that were scheduled to go into effect on December 1, 2016. As detailed in our…more

DOL, Exempt-Employees, Final Rules, FLSA, Minimum Salary

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New York Proposes Dramatic Reform of Utility Structure

On April 24, 2014, the New York State Department of Public Service (PSC) issued a report proposing a radical change to the way regulated utilities in the state are structured and the services they provide. The report, "Reforming…more

Electricity, Energy, Energy Policy, Energy Reform, Utilities Sector

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Fourth Update: Dodd-Frank Rules Impact End-Users of Foreign Exchange Derivatives - Key Recent Developments

This March 2014 update is a summary of certain recent developments under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) that impact corporate end-users of over-the-counter foreign exchange (FX)…more

Derivatives, Dodd-Frank, Foreign Exchanges, OTC

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Final IRS Regulations Clarify That Certain Solar Assets May Qualify as Real Property for REIT Purposes

On August 30, 2016, the IRS issued final regulations that clarify and expand the definition of "real property" for purposes of qualifying as a real estate investment trust (REIT). The final regulations substantially follow the…more

Final Rules, IRS, Passive Activity, REIT, Solar Panels

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The Life Sciences Report - Summer 2016

The Future of Innovation in Medtech: An Industry in Search of Growth While Facing Pressures to Consolidate in a Post-ACA World - In the Affordable Care Act (ACA) era, the healthcare industry has witnessed significant…more

Affordable Care Act, EHealth, Innovation, Life Sciences, Medical Devices

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FCC Orders Far-Reaching New Privacy and Data Security Rules

As expected, the Federal Communications Commission (FCC) has handed down sweeping new privacy and security rules for Internet service providers (ISPs). On Thursday, October 27, 2016, a sharply divided commission voted to enact…more

Breach Notification Rule, Broadband, Data Collection, Dispute Resolution, FCC

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DOJ and FTC Put HR Executives on Notice That Anticompetitive Hiring and Compensation Practices May Be Subject to Criminal Prosecution

On October 20, 2016, the U.S. Department of Justice (DOJ) and the Federal Trade Commission (FTC) issued “Antitrust Guidance for Human Resources (HR) Professionals.” The jointly prepared guidance—directed at HR…more

Antitrust Provisions, Confidential Information, DOJ, Employee Solicitation, Enforcement Actions

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U.S. Court of Appeals for the Fourth Circuit Affirms Grant of Summary Judgment Dismissing "Per Se" Antitrust Tying Claims Against Live Nation

On February 4, 2016, the U.S. Court of Appeals for the Fourth Circuit affirmed a grant of summary judgment dismissing "per se" antitrust tying claims brought by a local concert promoter (It's My Party, or IMP) against its larger…more

Antitrust Litigation, Corporate Counsel, Entertainment Industry, Sherman Act, Summary Judgment

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Procedural Reform of EU Merger Control Rules

On December 5, 2013, after a public consultation launched in March 2013, the European Commission adopted a package to simplify its review of concentrations under the EU Merger Regulation (EUMR). This initiative was undertaken by…more

EU, EUMR, European Commission, Mergers

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The PTAB Review - November 2016

New Testimonial Evidence with Preliminary Responses: Panacea or Placebo? Just over three years ago, during a keynote speech at the AIPLA annual meeting, the Patent Trial and Appeal Board (PTAB) was criticized as a patent…more

Biotechnology, Discovery, Evidence, Expert Testimony, Patent Trial and Appeal Board

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FCC Orders Far-Reaching New Privacy and Data Security Rules

As expected, the Federal Communications Commission (FCC) has handed down sweeping new privacy and security rules for Internet service providers (ISPs). On Thursday, October 27, 2016, a sharply divided commission voted to enact…more

Breach Notification Rule, Broadband, Data Collection, Dispute Resolution, FCC

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EU's Highest Court Declares Safe Harbor Invalid

Today, the Court of Justice of the European Union (CJEU), the EU's highest court, issued a groundbreaking decision that invalidates the EU-U.S. Safe Harbor program. Given the widespread reliance on the Safe Harbor framework by…more

Data Protection Authority, EU, EU Data Protection Laws, European Commission, European Court of Justice (ECJ)

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New Energy Opportunities in CAISO: Aggregation of Behind-the-Meter Resources and Participation in Wholesale Energy Markets

Six months ago, the U.S. Supreme Court issued its decision in EnerNoc v. Electric Power Supply Association, 577 U.S. ___ (2016), holding that the Federal Power Act (FPA) provides the Federal Energy Regulatory Commission (FERC)…more

CAISO, Demand Response, Electric Generation Suppliers, Energy Market, Federal Power Act

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DOJ Publishes Guidance Concerning Voluntary Disclosure of Willful Export Controls and Sanctions Violations

The National Security Division (NSD) of the U.S. Department of Justice (DOJ) recently issued guidance documenting its policy regarding the voluntary self-disclosure (VSD) of potentially criminal violations of the export controls…more

Arms Export Control Act, Cooperation, DOJ, Export Controls, FCPA

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The Life Sciences Report - Fall 2013

In this issue: - How to Expedite Examination of a Patent Application - The FDA Releases Final Guidance for Mobile Medical Applications - Creating Value in the Medtech Industry Using a Gender Lens -…more

Biotechnology, FDA, Life Sciences, Medical Devices, Mobile Apps

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The Effects of Brexit on the Unitary Patent and the Unified Patent Court

Voters in the United Kingdom have voted to leave the European Union (EU). The exit of the UK from the EU (the "Brexit") could result in a delay in the implementation of the Unitary Patent (UP) and the Unified Patent Court (UPC)…more

EU, European Patent Office, Popular, UK, UK Brexit

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The Entrepreneurs Report - Q3 2015

Unicorns and Other High-Valuation Deals - Over the last several years, the number of private companies with valuations in excess of $1 billion has skyrocketed, with daily reports of births of new “unicorns.” As the number…more

Business Valuations, Entrepreneurs, Equity Financing, Equity Investors, Venture Funding

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European Commission Proposes New Regime for Private Antitrust Damages Actions

On June 11, 2013, the European Commission published a proposal for a directive on private damages actions for breaches of EU competition law. If adopted, the directive will facilitate private damages actions in the national…more

Competition, Damages, EU, European Commission, Joint and Several Liability

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China Proposes Legislative Overhaul of Foreign Investment Regime

On January 19, 2015, the Ministry of Commerce (MOFCOM) of the People's Republic of China (PRC) published a draft bill of the Foreign Investment Law for public comment (the Draft FIL), revealing an upcoming overhaul of the…more

China, Foreign Investment, MOFCOM, Proposed Legislation

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Federal Court Blocks Implementation of New DOL Exemption Rules

At the proverbial eleventh hour, a federal court has blocked the implementation of the U.S. Department of Labor's (DOL's) new overtime exemption rules that were scheduled to go into effect on December 1, 2016. As detailed in our…more

DOL, Exempt-Employees, Final Rules, FLSA, Minimum Salary

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The PTAB Review - November 2016

New Testimonial Evidence with Preliminary Responses: Panacea or Placebo? Just over three years ago, during a keynote speech at the AIPLA annual meeting, the Patent Trial and Appeal Board (PTAB) was criticized as a patent…more

Biotechnology, Discovery, Evidence, Expert Testimony, Patent Trial and Appeal Board

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A Brexit Antitrust Primer

The decision by the United Kingdom (UK) to leave the European Union (EU) will have far-reaching consequences for companies doing business in the UK and elsewhere in Europe. Specific details of the UK's withdrawal agreement with…more

Antitrust Provisions, Article 50 Treaty of the EU, Cartels, Corporate Counsel, EU

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DOJ and FTC Put HR Executives on Notice That Anticompetitive Hiring and Compensation Practices May Be Subject to Criminal Prosecution

On October 20, 2016, the U.S. Department of Justice (DOJ) and the Federal Trade Commission (FTC) issued “Antitrust Guidance for Human Resources (HR) Professionals.” The jointly prepared guidance—directed at HR…more

Antitrust Provisions, Confidential Information, DOJ, Employee Solicitation, Enforcement Actions

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The Entrepreneurs Report - 1H 2016

Dual-Class Stock: A Founder Favorite Faces Growing Investor Disapproval - Earlier this year, the investment firm T. Rowe Price adopted new voting policies that penalize companies with dual-class stock structures. They join…more

Board of Directors, Business Valuations, CalPERS, Corporate Financing, Diversity

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USPTO Implements Post-Prosecution Pilot Program

On July 11, 2016, the United States Patent and Trademark Office (USPTO) published a notice detailing the initiation of the Post-Prosecution Pilot Program (P3). As implemented, the P3 provides an additional path forward for…more

Final Action, Patent Applications, USPTO, USPTO Pilot Program

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"Eye on Privacy" Newsletter - November 2013

In this issue: - California Amends CalOPPA to Require Do-Not-Track Disclosures - California’s Social Media “Eraser” Bill Becomes Law - California Extends Security Breach Notification Requirements to…more

Breach Notification Rule, CalOPPA, Data Breach, Data Protection, Disclosure Requirements

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FCC Orders Far-Reaching New Privacy and Data Security Rules

As expected, the Federal Communications Commission (FCC) has handed down sweeping new privacy and security rules for Internet service providers (ISPs). On Thursday, October 27, 2016, a sharply divided commission voted to enact…more

Breach Notification Rule, Broadband, Data Collection, Dispute Resolution, FCC

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Spotlight on Antitrust: Asia Edition

In this issue: - The U.S. DOJ Secures Two Extraditions of Foreign Nationals on Antitrust Charges: Who Is Next? - U.S. Circuit Courts Limit Reach of Sherman Act Against Asian Cartel - Mark Rosman, Partner at…more

Antitrust Conspiracies, Antitrust Litigation, Cartels, DOJ, Enforcement Actions

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The Life Sciences Report - Summer 2016

The Future of Innovation in Medtech: An Industry in Search of Growth While Facing Pressures to Consolidate in a Post-ACA World - In the Affordable Care Act (ACA) era, the healthcare industry has witnessed significant…more

Affordable Care Act, EHealth, Innovation, Life Sciences, Medical Devices

See All Updates »

Delaware Court of Chancery Issues Post-Trial Decision in Trados

On August 16, 2013, the Delaware Court of Chancery issued a much-anticipated post-trial decision in In Re Trados Incorporated Shareholder Litigation, holding that the sale of Trados to SDL was entirely fair to the Trados common…more

Fiduciary Duty

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The WSGR Data Advisor

In this issue: - Navigating Public Company Cybersecurity Obligations: Advising Boards and Disclosing to Investors - FTC Updates School-Related COPPA Guidance - Status Update on the EU Data Protection…more

Anti-Spam Legislation, Barack Obama, Board of Directors, Canada, COPPA

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Eye on Privacy Newsletter - March 2014

In this issue: - Kaiser Foundation Health Plan Settles California Attorney General Charges over Delayed Data Breach Notification - Status of the EU Regulation and the Safe Harbor Framework - FTC Steps Up…more

Affordable Care Act, Data Breach, Data Protection, EU, EU Data Protection Laws

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SEC Adopts Pay Ratio Disclosure Rules

August 20, 2015 On August 5, 2015, the Securities and Exchange Commission (SEC) adopted the final pay ratio disclosure rules to implement Section 953(b) of the Dodd-Frank Act. These rules, which will require proxy disclosure in…more

CEOs, Data Privacy, Disclosure Requirements, Executive Compensation, Median Employee

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SCOTUS: Human Genes Cannot Be Patented. Is This the End or Beginning of Genetic Research?

For a Legal Perspective on today's much-anticipated U.S. Supreme Court "Myriad" decision that naturally occuring substances are not patentable, we turned to IP attorneys writing on JD Supra..…more

AMP v Myriad, Biotechnology, DNA, Healthcare, Human Genes

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Federal Circuit Holds Claims to Cell Freezing Methods to Be Patent-Eligible

On July 5, 2016, the Federal Circuit held that claims reciting methods for cryopreserving hepatocytes in U.S. Patent No. 7,604,929 ("the '929 patent") are eligible for patenting. The decision vacated a lower court's holding that…more

Biotechnology, Claim Construction, Multi-Factor Test, Patent Litigation, Patent-Eligible Subject Matter

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DOJ Sues to Block Halliburton's Purchase of Competitor Baker Hughes

Nearly a year and a half after the deal was announced, on April 6, 2016, the U.S. Department of Justice (DOJ) challenged Halliburton's proposed $35 billion acquisition of rival oilfield services provider Baker Hughes. The DOJ…more

Antitrust Provisions, Baker Hughes, DOJ, Halliburton, Hostile Takeover

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Continuation of ZTE General License Until February 27, 2017

The U.S. Department of Commerce's Bureau of Industry and Security (BIS) is again extending the general license for exports, reexports (shipments from one foreign country to another foreign country), and in-country transfers of…more

BIS, Entity List, Export Administration Regulations, Export Controls, Exports

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U.S. Supreme Court Overturns Federal Circuit Standard for Indefiniteness in Patent Cases

In a unanimous decision yesterday, the U.S. Supreme Court overturned the Federal Circuit's standard for determining whether patent claims are indefinite under 35.U.S.C. § 112, ¶2 in Nautilus, Inc. v. Biosig Instruments, Inc. The…more

Claim Construction, Indefiniteness, Nautilus Inc. v. Biosig Instruments, Patent Infringement, Patent Litigation

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Recent Legislation Permanently Extends Important Tax Planning Opportunity for Investors in Small Businesses

Legislation signed by President Obama on December 18, 2015, makes permanent a U.S. federal income tax exclusion from gross income of 100 percent of the gain recognized by non-corporate taxpayers on the sale or exchange of…more

Capital Gains, Consolidated Appropriations Act, Corporate Taxes, Internal Revenue Code (IRC), Qualified Small Business Stock

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FCC Orders Far-Reaching New Privacy and Data Security Rules

As expected, the Federal Communications Commission (FCC) has handed down sweeping new privacy and security rules for Internet service providers (ISPs). On Thursday, October 27, 2016, a sharply divided commission voted to enact…more

Breach Notification Rule, Broadband, Data Collection, Dispute Resolution, FCC

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IRS Proposes Tax-Free Spin-Off Regulations Interpreting the "Device" and "Active Business" Tests and Addresses Recapitalizations into Control

On July 14, 2016, the U.S. Department of the Treasury issued proposed regulations under Section 355 of the Internal Revenue Code that would establish new guidelines under the so-called "device" and "active business" tests. The…more

Active Business Test, Alibaba, Control Test, Device Test, Internal Revenue Code (IRC)

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WSGR Persuades Second Circuit to Overturn $150 Million Judgment Against Chinese Vitamin C Manufacturers

On September 20, 2016, the U.S. Court of Appeals for the Second Circuit issued its decision in a closely watched dispute over the question of whether foreign companies may be held liable under U.S. antitrust law for price fixing…more

Abstention, Amicus Briefs, Anti-Competitive, Antitrust Litigation, Antitrust Violations

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FDA's Proposed Rules to Address Inaccurate Orange Book Use Codes May Shorten Approval Timelines for Select 505(b)(2) and Generic Drugs

Drug Approval and Patent Listing Process - Before being allowed to market a new drug1 in the U.S., branded drug manufacturers must submit a new drug application (NDA) to the U.S. Food and Drug Administration (FDA), and the…more

ANDA, FDA, Generic Drugs, Healthcare, Orange Book

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Delaware Supreme Court Issues Long-Awaited Decision in Rural/Metro Affirming Liability Against Financial Advisor

On November 30, 2015, the Delaware Supreme Court issued its long-anticipated opinion in the stockholder litigation over the sale of Rural/Metro Corporation (Rural). In a unanimous opinion, the court affirmed the Delaware Court…more

Aiding and Abetting, Breach of Duty, DE Supreme Court, Financial Adviser, Shareholder Litigation

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Federal Circuit Holds Claims to Cell Freezing Methods to Be Patent-Eligible

On July 5, 2016, the Federal Circuit held that claims reciting methods for cryopreserving hepatocytes in U.S. Patent No. 7,604,929 ("the '929 patent") are eligible for patenting. The decision vacated a lower court's holding that…more

Biotechnology, Claim Construction, Multi-Factor Test, Patent Litigation, Patent-Eligible Subject Matter

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New Clearinghouse to Protect Brand Owners against Domain Name Abuse Opens March 26

In connection with the anticipated launch of new domain name extensions as early as April 2013, brand owners soon will have new procedural protections at their disposal. Beginning on March 26, brand owners can begin submitting…more

Brand, gTLD, ICANN, Trademark Clearinghouse, Trademarks

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Department of Justice's Antitrust Division Brings First E-Commerce Prosecution

Marking a foray into e-commerce, the United States Department of Justice (DOJ) recently announced its first antitrust prosecution for price fixing in online marketplaces. On April 6, 2015, the DOJ announced that it has entered…more

Algorithms, Amazon, Antitrust Litigation, DOJ, E-Commerce

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Delaware Supreme Court Issues Long-Awaited Decision in Rural/Metro Affirming Liability Against Financial Advisor

On November 30, 2015, the Delaware Supreme Court issued its long-anticipated opinion in the stockholder litigation over the sale of Rural/Metro Corporation (Rural). In a unanimous opinion, the court affirmed the Delaware Court…more

Aiding and Abetting, Breach of Duty, DE Supreme Court, Financial Adviser, Shareholder Litigation

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President Obama Signs Federal Trade Secrets Act into Law

On May 11, 2016, President Obama signed the Defend Trade Secrets Act of 2016 (DTSA) into law, amending the Economic Espionage Act to create a new federal civil cause of action for trade secret misappropriation. The new federal…more

Asset Seizure, Defend Trade Secrets Act (DTSA), Ex Parte, Misappropriation, Private Right of Action

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SEC Announces Enforcement Initiative for Delinquent Securities Holding and Trading Reporting by Corporate Insiders and Public Companies

On September 10, 2014, the Securities and Exchange Commission (SEC) announced charges against 13 officers or directors and 15 major shareholders of publicly traded companies for violating Section 16(a), Section 13(d), and/or…more

Corporate Officers, Directors, Enforcement Actions, Insider Trading, Publicly-Traded Companies

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The WSGR Data Advisor - February 2016

With a new year come exciting new developments in the world of privacy and data protection. We are thrilled to announce the launch of the digital version of The WSGR Data Advisor. Please visit our site for the latest news and an…more

Cybersecurity, Deferred Prosecution Agreements, EU, EU-US Privacy Shield, FCC

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FTC Announces Settlements for Allegedly False Safe Harbor Compliance Claims

The Federal Trade Commission (FTC) recently announced settlements with 12 U.S. companies over allegations that the companies falsely claimed they held current certifications for the U.S.-EU Safe Harbor Privacy Framework. The FTC…more

Compliance, FTC, Safe Harbors

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SEC Proposes Pay-Versus-Performance Disclosure Rules

The Securities and Exchange Commission (SEC) recently issued its long-awaited proposal for "pay-versus-performance" disclosure. The proposed rules would implement the requirements of Section 953(a) of the Dodd-Frank Wall Street…more

Disclosure Requirements, Dodd-Frank, Executive Compensation, Pay-for-Performance, Proposed Legislation

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Federal Court Blocks Implementation of New DOL Exemption Rules

At the proverbial eleventh hour, a federal court has blocked the implementation of the U.S. Department of Labor's (DOL's) new overtime exemption rules that were scheduled to go into effect on December 1, 2016. As detailed in our…more

DOL, Exempt-Employees, Final Rules, FLSA, Minimum Salary

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Court Rejects Broad Definition of ‘Autodialer’ Under TCPA

The United States District Court for the Southern District of Florida recently addressed a critical threshold issue in cases brought under the Telephone Consumer Protection Act arising out of text messages or calls to…more

ATDS, Class Action, FCC, TCPA

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"Eye on Privacy" Newsletter - September 2013

In this issue: - Digital Advertising Alliance Releases Guidance on the Application of Its Self-Regulatory Principles to the Mobile Environment - TCPA Update: Recent Decisions and Significant Upcoming Change to…more

CalOPPA, Data Brokers, FCRA, FTC, Mobile Apps

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Fifth Circuit Affirms Dismissal of Stockholder Complaint as Derivative Following Merger

On August 12, 2013, the U.S. Court of Appeals for the Fifth Circuit affirmed the dismissal of a lawsuit contending that alleged controlling stockholders of Ascension Orthopedics, Inc. had expropriated voting and economic control…more

Derivative Suit, Dismissals, Mergers, Shareholder Litigation

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SEC Sanctions Private Fund Adviser for Acting as an Unregistered Broker

Investment advisers to private funds should be aware that their activities with respect to acquiring and disposing of interests in portfolio companies on behalf of the funds they manage could raise the suspicions of the…more

Broker-Dealer, Cease and Desist, Investment Advisers Act of 1940, SEC, Securities Exchange Act

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China Proposes Legislative Overhaul of Foreign Investment Regime

On January 19, 2015, the Ministry of Commerce (MOFCOM) of the People's Republic of China (PRC) published a draft bill of the Foreign Investment Law for public comment (the Draft FIL), revealing an upcoming overhaul of the…more

China, Foreign Investment, MOFCOM, Proposed Legislation

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China Proposes Legislative Overhaul of Foreign Investment Regime

On January 19, 2015, the Ministry of Commerce (MOFCOM) of the People's Republic of China (PRC) published a draft bill of the Foreign Investment Law for public comment (the Draft FIL), revealing an upcoming overhaul of the…more

China, Foreign Investment, MOFCOM, Proposed Legislation

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FCC Chairman Circulates Proposed Rulings on "Autodialer," "Recycled Numbers," and Other TCPA Issues

On May 27, 2015, Federal Communications Commission (FCC) Chairman Tom Wheeler announced in a posting on the official FCC blog that he has circulated a proposal to his fellow commissioners that will address numerous issues under…more

ATDS, Corporate Counsel, Data Collection, FCC, Robocalling

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The Mergers & Acquisitions Review: Chapter 4: U.S. Antitrust

US COMPETITION OVERVIEW - As President Obama nears the midpoint of his second term, merger activity suffered a slight year-over-year dip but has still recovered moderately from the first years of the global economic…more

Antitrust Division, Antitrust Investigations, Cross-Border Transactions, DOJ, Enforcement Actions

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White House Issues Call to Action Urging States to Curb Employers' Use of Non-Compete Agreements

The White House has entered the fray regarding employer use of non-compete agreements. While the Obama administration's recently issued "State Call to Action on Non-Compete Agreements" does not change current law applicable to…more

Defend Trade Secrets Act (DTSA), Donald Trump, Employment Contract, Human Resources Professionals, Non-Compete Agreements

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SEC Adopts Pay Ratio Disclosure Rules

August 20, 2015 On August 5, 2015, the Securities and Exchange Commission (SEC) adopted the final pay ratio disclosure rules to implement Section 953(b) of the Dodd-Frank Act. These rules, which will require proxy disclosure in…more

CEOs, Data Privacy, Disclosure Requirements, Executive Compensation, Median Employee

See All Updates »

SEC Adopts Pay Ratio Disclosure Rules

August 20, 2015 On August 5, 2015, the Securities and Exchange Commission (SEC) adopted the final pay ratio disclosure rules to implement Section 953(b) of the Dodd-Frank Act. These rules, which will require proxy disclosure in…more

CEOs, Data Privacy, Disclosure Requirements, Executive Compensation, Median Employee

See All Updates »

The PTAB Review - November 2016

New Testimonial Evidence with Preliminary Responses: Panacea or Placebo? Just over three years ago, during a keynote speech at the AIPLA annual meeting, the Patent Trial and Appeal Board (PTAB) was criticized as a patent…more

Biotechnology, Discovery, Evidence, Expert Testimony, Patent Trial and Appeal Board

See All Updates »

Federal Court Blocks Implementation of New DOL Exemption Rules

At the proverbial eleventh hour, a federal court has blocked the implementation of the U.S. Department of Labor's (DOL's) new overtime exemption rules that were scheduled to go into effect on December 1, 2016. As detailed in our…more

DOL, Exempt-Employees, Final Rules, FLSA, Minimum Salary

See All Updates »

SEC Proposes Rule Requiring Disclosure of Hedging Policies for Directors, Officers, and Other Employees

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule related to the disclosure of hedging policies applicable to board members, officers, and other employees. The proposed rule would…more

See All Updates »

SEC Issues Proposed Clawback Rules

On July 1, 2015, the Securities and Exchange Commission (SEC) issued proposed rules that would require publicly listed companies to recover (or "clawback") excess incentive-based compensation from current and former executives…more

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The Life Sciences Report - Winter 2016

Ten Considerations for Companies Evaluating a Pre-Negotiated Acquisition - In recent years, there has been a shift in the research and development strategy of large pharmaceutical and medical device companies from internal…more

Acquisition Agreements, Contract Negotiations, Life Sciences, Pharmaceutical Patents, Venture Capital

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DOJ and FTC Put HR Executives on Notice That Anticompetitive Hiring and Compensation Practices May Be Subject to Criminal Prosecution

On October 20, 2016, the U.S. Department of Justice (DOJ) and the Federal Trade Commission (FTC) issued “Antitrust Guidance for Human Resources (HR) Professionals.” The jointly prepared guidance—directed at HR…more

Antitrust Provisions, Confidential Information, DOJ, Employee Solicitation, Enforcement Actions

See All Updates »

Southern California Edison Launches RFO for Distributed Generation in Orange County

On November 20, 2014, Southern California Edison (SCE) launched its Renewable Distributed Generation Preferred Resources Pilot (PRP RFO) for Eligible Renewable Resources (ERRs) in central Orange County. The PRP RFO will be used…more

Electric Generation Suppliers, Private Utility, Renewable Energy, Southern California Edison

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DOJ Publishes Guidance Concerning Voluntary Disclosure of Willful Export Controls and Sanctions Violations

The National Security Division (NSD) of the U.S. Department of Justice (DOJ) recently issued guidance documenting its policy regarding the voluntary self-disclosure (VSD) of potentially criminal violations of the export controls…more

Arms Export Control Act, Cooperation, DOJ, Export Controls, FCPA

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Supreme Court Limits the Reach of Induced Patent Infringement

On June 2, 2014, the U.S. Supreme Court ruled in a unanimous decision that an entity cannot be liable for inducing patent infringement of a method claim where two or more entities perform the required steps of the claim. The…more

Akamai Technologies, Induced Infringement, Limelight, Limelight Networks, Patent Infringement

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DOJ Announces FCPA Enforcement Pilot Program

The U.S. Department of Justice (DOJ) recently announced a one-year enforcement pilot program intended to encourage companies to voluntarily self-report misconduct under the Foreign Corrupt Practices Act (FCPA). Building on the…more

Cooperation, DOJ, FCPA, Federal Pilot Programs, Voluntary Disclosure

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Federal Circuit Amgen Case Clarifies Important Aspects of the Biologics Price Competition and Innovation Act

On July 21, 2015, the U.S. Court of Appeals for the Federal Circuit issued its holding in Amgen Inc. v. Sandoz Inc., 2015-1499 (Fed. Cir. 2015). The Federal Circuit's decision is the latest development in the long-running battle…more

Appeals, Biosimilars, BPCIA, Commercial Marketing, Counterclaims

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The Entrepreneurs Report - 1H 2016

Dual-Class Stock: A Founder Favorite Faces Growing Investor Disapproval - Earlier this year, the investment firm T. Rowe Price adopted new voting policies that penalize companies with dual-class stock structures. They join…more

Board of Directors, Business Valuations, CalPERS, Corporate Financing, Diversity

See All Updates »

Supreme Court Provides Guidance on Discretionary Fee-Shifting in Copyright Cases

On June 16, 2016, the U.S. Supreme Court clarified how courts should exercise their discretion to award attorneys' fees to the prevailing party in copyright cases. The Court unanimously held that courts should give "substantial…more

Attorney's Fees, Copyright Infringement, Fee Awards, Fee-Shifting, First Sale Doctrine

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HSR Suit Between DOJ and ValueAct Offers Potential to Clarify "Investment-Only" Exemption

On April 4, 2016, the U.S. Department of Justice (DOJ) announced that it had filed a civil antitrust complaint against investment fund ValueAct Capital, alleging that ValueAct improperly relied upon the "investment-only"…more

Antitrust Litigation, Baker Hughes, DOJ, Halliburton, Hart-Scott-Rodino Act

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FDA's Proposed Rules to Address Inaccurate Orange Book Use Codes May Shorten Approval Timelines for Select 505(b)(2) and Generic Drugs

Drug Approval and Patent Listing Process - Before being allowed to market a new drug1 in the U.S., branded drug manufacturers must submit a new drug application (NDA) to the U.S. Food and Drug Administration (FDA), and the…more

ANDA, FDA, Generic Drugs, Healthcare, Orange Book

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USPTO Announces Second Round of AIA Rule Changes

On August 19, 2015, the U.S. Patent and Trademark Office (USPTO) announced another set of proposed changes to the rules governing Patent Trial and Appeal Board (PTAB) trial proceedings under the America Invents Act (AIA)…more

Amended Complaints, America Invents Act, Claim Construction, Covered Business Method Proceedings, Inter Partes Review (IPR) Proceeding

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Eye on Privacy - January 2014

In this issue: - FTC Settlement with Flashlight App Requires Extensive Disclosures Outside of the Privacy Policy to Collect and Share Geolocation Information - GAO and Senate Commerce Committee Release Studies…more

Apple, Class Action, Cramming, Data Brokers, Data Collection

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Rejection of Gilead Patent Raises Issues for Companies Seeking Pharmaceutical Patent Protection in China

Chinese patent prosecution recently made worldwide headlines when the press announced that the Chinese Patent Office (SIPO) rejected a Gilead Sovaldi prodrug patent. Sovaldi (sofosbuvir) is a breakthrough drug used to treat…more

China, Gilead Sciences, Patent Prosecution, Patents, Pharmaceutical Industry

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Seventh Circuit Decrees That Package Size Alone Is Not Enough for a Robinson-Patman Claim

On August 12, 2016, the U.S. Court of Appeals for the Seventh Circuit issued an opinion in Woodman's Farm Market, Inc. v. The Clorox Co., No. 15-3001 (7th Cir. August 12, 2016), in which it held that a plaintiff cannot state a…more

Bulk Purchasing, Clorox, FTC, Manufacturers, Price Discrimination

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U.S. Court of Appeals for the Fourth Circuit Affirms Grant of Summary Judgment Dismissing "Per Se" Antitrust Tying Claims Against Live Nation

On February 4, 2016, the U.S. Court of Appeals for the Fourth Circuit affirmed a grant of summary judgment dismissing "per se" antitrust tying claims brought by a local concert promoter (It's My Party, or IMP) against its larger…more

Antitrust Litigation, Corporate Counsel, Entertainment Industry, Sherman Act, Summary Judgment

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U.S. Supreme Court Overturns Federal Circuit Standard for Indefiniteness in Patent Cases

In a unanimous decision yesterday, the U.S. Supreme Court overturned the Federal Circuit's standard for determining whether patent claims are indefinite under 35.U.S.C. § 112, ¶2 in Nautilus, Inc. v. Biosig Instruments, Inc. The…more

Claim Construction, Indefiniteness, Nautilus Inc. v. Biosig Instruments, Patent Infringement, Patent Litigation

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Rejection of Gilead Patent Raises Issues for Companies Seeking Pharmaceutical Patent Protection in China

Chinese patent prosecution recently made worldwide headlines when the press announced that the Chinese Patent Office (SIPO) rejected a Gilead Sovaldi prodrug patent. Sovaldi (sofosbuvir) is a breakthrough drug used to treat…more

China, Gilead Sciences, Patent Prosecution, Patents, Pharmaceutical Industry

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Rejection of Gilead Patent Raises Issues for Companies Seeking Pharmaceutical Patent Protection in China

Chinese patent prosecution recently made worldwide headlines when the press announced that the Chinese Patent Office (SIPO) rejected a Gilead Sovaldi prodrug patent. Sovaldi (sofosbuvir) is a breakthrough drug used to treat…more

China, Gilead Sciences, Patent Prosecution, Patents, Pharmaceutical Industry

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China Proposes Legislative Overhaul of Foreign Investment Regime

On January 19, 2015, the Ministry of Commerce (MOFCOM) of the People's Republic of China (PRC) published a draft bill of the Foreign Investment Law for public comment (the Draft FIL), revealing an upcoming overhaul of the…more

China, Foreign Investment, MOFCOM, Proposed Legislation

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IRS Publishes Safe Harbor for Monetizing Certain Tax Credits

Following Historic Boardwalk Hall LLC v. Commissioner, 694 F.3d 425 (3d Cir. 2012), which rejected a partnership's allocation of rehabilitation tax credits to a purported partner, the Internal Revenue Service (IRS) recently…more

Exempt Organizations, Historical Landmarks, Investors, IRS, Partnerships

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Contact

650 Page Mill Road
Palo Alto, California 94304-1050, United States

  • 650-493-9300
  • 650-493-6811

Areas of Practice
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Art, Entertainment, & Sports Law
  • Business Organizations
  • Business Torts
  • Class Action
  • Commercial Law & Contracts
  • Communications & Media Law
  • Criminal Law
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Government
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Privacy
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Zoning, Planning & Land Use
See more
Locations
Other U.S. Locations
  • California
  • D.C.
  • New York
  • Texas
  • Washington
Other Countries
  • China
  • Hong Kong
Number of Attorneys

400+ Attorneys

This profile may constitute attorney advertising. Prior results do not guarantee a similar outcome. Any correspondence with this profile holder does not constitute a client/attorney relationship. Neither the content on this profile nor transmissions between you and the profile holder through this profile are intended to provide legal or other advice or to create an attorney-client relationship.

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