News & Analysis as of

Disclosure

CFPB Unveils Prototype Model Forms for Overdraft

by MoFo Reenforcement on

On August 4, 2017, the Consumer Financial Protection Bureau (CFPB) released four “prototype” model overdraft disclosure forms styled under its “Know Before You Owe” initiatives with a press release. The CFPB said the forms...more

Conflicting Court Decisions on Privilege Issues Create Risks for Parties in M&A

by Stinson Leonard Street on

A recent court decision exemplifies the challenges that businesses face in attempting to predict the law that will control privilege questions. The court decided that the law of the state where the court is located governs...more

As Trump Declares “We Are Out” of the Paris Accord, Investors Demand More Climate Change Risk Disclosure from Within

by Sedgwick LLP on

Investors from around the world have spoken. For the first time in history, they have publicly demanded more transparent and complete corporate financial risk disclosures related to climate change. While climate change risk...more

In Lease Case, Maryland's Highest Court Brings State Law in Line With FOIA

by Ballard Spahr LLP on

Confidentiality is important for landlords and tenants in commercial lease transactions. For that reason, a recent Maryland Court of Appeals decision should be kept in mind when leases and other documents are submitted to...more

FINRA Notice To Members; Enhanced Confirmation Disclosures

by Fox Rothschild LLP on

FINRA has recently issued a notice to members regarding to the enhancement of confirmation disclosures. ...more

Blog: Monetizing an Earn-Out – Does That Make It a “Security?”

by Cooley LLP on

In life sciences/medical technology transactions, buyers and sellers often use milestone-based and sometimes royalty-based contingent consideration to compensate sellers for assets that are in various stages of development...more

Third party access to without prejudice communications

by Allen & Overy LLP on

Without prejudice communications should be disclosed to a third party because two exceptions to the without prejudice rule applied (the “concluded settlement agreement” and “reasonableness of mitigation” exceptions). Previous...more

Be Careful What and Who You Tell: Limitations on Defense Counsel Reporting

by Dickinson Wright on

Almost 40 years ago the Arizona Supreme Court issued an opinion which has had a far-reaching impact on how insurance defense counsel report to the defending carrier....more

‘Trust Me, You'll Love It': Caveat Emptor in Real Estate Transactions

by Faegre Baker Daniels on

Many people are familiar with the phrase “buyer beware,” or its Latin version, “caveat emptor.” In the sale of real estate, caveat emptor means that (absent contract language or terms to the contrary) a buyer purchases the...more

12 months' imprisonment for breach of disclosure order

by DLA Piper on

On 17 May 2017, the English Court handed down a 12 month prison sentence against an individual, Mrs Sandhu, for repeated breach of a disclosure order in Kimyani v Sandhu [2017] EWHC 1302 (Ch)....more

Supreme Court overturns the Federal Circuit, granting more flexibility to biosimilar makers

by Thompson Coburn LLP on

In a unanimous opinion, the United States Supreme Court again reversed the Federal Circuit in Sandoz Inc. v. Amgen Inc., interpreting the meaning of key provisions of the Biologics Price Competition and Innovation Act of...more

PCAOB's New Auditor Report Standard for US Public Companies: Increasing Transparency or Chilling Productive Discussion?

by Dechert LLP on

The Public Company Accounting Oversight Board (PCAOB) adopted a new auditor reporting standard on June 1, 2017. If approved by the U.S. Securities and Exchange Commission (SEC), the new standard would impose additional...more

Accounting Oversight Board Adopts New Model for Auditor Reports

On June 1, 2017, the Public Company Accounting Oversight Board (PCAOB) adopted changes to its rules governing the content and organization of auditor reports required to accompany audited financial statements in filings made...more

Trade Secrets May Retain Protections Despite Disclosure to Single Competitor

by Seyfarth Shaw LLP on

The Ninth Circuit recently held in United States v. Liew that it was not plain error for the district court not to instruct the jury that disclosure “‘to even a single recipient who is not legally bound to maintain [a trade...more

Exxon Mobil Shareholders Push for Climate Policy Risk Disclosure

A new trend is emerging among the country’s most influential fossil fuel investors: a demand for climate change accountability and progress towards a low-carbon economy. On May 31, 2017, a vote among Exxon Mobil’s...more

SEC Takes Action: Results of Under-Disclosing Executive Perks

by King & Spalding on

The Securities Exchange Commission (SEC) investigation of and the action taken against MDC Partners Inc. (“MDC”) and its former Chief Executive Officer, Miles S. Nadal (“Nadal”), underscore the importance of proper disclosure...more

Compliance into the Weeds-Episode 39, Disclosure of Ransomware Attacks

by Thomas Fox on

In this episode Matt Kelly and I take a deep dive into the question of whether a company has a duty to disclose ransomware attacks. We consider it from the regulatory, legal, ethical, law enforcement, business, PR and some...more

Navigating the Currents – Legal Privilege Under English Law

On 8 May 2017 the High Court in London applied a strict approach to litigation privilege in the context of self-reporting investigations. It is the first case in which a court has considered whether litigation privilege is...more

DC Circuit Considers Scope of FOIA Exemption 9

Federal government records, including business records submitted to the government, are subject to disclosure under the federal Freedom of Information Act (FOIA). However, FOIA exempts nine categories of government records...more

Pooley’s Corner: When Taking Trade Secrets Becomes a Crime

In the recent lawsuit filed against Uber by Waymo for hiring the head of its driverless car project, what would have been a normal discovery dispute over access to a report suddenly became a lot more complicated when the...more

Permissible Disclosures Under the Stored Communications Act

by Revision Legal on

The Stored Communications Act, which is codified at 18 USC 121, sections 2701-2712, is federal law that governs the conduct of electronic communication service providers and the voluntary and compelled disclosure of the...more

"Preserving Attorney-Client Privilege, Work-Product Protection During Internal Investigations"

When companies conduct investigations that remain strictly internal, maintaining confidentiality is straightforward. But many investigations are conducted in cooperation with U.S. government regulators, who expect companies...more

"DOJ and SEC Cooperation Policies"

Whereas the privilege and work-product doctrine generally require confidentiality, cooperation with the government often necessitates disclosure. The Department of Justice (DOJ) and Securities and Exchange Commission (SEC)...more

Effect of the MIFID II Research Regime on US Investment Managers

by Morgan Lewis on

The MiFID II regime will have significant ramifications for US investment managers and their use of client commissions to obtain research—especially as cross-border impacts have yet to be addressed by global regulators....more

What’s New in Washington: 10 Things You Need to Know

Congress entered into its spring recess on April 7 having delivered regulatory reforms to President Trump’s desk. In the first 75 days of the Trump administration, legislators approved 13 Congressional Review Act resolutions,...more

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Cybersecurity

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