Due Diligence

News & Analysis as of

Third Circuit Adopts Constructive Knowledge Standard To Reverse Vacatur Of Award

The Third Circuit reversed an order vacating an arbitration award after concluding that the plaintiff had waived its right of waiver. In the decision, the Third Circuit joined the First, Second, Eighth, and Ninth Circuits in...more

SB 107 Brings Significant Changes to Redevelopment Dissolution Law

New Law Includes Dec. 31 Deadline for Agencies with Outstanding Payments Due under a Due Diligence Review - After several attempts, the California Department of Finance successfully pushed forward new legislation to...more

School Districts to Undergo Cybersecurity Audit

Missouri Auditor Nicole Galloway recently announced plans to conduct cybersecurity audits of five school districts. Coinciding with National Cybersecurity Awareness Month, the audits are intended to reveal how school...more

SEC’s Conflict Minerals Rule Still Unconstitutional, Says D.C. Circuit

On August 18, 2015, the United States Court of Appeals for the District of Columbia Circuit reaffirmed that both Section 1502 of the Dodd-Frank Act and its implementing Conflict Minerals Rule issued by the SEC violate the...more

FDA Releases First Wholesaler and 3PL Facility Licensure Data to the Public

Last week FDA took another important step in implementing the complex and interlocking provisions of the Drug Supply Chain Security Act (DSCSA). We have previously discussed the new Federal drug traceability requirements and...more

Delaware Domicile

The appropriate legal domicile for the company’s organization and filings. In almost every case, Delaware is the appropriate choice. Despite media insinuations, Delaware is not a tax haven. State income taxes are levied on...more

Using the Internet to Raise Money: Securities Laws and Crowdfunding

There are many services available to emerging companies to raise money through crowdfunding. As an entrepreneur or leader of a company evaluating these options, it is important to understand the basic legal foundations of...more

Is Your HIPAA Compliance Program Ready for the FTC?

Everyone in healthcare knows that the next round of HIPAA audits is coming. Covered entities and business associates have long been advised to review and update their HIPAA security risk analyses, have business associate...more

Wrongful Trading: Robin Hood’s not-so Merry Men

Brooks and another v Armstrong and another [2015] EWHC 2289 (Ch) 0 - In a rare judgment considering wrongful trading in detail, the memorably-named “Robin Hood” case considers at which point the directors ought to have...more

Scottish Authorities Settle First Corporate Criminal Offence Under the Bribery Act

On 25 September 2015, prosecutors in Scotland announced the first application of the corporate offence of failing to prevent bribery under section 7 of the Bribery Act 2010. Due to self-reporting and extensive cooperation...more

Some Useful Insights from Steris-Synergy Merger Case

The Federal Trade Commission suffered a rare loss when, on Sept. 24, the U.S. District Court for the Northern District of Ohio denied its request for a preliminary injunction, despite having accepted the FTC’s “actual...more

New EU Securitisation Regulation: Moving in the Right Direction

The European Commission published a draft regulation on a European framework for simple, transparent and standardised securitisation on 30 September 2015 (the “Draft Regulation”). The Draft Regulation aims to achieve a better...more

The Modern Slavery Act 2015

The UK’s Modern Slavery Act is an effort by the government to end all forms of labour exploitation. The UK’s Modern Slavery Act 2015 aims to prevent all forms of labour exploitation and increase transparency of labour...more

[Webinar] Tax Planning for Investments Into Brazil - Oct. 14th, 12:00pm ET

Please join us on Wednesday, October 14th at 12:00pm EST for an in-depth joint presentation by tax attorneys, Jeffrey Rubinger of Bilzin Sumberg and Fernando Martins of WFaria Advogados on the cross-border tax considerations...more

Delaware's One-Two Punch to M&A Litigation Disrupts the Cozy Status Quo of M&A Deal Settlements

Over the summer, Delaware in two separate and impactful decisions hit out at many, if not most, shareholder litigation suits challenging public company M&A suits. The result: uncertainty ahead. The customary rhythm in an...more

US–EU Safe Harbor – Struck Down!

1. CJEU finds Safe Harbor Invalid - In a landmark ruling delivered today, Europe's highest court, the Court of Justice of the European Union (CJEU) declared that the EU Commission's US - EU Safe Harbour regime is...more

SEC Approves Rule to Regulate Debt Research Reports and Debt Research Analysts

Background - Eight years in the making, the US Securities and Exchange Commission (SEC) has finally approved the Financial Industry Regulatory Authority’s (FINRA's) proposed Rule 2242 (the Rule or Rule 2242), which will...more

In re Steed (Fed. Cir. 2015) - Swearing Behind Reference Still Requires Proof of (Timely Filed) Evidence

Thomas Steed, Sourav Bhattacharya, and Sandeep Seshadrijois (collectively "Steed") filed a patent application entitled "Web-Integrated On-Line Financial Database System and Method for Debt Recovery," on April 6, 2004, with...more

Basic Tax Issues in Mergers and Acquisitions

Mergers and acquisitions ("M&A") are complex, multilayered transactions with multiple moving parts and a healthy dose of negotiation. There are, however, common tax implications at play in most transactions of which...more

SEC Charges EB-5 Brokers For Not Registering

Multiple firms involved in the solicitation of investment capital for the Immigrant Investor Program (also known as "EB-5") have recently been charged by the SEC with acting as unregistered brokers. Neither In re Ireeco, LLC,...more

SEC Announces Second Wave of MCDC Enforcement Actions

The Securities and Exchange Commission (SEC) this week announced enforcement actions under its Municipalities Continuing Disclosure Cooperation (MCDC) Initiative, targeting 22 municipal bond underwriting firms for alleged due...more

Securitisation: Keeping it Simple?

On 30 September 2015, the European Commission (the “Commission”) published a proposal for a regulation (the “Proposed Regulation”)1 intended to harmonise existing EU laws applying to securitisations (including proposed...more

Third Circuit Applies Constructive Knowledge Standard And Finds Waiver Of Arbitration Panel Challenge

The U.S. Court of Appeals for the Third Circuit has found that post-award objections to an arbitrator were waived because the party had constructive knowledge of the arbitrator’s insufficient disclosure. The court held that a...more

Buyers Must Soon Comply With New Environmental Due Diligence Standard

Purchasers of commercial real estate must meet a new standard to qualify for liability protection under the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and analogous state laws. Since...more

Third Circuit Adopts "Constructive Knowledge" Standard for Post-Award Attempts to Disqualify Arbitrators

In a recent opinion addressing an issue of first impression for the court, the United States Court of Appeals for the Third Circuit held that a “constructive knowledge” standard applies to post-award challenges to an...more

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