On Dec. 19, 2023, the Federal Energy Regulatory Commission (FERC) issued a Notice of Inquiry (NOI) seeking comments on whether it should revise its policy on providing blanket authorizations under Section 203(a)(2) of the...more
The Federal Energy Regulatory Commission ("Commission" or "FERC"), sustaining a previous order, holds that the appointment of a non-independent director by an investor to a utility's board creates a per se affiliate...more
In Hollywood Firefighters’ Pension Fund v. Malone Inc., C.A. No. 2020-0880-SG (Del. Ch. Nov. 18, 2021), the Delaware Court of Chancery awarded a US$9.35 million mootness fee on the ground that a preliminary injunction...more
Delaware Court of Chancery Dismisses Stockholder Derivative Suit for Failure to Allege Demand Futility; Connecticut Jury Finds for Defendant in Crypto Currency Fraud Case; Northern District of Illinois Allows Claims...more
In Flannery v. Genomic Health, Inc., et al. (C.A. No. 2020-0492-JRS (Del. Ch. Aug. 16, 2021)), the Delaware Chancery Court made three key holdings regarding a merger involving mixed consideration of 58 percent stock and 42...more
The US Court of Appeals for the Second Circuit affirmed a summary judgment grant, ruling that an author was an independent contractor when writing the screenplay for a horror film and entitled to authorship rights, and...more
Suzanne Flannery v. Genomic Health, Inc. et al is a case about the acquisition of Genomic Health, Inc. (“Genomic” or the “Company”) by Exact Sciences Corp. (“Exact”) pursuant to a Merger Agreement....more
“Naked short selling” is often claimed by struggling public companies to be the source of their woes. But there have been relatively few cases addressing naked short selling. Recently, however, on May 19, 2021, the SEC...more
On December 2, 2020, FERC clarified that when an entity with passive equity holdings in a company later wants to assume operational responsibilities over the company, the entity must obtain authorization under Federal Power...more
Section 230(c) of the Communications Decency Act, which has been around for more than 20 years, gives online platform providers and others protection from claims that information posted on their sites by third parties...more
In PWP Xerion Holdings III LLC v Red Leaf Resources, Inc. discussed disputed consent rights in connection with a joint venture. In so doing, Vice Chancellor Laster had to consider the meaning of the word “affiliate.”...more
On June 21, 2019, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery issued an opinion addressing a number of significant issues relating to the proper conduct of an M&A process. In denying all...more
On Feb. 21, 2019, the Federal Energy Regulation Commission (FERC) issued a final rule revising its regulations governing public utility mergers or consolidations. The primary effect of this rule is to set a $10 million...more
Rule 203(b)(1), South Carolina Appellate Court Rules (SCACR), requires notice of appeal be served within thirty days after receiving written notice of entry of an order or judgment. While the notice of appeal must be served...more
Deregulation was a major theme during the first year of the Trump administration, with President Donald Trump calling on agencies to strike two regulations for each one they added. Many have taken up this call for regulatory...more
Musical scores incorporated into films are usually produced with the specific film in mind. In the U.S., we call such works “works made for hire,” meaning that the artist does not retain authorship rights to the music....more
The Internal Revenue Service (IRS) and the Federal Energy Regulatory Commission (FERC) have recently taken different approaches to issues raised by tax equity investors that have invested specifically in renewable energy...more
Federal Energy Regulatory Commission (“FERC”) has issued a declaratory order confirming that no approval under Section 203 of the Federal Power Act (“FPA”) is required in connection with the transfer or issuance of passive...more
On October 4, 2017, in a decision with significant implications for the energy project finance community, the Federal Energy Regulatory Commission (FERC or the “Commission”) granted a petition for declaratory order filed by...more
On October 4, 2017, the Federal Energy Regulatory Commission (FERC) continued to clear its case backlog and issued a declaratory order that draws a road map clarifying that certain tax equity investments in FERC-regulated...more
Agency clarifies that Section 203 approval is not required for tax equity investments with specified, limited veto and consent rights....more
On September 27, 2017, Sens. James M. Inhofe (R-OK) and Martin T. Heinrich (D-NM) introduced S. 1860, the Parity Across Reviews Act (“PARs Act”), which, if enacted, would add a $10 million value threshold to the requirement...more
On August 28, 2017, the Federal Energy Regulatory Commission (FERC or the “Commission”) approved a Stipulation and Consent Agreement between FERC’s Office of Enforcement (OE) and American Transmission Company, LLC (ATC) to...more
On July 27, 2017, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) announced the civil settlement with CSE TransTel Pte. Ltd. (“TransTel”) and CSE Global Limited (“CSE Global”) in the amount of...more
On November 28, 2016, the Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”) (together, the “Agencies”) submitted comments on the Federal Energy Regulatory Commission’s (the “Commission” or “FERC”)...more