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Watch Out For Minority Shareholder Oppression Claims After Admitting Non-Family Shareholders To The Family-Owned Business
Controlling shareholders and managers of family-owned businesses often direct the use of company funds and other resources to provide employment and other benefits to non-shareholder family members. In a business that is wholly-owned… more
Model tenancy agreement for Scottish private residential sector published
On 18 October the Scottish Government published a model tenancy agreement for the new Scottish private sector residential tenancy regime, which comes into effect (under the Private Housing (Tenancies) (Scotland) Act 2016) on 1 December… more
Pennsylvania Fails to Timely Reissue General Permit for Stormwater Discharges Associated with Construction Activities – After December 7, 2017, Individual NPDES Permits Will Be Required For New Projects
After December 7, 2017, new Pennsylvania land development projects that disturb in total over an acre of land will require an individual National Pollutant Discharge Elimination System (“NPDES’) permit. Although the Pennsylvania… more
Federal Circuit Says "Teaching Away" Must Cover the Entire Claim Scope
In reversing the Patent Trial and Appeal Board (PTAB), the Federal Circuit recently held that certain claims of a patent granted to Fast Felt Corp. covering methods for applying nail tabs on roofing and building material were invalid… more
CyberGRX Closes $20M Series B Funding to Accelerate Growth of World’s First Third-Party Cyber Risk Exchange
CyberGRX, the provider of the most comprehensive third-party cyber risk management platform, today announced that it has raised $20 million in Series B funding led by Bessemer Venture Partners (BVP). CyberGRX’s existing investors also… more
Staying The Course In A Mississippi Drug Case
Defense hacks. Homers. Biased. These are just a few of the labels we have applied to the authors of this Blog. While we recognize our leanings and strive to offer something more than just cheering a decision for the defense and jeering… more
Under New Jersey’s New Child Relocation Standard, Best Interests is King
In a much anticipated decision issued on August 8, 2017, the Supreme Court of New Jersey in Bisbing v. Bisbing overturned the well-established standard applied by courts in determining whether a primary custodian should be permitted to… more
Transloading Extends the Economics of Rail to More Customers
Companies that use bulk products as inputs to their manufacturing or processing business often look to rail service as a way to reduce their transportation costs. Yet, many are not located adjacent to rail lines and there is no way… more
Corporate and Financial Weekly Digest - Volume XII, Issue 40
SEC/CORPORATE - SEC-Proposed Amendments to Modernize, Simplify and Increase the Accessibility of Required Disclosure - As previously reported in the October 13, 2017 edition of Corporate & Financial Weekly Digest, on October 11… more
Eleventh Circuit Has No Appetite for Non-GMO Claims
The U.S. Court of Appeals for the Eleventh Circuit affirmed summary judgment in favor of Chipotle Mexican Grill in a false advertising action, holding that the plaintiff failed to demonstrate an actual injury based on the national… more
Treasury Recommends Changes to Post-Financial Crisis Securitization Rules
Possible changes would include loosening qualified asset requirements under risk retention rules, limiting asset-level disclosure under Reg. AB II, and rationalizing capital and liquidity requirements for securitized assets… more
CFPB Outlines Principles for Consumer-Authorized Financial Data Sharing and Aggregation
On October 18, the Consumer Financial Protection Bureau (CFPB or Bureau) released a set of guiding principles for participants in the financial data sharing and aggregation industry. The publication of the consumer protection… more
Step by step Employee Benefits in the Supreme Court
In conjunction with the start of the Supreme Court’s new term, Eversheds Sutherland took a look back at the Court’s work in employee benefit cases since the enactment of ERISA. We found an astonishing 128 decisions, spanning a broad… more
European Union adopts new Directive to better resolve double taxation disputes
The Council of the European Union adopted the Tax Dispute Resolution Mechanism Directive on 10 October 2017. Whereas currently the scope for mandatory arbitration in dispute resolution is limited to transfer pricing adjustments and the… more
Liqid Secures $10 Million in Series A Funding, Raising $20 Million to Date to Deliver Transformative Composable Infrastructure for the Modern Datacenter
Liqid Inc., leading provider of on-demand composable infrastructure (CI) technologies, announced today that it has secured $10 million in Series A funding led by Marker Hill Capital, joined by existing investor and strategic partner… more
Chevron Deference: Should a Government Agency Get to Decide its Own Contract Disputes?
For more than 30 years, courts have deferred to administrative agencies’ interpretation of ambiguous statutes, unless the interpretation is unreasonable. The doctrine is called “Chevron deference” after the decision that established… more
New York City Council Amends Earned Sick Time Act to Permit Employees to Use Paid Time Off for “Safe Time”
On October 17, 2017, the New York City Council passed a bill amending the New York City Earned Sick Time Act (which took effect on April 1, 2014) to require paid time off for victims of family offense matters, sexual offenses… more
Buy American and Hire American: A Six Month Retrospective on Employment-Based Immigration
On April 18, 2017, President Trump signed the now well-known Executive Order (EO), “Buy American and Hire American.” In the immigration context, the EO proclaimed that it “shall be the policy of the executive branch to rigorously… more
Shame and blame in a lame nomination for drug policy chief
Some powerful political players deserve a big dose of public condemnation for bungling and stalling the nation’s desperately needed war on the epidemic abuse of opioid drugs… more
Basel Committee on Banking Standards Allows Flexibility on NSFR Treatment of Derivative Liabilities
The Basel Committee on Banking Supervision has announced that it has agreed to allow jurisdictions discretion to lower the Net Stable Funding Ratio's treatment for derivatives liabilities. The discretion will allow jurisdictions to… more
Texas Supreme Court Clarifies When an Expert Opinion is Conclusory
Conclusory opinions, especially by experts, constitute no evidence. Two recent opinions from the Texas Supreme Court explain when an expert opinion is conclusory… more
The Patent Trial And Appeal Board Extended One Year Pendency Of An Inter Parte Review For Considering The Impact Of Aqua Products, Inc. V. Matal
The Patent Trial and Appeal Board (PTAB) issued a first decision extending one year pendency of an inter partes review for good cause. Minerva Surgical, Inc. v. Hologic, Inc., IPR2016-00868, Paper No. 57 (P.T.A.B. October 5, 2017)..… more
SEC Issues New C&DIs on the Use of Non-GAAP Financial Measures in Forecasts for Business Combination Transactions
On October 17, 2017, the staff (the “Staff”) of the SEC’s Division of Corporation Finance issued two new compliance and disclosure interpretations (“C&DIs”) on the use of non-GAAP financial measures in forecasts for business… more
Merck Sharp & Dohme B.V. v. Warner Chilcott Co. (Fed. Cir. 2017)
The Supreme Court most recently revisited the proper standards for making an obviousness determination ten years ago, in KSR Int'l. Co. v. Teleflex. Inc. While in some ways changing the obviousness standard, for example expanding the… more
Colts Fail to Score Motion to Dismiss Eavesdropping Suit
Moving the chains forward for the plaintiff, an Indiana federal court judge said allegations that the Indianapolis Colts’ mobile app eavesdropped on users were sufficient to survive a motion to dismiss… more
CFDA Issues New Classification Catalogue for Medical Devices In China
The new catalogue, which becomes effective on August 1, 2018, is likely to have a significant impact on the registration, manufacturing, operation, and distribution of medical devices in China… more
Toxic Tort Claims From Train Derailment: Fear of Cancer and Satisfaction of the Amount in Controversy Requirement
On August 28, 2017, the Third Circuit in Breeman v. Everingham (In re Paulsboro Derailment Cases) 2017 U.S. App. LEXIS 16393, dismissed the plaintiff’s fear of cancer toxic tort claims arising out of an alleged injury from a chemical… more
Sustainable Development Update - October 2017 #3
Sustainable Development Focus - California allocates $55M for energy storage in low-income neighborhoods - Utility Dive - Oct 17 - The California Public Utilities Commission has instituted a program that directs about $55… more
EU Technical Standards Assisting Regulators Gain Access to Derivatives Trade Data Published
A Commission Delegated Regulation amending the Regulatory Technical Standards on data to be published and made available by trade repositories and operational standards for aggregating, comparing and accessing the data was published in… more
Traditional UK Employment Law Means Gig Economy Transactions Could Be Hard Work For M&A Deal Teams
Companies operating in the “gig economy”, using a largely self-employed workforce, have enjoyed enormous growth in recent years and have made popular M&A targets. In the UK, these companies have come into conflict with long-established… more
OCC Provides Guidance for Downgrading Banks’ CRA Ratings
On October 12, 2017, the OCC published the section of its policy and procedures manual, PPM 5000-43, entitled “Impact of Evidence of Discrimination or Other Illegal Credit Practices on Community Reinvestment Act Ratings.” The Policy’s… more
Be alert but not alarmed on NEG
To borrow from a national security phrase, Australian renewable energy market participants should be "alert but not alarmed" concerning the 17 October announcement of the new National Energy Guarantee (NEG)… more
SlamData Secures $6.7MM Series A to Support Modern Data in the Enterprise
SlamData Inc., the leading open source analytics company for modern unstructured data today announced that it has raised a $6.7M Series A funding round, led by Shasta Ventures. The investment will drive further development of the… more
Turkey continues to challenge INTERPOL by abusing its Red Notice system
Last month, a Swedish journalist of Turkish descent, Hamza Yalçin was finally released from detention in a Spanish jail awaiting an extradition decision. Turkey has requested and received an INTERPOL Red Notice based upon an… more
The Impact of Kokesh On FINRA Remedies
Kokesh v. SEC, 137 S.Ct. 1635 (June 5, 2017) held that the statute of limitations in Section 2462 of Title 28 applies to requests for disgorgement by the Commission. Those payments constitute a penalty within the meaning of the… more
Employee Management Lessons From The Runway
Who knew you could pick up employee management lessons from the TV show Project Runway? The long running reality show, which pits multiple clothing designers against each other in a series of increasingly difficult design challenges… more
California Environmental Law and Policy Update - October 2017 #3
Focus - Santa Clara Valley Water District rejects twin Delta tunnels plan, endorsing smaller version instead - San Jose Mercury News - Oct 17 - In a landmark vote closely watched across California, the Santa Clara Valley Water… more
Battery Storage: A change in the commerciality of battery storage in the UK
Since our last paper on the emergence of battery storage: Battery Storage: A New Frontier, published in June 2017, we have seen some interesting developments recently in the UK… more
Passive Business Rule - Delayed, Withdrawn and Amended –What it Means for You
Small Business Investment Companies (“SBICs”) are generally prohibited from investing in passive (i.e., non-operating) small businesses under the Small Business Investment Act of 1958 (the “Act”) and its implementing Regulations. Prior… more
To Disclose or Not to Disclose, That is the Question
The use of criminal background checks is becoming more prevalent as a form of credentialing for both individual and institutional health care providers seeking licensure, certification or the benefits of other government licensing and… more
European Securities and Markets Authority Launches Next Stage of EU Reporting System
The European Securities and Markets Authority has announced the launch of the second phase of its Financial Instrument Reference Database (FIRDS). FIRDS covers the requirements under both the Markets in Financial Instruments Regulation… more
New York City Publishes Guidance on New Salary History Law
The New York City Commission on Human Rights’ new publications clarify legislation prohibiting employers from asking New York City job applicants about their past compensation and benefits… more
What REITs Need to Know About the New Partnership Audit Rules
The Bipartisan Budget Act of 2015 fundamentally changes the rules and procedures governing IRS audits of partnerships for taxable years beginning on or after January 1, 2018. These new rules are contained in new Sections 6221-6235 and… more
[Event] Selling Unmanned Systems Products and Services to Federal, State and Local Government Agencies - November 15th, Tysons, VA
Williams Mullen is hosting a seminar on “Selling Unmanned Systems Products and Services to Federal, State and Local Government Agencies” from 8:00 – 11:00 a.m. on November 15, 2017 at the Tower Club in Tysons, VA to help explain how… more
FTC Sticks With Keeping Security Current, Physical Media Safe
In the latest blog posts in the Federal Trade Commission’s “Stick with Security” series, the FTC focused on the procedures companies should put in place that will keep their security current, will address vulnerabilities that may arise… more
Washington Paid Sick Leave Update: Top 10 Things Every Washington Employer Needs to Know Now
The Washington State Department of Labor and Industries has now published final regulations implementing Initiative 1433 — the new statewide paid sick leave law passed by the voters in November 2016. These regulations have been… more
Federal Courts Hold That Lenders Do Not Generally Owe Fiduciary Duties To Borrowers
In Hagood v. Countrywide Home Loans, Inc., a borrower sued a lender for several claims, including breach of fiduciary duties. No. A-17-CA-00784-SS, 2017 U.S. Dist. LEXIS 165943 (W. D. Tex. October 6, 2017). The defendant filed a motion… more
The intersection of Federal Civil Enforcement: claims and health care restructurings
It is well known that the healthcare industry as a whole has undergone significant changes, challenges and uncertainties in recent years. Many hospitals, senior living facilities, pharmaceutical companies, laboratories and other… more
Residuals Clauses in IP Agreements and NDAs
A residuals clause is a provision in an IP agreement or non-disclosure agreement stipulating that if a party learns some general information regarding the other party’s IP while working with the other party, the party learning such… more
CirrusMD Closes $7 Million Series A Funding
CirrusMD, which offers a text-first approach to telemedicine for large health systems and insurers, today announced the closing of a $7 million Series A financing led by Colorado Impact Fund, joined by Bootstrap Incubation, Three Leaf… more
