Asset managers commonly engage regulatory compliance consultants to aid them in addressing regulatory requirements and implementing compliance programs. The work of those compliance professionals can be drawn into SEC...more
10/15/2020
/ Administrative Law Judge (ALJ) ,
Asset Management ,
Compliance ,
Consultants ,
Form ADV ,
Good Faith ,
Investment Advisers Act of 1940 ,
Motions in Limine ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations
Megamergers that deprive the American consumer of competition are illegal. But the urge to merge is often so strong that antitrust risks rarely prevent behemoths from the attempt. Long before parties sign deals, issue press...more
10/12/2020
/ Acquisitions ,
Breach of Contract ,
Competition ,
Corporate Counsel ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Hell or High Water Clauses ,
Merger Agreements ,
Mergers ,
Permanent Injunctions ,
Risk Allocation
We have seen the SEC increase its focus on valuation of privately-held portfolio companies recently. The SEC’s increased focus is in line with our prediction made in the Top Ten Regulatory and Litigation Risks for Private...more
9/1/2020
/ Anti-Fraud Provisions ,
Compliance ,
Enforcement Actions ,
GAAP ,
Internal Controls ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Portfolio Companies ,
Private Equity Funds ,
Privately Held Corporations ,
Securities and Exchange Commission (SEC) ,
Transparency
We at The Capital Commitment blog have previously discussed several steps for fund managers and others to weather the storm brought by COVID-19. One of those steps is assessing the likelihood of a carried interest return...more
The private fund industry is more in the public eye than ever before. Private capital and private markets have experienced massive growth over the last two decades, substantially outpacing the growth of public equity. We have...more
2/19/2020
/ Anti-Money Laundering ,
Capital Markets ,
CFTC ,
Cryptocurrency ,
Global Economy ,
Initial Public Offering (IPO) ,
Investment Banks ,
OCIE ,
Private Equity ,
Private Funds ,
SEC Examination Priorities ,
Securities and Exchange Commission (SEC) ,
Venture Capital
The market for litigation finance shows no signs of slowing down, but pressure from rulemaking bodies and the judiciary may reshape whether and to what extent funding arrangements must be publicly disclosed. The use of...more
Characterizing the decision to bring a books and records inspection action after filing a plenary or substantive action as “[i]nherently contradictory,” the Delaware Court of Chancery recently dismissed a Section 220 action...more
Judge Stearns recently clarified the scope of an almost five-year-old multi-district patent dispute in the District of Massachusetts. Since early 2013, Judge Stearns has presided over NeuroGrafix’ allegations of patent...more
2/8/2018
/ Claim Construction ,
Discovery ,
Discovery Disputes ,
Emergency Orders ,
Expert Reports ,
MRI ,
Multidistrict Litigation ,
Patent Infringement ,
Patent Litigation ,
Patents ,
Software Patents
A team of Proskauer attorneys, on behalf of 12 leading non-profit organizations specializing in advocacy for victims of domestic violence, drafted an amicus brief in support of a mother seeking to uphold a district court’s...more
Judge Saylor of the United States District Court for the District of Massachusetts recently narrowed the counterclaims and affirmative defenses available to a defendant in a consumer products dispute. The decision highlights...more
The Supreme Court recently held in Star Athletica, L.L.C. v. Varsity Brands, Inc., that the designs on certain cheerleader uniforms may be protected copyrights. The 6-2 decision clarified the test to be applied when...more
4/7/2017
/ Cheerleaders ,
Copyright ,
Copyright Infringement ,
Copyrightable Subject Matter ,
Fashion Design ,
Fashion Industry ,
Graphic Designs ,
SCOTUS ,
Section 101 ,
Separability ,
Sports Apparel ,
Star Athletica v Varsity Brands ,
The Copyright Act ,
Uniforms ,
Utilitarian Function
District court patent defendants often request a parallel inter partes review (“IPR”) proceeding at the U.S. Patent Office to challenge the validity of the patent at issue. As such IPR proceedings have the potential to kill...more
In a recent opinion out of the District of Massachusetts, the court ordered that a patent infringement dispute between two Massachusetts-based competitors in the lighting systems industry would be allowed to proceed. This...more
Section 546(e) of the bankruptcy code prohibits a bankruptcy trustee from avoiding “settlement payment[s]”, or payments “made in connection with a securities contract,” that are “made by or to (or for the benefit of)”...more
8/3/2016
/ Acquisitions ,
Bankruptcy Code ,
Commercial Bankruptcy ,
Financial Institutions ,
Insolvency ,
Lenders ,
Money Transfer ,
Safe Harbors ,
Section 546(e) ,
Securities ,
Settlement ,
Split of Authority ,
Voidable
In a recent case involving competitors in the market of storm water chambers, underground structures for the collection and management of rain and snow storm water, the District of Connecticut court denied a motion for...more
The New York Court of Appeals has followed Delaware in holding that the business-judgment rule applies to going-private mergers as long as certain shareholder-protective measures are met. The court’s May 5, 2016 decision in...more