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Murtha Cullina

Personal Goodwill: A Tax Saving Opportunity

by Murtha Cullina on

Very often, tax consequences determine how successful the sale of a business ultimately is. Owners often focus only on top line price, while structure and tax treatment can make a significant impact on how much of the...more

Dechert LLP

Lessons from FINRA’s 2019 Report on Examination Findings and Observations

by Dechert LLP on

The Financial Industry Regulatory Authority published its 2019 Report on Examination Findings and Observations (2019 Report) on October 16, 2019. This marks the third annual report of FINRA findings, but in a departure from...more

Mayer Brown Free Writings + Perspectives

EGC IPOs and IPO Registration Statement Trends in 2019

IPOs in 2019 have raised more capital across a smaller number of deals, as we have previously blogged. EY’s recent Trends in US IPO Registration Statements report notes that the US Securities and Exchange Commission (“SEC”)...more

Akin Gump Strauss Hauer & Feld LLP

SEC Proposes Amendments to Procedures and Ownership and Resubmission Thresholds for Shareholder Proposals Under Rule 14a-8

On November 5, 2019, the Securities and Exchange Commission (SEC) proposed amendments to Securities Exchange Act Rule 14a-8, which requires a public company to include shareholder proposals in the company’s own proxy...more

Hogan Lovells

Employment News: disability, investigations, women on boards

by Hogan Lovells on

If it ain't broke – removing extended absence trigger a failure to make a reasonable adjustment - Removing an extended sickness absence trigger point from an employee with ME/ chronic fatigue syndrome was a failure to make...more

Drinker Biddle & Reath LLP

The SEC in 2019: Doing More With Less

by Drinker Biddle & Reath LLP on

Facing a 35-day government shutdown and new restrictions on the ability to recover disgorgement, it would be perfectly understandable if the SEC’s Division of Enforcement suffered a lackluster year. Nevertheless, according to...more

Farrell Fritz, P.C.

LLC Survives Member’s Death. Dissolution Petition Doesn’t.

by Farrell Fritz, P.C. on

In 2018, two members of a realty holding LLC sought judicial dissolution based on the death of one of the other members. The operating agreement defines a member’s death as an event of “Dissociation.”...more

Jones Day

Some 2020 Foresight from the SEC? New Staff Guidance on Shareholder Proposals

by Jones Day on

The Background: SEC Staff Legal Bulletin 14K offers new guidance for companies seeking to exclude Rule 14a-8 shareholder proposals relating to a company's "ordinary business" operations. The Issue: The SEC's previously...more

Ropes & Gray LLP

ISS and Glass Lewis Update Their Proxy Voting Guidelines for the 2020 Proxy Season

by Ropes & Gray LLP on

Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their proxy voting guidelines.1 This Alert briefly summarizes the more significant changes to each firm’s...more

Arent Fox

Investigations Newsletter: Compound Ingredient Supplier to Pay Over $22 Million to Resolve Allegations Brought Under Qui Tam...

by Arent Fox on

Compound Ingredient Supplier to Pay Over $22 Million to Resolve Allegations Brought Under Qui Tam Provisions of FCA - On November 7, 2019, the Department of Justice (DOJ) announced that Fagron Holding USA LLC (Fagron) had...more

Akin Gump Strauss Hauer & Feld LLP

SEC Proposes Amendments to Rules Governing Proxy Advisors and Proxy Voting Advice

On November 5, 2019, the Securities and Exchange Commission (SEC) proposed amendments to its rules governing proxy solicitations. If adopted in their current form, these proposals could significantly affect interactions...more

Cozen O'Connor

SSA No-Match Letters and Employer Obligations

by Cozen O'Connor on

The Social Security Administration (SSA) has drastically increased its issuance of Employer Correction Request (EDCOR) Notices, or “no-match” letters. No-match letters are sent when the SSA discovers a mismatch between...more

Foley Hoag LLP

SBA Temporarily Revises Draw Application Schedule

by Foley Hoag LLP on

REMINDER: SBA’s Office of Investment and Innovation has revised the semi-monthly draw application schedule for the 2019 holiday season with the first revised deadline occurring on Tuesday, November 19, 2019. The deadline for...more

Goodwin

SEC Proposes Amendments to Rules on Proxy Voting Advice and Shareholder Proposals

by Goodwin on

On November 5, 2019, the Securities and Exchange Commission (the SEC) proposed amendments to the proxy rules to improve the accuracy and transparency of proxy voting advice. On the same day, the SEC also proposed amendments...more

Sullivan & Worcester

SEC Proposes Amendments to Advertising and Client Solicitation Rules under the Investment Advisers Act

by Sullivan & Worcester on

The U.S. Securities and Exchange Commission (the “SEC”) proposed on November 4, 2019 significant amendments to its current rules under the Investment Advisers Act of 1940 (the “Advisers Act”) relating to investment adviser...more

Robins Kaplan LLP

Financial Daily Dose 11.16.2019 | Top Story: Aramco Seeks Valuation of $1.7B, Well below Original Goal

by Robins Kaplan LLP on

Saudi Aramco’s slow trickle of IPO-related information continued this weekend, including its goal of setting overall company market value at a staggering $1.7 trillion. The figure, though massive, is still well short of the...more

Kramer Levin Naftalis & Frankel LLP

Debt-Equity Dashed Expectations: Treasury and the Service Retain Onerous Section 385 Regulations

On Nov. 4, 2019, the Department of the Treasury (Treasury) and the Internal Revenue Service (the Service) published final debt-equity regulations (the Final Regulations) and an advance notice of proposed rulemaking (the...more

Shearman & Sterling LLP

SEC Proposes Solicitation Rule Amendments

by Shearman & Sterling LLP on

On November 4, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments to rules governing investment adviser advertisements and payment to solicitors under the Investment Advisers Act. The comment period...more

Shearman & Sterling LLP

SEC To Overhaul Investment Adviser Advertising Rule

by Shearman & Sterling LLP on

Two facts may come as a surprise about the U.S. Securities and Exchange Commission’s existing investment adviser advertising rule: that it literally fits on one page, and that it has not been updated since 1961. These facts...more

Allen Matkins

California Board Gender Quota Law Challenged In Federal Court

by Allen Matkins on

Cydney Posner at Cooley LLP wrote last week about a new challenge to California's Board Gender Quota law. The lawsuit, Creighton Meland v. Alex Padilla, Secretary of State of California, was reportedly filed in federal...more

Ropes & Gray LLP

Podcast: Credit Funds: Hot Topics in BDC Regulation

by Ropes & Gray LLP on

In this Ropes & Gray podcast, Mike Doherty, Brian McCabe and Paul Tropp discuss important regulatory developments and current issues affecting business development companies (BDCs). The SEC recently (1) issued a rule proposal...more

Pepper Hamilton LLP

An Overview of the SEC’s Recently Adopted Exchange-Traded Funds (ETF) Rule

by Pepper Hamilton LLP on

Presented by Pepper Hamilton and Financial Executives Alliance, Pepper Hamilton partners John P. Falco and John M. Ford discussed "An Overview of the SEC’s Recently Adopted Exchange-Traded Funds (ETF) Rule" on a recent...more

Dorsey & Whitney LLP

Former Alstom Executive Convicted of Foreign Corrupt Practices Act Charges on Agency Theory

by Dorsey & Whitney LLP on

Lawrence Hoskins, a British citizen and former employee of French conglomerate Alstom SA, has been found guilty by a federal jury in Connecticut of 11 of 12 criminal charges, including six counts of violating the United...more

WilmerHale

In Case You Missed It: Launch Links - November 2019 #2

by WilmerHale on

Some interesting links we found across the web this week: What’s a Cap Table and Why Do I Care? A cap table may be an unfamiliar concept for a new founder, but it is one that a founder will quickly realize is vital to...more

Health Care Compliance Association (HCCA)

[Event] Managed Care Compliance Conference - January 26th - 29th, Lake Buena Vista, FL

Delve into compliance hot topics and issues, including risk adjustment, CMS compliance, ethical leadership, data security, audits, and the challenges of the job. You’ll learn the latest practices, share strategies, and...more

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JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

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Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

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  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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