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When Is a Private Company Considered a Public Body and Subject to the EU Procurement Rules?

by Bryan Cave on

The case itself is a judgement of 5 October 2017, following a request for a preliminary ruling from a regional court in Lithuania to the ECJ. The question submitted was essentially should a private company established by the...more

Cyber Risk a Modern Concern for M&A Dealmakers

by Latham & Watkins LLP on

Amid a growing number of high-profile corporate data breaches, cybersecurity is now a key issue for strategic acquirers. Thehack of Yahoo, which came to light midway through its 2016 takeover by Verizon, resulted in a US$350...more

Emerging Company Essentials: Getting Paid – Legal Update from Jeremy Halpern and John Loughnane

by Nutter McClennen & Fish LLP on

Jeremy Halpern, a partner and co-chair of the firm’s Emerging Companies Group, and John Loughnane, a partner in Nutter’s Corporate and Transactions Department, authored a guide for emerging companies entitled “Emerging...more

Treasury Recommends Changes to Post-Financial Crisis Securitization Rules

by Morgan Lewis on

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

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

Traditional UK Employment Law Means Gig Economy Transactions Could Be Hard Work For M&A Deal Teams

by Latham & Watkins LLP on

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...more

Passive Business Rule - Delayed, Withdrawn and Amended –What it Means for You

by Foley Hoag LLP on

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...more

What REITs Need to Know About the New Partnership Audit Rules

by Goodwin on

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...more

Residuals Clauses in IP Agreements and NDAs

by Morgan Lewis on

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...more

Massachusetts Court Upholds Record $2.6M Fine against Beer Distributor

by McDermott Will & Emery on

Earlier this month, a Massachusetts state trial court judge issued a decision in the matter of Craft Beer Guild LLC d/b/a Craft Brewers Guild v. Alcoholic Beverages Control Commission. The court upheld a decision by the...more

New obligation to declare beneficial owner(s)

by White & Case LLP on

The Ordinance of 1 December 2016 (which implemented the European Anti-Money Laundering Directive of 20 May 2015) and the so-called "Sapin II Law" of 9 December 2016 introduced new obligations for companies. Companies must now...more

Court Rules LLC Members May Be “Fiduciaries In Fact”

by Allen Matkins on

U.S. District Court Judge Tena Campbell’s ruling in Strong v. Cochran, 2017 U.S. Dist. LEXIS 170073, is a reminder that sometimes what you do matters more than what you say. The case involved claims by the liquidating...more

Developments in Antitrust Capacitor Investigation: Eighth Capacitor Manufacturer Charged

by Farella Braun + Martel LLP on

On October 18, 2017, a federal grand jury sitting in San Francisco indicted capacitor manufacturer Nippon Chemi-Con for participating in a multi-decade conspiracy to fix prices for electrolytic capacitors. Nippon Chemi-Con is...more

Corporate Investigations and White Collar Defense - October 2017

Supreme Court to Hear Important Whistleblower Case - Why it matters: Must an employee “whistleblower” specifically provide information about alleged corporate misconduct to the Securities and Exchange Commission (SEC) in...more

Is a Series LLC Right for Your Business?

by Mintz Levin on

The Series limited liability company (the “Series LLC”) is more nuanced than an ordinary limited liability company, and for the right user, it provides flexibility that will streamline administration better than other...more

Break Fees Can Cause Broken M&A Deals

by Latham & Watkins LLP on

Given ongoing competition between buyers in a strong sellers’ market, the resilience of seller break fees as a feature of the European M&A market is surprising. According to the Latham & Watkins 2017 European Private M&A...more

Global In-House Centers in India, v2.0

GICs in India are evolving from cost-saving platforms into Innovation Centers for emerging digital technologies that can provide a competitive advantage. Recent years have seen a resurgence of interest in GICs in India...more

SEC Proposes Amendments to Modernize and Simplify Disclosure Requirements in Regulation S-K

by White & Case LLP on

On October 11, 2017, the Securities and Exchange Commission (the "SEC") proposed technical amendments to modernize and simplify certain public company disclosure requirements in Regulation S-K and related rules and forms (the...more

Competition News - October 2017

by Dentons on

Prohibiting an authorized distributor from selling on a market place is not necessarily a hardcore restriction of competition - By a decree dated September 13, 2017, the French Supreme Court gave its support to brands...more

New Guidance Sheds More Light on Italian Carried Interest Tax

by McDermott Will & Emery on

Following the approval of the new rules regarding taxation of carried interest proceeds enacted with Law Decree No. 50/2017 (Decree), the Italian Tax Authorities issued specific guidelines with Circular Letter No. 25/E, dated...more

EU & Competition Law Update – October 2017

by Bryan Cave on

When is a private company considered a public body and subject to the EU procurement rules? A recent European Court of Justice (“ECJ”) case has thrown up a novel legal issue which will be of interest to all public...more

The Katten Kattwalk - Issue 14

by Katten Muchin Rosenman LLP on

Disputes Between Departing Member and Remnant Group - In Lyons vs. American College of Veterinary Sports Medicine and Rehabilitation, the US Court of Appeals for the Federal Circuit addressed a dispute regarding the proper...more

Capital Markets & Public Companies Quarterly: Capital Formation, Dividend Notice and Pay Ratio Q3 Updates

by McDermott Will & Emery on

During the previous quarter, the SEC confirmed that CEO pay ratio disclosure will go into effect as scheduled for the 2018 proxy season. They further announced a new policy permitting qualifying issuers to submit draft...more

Asset Management Regulatory Roundup - October 2017 - Issue 8

by Dechert LLP on

A compact summary of the most recent regulatory developments relevant to the UK asset management industry. This issue includes details on US-EU equivalence of certain OTC derivative rules; the FCA asset management...more

Modern Slavery Guidance Updated by UK’s Home Office

Updated Home Office guidance provides more detail of expected best practices and encourages smaller businesses to make a slavery and human trafficking statement even if not legally required. • Larger businesses must...more

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