CFIUS Pilot Program Expands Jurisdiction to Certain Noncontrolling Investments, Requires Mandatory Declarations for Some Critical Technology Investments

by Skadden, Arps, Slate, Meagher & Flom LLP
Contact

Skadden, Arps, Slate, Meagher & Flom LLP

On October 10, 2018, the Department of the Treasury, as the chair of the Committee on Foreign Investment in the United States (CFIUS), issued two sets of interim regulations implementing certain provisions of the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA), the CFIUS reform legislation enacted in August 2018.1 The first set of regulations is largely administrative, implementing certain FIRRMA provisions that took immediate effect but were in some cases inconsistent with existing CFIUS regulations.2 The second set of regulations details a FIRRMA-authorized pilot program expanding CFIUS jurisdiction over noncontrolling foreign investments in critical technology companies and requiring mandatory declarations advising CFIUS of foreign investments in such companies.3

Assuming no changes following a 30-day public comment period, the interim rules will formally take effect on November 10, 2018, and are expected to remain in effect until final CFIUS regulations implementing all of FIRRMA are issued on or before February 13, 2020. As discussed below, however, certain provisions of the pilot program will apply to transactions taking place as soon as October 11, 2018.

Jurisdiction Over Noncontrolling Foreign Investments in Critical Technology Companies

Historically, CFIUS jurisdiction has been limited to transactions that could result in foreign control of a U.S. business. FIRRMA expands CFIUS’ jurisdiction to certain foreign investments regardless of whether the investment provides the investor with control, and the interim regulations establish a pilot program for implementing FIRRMA’s mandate. The pilot program applies to transactions meeting the following criteria:

  • Target Industries. The pilot program focuses on 27 designated “Pilot Program Industries,” listed in the table below. These industries closely align with those subject to heightened CFIUS scrutiny in recent years.
  • Target Business. The U.S. business must be a “Pilot Program U.S. Business,” meaning it produces, designs, tests, manufactures, fabricates or develops a critical technology that is (i) used in connection with the company’s activity in one or more of the Pilot Program Industries or (ii) designed by the U.S. business specifically for use in one or more Pilot Program Industries.
    • “Critical technologies” generally include (i) military technologies subject to the International Traffic in Arms Regulations; (ii) civilian/military dual-use technologies subject to Export Administration Regulations export controls (a) under multilateral regimes relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation or missile technology or (b) for reasons relating to regional stability or surreptitious listening; (iii) nuclear technologies covered by rules relating to foreign atomic energy activities and export and import of nuclear equipment and materials; (iv) select agents and toxins; and (v) emerging and foundational technologies controlled pursuant to FIRRMA’s sister legislation, the Export Control Reform Act of 2018.4
    • Notably, the definition of Pilot Program U.S. Business only includes companies involved in various stages of development of relevant critical technologies. It does not extend to companies in Pilot Program Industries that merely use those critical technologies.
  • Access of Noncontrolling Investors. A noncontrolling foreign investment in a Pilot Program U.S. Business is subject to the pilot program if it would afford the foreign investor (i) access to material nonpublic technical information held by the Pilot Program U.S. Business; (ii) membership or observer rights on the board of directors or similar governing body of the Pilot Program U.S. Business; or (iii) the right to appoint a member of the Pilot Program U.S. Business’ board of directors; or (iv) any involvement, beyond the mere voting of shares, in substantive decision-making regarding the Pilot Program U.S. Business’ use, development, acquisition or release of critical technology. These provisions highlight the care with which foreign investors should focus on their information and decision rights in transaction agreements.
  • Timing. Transactions that could result in foreign control of a Pilot Program U.S. Business, if completed after November 10, 2018, fall within the scope of the pilot program. In addition, the pilot program applies to the following noncontrolling transactions taking place on October 11, 2018, or later:
    • Entry into a binding agreement establishing the terms of a foreign investment, of any amount, in an unaffiliated Pilot Program U.S. Business;
    • Public offer by a foreign party to buy shares of a Pilot Program U.S. Business;
    • Solicitation of proxies by a foreign party in connection with the election of the board of directors of a Pilot Program U.S. Business; or
    • Foreign request for conversion of convertible voting securities in a Pilot Program U.S. Business.

Notably, the interim rules explicitly list joint ventures as transactions that could result in foreign control of a Pilot Program U.S. Business. Practically speaking, however, if the U.S. party is contributing a U.S. business, joint ventures are already viewed as control transactions under the existing CFIUS regulations.

Passive Investments Through Investment Funds Generally Exempted From Pilot Program

Although FIRRMA expands CFIUS’ jurisdiction, it also provides an exemption from jurisdiction for certain foreign investments in U.S.-managed investment funds, including those with advisory boards or similar investor committees. This exemption extends to the pilot program under the interim regulations. As a result, a foreign party may invest indirectly in a Pilot Program U.S. Business via a U.S.-managed investment fund and participate as a member of the fund’s advisory board, provided that (i) neither the foreign investor nor the advisory board is able to approve, disapprove or otherwise control the fund’s investment decisions or decisions of the fund manager relating to the fund’s portfolio companies; (ii) the foreign investor may not unilaterally dismiss, prevent the dismissal of, select or determine the compensation of the fund manager; and (iii) participation on the advisory board or committee does not afford the foreign investor access to material nonpublic technical information of the Pilot Program U.S. Business.

The flow chart below addresses the applicability of the pilot program to prospective transactions.

CFIUS Pilot Program Expands Jurisdiction

CFIUS Requires Mandatory Declarations for Transactions Within the Scope of the Pilot Program

It will be mandatory for parties to file a declaration advising CFIUS of transactions that meet the terms of the pilot program. Notably, as authorized by FIRRMA, CFIUS did not limit the scope of this requirement to transactions involving foreign government-controlled parties. This may reflect the inherent difficulty of requiring parties to determine for themselves whether a foreign investor would qualify as a foreign government-controlled investor for CFIUS purposes.

Parties to an implicated transaction must file a declaration at least 45 days prior to completing the transaction, or — for transactions that will be completed between the interim regulations’ effective dates of November 10, 2018, and December 25, 2018 — on or promptly after the effective date. Any party failing to comply with this requirement to submit a mandatory declaration may be liable for a civil penalty in an amount not to exceed the value of the transaction.

After parties file a declaration, CFIUS will have 30 days to respond by either clearing the transaction, requesting or suggesting the parties file a full notice, or initiating a unilateral review of the transaction if the parties are uncooperative. If CFIUS clears a transaction based on a declaration, the clearance is expected to provide the same “safe haven” from subsequent, future CFIUS review that currently applies to formal notices, except for incremental investments resulting in the receipt of additional rights, discussed further below.

The parties may elect to file a full, formal CFIUS notice in lieu of a declaration, including additional pieces of information noted in the pilot program rules. In some cases, especially when a complex or higher-risk transaction is unlikely to receive CFIUS clearance in the 30-day period allotted for declarations, it may be advisable for parties to submit a full notice.

Note that FIRRMA’s provision allowing the filing of voluntary declarations is not covered by the interim regulations and is not yet in effect.

Format for Mandatory Declarations

The interim regulations list the following requirements for mandatory declarations:

  • Information identifying the parties to a transaction, the subject of the transaction and a brief description of the nature and structure of the transaction, including what will be acquired;
  • Additional information clarifying the ownership of the foreign investor and its activities;
  • A statement explaining how the Pilot Program U.S. Business is subject to the pilot program;
  • Information about the Pilot Program U.S. Business’ previous U.S. government contracts, grants and funding;
  • A description of the parties’ prior history with CFIUS; and
  • A statement as to whether the parties stipulate that the transaction is covered by CFIUS’ jurisdiction, including through the pilot program.

Jurisdiction Over Incremental Changes in Control and Other Clarifying Rules

In a separate interim rulemaking, CFIUS has clarified certain FIRRMA provisions that had been in effect since August 2018 but in some cases were inconsistent with existing CFIUS rules. These interim rules take effect on October 11, 2018, and apply to any covered transaction for which a CFIUS review is initiated on or after that date.

Key provisions in the interim regulations include:

  • Contingent Equity. Addressing FIRRMA’s introduction of “contingent equity” as a form of investment, the interim rules include in the definition of “transaction” both the acquisition and conversion of convertible voting instruments of an entity. CFIUS will still consider on a case-by-case basis whether the acquisition of convertible securities is a qualifying transaction for purposes of CFIUS jurisdiction, but based on the treatment of convertible securities in the context of the pilot program regulations, it appears likely that the issuance of convertible securities will be more likely to trigger CFIUS jurisdiction.
  • Incremental Changes in Rights. FIRRMA provided CFIUS with expanded jurisdiction over transactions involving incremental changes in rights that result in foreign control of a U.S. business. For example, a foreign person who now owns 10 percent of the equity in a U.S. business and who, through a new arrangement, would acquire no additional ownership interest but would gain the governance rights to appoint the CEO and chief technical officer of the U.S. business, would be entering into a covered transaction. In light of this clarification, foreign investors should closely consider the outcome of increasing investment levels, renegotiating governance terms and exercising contingent interests in any U.S. business in which they hold an existing interest.
  • Stipulations as to CFIUS Jurisdiction and Foreign Government Control. The interim regulations permit parties to stipulate in a CFIUS notice that a transaction is subject to CFIUS jurisdiction and that the foreign party is a foreign government-controlled entity. FIRRMA contemplates such stipulations as a condition for limiting to 10 business days the amount of time CFIUS could take to comment on draft notices and accept formal notices, but the interim regulations do not include such time limits. In all likelihood, this reflects the fact that CFIUS has not yet been able to expand its resources sufficiently to meet these timelines or the other expanded obligations of FIRRMA.

The updates and clarifications in these interim rules also include, among other changes, the lengthening of the review period from 30 to 45 days, clarification of the process to request a 15-day extension to the investigation phase for extraordinary circumstances, and removal of the requirement to file hard copies of CFIUS notices. Notably, the interim rules also expand CFIUS’ enforcement authority for noncompliance with prior mitigation agreements and for material misstatements in or omissions from CFIUS notices.

____________

Listing of Critical Technology Industries for FIRRMA Pilot Program

Aircraft Manufacturing
NAICS Code: 336411

Aircraft Engine and Engine Parts Manufacturing
NAICS Code: 336412

Alumina Refining and Primary Aluminum Production
NAICS Code: 331313

Ball and Roller Bearing Manufacturing
NAICS Code: 332991

Computer Storage Device Manufacturing
NAICS Code: 334112

Electronic Computer Manufacturing
NAICS Code: 334111

Guided Missile and Space Vehicle Manufacturing
NAICS Code: 336414

Guided Missile and Space Vehicle Propulsion Unit and Propulsion Unit Parts Manufacturing
NAICS Code: 336415

Military Armored Vehicle, Tank, and Tank Component Manufacturing
NAICS Code: 336992

Nuclear Electric Power Generation
NAICS Code: 221113

Optical Instrument and Lens Manufacturing
NAICS Code: 333314

Other Basic Inorganic Chemical Manufacturing
NAICS Code: 325180

Other Guided Missile and Space Vehicle Parts and Auxiliary Equipment Manufacturing
NAICS Code: 336419

Petrochemical Manufacturing
NAICS Code: 325110

Powder Metallurgy Part Manufacturing
NAICS Code: 332117

Power, Distribution, and Specialty Transformer Manufacturing
NAICS Code: 335311

Primary Battery Manufacturing
NAICS Code: 335912

Radio and Television Broadcasting and Wireless Communications Equipment Manufacturing
NAICS Code: 334220

Research and Development in Nanotechnoloy
NAICS Code: 541713

Research and Development in Biotechnology (except Nanobiotechnology)
NAICS Code: 541714

Secondary Smelting and Alloying of Aluminum
NAICS Code: 331314

Search, Detection, Navigation, Guidance, Aeronautical, and Nautical System and Instrument Manufacturing
NAICS Code: 334511

Semiconductor and Related Device Manufacturing
NAICS Code: 334413

Semiconductor Machinery Manufacturing
NAICS Code: 333242

Storage Battery Manufacturing
NAICS Code: 335911

Telephone Apparatus Manufacturing
NAICS Code: 334210

Turbine and Turbine Generator Set Units Manufacturing
NAICS Code: 333611

Source: Excerpted from the Determination and Temporary Provisions Pertaining to a Pilot Program to Review Certain Transactions Involving Foreign Persons and Critical Technologies, to be published in the Federal Register on October 11, 2018.

____________

1 See our August 6, 2018, alert, “US Finalizes CFIUS Reform: What It Means for Dealmakers and Foreign Investment,” for an overview of the key provisions of FIRRMA.

2 The set of interim regulations is available here.

3 The pilot program regulations are available here. Note that although this program targets the development of critical technologies for certain specified industries, FIRRMA also contemplates the expansion of CFIUS jurisdiction over transactions involving critical infrastructure and sensitive personal data of U.S. citizens as well as mandatory declarations for certain critical infrastructure transactions.

4 See our September 11, 2018, alert, “Tightened Restrictions on Technology Transfer Under the Export Control Reform Act,” for an overview of the Export Control Reform Act.

Download pdf

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Skadden, Arps, Slate, Meagher & Flom LLP | Attorney Advertising

Written by:

Skadden, Arps, Slate, Meagher & Flom LLP
Contact
more
less

Skadden, Arps, Slate, Meagher & Flom LLP on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

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:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

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:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • 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.

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.