CFIUS Reform Becomes Law: What FIRRMA Means for Industry

by White & Case LLP
Contact

White & Case LLP

The Foreign Investment Risk Review Modernization Act (FIRRMA) was signed into law today by President Trump. FIRRMA reforms and modernizes the Committee on Foreign Investment in the United States (CFIUS) review process and represents the first update to the CFIUS statute in more than a decade. We reported on FIRRMA's key provisions in July. In this Client Alert, we discuss FIRRMA's practical implications as well as provide useful context relevant to clients and industry.

The Reality of FIRRMA

  • "Modernization" is a euphemism for addressing concerns about Chinese investments. While the Trump Administration has been firm in its messaging that FIRRMA is meant to "close gaps" between the transactions that CFIUS is currently able to review and transactions it currently cannot review despite them raising similar national security concerns, the reality is that those "gaps" largely pertain to particular Chinese investment trends: (1) real estate acquisitions in sensitive areas, (2) minority investments (particularly through private equity-type structures) that might not be controlling but that nonetheless provide access to sensitive information or technology of the target US business, (3) the increasing use of Chinese joint ventures into which US-origin technology is transferred, and (4) concerns that Chinese deals are being structured to circumvent CFIUS.
  • FIRRMA provides the general contours for CFIUS reform, but not the specifics. To achieve broad-based support for FIRRMA among competing interests in Congress, the various US government members of CFIUS, and industry, many of the novel, difficult, or contentious issues were deferred to the regulation-writing process. Throughout FIRRMA—and particularly in the sections that expand the scope of "covered transactions" (i.e., transactions subject to CFIUS's jurisdiction)—numerous provisions state that they are "subject to regulations prescribed by the Committee." These references were often the short-term solution when inter-governmental negotiations around certain provisions in FIRRMA were either met with resistance (e.g., disagreement on which declarations must be mandatory) or were particularly challenging (e.g., defining "emerging technology"). As a result, the ultimate impact of many of FIRRMA's key provisions is not yet known and will not be known until CFIUS promulgates new regulations implementing FIRRMA.
  • In particular, the extent to which covered transactions will expand is unknown. As mentioned above, the purpose of the new categories of covered transactions (i.e., (1) certain real estate transactions; (2) non-passive but non-controlling investments in US businesses involving sensitive personal data, critical infrastructure, or critical technology; (3) changes in a foreign investor's governance rights, even in the absence of any new investment; and (4) attempts to evade) is largely to enable CFIUS to review additional types of Chinese investments. But the effect is that, unless these categories are somehow limited, FIRRMA would cover every transaction in these new categories—potentially tens of thousands each year. The negotiated solution appears to be deferring to CFIUS to "prescribe regulations … to limit the application of [transactions in (1) and (2) above] to the investments of certain categories of foreign persons." How broad or narrow those "categories of foreign persons" are—and what criteria CFIUS uses to define the categories—will be, in our view, among the most important aspects of the regulations implementing this new legislation.
  • Limitations on FIRRMA's scope will be driven in part by resource considerations. As CFIUS develops its regulations, it will concurrently have to consider its resource needs, including additional staff, to implement the new law. FIRRMA creates the potential for a well-funded CFIUS by providing for authorized appropriations, a "CFIUS Fund," and filing fees. But whether, and when, these funds will materialize remains to be seen, as does how quickly funding can translate into additional cleared staff to handle a substantial increase in notified transactions. Thus, as CFIUS writes its regulations, including the all-important limitations on covered transaction categories (1) and (2), it will do so based on its expected funding and staffing levels. If funding and staffing remain scarce, we expect that by necessity the expansion of "covered transactions"— especially those subject to a mandatory filing—will be more limited.

Short-Term Effects on the CFIUS Filing Process

  • No significant immediate change to the requirements for the contents of a CFIUS notice. While many of FIRRMA's provisions come into effect immediately upon enactment, the most significant changes to CFIUS's scope and structure will only take effect once the Secretary of the Treasury certifies that the regulations, systems, and resources are in place to implement them (or 18 months from the date of enactment, whichever is sooner). Therefore, in the short term, we do not expect any significant changes to the types of information that is required for a CFIUS notice.
  • Of the provisions that will come into effect immediately upon enactment, most merely codify or clarify CFIUS's current internal practices. Only a few will directly impact the review process or the preparation of a CFIUS filing:
    • Potentially longer timelines. FIRRMA lengthens the initial review period by 15 calendar days (to 45 calendar days) and permits the Secretary of the Treasury, at the request of a lead agency, to add 15 calendar days at the back end of an investigation in "extraordinary circumstances." This will potentially add up to 30 calendar days to a single CFIUS cycle (from 75 calendar days to 105).
    • Disclosure of more agreements with the notice. FIRRMA formalizes CFIUS's increasing tendency to request all material agreements related to the transaction under review. So, for example, in addition to providing a copy of the stock purchase agreement, CFIUS may also require the parties to provide copies of any other side agreements (including partnership agreements) related to the transaction.
    • Stipulations as to whether a transaction is "covered" or "foreign government controlled." Under FIRRMA, parties may stipulate in their notices that their transaction is "covered" (i.e., subject to CFIUS review) and/or "foreign government controlled."

Long-Term Effects on the CFIUS Filing Process

  • Expansion of covered transactions will spur new filing requirements and systems. As discussed above, a key change to CFIUS's scope is the expansion of covered transactions to include (1) certain real estate transactions and (2) non-passive, non-controlling investments in US businesses involving sensitive personal data, critical infrastructure, or critical technology (subject to the limitations on these new categories that CFIUS will impose through regulation). The roll out of these new categories of covered transactions will likely involve an overhaul of the information that CFIUS requires in the notices and the electronic systems that CFIUS uses to receive and communicate with parties on their notices. We understand that discussions are already underway within the Treasury Department as to what information should be provided in the filings and what electronic systems could be utilized to handle the expected increase in filings.
  • Mandatory declarations represent a big change. Another key change to CFIUS's scope is FIRRMA's creation of "declarations"—essentially, abbreviated notices—and the requirement that certain declarations be mandatory. FIRRMA requires that declarations be filed for certain transactions in which a foreign government has a "substantial interest", and it permits CFIUS to establish mandatory declarations for other "critical technology" transactions (subject to certain exceptions for investment funds and potential waivers for some foreign-government investors). This is a notable change from the current process, which is generally voluntary. Given the potential commercial disadvantage to an investor subject to mandatory declarations, we expect that the criteria for exceptions and waivers will be highly important and, in certain transactions, will influence the transaction structures.
  • Potentially faster feedback from Treasury staff (and fees for expedited comments). Once the Secretary of the Treasury certifies that sufficient regulations, systems, and resources are in place, Treasury Department staff will be required to provide comments on draft and formal filings, or accept the filings for review, within 10 business days (for those cases in which the parties stipulate that the transaction is a covered transaction). This is intended to expedite the process at the outset, but depending on how it is implemented, it may not have that effect (if, for example, multiple rounds of comments and responses ensue). FIRRMA also requires a study on the merits of "prioritization fees" (i.e., payments of fees to get comments faster).

General Trends—CFIUS Moving Forward

  • China. As mentioned above, a key impetus for FIRRMA is to enable CFIUS to review additional types of Chinese investment. This impacts both investments directly by Chinese entities and investments by non- Chinese entities that might have significant ties to China (such as through supplier, customer, partnership, joint venture, research and development, or funding relationships). FIRRMA highlights key areas of concern: proximity to sensitive US government facilities, sensitive personal data, critical infrastructure, critical technology, and (while now addressed in export-control reform initiatives) technology transfers to China. We expect that state-directed and -funded investment in these areas will be particularly highly scrutinized. That said, CFIUS's analytical methodology is a case-by-case analysis of the threat, vulnerability, and consequences of the particular transaction under review, and FIRRMA does not change that. We expect that CFIUS will continue to clear Chinese transactions that do not present unresolvable national security concerns.
  • Private Equity. In recent years, as the number and complexity of private equity investments has grown, as well as the diversity of limited partners in such investments, CFIUS has increased its focus on these investment structures. There are several aspects of FIRRMA that may be of particular interest to private equity funds and investors.
    • Certain exemptions from the expansion of covered transactions involving non-controlling, non-passive investments. FIRRMA contains a "clarification" for investment funds in the new "non-passive, non-controlling" category of covered transactions. Generally, indirect investment whereby a foreign person obtains a seat or observer rights on the board of the US business (where such business involves sensitive personal data, critical technology, or critical infrastructure) could fall under this new category of covered transactions. FIRRMA clarifies, however, that indirect investment through an investment fund in which the foreign person has a seat on an advisory board or committee of the fund would not fall under this new category, so long as (1) the fund is managed exclusively by a US general partner or equivalent; (2) the advisory board or committee does not have the ability to control investment decisions of the fund or decisions made by the general partner or equivalent; (3) the foreign person does not otherwise have the ability to control the fund; and (4) the foreign person does not have access to material nonpublic technical information as a result of its participation on the advisory board or committee.
    • Exclusions from certain mandatory declarations. There are two potential carve-outs from mandatory declarations for certain private equity structures. Each is premised upon exclusive management of the fund by a US general partner and the inability of limited partners to control investment decisions or otherwise control the fund. The regulations will need to more precisely define these carve-outs.
    • Change in rights as a covered transaction. A feature of FIRRMA that has not attracted much attention, but that could have far-reaching effects, is the new category of covered transactions involving changes in the rights that a foreign person has with respect to a US business. These changes could now be covered transactions if they result in foreign "control" (the current CFIUS standard) or meet the new "non-passive" standard with respect to US businesses involving critical technology, critical infrastructure, or sensitive personal data. This could impact investment funds if a change in the rights of limited partners—even absent any new investments in or by the fund—causes a foreign limited partner to obtain control of, or a non-passive interest in, the underlying US business.
    • Factors relevant to "control" and "non-passive" in the private equity context. Separate from FIRRMA, CFIUS has been closely scrutinizing private equity structures in recent years. Some of the factors that CFIUS now considers in its analyses, and that funds and investors may wish to consider going forward, include:
      • How did the fund come about? Who initiated it?
      • Who were the anchor investors? How did such investors steer the investment strategy/focus of the fund?
      • Who are all of the limited partners?
      • What are all of the rights of the limited partners?
      • Which limited partners sit on advisory boards/investment committees, and what input do they have on such boards/committees? What powers do such boards/committees have?
      • To what extent can a limited partner suggest, review/opine on, and/or veto particular investments?
      • Beyond the particular fund involved in a transaction, what other funds does the private equity group have, how did those funds come about, and who are the anchor investors in them?
      • Who is the fund's general partner? How is it selected? How can it be removed/replaced?
      • Do any of the limited partners have interests in the general partner or in any other managers/advisors to the fund?
      • Will any of the limited partners have connections to the portfolio companies other than through the fund?
  • More resources for, and attention to, mitigation monitoring. We expect that there will be more attention to mitigation monitoring. FIRRMA requires significantly more reporting to Congress on mitigation compliance and remediation, and this will likely increase the Committee's attention to these matters. We understand that already the Treasury Department—under its own initiative, as well as based on FIRRMA's directive to consider centralizing certain Committee functions within Treasury—is internally reorganizing to strengthen its oversight over CFIUS mitigation agreements. Where non-compliance is found, FIRRMA provides the Committee with new forms of remediation and eases CFIUS's ability to reopen its review of the transaction.
  • More robust non-notified process. We understand that the Committee in general, and the Treasury Department in particular, is also strengthening its non-notified processes to more quickly and effectively identify transactions of concern that have not been filed for review. FIRRMA endorses the centralization of these functions within Treasury. This could increase the risk that CFIUS will request or self-initiate reviews of transactions that have not been voluntarily filed or declared.
  • Potential filing fees. FIRRMA authorizes CFIUS to impose filing fees (there were none previously). Under FIRRMA, the fees—or the formula for determining the fees—will be set by the forthcoming regulations, but the fees may not exceed the lesser of one percent of the value of the transaction or $300,000 (adjusted for inflation). CFIUS must base the fees on the value of the transaction, taking into consideration factors such as the expenses of the Committee and the effects of the fee on small business concerns and foreign investment.
  • Allied engagement. While the CFIUS process remains confidential under FIRRMA, FIRRMA does allow for greater information sharing with US state and local governments and foreign allied governments. The permission to share information with foreign allied governments, and FIRRMA's instruction that CFIUS should establish a formal process to do so, reflect a broader US government initiative to assist and incentivize partner countries to strengthen their own investment review mechanisms and pursue reviews of transactions of interest to the US government. Reforms have recently been enacted, or are being actively considered, in the EU, UK, Canada, Australia, and Japan, among others, and there is growing awareness and interest in investment-security issues worldwide. Already, the US, EU, and Japan have formally agreed to engage on investment security with a view to cooperation, information exchange, and potential coordination. With respect to specific transactions, the increasingly close collaboration on investment -security matters among governments means that in the future certain transactions could face (somewhat) coordinated review across multiple jurisdictions. The potential harmonization of investment security review processes is an area to watch.

Click here to download PDF.

[View source.]

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.

© White & Case LLP | Attorney Advertising

Written by:

White & Case LLP
Contact
more
less

White & Case 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.