China Proposes Legislative Overhaul of Foreign Investment Regime

by Wilson Sonsini Goodrich & Rosati
Contact

On January 19, 2015, the Ministry of Commerce (MOFCOM) of the People's Republic of China (PRC) published a draft bill of the Foreign Investment Law for public comment (the Draft FIL),1 revealing an upcoming overhaul of the existing foreign investment laws. In this WSGR Alert, we provide an overview of the legislative background of and major changes contemplated by the Draft FIL, which is expected to reshape the decades-old foreign investment regime in China.

Legislative Background

China's first foreign investment-related law, the Sino-Foreign Equity Joint Venture Law (EJV Law), was promulgated in the late 1970's when China first lifted the curtain on foreign capital inflows. The Sino-Foreign Contractual Joint Venture Law (CJV Law) and the Foreign-Invested Enterprise Law (FIE Law) were promulgated shortly after. Subsequently, the EJV Law, the CJV Law, and the FIE Law (together, the Existing Laws) formed the three pillars of the existing regime that regulates not only foreign direct investments (FDI) in China, but also China-inbound cross-border mergers and acquisitions (M&A), corporate finance, and capital markets transactions.

Over the years, however, the Chinese economy has significantly outgrown the provisions of the Existing Laws. Also, there is apparent inconsistency between the corporate governance framework under the Existing Laws and the framework under the amended PRC Company Law promulgated in 2005, which creates differential treatment of foreign-invested companies and domestic companies, even though both are incorporated in the PRC.

In the past few years, rules regulating other aspects of foreign investments have also evolved, as illustrated by the adoption of the PRC Anti-Monopoly Law and the establishment of the national security review system. The introduction of the Draft FIL is a significant and necessary move by the PRC government to overhaul the existing foreign investment rules and reconcile the interplay between them through a unified approach.

Major Changes

Reduced Governmental Approval Formalities

The Existing Laws require regulatory approvals for various routine yet fundamental corporate actions by foreign-invested companies, such as incorporation, dissolution, capital increase or decrease, and transfer of equity interests, which creates a significant burden for FDI and M&A transactions involving any foreign-invested company. For each of these corporate actions, a foreign-invested company is required under the Existing Laws to obtain approval from the Commerce Committee (MOFCOM's counterparts at the applicable provincial, municipal, or other local levels), while a domestic company is not required to go through such process at all. Also, the approval process primarily involves non-substantive reviews that largely overlap with the administrative registration process of the Administration of Industry & Commerce (the authority in charge of corporate registries), which applies equally to foreign-invested companies and domestic companies alike. In contrast, under the Draft FIL, no case-by-case review and approval would be required for foreign investments unless the investment falls into a negative list of industries that are restricted or prohibited for foreign investors (the Negative List). It is expected that this change, once adopted, would shorten the approval process for many FDI and M&A transactions involving foreign-invested companies by at least approximately 20 days.

The Negative List has not yet been released, but it is generally expected that the final version of such list will be a shorter version of the existing list of restricted and prohibited industries set out in the current Catalogue for the Guidance of Foreign Investment Industries (the Catalogue).2 For example, many commentators, including some MOFCOM officials, expect the Negative List to exclude e-commerce, an industry that was already fully opened up to foreign investors in the Shanghai Pilot Free Trade Zone earlier this year and removed from the proposed amendment to the Catalogue in 2014.3

Foreign investments in restricted industries will continue to be subject to case-by-case review and approval by the Commerce Committee based on restrictions to be set forth in the Negative List. However, the Draft FIL provides the Commerce Committee discretion to "conditionally" approve foreign investments in restricted industries that do not meet the restrictions set forth in the Negative List. In other words, foreign investors may get a green light to make investments in a restricted industry upon the satisfaction of certain conditions specified by the Commerce Committee, such as (a) spinning off certain assets or businesses; (b) limiting foreign ownership to a certain percentage; (c) keeping businesses in operation for a requisite period; (d) limiting investment to certain regions of the country; or (e) achieving a certain quota or quantity in local hiring. Further, the Draft FIL introduces an appeal process for foreign investors to challenge the decisions of the Commerce Committee's market-entry review.

It is worth noting that such discretionary case-by-case market-entry review, however, would not be available to prohibited industries on the Negative List, which remain inaccessible to investors with any foreign ownership.

Emphasis on Substantial Compliance and the Implications for VIE Structure

Certain market practices have been developed to circumvent foreign investment restrictions under the Existing Laws, including the so-called "variable interest entity" structure (VIE structure, also known as the "Sina-Sohu structure") that has been widely adopted among Chinese Internet companies.4

In determining whether an investor can enter a restricted industry, the Draft FIL adopts a substance-over-formality approach in determining whether an investor is a foreign or domestic investor. Following the path under the Company Law and the Anti-Monopoly Law, the Draft FIL adopts a similar substance test in determining whether an entity should be considered a foreign investor. Under the Draft FIL, a PRC-incorporated entity that is ultimately controlled by foreign individuals, entities, or government agencies would be deemed a foreign investor, while a foreign-incorporated entity that is ultimately controlled by PRC individuals or entities may be considered a Chinese-controlled entity and would not be subject to the foreign investment restrictions. Under the Draft FIL, "control" may be deemed to exist in any of the following forms:

  • direct or indirect ownership of 50 percent or more of the subject entity's shares, equity interests, asset interests, voting rights, or other material rights or benefits;
  • the right to appoint or the capacity to ensure the appointment of 50 percent or more of the members of the subject entity's board or equivalent authority;
  • the right to materially influence the decisions of the subject entity's shareholders' meetings, board, or equivalent authority; or
  • material influence on the business, finance, human resources, or technology of the subject entity through contract, trust, or other arrangements.

This proposed change has triggered certain market concerns over the validity and sustainability of the VIE structure. In a typical VIE setup, certain PRC nominee shareholders (normally the founders, their relatives, or early employees who are PRC citizens or their domestically incorporated entities) will set up a PRC-incorporated operating company (the "VIE Company") to obtain the licenses required to operate certain businesses that are restricted or prohibited for foreign investors (e.g., the Internet content provider license that is required for most Internet companies operating in China). Although the record shareholders of the VIE Company are PRC individuals and/or domestically incorporated entities, the VIE Company is in fact controlled and beneficially owned by foreign investors through contractual arrangements with a wholly foreign-owned enterprise established by such foreign investors. On the surface, such structure is in compliance with the market-entry restrictions under the Existing Laws' formalistic approach, as the PRC operating entity's record shareholders are PRC persons. The Draft FIL's definition of "control," however, covers controls through contractual arrangements and therefore would place the persons that ultimately control the local operating entity under scrutiny. If the ultimate controlling person(s) is/are one or more foreign persons, the VIE Company would be deemed a "foreign investor" as well and therefore be subject to the market-entry restrictions.

The VIE structure has been widely adopted by foreign-capital-backed companies that operate in restricted sectors, especially in e-commerce, technology, media, and telecommunications. Many of them are public companies listed on the United States, Hong Kong, or other overseas stock exchanges, including leading Chinese Internet companies that are symbols of China's new economy. Addressing this type of grandfathered situation is not an easy issue to tackle and the Draft FIL does not provide a definitive answer. In the legislative notes, MOFCOM suggested the following three options for further discussion:

A pre-existing VIE Company may:

  • remain as is by completing a filing with the relevant government authority to declare its status as a PRC-controlled company;
  • apply for the authority's determination that it is PRC-controlled so that it can keep its existing VIE structure and continue operations thereunder; or
  • go through a full market-entry review by the relevant government authority that will make a decision based on the entity's ultimate controlling person(s).

No matter which approach the final FIL adopts from the above options, we believe that a company with an existing VIE structure but which is actually controlled by PRC person(s) should not be overly concerned, although it may still need to go through an endorsement process with MOFCOM to verify its "PRC-controlled" status. For a company with an existing VIE structure that is under de facto control of one or more foreign persons, there are uncertainties as to (i) whether the business it currently operates through the VIE Company will be on the Negative List to be promulgated, (ii) how the "conditional approval" discussed above would play out in practice, and (iii) whether the final FIL will include a blanket "grandfather" provision. Given the PRC government's track record of pragmatism over the last three decades and its tendency to avoid significant disruption to the market, we do not expect that the PRC government would take the abrupt and extreme approach of massive outlaw of pre-existing VIEs. Having said that, we suggest taking extra caution when using VIE structures in new transactions in the near future before the Draft FIL is finalized.

Interplay with the Company Law

Inconsistencies between the Existing Laws and the Company Law have caused confusion among foreign-invested companies in many corporate governance matters. For example, under the EJV Law, an equity joint venture cannot have a shareholders' meeting as its highest decision-making authority, but a shareholders' meeting is the highest authority for domestic companies incorporated under the Company Law. As the Existing Laws will be repealed when the Draft FIL takes effect, all foreign-invested companies will be subject to the corporate governance rules under the Company Law. In other words, all companies incorporated in China, regardless of whether they are domestic or foreign-invested, will be subject to the same corporate governance rules under the Company Law. The Draft FIL also grants pre-existing foreign-invested companies a grace period of three years to comply with the Company Law in that regard.

The Draft FIL is expected to have a significant impact on the application of the Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investor, also known as the "M&A Rule."5 This regulation, among other things, requires offshore special-purpose vehicles formed for the purpose of an overseas listing and controlled by PRC companies or individuals to obtain approval from the China Securities Regulatory Commission (CSRC) prior to listing their securities on an overseas stock exchange. However, the application of the M&A Rule remains unclear, as CSRC has not issued any definitive rule or interpretation of this regulation since its adoption. In practice, CSRC has not granted approval to any Chinese company under the M&A Rule since its promulgation in 2006. All Chinese companies that went through the so-called "red-chip restructuring" to link the PRC operating entities to the offshore listing vehicle before overseas listing had to include in their prospectuses a risk factor addressing the uncertainty under the M&A Rule. Since the Draft FIL redefines what constitutes a "foreign investor," a concept crucial to the applicability of the M&A Rule, it remains to be seen how such change will play out in the context of the M&A Rule.

National Security Review and Anti-Monopoly Law

Chapter 4 of the Draft FIL codifies the national security review of M&A transactions involving China-based businesses or assets that was first introduced in the Circular on Formalizing Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors in 2011.6 The Draft FIL strengthened the connection between the market-entry review and the national security review by requiring the Commerce Committee to suspend the market-entry review process and redirect the applicant to the national security review process whenever any national security concern is identified. The market-entry review may be resumed only after the investor passes the national security review.

Under the Draft FIL, applicants for market-entry review are also required to declare to the Commerce Committee whether a review under the Anti-Monopoly Law would be triggered in their cases. Compared to the existing voluntary reporting system, such universal requirement for mandatory declaration in every market-entry application is a significant development in the implementation of the Anti-Monopoly Law and will heighten the importance of anti-monopoly analysis in M&A transactions involving foreign-invested companies in China.

A New Reporting System

The Draft FIL adopts a new reporting system for the governmental agencies' collection of information on foreign investments for supervision purposes. All foreign investors and foreign-invested companies, whether in an industry covered by the Negative List or not, are required to file the following reports:

  • Initial report: A basic report to be filed by the foreign investor or invested company prior to or within 30 days after the investment, which needs to contain certain information regarding the investment and the investor;
  • Report of change: Amendment to the basic report to be filed by the foreign investor or foreign-invested company in connection with changes to the investment profiles within 30 days after the occurrence of such change; and
  • Periodic report: Annual report containing information such as financial performances of the previous year and assets-related transactions. For a foreign-invested company (i) with total assets, annual sales revenue, or turnover exceeding RMB10 billion, or (ii) having more than 10 subsidiaries, an additional quarterly report covering certain operating conditions and financial information is required.

These reporting requirements should be carefully followed by all existing and new foreign-invested companies since non-compliance may trigger fines and even criminal charges for the companies' management personnel.

Conclusion

As a long-anticipated overhaul of China's foreign investment laws, the Draft FIL is a welcome move to further simplify the regulatory approval process for foreign investments and afford equal treatment to foreign-invested companies and domestic companies. The Negative List to be issued under the Draft FIL should further eliminate or reduce market-entry restrictions for foreign investors in certain industries. Even for industries remaining as restricted on the Negative List, the Commerce Committee will have more discretion in determining whether a foreign investment that does not meet the statutory restrictions may be conditionally approved under case-by-case review system introduced by the Draft FIL. The shift toward a substantive test in market-entry review for foreign investments in the restricted industries should also be a positive development for PRC-controlled, foreign-incorporated companies (even those with pre-existing VIE structures), but its impact on foreign-controlled companies cannot be fully assessed in the absence of a published Negative List and other implementation rules of the Draft FIL. Moreover, we anticipate that certain market practices will evolve in the coming months along with the legislative process of the Draft FIL. We will closely monitor the legislative and market developments and provide updates in future WSGR Alerts.

Disclaimer

Wilson Sonsini Goodrich & Rosati is licensed to operate in the People's Republic of China (PRC) as a foreign law firm and in Hong Kong as a Hong Kong solicitors' firm. Our China practice provides U.S. and Hong Kong legal services to clients. Under PRC Ministry of Justice regulations, foreign law firms in China are permitted to advise clients on certain aspects of international transactions and to provide consultation concerning the impact of the PRC legal and regulatory environment; foreign law firms in China are not permitted to practice PRC law. The content of this WSGR Alert does not constitute an opinion on PRC law, nor does it constitute legal advice, but is based on our research and our experience advising clients on international business transactions in China.

 

1 The original Chinese text of the Draft FIL and legislative notes can be found online at http://tfs.mofcom.gov.cn/article/as/201501/20150100871010.shtml

2 The original Chinese text of the Catalogue (as amended in 2011) is available online at http://images.mofcom.gov.cn/wzs/accessory/201112/1325217903366.pdf

3 Please see the Q&As published by MOFCOM (in Chinese) at http://zcq.mofcom.gov.cn/article/zcqxwdt/201501/1853011_1.html?COLLCC=3668150144&. The proposed amendment to the Catalogue in 2014 (in Chinese) is available online at http://www.sdpc.gov.cn/gzdt/201411/t20141104_647352.html

4 The VIE structure was introduced in the late 1990’s in response to the restriction on foreign investments in Chinese companies that engaged in value-added telecommunication services, including publishing contents on the Internet for commercial purposes. It was first adopted by Chinese Internet portal companies such as sina.com and sohu.com.

5 The original Chinese text of the M&A Rule (as amended in 2009) is available online at http://www.mofcom.gov.cn/article/b/c/200907/20090706416939.shtml.

6 The original Chinese text of the circular is available online at http://www.mofcom.gov.cn/article/b/f/201102/20110207403117.shtml.

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.

© Wilson Sonsini Goodrich & Rosati | Attorney Advertising

Written by:

Wilson Sonsini Goodrich & Rosati
Contact
more
less

Wilson Sonsini Goodrich & Rosati 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.