Developments in Association Law, 2016 – 2017

by Pillsbury Winthrop Shaw Pittman LLP

Pillsbury Winthrop Shaw Pittman LLP

There have been important legal developments at the federal and state levels for nonprofit organizations.


  • Nonprofits continue to experience Federal government and private litigant antitrust enforcement.
  • Nonprofits have litigated in other areas including governance, finances, intellectual property and records disclosure.
  • Nonprofits can enhance their own compliance by learning from the legal outcomes of others.

“Antitrust Guidance for Human Resource Professionals,” U.S. Dept. of Justice and Federal Trade Commission (October 2016)

The Department of Justice Antitrust Division and the Federal Trade Commission (FTC) jointly released guidance for Human Resource professionals to alert those involved in hiring and compensation decisions to potential violations of antitrust laws. The release instructs HR professionals to avoid entering into agreements with other employers not to recruit certain employees or not to compete on terms of compensation.

These agreements, which are per se illegal, often take the form of wage-fixing agreements, in which an individual agrees with a person at another company about employee salary or other terms of compensation, or “no poaching” agreements, in which an individual agrees not to solicit or hire another company’s employees. The offending agreements can be formal or informal, written or unwritten, spoken or unspoken. Further, HR professionals should avoid sharing sensitive information about terms and conditions of employment with competitors as it could serve as evidence of an implicit illegal agreement. Nonprofits should be aware that, in the view of the DOJ and FTC, cutting costs is not a justification for entering an agreement with other organizations to cap wages, and such an agreement would likely violate the antitrust laws. Similarly, agreeing to hire the same consultant to communicate current pay scales to other nonprofit organizations would likely also violate antitrust laws.

Talone v. American Osteopathic Ass’n, 2017 WL 2539394 (D.N.J. June, 12 2017)

Plaintiffs, American Osteopathic Association (AOA) members, filed a class action alleging that the AOA engaged in unlawful tying arrangements through a rule adopted in 2012 requiring AOA-certified Doctors of Osteopathic Medicine (D.O.s) to purchase AOA memberships and pay annual membership dues in order to maintain their AOA professional specialty certification. The AOA is both a professional membership organization and a certification body. The plaintiff AOA members alleged that his requirement violated the Sherman Act and state antitrust laws as a “rule of reason” and per se tying violation.

AOA filed a motion to dismiss the class action claims, which was denied by the U.S. District Court for the District of New Jersey. The Court found that the plaintiffs had sufficiently stated claims for both rule of reason and per se antitrust violations. It ruled that, if the plaintiffs’ allegations are taken as true, they show that the AOA ties two distinct products, that it has market power in the tying product market, and that it affects a substantial amount of interstate commerce. Finally, the court ruled that the allegations, if accepted as true, show that the AOA’s tying arrangement substantially lessens competition so that other professional membership organizations are foreclosed from competing for AOA board-certified D.O.s’ business. As this case proceeds, nonprofits may have at least one court’s perspective on the limits on tying organizational membership to maintaining credentials.

In re Mushroom Direct Purchaser Antitrust Litig., No. 06-0620, 2017 U.S. Dist. LEXIS 31892 (E.D. Pa. Mar. 6, 2017)

The defendant, John Pia, was a fifty-percent co-owner of Kaolin Mushroom Farms, a member of the Eastern Mushroom Marketing Cooperative (EMMC), and president of the EMMC for a period after its formation. The plaintiffs, various mushroom consumers, contended that during Pia’s tenure as president, EMMC implemented price-fixing agreements for mushrooms in violation of the Sherman Act, and that corporate agents like Pia may be individually liable for antitrust violations if they personally participate in, ratify, or otherwise authorize anti-competitive activity.

Pia moved for summary judgement, and argued that the plaintiffs must show that he knowingly participated in actions he knew to be anti-competitive and that, because unrebutted evidence shows that he relied on counsel who endorsed the creation of the EMMC and its operations, summary judgment should be granted as he lacked the requisite knowledge for individual liability under the Sherman Act. The court denied Pia’s motion for summary judgement, holding that the plaintiffs did not need to prove that Pia specifically knew the EMMC’s alleged efforts to fix mushroom prices or control supply were in violation of antitrust laws. Rather, civil antitrust claims could be established by either unlawful purpose or anti-competitive effect. The court further noted that even if a higher standard applies, there was a genuine issue of material fact about whether Pia’s participation in various EMMC committees amounted to exerting his influence so as to shape the EMMC’s intentions.

Clarkwestern Dietrich Bldg. Sys., LLC. v. Certified Steel Stud Ass’n, Inc., 2017 WL 1131928 (Ohio Ct. App. Mar. 27, 2017)

Steel Stud Manufacturing Association (SSMA), a trade association, created a building code compliance program to help members prove that their structural or nonstructural steel framing (NSSF) products were noncombustible. NSSF products are required to be certified noncombustible for use in commercial buildings by the International Building Code. The plaintiff, Clarkwestern Dietrich, manufactured NSSF products with a proprietary coating and was a member of SSMA. SSMA’s compliance program adopted requirements that negatively impacted SSMA members that utilized the plaintiff’s coating. The plaintiff alleged that SSMA adopted the requirements to benefit manufacturers that did not invest in the plaintiff’s proprietary coating.

Clarkwestern Dietrich claimed that SSMA violated the Ohio Valentine Act and filed a restraint of trade claim. The Ohio legislature patterned the Valentine Act after the federal Sherman Antitrust Act; and the Ohio Supreme Court has held that it must be construed in harmony with the federal act. The Valentine Act prohibits agreements that unreasonably restrain trade and hurt competition, including price-fixing agreements, refusals to deal, and other such practices. The trial court granted SSMA’s motion for summary judgment because the plaintiff failed to prove harm to competition or antitrust injury. On appeal, the court upheld the trial court’s decision, ruling that, since SSMA did not set, adopt or enforce the industry standard, SSMA’s compliance program was not the only way to show compliance; customers were not prevented from purchasing, and the plaintiff was not prevented from selling its products; and a claim does not exist under the Valentine Act simply because others refuse to promote, approve or buy products.


Bronner v. Duggan, No. CV 16-0740, 2017 WL 1208402 (D.D.C. Mar. 31, 2017)

The American Studies Association (ASA) boycotted Israeli academic institutions on the basis that Israel restricted academic activity in formerly Jordanian-occupied territory. Members of the ASA brought a derivative action that, among other things, sought to enjoin the ASA’s adoption of a boycott resolution as an ultra vires act that the organization did not have power to execute. The plaintiffs argued that that the boycott violated the express purposes of the ASA as well as a provision of the ASA’s Articles of Incorporation that bans the carrying on of propaganda, and that the ASA’s longstanding practice of not becoming involved with American political issues effectively created a bylaw of ASA, which was violated by the boycott.

The court dismissed the plaintiffs’ ultra vires claim since they had not pled facts plausibly showing that defendants acted ultra vires. First, the boycott resolution was in furtherance of the ASA’s stated purposes in its Articles of Incorporation, which provide that the ASA was organized exclusively for educational and academic purposes. The ASA’s objectives were to promote American culture through encouraging research, teaching and publication, as well as to strengthen relations among persons and institutions in the U.S. and abroad devoted to such studies. Consistent with those objectives, the boycott resolution was aimed at promoting academic freedom abroad, solidarity with foreign institutions and scholars, and encouraging an array of studies at foreign institutions. Second, the boycott resolution did not violate an ASA bylaw because the bylaw only restricted the use of propaganda to influence legislation. Finally, although longstanding practice may give rise to a bylaw, ultra vires acts must be expressly prohibited by statute or the organization’s governing documents. The plaintiffs did not show that an existing bylaw precluded the ASA’s commentary on U.S. governmental policy.

Boomer Dev., LLC v. Nat’l Ass’n of Home Builders of United States, No. CV 16-2225, 2017 WL 2623804, at *14 (D.D.C. June 16, 2017)

The National Association of Home Builders of the United States (NAHB), a Nevada nonprofit corporation operating as a trade association, allegedly began promoting a loan program through North Star Finance to NAHB members and prospective members. The program offered non-recourse debt financing for building projects up to $10 million at attractive interest rates and with other favorable terms. The plaintiffs, who were members or prospective members of NAHB, alleged that they applied to the loan program and paid North Star application fees ranging from $30,000 to $190,000 in reliance on representations made by NAHB, which they claim suggested NAHB had reviewed and approved of North Star. North Star’s financing never materialized because the program was a fraudulent investment scheme. In addition to losing application fees, the plaintiffs also claimed they lost expected profits and incurred development costs in connection with construction projects that they were unable to complete. The plaintiffs filed a lawsuit directly against NAHB for, among other things, breach of fiduciary duty.

Under Nevada law, a breach of fiduciary duty claim required the plaintiffs to prove that NAHB had a fiduciary duty to its members. The legal issue was whether a fiduciary relationship existed between the NAHB and the plaintiffs solely by virtue of the plaintiffs’ membership in the organization. The court noted that the legal issue had not been addressed by the Nevada Supreme Court; and therefore the trial court’s duty was to choose the rule it believed the Nevada Supreme Court would likely adopt in the future. The plaintiffs argued that since officers and Directors of a corporation owe a fiduciary duty to the corporation and its shareholders, by analogy that principle should apply to membership organizations. The court held that the Nevada Supreme Court would likely not recognize a fiduciary duty owed by nonprofit trade associations to their members, because, as held by numerous courts across the country, organizations themselves do not owe a fiduciary duty.  Because the plaintiffs brought their claims against NAHB and not against its officers or Directors, the court found that there was no fiduciary relationship between the parties and dismissed plaintiffs’ breach of fiduciary duty claims.

Intellectual Property

Moffat v. Acad. of Geriatric Physical Therapy, No. 15-cv-626-jdp, 2016 U.S. Dist. LEXIS 177209 (W.D. Wis. Dec. 22, 2016)

The defendant, the Academy of Geriatric Physical Therapy, is a nonprofit corporation with Section 501(c)(3) tax exemption operating as a professional membership organization of physical therapists who specialize in treating older adults. The plaintiffs, highly credentialed physical therapists and members of the Academy, taught parts of a certification class offered by the defendant to certify physical therapists in exercise for the aging. The plaintiffs claim to have written the materials for the course, for which they obtained copyright registrations in their own names. They then brought suit against the defendant for infringing their copyrights by using a version of the course materials. After both parties brought motions for summary judgment, the court concluded that the plaintiffs’ copyright infringement claims failed because the course materials were prepared as works for hire. The defendant owned the course itself and had the right to control the course content. Further, the copyrighted course materials were based on earlier versions owned by the defendant. Additionally, by using the plaintiffs’ materials in connection with the defendant’s course, the plaintiffs granted an implied, non-exclusive license to the defendant, which caused plaintiffs’ claim to fail.

Political Law

Independence Institute v. FEC, 216 F. Supp. 3d 176 (D.D.C. 2016)

The Bipartisan Campaign Reform Act (BRCA), passed in 2002 to address developments in the role of money in federal elections, requires disclosure of the names of donors that contribute at least $1,000 for any communication that falls under the Act’s definition of “electioneering communication.” The definition applies to “any broadcast, cable, or satellite communication” that references a candidate for federal office within a certain time period before the election. Prior to the 2014 general election, Independence Institute, a nonprofit with charitable organization tax exemption, sought to run a radio advertisement for the reelection of Sen. Mark Udall of Colorado but chose not to do so out of concern that it would be subject to the BRCA’s disclosure provision. Instead, the Institute filed suit against the Federal Election Commission (FEC) seeking a declaratory judgment that the BRCA’s disclosure provision was unconstitutional as applied to radio advertisements. The Institute argued that its radio advertisement was constitutionally different from prior advertisements which fell under the disclosure rule because it referenced more than one candidate and “a general category of executive power.” It also argued that its status as a 501(c)(3) organization exempts it from the disclosure requirement because it is precluded from engaging in political activity. The court disagreed, and reasoned that the voting public’s interest in information related to the election favored disclosure. In following McConnell v. FEC, 540 U.S. 93 (2003), a prior case in which the BRCA’s disclosure rule was held to advance substantial and important governmental interests, the court concluded that the Institute’s arguments against the BRCA’s disclosure provision failed.

Citizens for Responsibility & Ethics in Washington v. FEC, 209 F. Supp. 3d 77 (D.D.C. 2016)

The plaintiff, a nonprofit watchdog organization, filed complaints with the Federal Election Commission against two tax-exempt organizations that produced sponsored election communications, claiming that they were unregistered political committees in violation of the Federal Elections Campaign Act. The FEC concluded that neither organization was required to register as a political committee and dismissed the claims. The plaintiff challenged the FEC’s decision to dismiss complaints against the organizations. On a motion for summary judgment, the plaintiff argued that the FEC’s definition of “political committee” was too narrow; further, by evaluating only the group’s campaign-related spending and reviewing the group’s activities over its entire existence instead of a calendar-year approach, the FEC improperly interpreted the requisite “major purpose” test. The court agreed with the plaintiff and concluded that the FEC’s dismissals were contrary to law and remanded the case to the FEC.

Public Records Act

Fortgang v. Woodland Park Zoo, 187 Wash. 2d 509 (2017)

After the plaintiff requested records pertaining to some of the Woodland Park Zoo’s animals, Woodland Park Zoo Society (WPZS), a nonprofit organization that operates the Zoo in Washington State, responded by delivering some records but not all of the requested information. WPZS argued that, as a private organization, it was not subject to a public disclosure request, but that it was willing to supply some documents. The plaintiff challenged WPZS’s decision, alleging that it violated Washington’s Public Records Act (PRA) by refusing to disclose the records she requested. The court ruled for WPZS and reasoned that, while a factors test from Telford v. Thurston County Board of Commissioners, 354 P.2d 886 (1999), should be utilized to determine whether WPZS was the functional equivalent of a government entity subject to the PRA, the factors as a whole weighed against PRA coverage. WPZS did not perform an inherently governmental function in operating the Zoo, and the government did not exercise sufficient control over the Zoo’s daily operations to implicate the PRA. As such, WPZS was not the functional equivalent of a government agency, and was not subject to the disclosure requirements under the PRA.


In re Cent. Illinois Energy Coop., 561 B.R. 699 (Bankr. C.D. Ill. 2016)

The defendant Smith was one of the incorporators of a co-op, created by a group of farmers under the Illinois Agricultural Cooperative Act to construct and operate an ethanol facility; Smith served as the co-op’s president and general manager. After an involuntary bankruptcy petition was filed against the co-op, the appointed bankruptcy trustee filed an adversary complaint against Smith, asserting claims totaling more than $4.5 million for Smith’s alleged breaches of the fiduciary duties of loyalty, good faith and due care. In evaluating Smith’s motion to dismiss, the court concluded that directors and officers of an agricultural cooperative association owe the same fiduciary duties to creditors upon insolvency that they owe to the association at all times without regard to solvency. Therefore, officers and directors of a nonprofit must take into consideration the interests of the creditors when making decisions on behalf of an insolvent or soon-to-be-insolvent nonprofit. Defendant Smith’s motion to dismiss was denied.


Private Action Provision in Canadian Commercial Email Law Suspended

Canada’s anti-spam legislation (CASL) was passed on July 1, 2014. The law generally prohibits individuals and businesses from sending commercial e-mail to Canadians without their consent. CASL’s private right of action provision allowed anyone that received an unsolicited commercial electronic message to pursue legal action against the sender. However, less than a month before the provision’s effective date—July 1, 2017—the Canadian government suspended its implementation in response to concerns raised by businesses, charities and the nonprofit sector. The Canadian government noted that charities and nonprofit groups should not have to bear the burden of unnecessary red tape and costs to comply with the legislation, and that it supported eliminating any unintended consequences for organizations that have legitimate reasons for communicating electronically with Canadians. Note that the other provisions of the law remain in effect, with very serious potential penalties; only the private right of action provisions have been suspended.


U.S. v. Kukla, 2017 WL 2266699; No. 16-cr-00168-JEB (D.D.C.; April 5, 2017)

Tamara Kukla was the Director of Membership for the American Association for Justice, a national membership organization for plaintiffs’ legal counsel. As part of her position, she was issued a corporate credit card to assist her with her duties and responsibilities. After signing a cardholder agreement with her employer, Kukla used the credit card for personal purposes and expenses in violation of the agreement for over two years. Kukla pleaded guilty to a federal felony for embezzling nearly $250,000 from her employer and was sentenced to one year in prison.

Department of Justice Policy on Third-Party Donation Settlements (June 2017)

Attorney General Jeff Sessions issued a memorandum prohibiting U.S. Attorneys’ offices from requiring defendants to make donations to unrelated third parties as a condition of settlements in federal cases. While the Obama administration often required settling parties to make donations to third-party groups, including nonprofit organizations that were not directly harmed by alleged wrongdoing, defendants will no longer be required to do so under the Trump administration. The policy, which became effective immediately when the memorandum was released in June, prohibits Department of Justice attorneys from entering into any settlement agreement for federal claims or charges that directs or provides for payment to any nongovernmental person or entity that is not a party to the dispute. The DOJ will still be allowed to enter agreements that provide for payments to directly offset harm from defendants’ alleged wrongdoing or to cover legal or other costs directly related to the proceedings.

California Nonprofit Administrative Dissolution
The 2015 Amendments to the California Nonprofit Corporation Law included provisions regarding involuntary administrative dissolution of a nonprofit corporation. Administrative dissolution can occur if corporate powers were suspended or forfeited by the California Franchise Tax Board for at least 48 consecutive months. The Tax Board’s dissolution authority was effective January 1, 2016. At the time of adoption, the Tax Board estimated that there were around 60,000 nonprofits eligible for administrative dissolution. Administrative dissolution applies to nonprofit public benefit corporations, nonprofit mutual benefit corporations, nonprofit religious corporations, and foreign nonprofit corporations qualified to transact intrastate business.

To avoid administrative dissolution, a nonprofit corporation can pay all accrued taxes or fees and file a current statement of information with the California Secretary of State. Otherwise, upon receiving a notice of pending administrative dissolution, the organization can provide a written objection to the Tax Board to extend the process by 90 days. If no action is taken, a nonprofit corporation will be administratively dissolved 60 calendar days after notice is received or 60 days after notice is posted to the California Secretary of State’s website.

(Special thanks to Pillsbury 2017 Summer Associates Dinesh Dharmadasa and Stephanie Howell for their invaluable assistance in preparing the text).


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.

© Pillsbury Winthrop Shaw Pittman LLP | Attorney Advertising

Written by:

Pillsbury Winthrop Shaw Pittman LLP

Pillsbury Winthrop Shaw Pittman 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 (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

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 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 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 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

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:

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at (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
  • New Relic - For more information on New Relic cookies, please visit
  • Google Analytics - For more information on Google Analytics cookies, visit To opt-out of being tracked by Google Analytics across all websites visit 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 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:

- 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.