District Court Affirms Momentive Ruling on Intercreditor Dispute

by Stroock & Stroock & Lavan LLP
In a recent decision in the high-profile Momentive bankruptcy cases, the United States District Court for the Southern District of New York upheld the Bankruptcy Court’s dismissal of an intercreditor action brought by senior debt holders against junior debt holders arising from the implementation of Momentive’s chapter 11 plan of reorganization.[1]

Upon a de novo review, the District Court affirmed Judge Drain’s ruling in its entirety, finding that the second lien noteholders did not violate an intercreditor agreement when they (1) voted for the bankruptcy plan that was opposed by the senior lienholders, or (2) received new common stock of the reorganized debtors, a backstop fee (payable in the form of new common stock), and professional fees, even though the seniors did not receive payment in full in cash for all of their asserted secured claims.  The decision offers further insight into how complex intercreditor provisions may be reconciled in the bankruptcy context and could have a significant impact upon the negotiation and drafting of intercreditor agreements in the future.   

Upon its bankruptcy filing in April 2014, Momentive’s debt structure consisted of (a) $1.1 billion of first lien notes and $250 million of 1.5 lien notes (“Senior Debt” or “Seniors”), (b) $1.35 billion of second lien notes (“Second Lien Debt” or “Seconds”), and (c) $382 million of unsecured subordinated notes.  Momentive’s obligations arising under the Senior Debt and Second Lien Debt were secured by shared “common collateral” and the debt holders’ relative rights and priorities with respect to that common collateral were memorialized in an intercreditor agreement (“ICA”).

Momentive commenced its chapter 11 cases in order to implement a plan of reorganization it had negotiated with holders of a majority of the Second Lien Debt, who executed a restructuring support agreement (“RSA”) and agreed to support, and vote for, that plan (“Plan”).  As ultimately confirmed by the Bankruptcy Court, the Plan reflected that the Seconds were significantly under-secured, i.e., the “fulcrum” securities entitled to the equity value of the reorganized enterprise, and thus entitled to receive the new common stock issued by the reorganized debtors.  The Seconds also received rights to participate in a $600 million new money rights offering backstopped by some of the Seconds (“Second Lien Backstop Parties”).  In exchange for the backstop commitment, the Second Lien Backstop Parties received a $30 million fee (payable in the form of new common stock) and were entitled to the reimbursement of their professional fees pursuant to a backstop commitment agreement (“BCA”) and the RSA.

The Plan offered the Seniors the option to either (1) accept the Plan and receive cash at par plus accrued interest, but no make-whole premium the Seniors argued they were entitled to receive pursuant to the documents governing the Senior Debt,[2] or (2) reject the Plan and receive replacement notes in a principal amount equal to the allowed amount of their secured claims and litigate the make-whole issue; the “cram-up” interest rate for the new replacement notes would be determined by the Bankruptcy Court.  The Seniors opted to reject the Plan.  Following a multi-day confirmation hearing, Judge Drain, among other rulings, disallowed the Seniors’ claim for a make-whole premium, determined the cram-up interest rates for the replacement notes issued to the Seniors to be 4.10% for the replacement first lien notes and 4.85% for the replacement 1.5 lien notes, overruled the Seniors’ objections and confirmed the Plan.[3]

The Seniors subsequently filed suit against the Seconds, alleging various breaches of the ICA.  The suit was ultimately removed to the Bankruptcy Court, which dismissed the Seniors’ claims.[4]  On appeal, the District Court reviewed each of the Seniors’ claims de novo and affirmed dismissal of the Seniors’ claims.

District Court Ruling
A.  The Seconds Did Not Violate the ICA by Voting to Accept the Plan
The District Court rejected the Seniors’ claim that the Seconds’ vote in support of the Plan over the objections of the Seniors violated Section 3.1(c) of the ICA, which provided that no Second shall take any action that would “hinder any exercise of remedies undertaken by the [Seniors] with respect to the Common Collateral,”[5] and that each Second “waives any and all rights it . . . may have as a junior lien creditor or otherwise to object to the manner in which the [Seniors] seek to enforce or collect the Senior . . . Claims or the Liens granted in any of the Senior . . . Collateral.”[6]  The District Court held that Section 5.4 of the ICA effectively overrode Section 3.1(c) to the extent the Seconds were significantly under-secured creditors and “wore both secured and unsecured hats.”[7]  Specifically, Section 5.4 provides in relevant part:

Notwithstanding anything to the contrary in this Agreement, the [Seconds] may exercise rights and remedies as . . . unsecured creditor[s] against the Company or any subsidiary . . . .  Nothing in this Agreement shall prohibit the receipt by any . . . of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by any [Second] of rights or remedies as a secured creditor in respect of Common Collateral.[8]

Applying a holistic reading of the ICA that harmonizes all of its provisions in context, the District Court held that the “broad and unambiguous” language of Section 5.4 of the ICA trumps the general restrictions of Section 3.1(c), and effectively provides the Seconds with “unfettered reign to act against the Company” when acting in their capacity as unsecured creditors.[9]  The District Court surveyed case law interpreting similar ICA provisions and found the growing consensus to be that “agreements that seek to limit or waive junior noteholders’ voting rights must contain express language to that effect.”[10]  Absent such an express waiver, the District Court found that the ICA had not been violated.

B.  The Seconds Did Not Violate the Turnover Provisions of the ICA
The District Court also rejected the Seniors’ claim that the Seconds breached Sections 3.1(b) and 4.2 of the ICA by receiving and failing to turn over (1) new common stock in the reorganized debtors, (2) the $30 million backstop fee, and (3) professional fee payments, all because the Senior Debt had not been paid in full, in cash. 
Section 3.1(b) of the ICA provides, in relevant part:

So long as the Discharge of [Senior] claims has not occurred, each [Second] agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy . . . with respect to any Common Collateral.[11]

Section 4.2(c), in turn, provides that any “Common Collateral or proceeds thereof received by any [Seconds] in connection with the exercise of any right or remedy . . .  relating to the Common Collateral in contravention of this Agreement shall be segregated and held in trust for the benefit of …. the applicable Senior Lenders.”[12]

Parsing through these provisions, the District Court found that the new common stock was received by the Seconds in their capacity as unsecured “fulcrum” creditors, not as secured creditors.[13]  Significantly, the District Court also affirmed Judge Drain’s determination that the new common stock was neither Common Collateral nor proceeds thereof as a matter of law.  Agreeing with Judge Drain, the District Court found that in order to constitute “proceeds” of collateral, the new common stock “would have had to have been the result of a change in the collateral that diluted the collateral’s value.”[14]  Noting that the term “proceeds” was not defined in the ICA, the District Court evaluated its meaning under Section 9-102(a)(64) of the Uniform Commercial Code, and found that the term relates to actions that in some way exhaust, decrease, dilute or otherwise use up collateral.[15]  Here, the District Court found, no transformation or exchange of the collateral took place.  As Judge Drain noted, the new common stock comprises proceeds of the Seconds’ liens and claims, not the proceeds of Momentive’s property, and thus does not constitute proceeds of Common Collateral.[16]

For similar reasons, the District Court found that the receipt of the $30 million backstop fee, payable in the form of new common stock, and the reimbursement of professional fees, did not represent proceeds of common collateral or reflect the exercise of a right or remedy with respect to common collateral.  The District Court adopted Judge Drain’s rationale, holding that the backstop fee was “based on the [Seconds’] rights under the BCA, not in respect of remedies as secured creditors,” and that such a payment, even if made in cash, “would not be on account of a secured obligation but, rather, a separate, unsecured obligation undertaken by the debtors to the [Seconds] for backstopping new exit financing for the debtors . . . .”[17]  Highlighting the Seconds’ status as fulcrum security holders, whose deficiency claim exceeded the secured portion of their claim, the District Court affirmed that the Seconds had “nearly unfettered rights whenever they wore just their unsecured hats.”[18]

The District Court also noted that the Seniors failed to adequately plead that the reimbursement of fees was a function of adequate protection of liens.  The District Court noted that Judge Drain required that the DIP order provision authorizing the payment of the Seconds’ fees be subject to section 506(b) of the Bankruptcy Code, such that these fees could only be received to the extent the Seconds were over-secured; otherwise, they should be recharacterized as principal.[19]  Thus, the Seniors’ complaint did not adequately allege whether the fees were actually received as adequate protection.[20]

The District Court’s affirmation of the Momentive intercreditor decision underscores various considerations implicating intercreditor rights and remedies, such as:  (1) valuation and the lien status of second lien creditors in a restructuring, (2) the contractual limitations (and exceptions) imposed upon the parties’ conduct during a restructuring, and (3) ensuring that the plan structure and currency conform with the priority and turnover provisions of any ICA.  Significantly, creditors should be mindful of the scope of subordination contemplated by an intercreditor agreement, including the definition of “common collateral,” as well as the circumstances under which junior creditors may be required to turn over distributions to senior creditors.

[1]  BOKF, N.A. v. Wilmington Savings Fund Society, FSB (In re MPM Silicones, L.L.C.) (Momentive II), No. 15-cv-2280 (NSR), 2018 WL 6324842 (S.D.N.Y. Nov. 30, 2018), aff’g BOKF, N.A. v. JPMorgan Chase Bank, N.A. (In re MPM Silicones, L.L.C.) (Momentive I), 518 B.R. 740 (Bankr. S.D.N.Y. 2014) (as subsequently corrected and modified).
[2]  “A make-whole premium is a contractual substitute for interest lost on Notes redeemed before their expected due date . . . .  [I]ts purpose is to ensure that the lender is compensated for being paid earlier than the original maturity of the loan for the interest it will not receive . . . .”  Momentive II, 2018 WL 6324842, at *4 n.10 (citation omitted).  Although the Momentive make-whole dispute is beyond the scope of this article, last year the Second Circuit affirmed the lower courts’ rulings that denied the Seniors’ claim for a make-whole premium.  See In re MPM Silicones, L.L.C., 874 F.3d 787 (2d Cir. 2017).
[3]  See In re MPM Silicones, L.LC, No. 14-22503-rdd, 2014 WL 4436335 (Bankr. S.D.N.Y. Sept. 9, 2014) (as corrected and modified).
[4]  Momentive I, 518 B.R. at 748–49, 752–54, 756–57.
[5]  Momentive II, 2018 WL 6324842, at *8 (emphasis in original).
[6]  Id.
[7]  Id. at *9 (emphasis in original).
[8]  Id. (emphasis in original).
[9]  Id.
[10]  Momentive II, 2018 WL 6324842, at *10 (citing In re Boston Generating LLC, 440 B.R. 302, 319 (Bankr. S.D.N.Y. 2010) (“If a secured lender seeks to waive its right to object to a 363 sale, it must be clear beyond peradventure.”) (emphasis in original)).
[11]  Id. at *12 (emphasis in original).
[12]  Id.
[13]  See id. at *16.
[14]  Id. at *13 (citing Momentive I, 518 B.R. at 754–56) (emphasis in original).
[15]  Momentive II, 2018 WL 6324842, at *13–14.
[16]  Id. at *14–16.
[17]  Id. at *18 (quoting Momentive I, 518 B.R. at 753).
[18]  Id. at *19 (emphasis in original).
[19]  Id. at *20.
[20]  Id.

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.

© Stroock & Stroock & Lavan LLP | Attorney Advertising

Written by:

Stroock & Stroock & Lavan LLP

Stroock & Stroock & Lavan 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.