European Securities and Markets Authority Guidelines on Sound Remuneration Policies under the AIFMD

by Dechert LLP
Contact

More than seven months after publishing its consultation paper, the European Securities and Markets Authority (ESMA) recently published final guidelines (Guidelines) on sound remuneration policies under the Alternative Investment Fund Managers Directive (AIFMD).

Background

EU Member States are required to implement the AIFMD by 22 July 2013. Annex II of the AIFMD contains a set of remuneration principles with which alternative investment fund managers (AIFMs) managing certain alternative investment funds (AIFs) within the scope of AIFMD must comply when establishing and applying remuneration policies for certain types of employees. These principles will apply to a wide range of AIFMs, including managers of hedge funds, private equity funds and real estate funds to the extent that they are within scope of the AIFMD and require authorisation as "EU AIFMs". 

The remuneration principles of AIFMD are substantially similar, but not identical, to those adopted in the Capital Requirements Directive III (CRD III). The CRD III remuneration principles were implemented in the UK through revisions made to the FSA’s Remuneration Code on 1 January 2011 (SYSC 19A of the FSA Handbook). In amending its Remuneration Code, the FSA followed guidelines on sound remuneration principles under CRD III developed by the Committee of European Banking Supervisors (CEBS).

ESMA was required to develop the Guidelines to ensure common, uniform and consistent application of the provisions on remuneration in the AIFMD.

Scope

The principles discussed in this note apply to EU AIFMs. However, non EU AIFMs marketing AIFs in Europe will have to disclose certain information about remuneration in the annual report of the AIF (discussed further below).

Perhaps the most significant feature of the Guidelines is that they apply a “look through” of the remuneration principles to entities to which portfolio management or risk management activities have been delegated (discussed further below). The decision to extend the remuneration principles to delegated entities appears to represent a considerable departure from ESMA’s consultation paper. It also appears to fly in the face of the responses to ESMA’s consultation and, arguably, stretches the boundaries of the provisions of the AIFMD itself.

What happens next?

EU competent authorities, including the FSA’s successor, the Financial Conduct Authority (the “FCA”), will have two months, following the publication by ESMA of translations of the Guidelines, to confirm whether they comply or intend to comply with the Guidelines by incorporating them into their supervisory provisions. To date, these translations have not been published. It is expected that most EU competent authorities will broadly comply with the Guidelines.

Remuneration principles

The Guidelines provide flesh to the bare bones of the AIFMD remuneration principles. The principles include a number of general provisions relating to the design, adoption, and review of remuneration policies, the overarching principle being to ensure that such policies are consistent with and promote sound and effective risk management. One particular principle requires certain AIFMs to establish a remuneration committee. Other principles require AIFMs (in broad terms) to ensure that for certain staff:

  • Performance related remuneration is based on the performance of the AIFM overall, the relevant business unit and the individual (including non-financial criteria).
  • Performance is assessed in a multi-year framework.
  • Guaranteed variable remuneration is exceptional, only occurring in the context of hiring new staff and is limited to the first year.
  • Fixed and variable remuneration are appropriately balanced.
  • Severance payments reflect performance over time and are not designed to reward failure.
  • Where appropriate, a substantial portion, and in any event at least 50%, of both deferred and non-deferred variable remuneration consists of units or shares of the AIF concerned.
  • Such non-cash units or shares are subject to an appropriate retention policy.
  • A substantial portion of variable remuneration, and in any event at least 40% (or 60% where remuneration is particularly high), is deferred over a minimum period of three to five years.
  • There is a power to adjust variable remuneration to take account of negative financial performance of the AIFM or the relevant AIF.
Points of interest

This OnPoint focuses on the following key issues:

  • Who will be affected?
  • How are delegates of AIFMs affected?
  • Will partner profits be caught?
  • Will carried interest and co-investment income be caught?
  • How does ESMA deal with proportionality?
  • What remuneration information do AIFMs need to disclose and to whom?

Whilst this OnPoint covers issues (and raises questions) which are equally applicable to all EU jurisdictions, its focus is the UK.

Who will be affected?

Certain requirements relating to risk alignment should only be obligatory in relation to so-called “Identified Staff”, although ESMA strongly recommends that they be applied AIFM-wide. These include the requirements relating to deferral, payment in retained AIF shares or units, and performance adjustment.

The following categories of staff will be assumed to be Identified Staff, unless the AIFM can demonstrate that they have no material impact on the AIFM’s risk profile or the risk profiles of the AIFs they manage:

  • Executive and non-executive members of the AIFM’s governing body (which will include the Board of a self-managed AIF).
  • Senior management. 
  • Risk takers.
  • Control functions, namely staff other than senior management who are responsible for risk management, compliance, internal audit and similar functions within an AIFM. (This shall not be confused with the concept of “Controlled Function” as defined by the FSA, which would include all FSA Approved Persons).
  • Any employee receiving total remuneration that takes them into the same remuneration bracket as senior management and risk takers.

There are two important observations arising from the Guidelines in relation to Identified Staff which will be relevant to AIFMs:

  • First, the AIFM should be able to demonstrate how they have assessed and selected Identified Staff.
  • Second, the scope of Identified Staff under AIFMD will be wider than Code Staff under the FSA’s Remuneration Code. For Code Staff, the AIFM is assessing an individual’s impact on risk to the AIFM itself. For Identified Staff, however, the AIFM also has to assess the impact of an individual’s activities upon the risk profile of the AIF it manages. In practice this means that any portfolio manager who is primarily responsible for managing a particular AIF is likely to be caught as Identified Staff, even though the FSA’s guidance on the Remuneration Code suggested that not all portfolio managers would necessarily be Code Staff.
How are delegates of AIFMs affected?

ESMA has extended the remuneration principles of AIFMD beyond AIFMs to catch entities to which AIFMs outsource or delegate portfolio management or risk management activities. The rationale for doing so was to prevent circumvention of the remuneration principles. This is a departure from ESMA’s consultation paper. It also runs counter to the responses to ESMA’s consultation and arguably goes beyond the scope of the original directive. In more detail, the Guidelines require AIFMs to ensure that:

  • Entities to which portfolio management or risk management activities have been delegated are subject to regulatory remuneration requirements which are equally as effective as those applicable under the Guidelines.
  • Or, alternatively, that appropriate contractual arrangements are put in place with entities to which such activities have been delegated to ensure there is no circumvention of the remuneration rules.

This gives rise to a number of open questions: Will the FCA or other competent authorities implement this Guideline? If so, what regulatory remuneration requirements will be considered “equally as effective”? Will only remuneration derived from the delegated activities count for these purposes? If so, how should the entity to which activities are delegated approach the task of apportioning total remuneration between delegated activities and other activities?

In Europe, competent authorities will need to consider whether, where an AIFM has delegated portfolio management to a firm authorised under MiFID, the remuneration principles established under CRD III will count as “equally as effective”. The principles underlying both sets of guidance are substantially similar. However, the remuneration principles of CRD III appear to cover a potentially narrower range of staff than AIFMD.

In the US, Dodd Frank does contain provisions with regard to remuneration which have not yet been enacted. The question remains whether, when finalised, these will be deemed to meet the “equally as effective” test.

Will partner profits be caught?

Remuneration is defined widely in the Guidelines as including, in exchange for professional services rendered by the AIFM’s identified staff:

  • All forms of payments or benefits paid by the AIFM. 
  • Any amount paid by the AIF itself (including carried interest). 
  • Any transfer of units or shares of the AIF.

Given that many AIFMs are structured as limited liability partnerships, there is an important question over whether partnership profits will be covered by the remuneration principles of AIFMD. The Guidelines include a somewhat cryptic statement that: “Dividends and similar distributions that partners receive as owners of an AIFM are not covered by these guidelines, unless the material outcome of the payment of such dividends results in a circumvention of the relevant remuneration rules". Unhelpfully, the Guidelines add that whether there was any intention to circumvent the rules for this purpose is irrelevant. This “strict liability” concept goes beyond what is currently applicable under the CEBS Guidelines relating to CRD III. 

The Guidelines again give rise to a number of open questions.

  • Since all partner income is received by partners as owners of the business, should it all fall outside the Guidelines? Many AIFMs are limited liability partnerships (LLPs). The members of an LLP can only receive a share of profits if there are profits to allocate. So they all take a risk that they will not be paid. They also take a wider risk. Members may not only lose their capital, they may also face having to repay all payments received from the AIFM in the previous two years in the event of insolvency.
  • Will residual profits (namely, the tranche of profit that is left at the bottom of the profit waterfall and is generally distributed in accordance with fixed ownership shares) fall outside the Guidelines? And will it make a difference if those residual percentages are determined from time to time by reference to performance?
  • Will fixed drawings be treated as fixed remuneration? LLPs generally allow individual members to make fixed drawings during the year, which are met as a priority first tranche of the profits of the AIFM. These are not generally determined by reference to any performance criteria and would appear to be fixed for that purpose, but they could be repayable if there is insufficient profit.

These questions are important for AIFMs structured as LLPs because there will be important potential tax consequences if the AIFM is required to defer payments to LLP members. LLP members pay tax on their share of the profits of the LLP in the year in which such profit is recognised, regardless of whether they have actually received any cash in respect of those profits. Deferral of 60% of an LLP member’s profits for three years will leave him or her with a dry tax charge.

There are a number of possible answers to this mismatch. It may be that, in the case of LLP members, the deferral percentages will only be applied to the after tax sums. However, there is nothing in the Guidelines to support such an interpretation. Alternatively, it may be that this mismatch constitutes a proper rationale for seeking to disapply the principle of deferral.

Will carried interest and co-investment income be caught?

The Guidelines provide that carried interest will constitute remuneration and therefore be subject to the remuneration principles of AIFMD. Accordingly, private equity firms (and other managers using carried interest models) within the scope of AIFMD will need to consider their carry structures carefully, especially once further FCA guidance is released. Situations where the fund is not on track to pay carry, “deal by deal” models and other more bespoke arrangements are likely to require particular attention. The principle of proportionality may be helpful in the context of preserving existing arrangements that have been negotiated with investors.

By contrast, co-investments will not be caught, provided that:

  • Payment made by an AIF to a staff member does not exceed their pro-rata investment return.
  • The investment consists of an actual “disbursement” (payment) made by the staff member. So, co-investments funded by loans to staff from an AIFM will be caught, unless the loan has been repaid by the time the investment return becomes due.

How does ESMA deal with proportionality?

One of the most important aspects of the Guidelines relates to the interpretation of the proportionality principle. This is the principle that, in taking measures to comply with the remuneration principles, AIFMs should comply in a way and to the extent that is appropriate to their size, internal organisation and the nature, scope and complexity of their activities.

ESMA declined to adopt a tier or level based approach to proportionality based on size (similar to that applicable under the Remuneration Code) on the grounds that the size of an AIFM is only one element to take into consideration when applying proportionality. However, ESMA did take a more moderate position to that in the consultation paper in relation to proportionality. In its consultation paper, ESMA espoused the view that remuneration principles of AIFMD could be tailored, whatever that might mean, but could not be disapplied. This has changed. A number of remuneration principles may be disapplied or “neutralised” in their entirety, albeit in exceptional circumstances and taking specific facts into account and provided that:

  • Doing so is reconcilable with the risk profile, risk appetite and the strategy of the AIFM and the AIFs it manages. 
  • AIFMs can explain the rationale for every single requirement that is disapplied.

There are four requirements which may be disapplied (and which must be disapplied in their entirety if disapplied at all). These are the requirements that:

  • A substantial portion, and in any event at least 50%, of both deferred and non-deferred variable remuneration consist of units or shares of the AIF concerned. 
  • A substantial portion of variable remuneration, and in any event at least 40% (or 60% where remuneration is “particularly high”), be deferred over a minimum period of three to five years. 
  • There be a power to adjust variable remuneration to take account of negative financial performance of the AIFM or the relevant AIF.
  • An AIFM establishes a remuneration committee. (In fact, the Guidelines suggest that no AIFM need establish a remuneration committee if both the value of the portfolios it manages does not exceed 1.25 billion euros and it does not have more than 50 employees).

What remuneration information do AIFMs need to disclose and to whom?

The AIFMD requires AIFMs (including non EU AIFMs marketing AIFs in Europe) to produce an annual report for each financial year for each of the EU AIFs it manages and for each of the AIFs it markets in the EU. The annual report must be made available to investors on request, and to the relevant competent authorities of both the AIFM’s home Member State (for AIFMs based in the UK this will be the FCA) and where applicable, the home Member State of the AIF. Such annual reports must contain, amongst other things:

  • Information on the total amount of remuneration paid by the AIFM (including, where relevant, carried interest distributed by the AIF) to its staff for the financial year, split into fixed and variable remuneration, and including the number of beneficiaries.
  • The aggregate amount of remuneration broken down by senior management and AIFM staff members whose actions have a material impact on the risk profile of the AIF.

There was a suggestion under the draft Guidelines that AIFMs would have to disclose this information publicly but the final Guidelines make clear that such disclosure need not necessarily be public, to the extent that the annual report of an AIF is not a public document.

AIFMs which are required to make public an annual financial report in accordance with the Transparency Directive (implemented in the UK by the Financial Services and Markets Act 2000 and the Disclosure Rules and Transparency Rules) can choose to provide any additional information disclosable under the AIFMD to investors either separately on request or as part of the public annual financial report.

The Guidelines state that the proportionality principle will apply to the type and amount of information to be disclosed and suggest that small or non-complex AIFMs and AIFs should only be expected to provide some qualitative information and very basic quantitative information where appropriate. AIFMs which adopt such an approach will need to disclose how they have applied the principle of proportionality.

The Guidelines also require AIFMs to make their remuneration policies accessible to all staff members.

Conclusion

In summary, there are a number of open questions arising out of the Guidelines, and there may be a questions and answers document issued by ESMA in due course. However, AIFMs need to start getting ready to comply now. Even with the transition provisions, the provisions will be in force by 22 July 2014. This means that AIFMs need to think about compliance well before the end of 2013, so that they are in compliance for the whole of the 2014 financial and remuneration year.

This OnPoint was authored by Jason Butwick and Ed Holmes with thanks to Gus Black, Declan O'Sullivan and Richard Heffner for their contribution.

Written by:

Dechert LLP
Contact
more
less

Dechert 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.