Final and Proposed New BEAT Regulations Contain Important Changes

Fenwick & West LLP
Contact

Fenwick & West LLP

The final Base Erosion and Anti-Abuse Tax regulations recently approved in T.D. 9885 generally follow the December 21, 2018, proposed regulations with a few important changes. The IRS also issued new proposed regulations at the same time that it released the final BEAT regulations. In this article, we analyze what the changes mean for nonrecognition transactions, loss sales and the election to waive the deduction, among other issues.

Nonrecognition Transaction Exception

One very important taxpayer-favorable change is the exception for nonrecognition transactions (sections 332, 351 and 368) from the definition of base erosion payment. In the proposed BEAT regulations, inbound nonrecognition transactions were treated as base erosion “payments” in nearly all cases and were broader than the statute permits. Nonrecognition transactions are often used in post-acquisition restructurings and other internal restructurings to align legal structures and IP ownership. Making nonrecognition transactions BEAT-able created an inappropriate potential cost for foreign acquisitions. The final regulations ameliorate this error and appropriately limit the broad reach of the proposed rule.

The nonrecognition exception, however, does not apply to any other property (boot) that is transferred in the exchange. For example, if a foreign corporation transfers depreciable property to its wholly-owned domestic subsidiary in a section 351 transaction for common stock and cash, the cash may be treated as a base erosion payment, while the common stock may not.

In order to address concerns that the nonrecognition exception would be used inappropriately, the final regulations contain a new nonrecognition anti-abuse provision in Treasury Regulation section 1.59A-9(b)(4) that can apply if the transaction, plan or arrangement has a principal purpose of increasing the adjusted basis of the property. A per se related party principal purpose presumption applies if a related party basis step-up transaction occurs within a six-month period before the specified nonrecognition transaction.

The final regulations also clarify that a pure distribution for no consideration, such as a section 301 distribution, is not treated as an exchange. However, a redemption of stock for property (such as a redemption described in section 302(a) or (d) or section 306(a)(2)) or a transaction in which there is an exchange for stock (such as a section 304 or section 331 transaction) does constitute an exchange to which the BEAT provisions potentially apply.

Loss Sales

One controversial aspect of the proposed regulations was the inclusion of losses recognized on the sale or exchange of property by a taxpayer to a foreign related party in the definition of base erosion payment, particularly because this transaction involves no payment from the taxpayer to a foreign related party. The final regulations correctly reverse course from the proposed regulations and exclude from the definition of a base erosion payment a loss realized from the consideration provided to the foreign related party. That is, the term “base erosion payment” does not include the amount of built-in-loss because that built-in-loss is unrelated to the payment made to the foreign related party.

Changes not Made in the Final Regulations

A number of comments recommend expanding the Cost of Goods Sold exception, however, no changes to the COGS exception were made in the final regulations.

The final regulations do not provide any relief for passthrough payments to a foreign related party in connection with global services performed outside the United States or for third-party costs borne by a foreign related party. The preamble states that there is no indication that Congress intended to create a broad services exception. The final regulations also do not adopt the recommendation to specifically exclude payments that are priced based on the profit split method. The preamble states that the BEAT provisions are applied after the general application of U.S. federal income tax law, leaving open the application of such principles as conduit, substance over form, common law agency and the reimbursement doctrine.

Numerous comments recommended the netting of income and expenses. The preamble states that the Treasury Department and the IRS have determined that it is appropriate to retain the approach in the proposed regulations that the amount of a base erosion payment is determined on a gross basis, except as provided in the BEAT Netting Rule and to the extent otherwise permitted by the code or regulations. The BEAT Netting Rule was adopted to ensure that only a single deduction is claimed with respect to each marked transaction. Under the BEAT Netting Rule the amount of the deduction that is used for purposes of the base erosion percentage test is a combination of all items of income, deduction, gain or loss on each marked transaction for the year. The final regulations also do not provide for a netting rule for related-party hedging transactions.

Comments recommended that the related party definition exclude related publicly traded companies or otherwise provide an exception for payments between publicly traded companies. The preamble states that the Treasury Department and the IRS determined that it is not appropriate to modify the statutory definition of a related party to exclude publicly traded companies.

The final regulations contain the same Service Cost Method exception contained in the proposed regulations. Comments requested an expansion of the SCM exception for research and experimentation services. The preamble, consistent with the statute, states that the SCM exception is available for all services that are typically low margin even if, in the context of a particular business, the service is a core competency of a business that may not satisfy the criteria in Treasury Regulation section 1.482-9(b)(5).

The final regulations do not include a subpart F, GILTI, or PFIC exception to base erosion payment status.

Base Erosion Percentage Test

The final regulations clarify that a transaction is disregarded when determining the gross receipts and base erosion percentage of an aggregate group if both parties to the transaction were members of the aggregate group at the time of the transaction, without regard to whether the parties were members of the aggregate group on the last day of the taxpayer’s taxable year.

When determining the base erosion percentage of an aggregate group, the base erosion tax benefits and deductions attributable to the taxable year of a member of the aggregate group that begins before January 1, 2018, are excluded.

Comments recommended that section 988 losses should not be excluded from the denominator of the base erosion percentage because excluding all section 988 losses is not consistent with the statute. The final regulations adopt this recommendation.

With-Or-Within Method

The final regulations adopt the “with-or-within” method to determine the gross receipts and the base erosion percentage of an aggregate group. Under this method, the determination of the gross receipts and the base erosion percentage of a taxpayer’s aggregate group is made on the basis of the taxpayer’s own taxable year and the taxable year of each member of its aggregate group that ends with or within the applicable taxpayer’s taxable year.

The newly issued proposed regulations contain rules clarifying how to take into account the changing composition of the aggregate group when applying the gross receipts test and the base erosion percentage test. Specifically, the newly issued proposed regulations provide that a taxpayer with a short year must use a “reasonable approach” that neither undercounts nor over-counts the gross receipts, base erosion tax benefits and deductions of the taxpayer’s aggregate group. In addition, when a member enters or leaves an aggregate group mid-year, the taxpayer determines its gross receipts and base erosion percentage by taking into account only the items occurring while a member was in the aggregate group. Rules are provided to allocate gross receipts, base erosion tax benefits and deductions between the groups in the case of an acquisition or disposition transaction.

Election to Waive Allowable Deductions

The newly issued proposed regulations provide that a taxpayer may forgo a deduction and that those forgone deductions will not be treated as a base erosion tax benefit if the taxpayer waives the deduction for all U.S. federal income tax purposes and follows specified procedures. This election would seem to follow from the statute’s definition of “base erosion tax benefits” as consisting of deductions “allowed” to the taxpayer. If a taxpayer elects to waive the deduction for BEAT purposes, it cannot claim the deduction for other tax purposes. However, the waiver is ignored for certain limited purposes (e.g., allocation and apportionment of expenses and determination of the taxpayer’s earnings and profits). The waiver applies only to the deduction and not to the underlying cost or expense. Thus, a waiver of any portion of a deduction associated with a particular cost or expense does not cause the corresponding portion of that cost or expense not to be a cost or expense.

The taxpayer can make the election on its original filed federal income tax return, an amended return, or during the course of an audit. Importantly, until the newly issued proposed regulations are final, a taxpayer can rely on the proposed regulations provided it meets certain procedural requirements. The election is made on an annual basis, and the taxpayer does not need the IRS’ consent to make (or not make) the election from year to year.

This election provides an important clarification requested by taxpayers and will offer needed relief for U.S. companies whose base erosion percentage is close to 3%. Giving up a small deduction to stay under the 3% limit could save a great deal of BEAT tax, particularly for a U.S. taxpayer that relies on the foreign tax credit to avoid double taxation of GILTI income, for example.

Treatment of Interest Expense

In general, any interest on which tax is imposed under section 871 or 881 and tax has been deducted and withheld under section 1441 or 1442 is not treated as producing a base erosion tax benefit. However, if an income tax treaty reduces the amount of tax imposed on the excess interest, the amount of base erosion tax benefit under this rule is reduced in proportion to the reduction in tax.

The regulations also provide detailed rules applicable to branches that allocate interest expense for computing effectively connected income.

A worldwide ratio can be applied to determine the amount of a U.S. branch’s interest expense paid to foreign related parties by reference to a worldwide ratio of interest expense (the “hypothetical section 1.882-5 interest expense”), rather than a worldwide ratio of liabilities. The preamble states that the final regulations do not adopt a fixed ratio or safe harbor for the worldwide interest ratio as suggested in comments because the actual worldwide interest ratio of an enterprise may vary significantly from one industry to another and from one taxpayer to another.

Interest expense determined in accordance with a U.S. tax treaty that is in excess of the amount that would have been allocated to the permanent establishment is treated as interest expense paid by the permanent establishment to the home office or another branch of the foreign corporation.

The final regulations reduce any base erosion tax benefit attributable to interest in excess of the hypothetical section 1.882-5 interest expense to the extent of the amount of the excess interest on which tax is imposed on the foreign corporation under section 884(f) and Treasury Regulation section 1.884-4, if the tax is properly reported on the foreign corporation’s income tax return and paid in accordance with the regulations.

Calculating the Base for the BEAT

Consistent with the proposed regulations, the final regulations apply the “add-back method” for calculating modified taxable income. Under the add-back method, the following items are added back into taxable income (1) any base erosion tax benefit with respect to any base erosion payment and (2) the base erosion percentage of any Net Operating Loss (NOL) deduction allowed under section 172. However, NOLs cannot reduce regular taxable income below zero. As a result, BEAT can apply even if there are available NOLs (and sometimes because the taxpayer has available NOLs) from taxable years beginning before January 1, 2018. The final regulations continue the harsh treatment of taxpayers with NOL carryovers unabated. However, regular taxable income can be a negative number as a result of current-year losses.

The taxpayer’s base erosion minimum tax amount and resulting liability are determined on a single-entity basis. In a change from the proposed regulations, the final regulations exclude alternative minimum tax credits from the calculation of regular tax liability for the purposes of section 59A.

Partnership Rules

The final regulations generally treat partnerships as aggregates rather than entities, with section 59A applied at the partner level and partners treated as engaging in transactions with each other rather than with the partnership. For example, a partnership’s issuance of a partnership interest to a foreign partner may be a base erosion payment if the foreign partner contributed depreciable property to a partnership with a related domestic corporate partner. Partnership interests are included in the non-exclusive list of examples of “consideration” that may constitute a base erosion payment. Thus, section 721 transactions are treated differently from section 351 transactions, which generally are excluded from being treated as base erosion payments. Furthermore, each contribution to a partnership is evaluated separately rather than being netted against contributions made by other partners (or other transactions involving the same partner), so even pro rata contributions to partnerships or distributions from partnerships may constitute base erosion payments. This adds a level of complexity (and potential income inclusion via operation of BEAT) to partnership transactions that previously had no U.S. federal income tax consequence. It is also questionable whether issuance of a partnership interest can realistically be called a “payment.”

The final regulations provide more clarity regarding the application of section 59A to specific partnership transactions. If property transferred to a partnership is depreciable or amortizable or results in a reduction of the gross receipts of a partner, each partner is treated as receiving its proportionate share of the property for the purposes of determining if the partner has a base erosion payment. If the property is transferred by the partnership, each partner is treated as transferring its proportionate share of the property. If a partner transfers a partnership interest, it is treated as transferring its proportionate share of the partnership’s assets. When a partnership transfers a partnership interest, each partner whose proportionate share of assets is reduced is treated as transferring the amount of the reduction.

Thus, a transfer to a partnership by a foreign related party before January 1, 2018, could not result in a base erosion payment. However, the acquisition of an interest in a partnership asset (including via the transfer of a partnership interest) on or after January 1, 2018, from a partnership that holds depreciable property and has a foreign related party as a partner whose interest in the asset is reduced, generally will be treated as a base erosion payment, whether or not the partnership has made a section 754 election. Gain or loss arising from the consideration used to make the payment does not affect the amount of deduction resulting from a payment; a payment from a partnership may result in a deduction even if the partnership incurs a gain on the transfer under general tax principles as a result of using built-in gain property as consideration.

These rules provide yet another reason for taxpayers to be careful in structuring partnerships with related U.S. and foreign partners.

If a series of payments or accruals with respect to a transaction that occurs over time, each payment or accrual is analyzed separately to determine if there is a base erosion payment. If a single payment results in base erosion tax benefits being allocated by a partnership to its partners over multiple years, the portion of the payment that is a base erosion payment is determined at the time of the payment, but the amount of the base erosion tax benefits will be determined based on the allocations by the partnership that occur each year.

If a distribution of property from a partnership to a partner causes an increase in the tax basis of property that continues to be held by the partnership or is distributed to a partner, the increase in tax basis for the benefit of a taxpayer that is attributable to a foreign related party is treated as if it were property that the taxpayer purchased from the foreign related party and placed in service when the distribution occurs.

Small partners are exempted from taking into account their distributive share of any base erosion tax benefits from a partnership for the taxable year if: the partner’s actual or constructive interest in the partnership represents less than 10 percent of the capital and profits of the partnership at all times during the taxable year, the partner is allocated less than 10 percent of each partnership item of income, gain, loss, deduction, and credit for the taxable year, and the partner’s actual or constructive partnership interest has a fair market value of less than $25 million on the last day of the partner’s taxable year.

Effective Date and Penalties

The final regulations generally apply to taxable years ending on or after December 17, 2018, but taxpayers may apply them in their entirety for prior taxable years. No penalties will apply to failures to comply with new reporting requirements on Forms 5472 and 8991 if such failures are corrected within three months of December 6, 2019.

Thus, taxpayers who filed tax returns for taxable years ending after December 17, 2018, (calendar year 2018, for example) and did not comply with the reporting requirements in the then‑proposed BEAT regulations now have until March 5, 2020, to refile those returns and comply with the new reporting requirements in order to avoid possible penalties.

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.

© Fenwick & West LLP | Attorney Advertising

Written by:

Fenwick & West LLP
Contact
more
less

Fenwick & West 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.