Focus on Private Equity - October 2014

McDermott Will & Emery
Contact

In This Issue:

Proposed EU Merger Review of Non-Controlling Minority Shareholding Acquisitions: Challenges and Opportunities for Private Equity

IPO Market Offers Attractive Exit Alternative for Sponsor-backed Companies

Proposed EU Merger Review of Non-Controlling Minority Shareholding Acquisitions: Challenges and Opportunities for Private Equity
by Jacques Buhart and Andrea L. Hamilton

At present, the EU Merger Regulation [Council Regulation (EC) No 139/2004] (the Merger Regulation) gives the European Commission (the Commission) jurisdiction to review transactions that lead to a change in control.  However, a recently proposed plan to reform the Merger Regulation could expand the scope of transactions subject to prior notification.  For the first time, minority shareholding acquisitions that do not lead to a change in control could be subject to prior notification to the Commission. 

The proposed expansion of the Merger Regulation’s jurisdiction could significantly impact businesses, in particular private equity firms.  Understanding the proposed reforms is critical to meaningful participation in the policy debate and to determining how best to manage the challenges it presents.

Why Amend the EU Merger Regulation?

The Commission has an extensive “tool kit” to regulate anticompetitive conduct.  Its tools include the Merger Regulation, which enable the ex ante review of transactions that result in a “change of control”. (Transactions must meet specific jurisdictional thresholds based on the parties’ worldwide and Community turnover.)  Other tools include Articles 101 and 102 of the Treaty on the Functioning of the European Union (TFEU), which prohibit anticompetitive agreements and the abuse of a dominant position, respectively.  

There are no specific tools designed for the review of non-controlling minority shareholding acquisitions, but the Commission is not without options to regulate them.  The Court of Justice of the European Union confirmed that the Commission can use Articles 101 and/or 102 TFEU to review minority shareholding acquisitions, but these tools have rarely been used.  (See Case 142 and 156/84 British-American Tobacco Company Ltd and R. J. Reynolds Industries Inc. v. EC of the European Communities, [1986] ECR 1899.)  The Commission can also review minority stakes already held by parties to transactions that require notification under the Merger Regulation concerning a separate acquisition of control, and in some cases has required the divestment of a pre-existing minority stake as a condition for clearing the separately notified transaction.  (See Case M. 3653 Siemens/VA Tech (July 13, 2005); See also Case M. 3696 E.ON/MOL (December, 21 2005).)

Despite its available tools, the Commission has expressed concern that its inability to review ex ante non-controlling minority shareholding acquisitions has created an “enforcement gap.”  Following a public consultation in 2013, the Commission concluded that it required additional tools to enable it to regulate ex ante non-controlling minority shareholding acquisitions.  This led to the current proposed reforms to the Merger Regulation. 

Proposed Amendments: Attempting to Close the Enforcement Gap

The current proposed reforms are detailed in a white paper issued on July 9, 2014, which covers non-controlling minority shareholding acquisitions and other proposed refinements to the Merger Regulation.  A white paper is typically a blueprint for future legislative reform. 

With respect to non-controlling minority shareholding transactions, the white paper intends to subject only those transactions that create a “competitively significant link” to advance notification.  These are defined as minority shareholdings in direct competitors or vertically-related companies where the parties meet certain revenue thresholds and the acquired stake is:

  • Approximately 20 percent or
  • Between 5–20 percent, if it is combined with additional factors, such as a de facto blocking majority, a seat on the board of directors or access to the target’s commercially sensitive information

The combination of a shareholding and “plus” factors is similar to the approach taken in the EU Member States that review non-controlling minority shareholding acquisitions, including Germany, the United Kingdom and Austria, but the Commission’s proposal has a broader reach.

Under the Commission’s proposal, parties to a transaction resulting in a “competitively significant link” would be required to submit an information notice to the Commission.  This submission would be made public in order to alert third parties to the proposed transaction.  The parties would then be subject to a waiting period of 15 working days, during which they would not be able to close their transaction.  The Commission would use that initial period to decide whether to challenge the transaction, and the EU Member States could decide whether to seek a referral to review the transaction themselves.

If the Commission decides to investigate the transaction during the initial 15 working days, the parties would be obliged to file a full, detailed merger notification, which would be followed by a waiting period during which the transaction could not be closed.  In any event, after the first 15 working days, the Commission would retain the right to initiate a review of the transaction during a subsequent period of 4 to 6 months, regardless of whether the parties closed the transaction.  The Commission has not yet specified the procedural details that will apply to investigations commenced during the four to six month period.  However, the Commission has suggested that it could impose a “stand-still” obligation for any part of the transaction that has not been closed to ensure the effectiveness of the Commission’s ultimate decision under the Merger Regulation.

Challenges and Opportunities for Private Equity

Private equity firms are already subject to advance notification and approval of certain non-controlling minority shareholding transactions in certain European jurisdictions (Germany, Austria and the United Kingdom) and worldwide (e.g., the United States and Japan). For example, in the United States, the acquisition of voting securities valued at more than $75.9 million (adjusted annually) may need to be notified to the antitrust authorities, even if there is no change of control (which is defined narrowly under the relevant rules).  This means that all transactions above this threshold may be subject to antitrust review, regardless of the level of influence the buyer acquires.  A narrow safe harbour, however, exempts the acquisition of up to 10 percent of a target’s shares from antitrust review if the shares are held passively for investment purposes.   

The Commission’s proposal, however, reaches acquisitions as small as 5 percent, and thus has a potentially broader reach than other jurisdictions that review minority shareholding acquisitions.  This creates challenges that may particularly impact private equity firms—and, correspondingly, may create risks that beneficial investments will be foregone. 

First, private equity firms are more likely to be impacted than others by the Commission’s proposed reforms because their business models more often involve non-controlling, strategic acquisitions.  Although the Commission’s proposal involves a “lighter” information notice than for acquisitions of controlling shareholdings, it still requires information and analysis of the markets at issue and, therefore, may involve additional costs.  The increased transactional costs of a minor investment may make the investment less attractive for private equity.

Second, the Commission’s proposal also entails a mandatory 15-day waiting period and publication of the transaction.  Private equity firms often rely on confidentiality prior to closing a transaction in order to gain a competitive advantage.  The potential for premature disclosure, combined with a waiting period of 15 working days during which the transaction could not be closed, could place this competitive advantage at risk.

In addition, even after expiry of the initial 15 working days, there would still be a 4 to 6 month period during which the Commission would be able to launch an investigation into the acquisition of the non-controlling minority acquisition and order that the incomplete steps of the transaction be suspended in the meantime.  This could have the effect of deterring investors—especially if they are looking for legal certainty—because, even if they close their transaction, they will still have to wait four to six months until they know definitively whether the Commission will or will not investigate the transaction. 

These challenges show that private equity firms have much at stake in this reform.  However, awareness of these challenges creates opportunities as well.  Notably, an appropriately tailored voluntary notification system with a reasonable, limited review period could enable private equity firms to obtain greater legal certainty for their non-controlling minority shareholding acquisitions.  Such a system could thus promote productive and efficient investment.  Yet, at the present time, the proposed reforms, as currently structured, could actually decrease legal certainty. 

Nevertheless, the proposed reforms remain in an early stage, as of the date of this article, and it may be several months before they take concrete shape.  This provides an opportunity for private equity firms to engage in the regulatory and political process, in which they can advocate reforms that create greater legal certainty without introducing procedures likely to deter investment.
For example, a better outcome for private equity firms could still be realized through the reform process, in particular through the resolution of issues surrounding the proposed reforms’ broad jurisdictional reach, the notification process, confidentiality and the open-ended review period after the first 15 working days.  By working with the Commission and engaging in the subsequent political debate, it is still possible to both serve the Commission’s objective of closing the enforcement gap, while not chilling productive investment.

Conclusion

Ultimately, the proposed reforms to the Merger Regulation concerning non-controlling minority shareholding acquisitions are likely to create additional—and generally unwelcome—burdens for private equity firms, and may well discourage beneficial investment in Europe from some of the most active investors.  This would be an unfortunate consequence of reforms designed ultimately to catch only a very narrow category of non-controlling minority shareholding acquisitions.  Private equity firms need to engage in the legislative process to ensure that the reforms ultimately adopted are structured in a way to guarantee legal certainty and encourage investment.

IPO Market Offers Attractive Exit Alternative for Sponsor-backed Companies
by Joel L. Rubinstein and Evan Konstantinou

Since 2012, the U.S. initial public offering (IPO) market has once again offered a robust option for private equity sponsors seeking to exit portfolio company investments.  There were more than 100 IPOs of sponsor-backed companies in 2013, and 2014 is on track to match that total.

A viable IPO market allows a sponsor to conduct a “dual-track” process by pursuing an IPO, while at the same time conducting a private auction to sell the portfolio company.  Many sponsors believe that the existence of the IPO alternative serves as an incentive for potential buyers in the auction to move more quickly and bid up the price.  When an IPO is viewed as the preferred option, such as when the sponsor believes that the company is being undervalued by potential buyers or the sponsor otherwise wishes to benefit from the company’s future growth in the public markets, the dual-track process allows the sponsor to protect itself from the fickleness of the public markets by keeping the sale option on the table.

While an IPO offers the potential for greater returns in the long-term than a sale, sponsors must carefully manage the dual-track process and make sure the proper structure is in place in order to be in the position to obtain the maximum benefit from an IPO.

Managing the Dual-track Process

One of the historical considerations that companies have had in pursuing IPOs as part of a dual-track process is that they were required to publicly file their registration statements, including sensitive financial information, at the outset of the process when the ultimate success of the offering is uncertain.  The recently enacted Jumpstart Our Business Startups Act (the JOBS Act) has made the dual-track process more attractive.  Under the JOBS Act, companies that qualify as emerging growth companies (EGCs) may confidentially submit their registration statements for review by the staff of the Securities and Exchange Commission (SEC) and maintain that confidentiality until just 21 days before they launch the offering.  While a sponsor-backed company conducting a dual-track process may still consider making a public announcement of the submission of the registration statement so that the broadest set of potential buyers in the concurrent sale process are made aware of the IPO alternative, the contents of the registration statement can remain out of the public eye until the company decides to choose the IPO path.

In addition, the JOBS Act allows EGCs to test the waters for their potential IPOs by engaging in oral or written communications with qualified institutional buyers (QIBs) and other institutional accredited investors before or after the initial filing of a registration statement in order to gauge investor interest in a proposed offering.  Before the JOBS Act, oral communications with potential investors prior to the filing of a registration statement and written communications other than the prospectus, even after the filing of a registration statement, could have been considered impermissible “gun jumping.”  In the context of a dual-track process, this meant waiting until late in the IPO process to commence the sale process.  With the ability to test the waters, EGCs can begin the sale process at an earlier stage.

Putting the Proper Structure in Place

When structuring their investments in companies that are going public, sponsors must strike a balance between maintaining controls that will allow them to continue to make or influence certain decisions of the company following the IPO against the potential that a company with such controls in place may be perceived by the non-controlling stockholders as having less value to them, resulting in underperformance of the stock in the market.

When a sponsor or group of sponsors will continue to own more than 50 percent of the company’s stock following the IPO, the most basic question is whether the company will take advantage of the controlled company rules of the stock exchanges, which provide an exception to the general requirement that a majority of the board and certain board committees be independent (although the audit committee of the board will still need to be comprised of at least three independent directors).  Unsurprisingly, Institutional Shareholder Services and other investor advocates disfavor controlled companies, especially if the control results from a dual-class stock structure.  Nevertheless, sponsors often take advantage of the controlled company exemptions under stock exchange rules.  When controlled company status is conferred by virtue of a group of sponsors banding together in a club deal to vote for each other’s director nominees, the sponsors likely will be consider a “group” under SEC rules, resulting in increased reporting obligations and restrictions. 
Sponsors who seek to maintain a representative on the board of directors without entering into a voting agreement and triggering group status may, instead, put in place a three-class staggered board, with the sponsor-nominated directors in the class expiring at the third meeting following the IPO.  This would at least ensure that these directors would remain on the board for the initial three-year period.

Sponsors may also wish to continue to have certain control rights, such as the ability to nominate board members even if their share ownership dips below a majority, as well as negative covenants requiring their approval over certain corporate decisions.  Rights to approve certain corporate decisions are often viewed as important, even if a majority of directors are elected by the sponsor, because the directors have fiduciary duties to all of the company’s shareholders, not just the sponsor, whereas the sponsor generally can act in its own self-interest when exercising veto rights.  When such rights stay in place, they often exist until the sponsor’s shareholdings dip below a specified level.

Sponsors also need the ability to liquidate the shares they continue to hold in the portfolio company following the IPO.  Registration rights give sponsors the ability to have their shares registered with the SEC for resale following the IPO, so that the sponsor can sell shares in underwritten offerings or in non-underwritten offerings where the amounts to be sold exceed the volume limitations imposed by SEC rules for unregistered sales by company affiliates.  In addition, in order to give a sponsor the ability to sell large stock positions, sponsors often have the portfolio company opt out of Section 203 of the Delaware General Corporation Law, which imposes future restrictions on a buyer who acquires 15 percent or more of a company’s stock, unless the acquisition is approved by the company’s board or stockholders.  Sponsors also should consider potentially distributing the shares they hold to their limited partners instead of selling the shares themselves, to the extent permitted by their fund documents.  A number of issues are raised by such distributions, which should be carefully considered.

Other continuing rights may include tag-along, drag-along and other rights among a group of large shareholders, which are put in place in order to coordinate orderly exits.  These rights may also trigger group status under SEC rules and, therefore, should be structured carefully. 

Sponsors also often have the company going public waive the corporate opportunity doctrine so that their director representatives on the board may avoid situations where these directors will have a conflict of interest in deciding whether to allocate a corporate opportunity to the sponsor or the company.

Sponsors should also address any monitoring or similar fee arrangements they have in place with the portfolio company to determine if they continue or are terminated and, if terminated, whether a fee is payable upon termination.  These fees have proven controversial recently, with one labor union waging a public battle against payment of such fees to a particular sponsor, and they may have other regulatory consequences.

Tax structuring must be considered carefully as part of the process, including potentially putting in place a tax receivable agreement or implementing a so-called Up-C structure, where appropriate.

The matters discussed above are only some of the issues sponsors must consider when their portfolio companies proceed down the IPO path.  While the IPO process is complex and requires close coordination with the company’s lawyers and bankers, sponsors will continue to pursue the IPO path for their portfolio companies if they believe that it offers a significantly greater potential return than a sale process.

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.

© McDermott Will & Emery | Attorney Advertising

Written by:

McDermott Will & Emery
Contact
more
less

McDermott Will & Emery 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.