Greater Scrutiny on Foreign Inbound Investments: Update on the Foreign Investment Risk Review Modernization Act of 2018

by Dorsey & Whitney LLP

Dorsey & Whitney LLP

After months of deliberation, Congress has passed the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) as Title XVII in the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (“2019 NDAA”).  President Trump signed the 2019 NDAA into law on Monday, August 13.

FIRRMA is compromise legislation between the Senate and the House that attempts to address perceived weaknesses in existing federal law regarding review and approval of foreign investments that may implicate U.S. national security.  FIRRMA will likely have broad effects on foreign investment in the United States generally and will especially impact Chinese investments.

Background of CFIUS

FIRRMA amends significantly Section 721 of the Defense Production Act of 19501 (“Section 721”) which authorizes the President to investigate, suspend or prohibit any transaction resulting in control of a U.S. business by a foreign person where the President determines such transaction threatens to impair U.S. national security and no other adequate means are available to address the identified threat.  Since 1988, Section 721 has governed the work of the Committee on Foreign Investments in the United States (“CFIUS”), a federal interagency committee.  CFIUS is comprised of cabinet-level executive officers from the Departments of the Treasury, Homeland Security, Commerce, Defense, State, Justice, and Energy.  The Secretary of Labor and Director of National Intelligence also have roles in CFIUS as nonvoting, ex officio members. 

Under Section 721 and the pre-FIRRMA regulations (“Regulations”),2  the President already has vast power to investigate and to prevent, amend or even dissolve and reverse a transaction covered by Section 721.  A “covered transaction” under the Regulations means “any merger, acquisition, or takeover … by or with any foreign person which could result in foreign control of any person engaged in interstate commerce in the United States.”  This broad definition effectively captures all foreign investments or acquisitions that could lead to a change in control of a U.S. company.  Importantly, “control” is defined as “the power, direct or indirect, whether or not exercised, through the ownership of a majority or a dominant minority of the total outstanding voting interest in an entity, board representation, proxy voting, a special share, contractual arrangements, formal or informal arrangements to act in concert, or other means, to determine, direct, or decide important matters affecting an entity.”3  The Regulations also provide an extensive list of factors that CFIUS may consider when determining if the transaction will result in foreign control of a U.S. company.

The majority of cases reviewed by CFIUS begin when the transaction parties submit a joint voluntary notice to CFIUS asking for such a review and clearance under the Regulations.  Under the pre-FIRRMA rules, once a voluntary notice was submitted, CFIUS had a 30-day “review” period to raise any questions from its member agencies.  At the end of that initial 30-day review period, CFIUS could have either allowed the transaction to proceed as the parties intended or moved the transaction into a further 45-day “investigation” period.  During that investigation period, CFIUS could have continued to request additional information from the parties and could have requested an actual meeting.  If, at the end of the 45-day investigation period, CFIUS had not reached a determination, then it would have recommended to the President whether to allow the transaction to proceed.  The President then had an additional 15 days to make a final determination.  While almost all notified transactions reached a final disposition within the 45-day investigation period, the whole process under the pre-FIRRMA rules could have potentially taken 90 days after the parties had filed their voluntary notice.

Significant Changes after FIRRMA

Filing Fees Authorization.  Since 1988, the Department of the Treasury has not charged any filing fee or processing charge to handle a CFIUS notice filing despite the many hours of government personnel time needed to manage such a filing and the obvious financial gain that the parties hope to achieve through the transaction.  In FIRRMA Section 1723, Congress did not mandate a filing fee but has now authorized CFIUS, at its discretion, to add to the Regulations the requirement for such a filing fee.  If CFIUS were to decide to require a filing fee, Congress has stipulated that such a fee may not exceed an amount equal to the lesser of (a) one percent of the value of the transaction or (b) $300,000, adjusted annually for inflation.  It is not clear whether the Administration will use this authority, but, since the number of such filings is expected to rise due to the increased jurisdiction of CFIUS over more transactions, the imposition of such fees might help to offset the costs of the likely additional staff that the Treasury Department and other agencies may now need to handle that higher volume of cases.

Expanded Jurisdictional Scope.  FIRRMA amends the threshold definition of “covered transactions.”  FIRRMA Section 1703(a)(4) specifically adds the following categories of transactions by foreign persons that are subject to review by CFIUS:

  • Section 1703(a)(4)(B)(ii) will cover real property transactions that relate to any real estate “located within, or [that] will function as part of, an airport or maritime port” in the United States;
  • Real property transactions (that is, both sales and leases) relating to property4 that either is “in close proximity” to any military or other national security installations or allows spying on such locations, although the definition of “close proximity” in this context will not be specified until CFIUS adopts new implementing regulations later this year5;
  • “Any other investments” in an unaffiliated U.S. enterprise that “owns, operates, manufactures, supplies, or services critical infrastructure”; “produces, designs, tests, manufactures, fabricates, or develops” critical technologies; or “maintains or collects sensitive personal data of U.S. citizens”; and
  • Any change in rights of a foreign person in a U.S. business that results in a change in control of the U.S. business or an unaffiliated business that relates to “critical infrastructure,” “critical technology,” or the storage of sensitive personal data listed above.

Evasion or Circumvention.  FIRRMA Section 1703(a)(4) also includes a catch-all clause that captures all other transactions that are “designed or intended to evade or circumvent” the CFIUS jurisdiction over “covered transactions.”

“Critical Technologies” Definition.  FIRRMA Section 1703(a)(6) amends the definition of “critical technologies” to specifically adopt the definitions in the current Regulations, which include items that are subject to export controls (e.g., the U.S. Munitions List under the International Traffic in Arms Regulations; the Commerce Control List under the Export Administration Regulations; nuclear materials regulated by the Department of Energy or the Nuclear Regulatory Commission, etc.).  In addition, Section 1703(a)(6) identifies “[e]merging foundational technologies” as a new and separate category of “critical technology” that could trigger a CFIUS review.  (This provision is a cross-reference to the new export control provisions that separately appear in the 2019 NDAA, which will cause new legal changes to the Export Administration Regulations (“EAR”) administered by the Bureau of Industry and Security (“BIS”) in the U.S. Department of Commerce.)

Mandatory “Declarations”.  Another major change to the CFIUS process is to reduce somewhat the reliance on voluntary notices by the transaction parties and, for the first time since CFIUS was put into operation in 1988, to require mandatory “declarations” for certain types of transactions.  Such “declarations” to CFIUS will now be required in any “investment that results in the acquisition, directly or indirectly, of a substantial interest in a United States business … by a foreign person in which a foreign government has, directly or indirectly, a substantial interest.”6  Such required declarations are intended to compel notifications to CFIUS of transactions where it is likely the foreign party is significantly influenced by a foreign government.

Declarations differ from the current system of notice filing in a number of ways.  First, as previously mentioned, the CFIUS notice filing process has historically been mostly a voluntary system, but now, under FIRRMA, certain covered transactions will require the parties to submit a “declaration.” Second, such declarations are intended to be significantly shorter than full standard notice filings (Congress has recommended that such a required “declaration” be no longer than five pages) and provide CFIUS with only the most basic information regarding the transaction, while, in contrast, a typical joint voluntary notice filing might exceed 40 pages of text with dozens or even hundreds of pages of exhibits.  The Congressional intent is that the declaration process might allow CFIUS to make an abbreviated (and faster) initial check of certain transactions that can be resolved within the initial “review” period.  However, CFIUS could also potentially respond to such a “declaration” filing by indicating to the parties that such a truncated declaration does not provide enough information to CFIUS to make a proper informed decision, and so CFIUS could just direct the parties to move on to a full notice filing.  Such a reaction would then require the parties to begin a new and additional initial “review” period (and, potentially, an additional “investigation” period as well, which could significantly lengthen the total process in some cases involving foreign government-related transactions).

Extended Timeline.  FIRRMA also extends the voluntary notice filing timeline with CFIUS, since a major concern about the pre-FIRRMA procedures was that the previously set Congressional deadlines within CFIUS were deemed to be too short and did not allow enough time for considered judgments to be made in complex international transactions.  Under FIRRMA, the initial 30-day CFIUS review period will now be extended to 45 days followed by, if necessary, a 45-day investigation period.  Notably, FIRRMA also permits CFIUS to tack on another additional 15 days to that investigation period under “extraordinary circumstances,” which has yet to be fully defined.  Following such a 15-day extension, if the matter is referred to the President, another 15-day period will commence to allow the President to make the final decision.  Thus, these changes will now collectively extend the entire CFIUS process from a maximum 90 days before FIRRMA to potentially 120 days after FIRRMA if CFIUS chooses to use all its statutorily granted days once a voluntary notice is filed.  Furthermore, FIRRMA also adds a new provision that allows for the tolling of these deadlines if there is a lapse in CFIUS appropriations by Congress (for example, due to a temporary government shutdown).

Judicial Review.  Whereas the pre-FIRRMA Section 721 did not provide for any judicial review of CFIUS decisions, FIRRMA Section 1715 now expressly allows the judicial review of CFIUS decisions through a civil action filed directly in the U.S. Court of Appeals for the Federal Circuit.  This FIRRMA provision specifically authorizes that court to review ex parte and in camera any classified information or privileged materials to resolve disputes over the disclosure of such material in such an action.

Special CFIUS Reports on Chinese Investment Activity.  FIRRMA Section 1719(b) also adds a new biannual CFIUS reporting requirement that is specifically directed at investments from China.  The new reporting requirement relates to all “foreign direct investment transactions made by entities of the People’s Republic of China,” regardless of whether those Chinese parties are purely private or are affiliated in any way to a state-owned enterprise or the Chinese government.  The requirement specifically asks for CFIUS to provide Congress with breakdowns by industrial sector, list of companies invested in by the Chinese government, information on affiliates in the United States, and an analysis of any relationship between investments and China’s “Made in China 2025” national industrial policy.7

Implications for Future Foreign Investments in the United States

FIRRMA will likely be a watershed development in the field of future foreign direct investments or acquisitions in the United States in several visible ways: 

  • The new law codifies the trend towards covering all foreign transactions that involve properties judged to be proximate to “sensitive” installations, going beyond just military bases or Department of Energy facilities to include, for instance, real estate that is within every U.S. airport and seaport, such as the commercial lease of a large container terminal to a foreign-owned shipping company.  More than ever before, foreign investors and U.S. companies will need to weigh the precise location of the U.S. real property that may be affected by or involved in such investment transactions and to take into careful consideration the proximity of such property to such military or other critical facilities;
  • FIRRMA significantly expands the scope of “covered transactions” to include other types of investments that would not necessarily confer actual legal control over a U.S. business but would nonetheless provide opportunities for the foreign person to access “critical infrastructure” or “critical technologies.”  This expanded definition reflects public concern that foreign investments and acquisitions in the United States are allowing potential adversaries to conduct economic espionage or other adversarial activities by other covert means.  The pre-FIRRMA law exempted investments that were below a de minimis 10% ownership threshold (Regulations Section 800.302), being mainly concerned with actual foreign control or influence over a U.S. company.  The new changes in scope made through FIRRMA will likely now affect many more equity investments that potentially confer access to “critical technologies” but that involve no issues as to foreign “control” of the U.S. business at all;
  • Under the pre-FIRRMA Section 721, Congress had denied the federal courts any statutory jurisdiction to hear cases that challenged the President’s “action” to “suspend or prohibit any covered transaction” or the President’s findings that supported such action.  The statute was silent, however, regarding other aspects of the CFIUS process.  The 2014 Ralls8 case in the D.C. Circuit determined that federal courts could entertain a very limited challenge under the Administrative Procedure Act and the Constitution’s Due Process Clause and required CFIUS to disclose to the parties any non-privileged, unclassified evidence that it had considered in its decision to allow some potential rebuttal.  However, since the bulk of evidence considered by CFIUS is likely privileged or classified (or both), that 2014 decision offered little practical value to most dissatisfied parties.  FIRRMA Section 1715 now affirmatively grants the power of judicial review through a civil action filed in a single federal court, the U.S. Court of Appeals for the D.C. Circuit.  The FIRRMA changes also allow this court to accept and consider classified or otherwise confidential evidence on an ex parte basis and in camera.  
  • The reporting requirement on future Chinese investment in the United States under Section 1719(b) is what remains in the FIRRMA compromises of the main motivation that had propelled FIRRMA’s passage in the first instance, which was growing concern about the role and effect of Chinese investments in virtually all sectors of the American economy, especially in advanced technologies such as telecommunications and artificial intelligence.  Although FIRRMA does not target Chinese investments specifically for any more stringent CFIUS reviews and investigations, the required reports by CFIUS to Congress every two years may yet provide fuel for future legislative action against further Chinese investments.  From the perspective of Chinese investors who might still wish to pursue opportunities in the U.S. market and for American enterprises yet eager to attract such Chinese investments, however, this reporting requirement may seem preferable to the alternative that President Trump had previously suggested in some of his earlier public statements (i.e., unilateral executive action simply to block most Chinese investments outright, especially those by Chinese state-owned enterprises).

The Department of the Treasury should be announcing its new CFIUS regulations to implement FIRRMA within 180 days, and it is likely the Administration will not wait that long to issue its new proposed rules.  Both U.S. companies and foreign investors should be on alert for those new proposed rules to be published in the Federal Register in the coming months and should file comments and suggestions about those proposals if they appear to unduly burden international investments without commensurate benefit to enhance U.S. national security.

1 50 U.S.C. § 4565.
2 Regulations Pertaining to Mergers, Acquisitions and Takeovers by Foreign Persons, 31 C.F.R. Part 800.
3 1 C.F.R. § 800.204. 
4 The purchase, lease or concession of real estate are all treated equally and could be considered under FIRRMA Section 1703(a)(4)(B)(ii) to be a “covered transaction,” but there is an ostensible exclusion in Section 1703(a)(4)(C) for a “single ‘housing unit’” or “real estate in ‘urbanized areas.’”  It will remain to be seen under the new CFIUS regulations how that exclusion would or would not affect a foreign person’s (or even a foreign government official’s) purchase of, say, a large house that may be within a mile or even within a few blocks from the front gate of a major military facility if the motivating concern in FIRRMA is whether such a private property could be used to conceal electronic surveillance equipment that could seek to spy on the military activities of such a facility.
5 Notably, for nearly a decade, CFIUS has used a 50-mile (approximately 80.5 km) radius rule in measuring the proximity of a target company’s office, factory or other facility location in relation to any U.S. military or Department of Energy facility.  Whether that current metric will remain the legal standard under the new regulations will be a key factor in assessing the increased scope of CFIUS jurisdiction under FIRRMA.
6 50 U.S.C. 4565(b)(1)(C)(v)((IV)(bb)(AA).
7 This new CFIUS reporting requirement to Congress mirrors to a certain extent a similar requirement that the U.S. Secretary of Defense must submit an annual report to Congress (in both classified and unclassified forms) on military and security developments involving the People’s Republic of China.  Section 1246 of the National Defense Authorization Act for FY 2010, P.L. 111-84, amending Section 1202 of the National Defense Authorization Act for FY 2000, P.L. 106-65.  Each such report by the Secretary must address numerous subjects about the path of military and security developments in China, military organizations and operational concepts supporting such developments, U.S.-China security engagement and cooperation, and military-to-military contacts.
8 Ralls Corp. v. CFIUS, 758 F.3d 296, 317-21 (D.C. Cir. 2014).
9 Interestingly, the D.C. Circuit includes some judges who already are equipped and experienced to handle cases involving national security information under the Foreign Intelligence Surveillance Act (“FISA”), but Section 1715(4) expressly provides that the “use of information” provisions in FISA will not apply to any civil action brought to challenge a CFIUS ruling under Section 1715.


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.

© Dorsey & Whitney LLP | Attorney Advertising

Written by:

Dorsey & Whitney LLP

Dorsey & Whitney LLP on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at:

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit
  • New Relic - For more information on New Relic cookies, please visit
  • Google Analytics - For more information on Google Analytics cookies, visit To opt-out of being tracked by Google Analytics across all websites visit This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at:

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.