Recent Cases Restrict Issuers' Ability to Avoid Paying Premiums

by White & Case LLP

White & Case LLP

Indentures governing high yield and investment grade notes typically provide for a make-whole or other premium to be paid if the issuer redeems the underlying notes prior to maturity. The premiums are intended to compensate the investor for the loss of the bargained-for stream of income over a fixed period of time.1 Generally, though, under New York law, a make-whole or other premium is not payable upon acceleration of notes after an event of default absent specific indenture language to the contrary. However, in the Second Circuit's seminal 1982 decision in Sharon Steel, the court crafted an exception to this rule by holding that a make-whole premium was payable where the issuer's voluntary actions led to the event of default.

Since Sharon Steel, district courts in the Second Circuit have interpreted this exception to apply only where it was shown that the issuer had a bad-faith intent to avoid payment of the make-whole premium, i.e., the issuer defaulted to avoid the premium rather than for a legitimate business reason. However, two recent federal cases involving indentures governed by New York law, more closely following the ruling in Sharon Steel, did not require a showing of bad faith or intent to avoid paying the premium. Instead, these decisions focused on the voluntary nature of the issuer's actions and held that, in those cases, the issuer could not limit noteholder remedies (and its repayment obligation) to principal and interest. In Wilmington Savings Fund Society, FSB v. Cash America International, Inc.2 ("Cash America"), decided by the U.S. District Court for the Southern District of New York (the "Southern District"), the court applied Sharon Steel to require a make-whole payment where the issuer violated the covenant in the indenture prohibiting transfers of assets. In In re Energy Future Holdings Corp.3 ("EFIH"), the U.S. Court of Appeals for the Third Circuit (the "Third Circuit") held that an issuer that voluntarily filed for bankruptcy could not avoid the make-whole premium upon an advantageous refinancing of the notes. These decisions should limit the ability of issuers to avoid make-whole payments when it is the issuer's action that triggers a default.

The Cash America Case

In 2013, Cash America International, Inc. ("Cash America") issued US$300 million of 5.75% Senior Notes due 2018 under an indenture, which, in relevant part, provided that:

  1. subject to certain exceptions, Cash America could not sell or otherwise dispose of property exceeding 10% of the company's "Consolidated Total Assets";
  2. a breach of the prohibited transaction covenant constituted an event of default and, in that event and absent a bankruptcy, the trustee may, but was not required to, accelerate the notes and "declare the principal and accrued interest" to be immediately due and payable;
  3. Cash America had the option to redeem the notes prior to maturity at a price that included a "makewhole" premium; and
  4. the trustee could pursue any remedy available to "collect the payment of principal of and interest on the [notes] or to enforce the performance of any provision of the [notes] or the [indenture]."

In November 2014, Cash America spun-off the wholly-owned subsidiary that conducted its substantial ecommerce business. After the spin-off, Wilmington Savings Fund Society, FSB ("Wilmington"), the indenture trustee, sued to seek specific performance of the redemption provisions, seeking principal and accrued and unpaid interest, plus the make-whole premium.

The Southern District Decision

The Southern District granted summary judgment to Wilmington.4 As an initial matter, the court first determined that Cash America breached the indenture by effecting the spin-off transaction.

The Southern District then analyzed the remedies available to noteholders–specifically, whether noteholders could recover the make-whole premium even though Cash America did not opt to redeem the notes. Cash America argued that upon an event of default, the noteholders’ sole remedy is to accelerate repayment, in which case noteholders would be entitled to principal and accrued interest, but not the make-whole premium. Cash America further asserted that the optional redemption clause is intended to be used exclusively by the company in the event it decides to redeem the notes early, rather than by the noteholders seeking specific performance. The trustee argued, however, that noteholders should be paid the make-whole premium as the breach was the result of "optional" actions taken by the company.

Citing Sharon Steel, the Southern District agreed with the trustee. In its ruling, the court focused on (1) the voluntary nature of Cash America's breach (i.e., Cash America chose to pursue the prohibited transaction) and (2) that the acceleration clause was not exclusive and the noteholders could seek any remedy provided by the indenture.5

In reaching this conclusion, the Southern District specifically rejected the argument that the Sharon Steel exception required a finding of bad-faith or intent to avoid the premium.6 First, the court noted that Sharon Steel itself contained no holding as to intent, and that such a holding would have made no sense given the procedural posture of the issues there on appeal. Rather, the intent "requirement" had arisen only in dicta in lower court cases citing Sharon Steel. As important, the court found it unlikely that the Second Circuit in Sharon Steel would have introduced into the contract damage analysis the factual issue of subjective intent or bad faith, which concepts generally do not apply to ordinary contract damages. Finally, the Southern District rejected Cash America's argument that this interpretation of Sharon Steel would destroy the application of acceleration provisions in indentures, noting that parties have the ability to contract around the application of Sharon Steel.

The EFIH Case

In 2010, Energy Future Intermediate Holding Company LLC and EFIH Finance Inc. (collectively, "EFIH") issued US$4 billion of secured first-lien notes under an indenture (the "First Lien Indenture"). The First Lien Indenture provided that EFIH could make an optional redemption of the first-lien notes prior to December 15, 2015, at a price that included a make-whole premium. The First Lien Indenture also provided that, if EFIH files bankruptcy, the first-lien notes are automatically accelerated and become due and payable immediately, but also provided that a majority of holders could rescind the acceleration. In 2011-12, EFIH issued two series of secured second-lien notes under an indenture (the "Second Lien Indenture" and, together with the First Lien Indenture, the "EFIH Indentures"). The Second Lien Indenture contained similar make-whole and acceleration provisions to the First Lien Indenture. However, the Second Lien Indenture provided that "all principal and premium, if any," as well as interest and other monetary obligations became due and payable if EFIH files bankruptcy.

In 2014, EFIH and other members of its corporate family filed chapter 11 bankruptcy petitions in Delaware Bankruptcy Court, after disclosing in securities filings its proposal to file for bankruptcy and to refinance the first-lien and second-lien notes without paying the make-whole premiums that would be due in a refinancing outside of bankruptcy. Once in bankruptcy, EFIH sought to refinance the notes and asked the Bankruptcy Court for leave to borrow funds for the refinancing. In response, the trustees under the EFIH Indentures filed separate adversary proceedings seeking to rescind or lift the automatic acceleration of the notes caused by EFIH's bankruptcy without violating the automatic stay of creditor actions following a bankruptcy filing and a declaration that the repayment of the first-lien and second-lien notes would include a make-whole payment. The Bankruptcy Court, however, refused to lift the automatic stay to allow the trustees to rescind the acceleration and allowed EFIH to refinance the existing notes at significantly lower interest rates and without paying any make-whole premiums. These holdings were affirmed by the U.S. District Court for the District of Delaware, and the indenture trustees appealed to the Third Circuit.

The Third Circuit Decision

The Third Circuit reversed and held EFIH liable for the make-whole premiums, in part because the acceleration provisions of the EFIH Indentures did not expressly preclude recovery of a make-whole. As in Cash America, the court applied well-settled rules of New York contract law and focused on the voluntary nature of the issuer's actions.

The Third Circuit first analyzed whether an optional redemption had taken place by considering three factual questions: (1) was there a redemption; (2) was it optional; and (3) if yes to both, did it occur during the makewhole period?” The court determined that, although a redemption usually occurs before the maturity date, absent contractual language to the contrary, a redemption can occur before or after maturity.7 Next, the court held that the redemption was optional and during the make-whole period because (1) EFIH voluntarily filed for chapter 11 protection8 ; (2) the automatic acceleration of the notes upon bankruptcy did not require repayment as EFIH had the option to continue performing on the notes by reinstating them in the reorganization proceedings; and (3) EFIH used the bankruptcy to block the trustees from rescinding the acceleration and proceeded with the redemption of the notes "on a non-consensual basis" during a time when the notes could otherwise have been optionally redeemed with a make-whole premium.9 As in Cash America, the Third Circuit saw no need to consider the issuer's bad-faith or subjective intent, instead focusing only on the voluntary or optional nature of EFIH's actions in triggering an event of default.

EFIH further argued that the optional redemption and acceleration provisions were separate and distinct, and because the acceleration provision specifically applied to a bankruptcy-default situation, it alone should govern the consideration payable upon a bankruptcy acceleration. The Third Circuit rejected this, holding that the indenture provisions addressed different circumstances, did not conflict, and could both be given meaning by being applied concurrently.10 EFIH also argued that acceleration of the debt's maturity foreclosed application of the make-whole. This too was rejected, with the Third Circuit holding that nothing in the acceleration clause by its terms disabled any other indenture provision such that, absent specific language to the contrary, EFIH's obligations to pay the make-whole continued after the acceleration of the debt.11 The Third Circuit also determined that the "premium, if any" language supported the conclusion that the EFIH Indentures permitted the payment of the make-whole premium.12


EFIH and Cash America are significant for several reasons. First, both cases reject the idea that, in enforcing contractual remedies, lenders or trustees must take on the added burden of showing subjective intent or bad faith by an issuer in attempting to avoid a make-whole payment. Rather, both cases place the burden on the issuer to show that specific language in the indenture limits the applicability of otherwise unrestricted makewhole provisions. Second, both decisions see nothing in standard make-whole provisions that conflicts with acceleration clauses that, by their terms, either are not exclusive or which may be rescinded by a majority of holders. The decisions give substance to standard indenture clauses that give noteholders the ability to pursue any and all remedies—including in the wake of an event of default. These decisions also highlight that issuers wanting to limit the scope of make-whole payments bear the burden of doing so expressly in the indentures they negotiate.

In response to these decisions, we have begun to see some issuers request inclusion of language in the indenture explicitly barring application of any make-whole premium in connection with or after any event of default. It will be important to closely monitor the cases described above as they make their way through the courts, as well as the response of the debt markets to these provisions.

Click here to download PDF.

1 See Sharon Steel Corp. v. Chase Manhattan Bank, 691 F.2d 1039, 1053 (2d Cir. 1982)
2 Case No. 15-cv-5027 (JMF), 2016 WL 5092594, 2016 VL 30797 (S.D.N.Y. Sept. 19, 2016).
3 Case No. 16-1351 (3d Cir. Nov. 17, 2016).
4 To the extent the Cash America case is appealed to the U.S. Court of Appeals for the Second Circuit, New York state law (22 NYCRR § 500.27) allows a federal appellate court (whether on the suggestion of a party or of the court itself) to certify a question of New York law to the New York Court of Appeals (New York’s highest court) for a definitive ruling. A ruling by the Court of Appeals on New York contract law would be a binding and definitive, including as to a case pending in federal court.
5 Id. at 15-16.
6 Id. at 17-18.
7 EFIH Op. at 14.
8 Indeed, EFIH had announced its intention to use a bankruptcy filing to complete a refinancing without making the make-whole payments. Id. at 15-16.
9 Id. at 16. Indeed, the Third Circuit viewed this tactic as placing the trustees in "a Catch-22." Id. at 11.
10 Id. at 16-18.
11 Id. at 25-26.
12 Id. at 19-20. In so holding, the Third Circuit refused to follow a Southern District decision in In re MPM Silicones, LLC 2014 WL 4436335 (Bankr. S.D.N.Y. Sept. 9, 2014), aff’d, 531 B.R. 321 (S.D.N.Y. 2015) ("Momentive"). Decided prior to Cash America, in Momentive, indenture trustees attempted to enforce a make-whole against a debtor in bankruptcy ("MPM Silicones"). In analyzing the trustees’ claims, the Southern District first stated that the general rule under New York law is that a lender forfeits any rights to make-whole payments if the debt is accelerated. The Southern District then noted two exceptions to that rule: (i) if the debtor "intentionally defaults in order to evade the prepayment premium or make-whole" or (ii) if a clear and unambiguous clause calls for the payment of a prepayment premium or make-whole in the event of acceleration. The Southern District determined that the debt was automatically accelerated under the indenture when MPM Silicones entered bankruptcy, and therefore one of the two exceptions had to apply. The trustees then conceded that the debtor had not defaulted just to avoid the prepayment, nor was the bankruptcy filing a "tactical device" to deprive the holders of their make-whole claim. The Southern District also did not find the second exception applicable, because the indenture did not include specific language that upon automatic acceleration a make-whole would be paid. As such, the court there limited make-whole payments to prepayment scenarios. The Third Circuit expressly rejected Momentive, which is on appeal to the Second Circuit, suggesting that Momentive ignored certain key principles of New York contract law, especially with regard to the nature of redemptions and to the extent that the acceleration clauses at issue did not by their terms cancel out operation of other indenture provisions. EFIH Op. at 24-26. Momentive also is called into question by Cash America to the extent that it placed a burden on the trustees to show bad faith or some subjective intent by the issuer to avoid the makewhole provision.

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.

© White & Case LLP | Attorney Advertising

Written by:

White & Case LLP

White & Case 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.