SEC Division of Corporation Finance Issues New Cross-Border Exemptions Guidance

by Morgan Lewis

Morgan Lewis

The US Securities and Exchange Commission’s Division of Corporation Finance has issued new cross-border exemptions guidance that replaces and updates its 2001 Telephone Interpretations through a set of 27 Compliance and Disclosure Interpretations, 16 of which are newly published.

The US Securities and Exchange Commission’s (the Commission) Division of Corporation Finance recently published 27 Compliance and Disclosure Interpretations (C&DIs) setting forth its interpretations of the cross-border exemptions from certain registration requirements under the Securities Act of 1933 (Securities Act) and the Securities Exchange Act of 1934 (Exchange Act). The C&DIs are another step in the Division’s efforts to transition away from its legacy “Telephone Interpretations” guidance. As such, the new C&DIs replace the interpretations published in Section II of the July 2001 Interim Supplement to Publicly Available Telephone Interpretations (Telephone Interpretations). Per the Division Staff, five of the 27 new C&DIs reflect substantive changes to the previously published Telephone Interpretations, two C&DIs consist of technical revisions to the Telephone Interpretations, four C&DIs reflect only non-substantive changes, and the remaining 16 C&DIs consist of newly published interpretations.

Below we analyze the five C&DIs that reflect substantive changes to the Telephone Interpretations and the 16 C&DIs reflecting new Staff interpretations.

C&DIs Reflecting Substantive Changes to Telephone Interpretations

Section 101. Calculation of Share Ownership

Question 101.03 (Replaced Telephone Interpretations Section II.E, Question 9)

The revised C&DI adds that, in a transaction involving multiple steps (such as a tender offer followed by a cleanup merger), an offeror has the option to recalculate the US ownership for the subsequent step transaction so it can rely on an exemption for the subsequent step transaction that was not available for the first step. The Staff specifies that the offeror must recalculate US ownership as of the time periods specified in the applicable exemption and should state in the offering materials for the first step transaction that it may recalculate US ownership for the subsequent step transaction. However, the Staff highlights that recalculation would not be appropriate for what is in effect a continuation of the first step transaction. The C&DI would appear to apply in “two tier” tender offers, where securities are offered in the cleanup transaction but not in the tender offer.

Section 103. Equal Treatment

Question 103.01 (Replaced Telephone Interpretations Section II.B, Question 1)

The revised C&DI clarifies that offers conducted under the Tier II exemption must satisfy the requirement in Exchange Act Rule 14e-1(a) to hold the tender offer open for at least 20 business days from the date such tender offer is first published or sent to US security holders, even if the foreign offer commenced before being extended to US holders.

Section 104. Filing, Publication, and Dissemination of Offer Materials

Question 104.02 (Replaced Telephone Interpretations Section II.C, Question 2)

The C&DI explains that offerors relying on Securities Act Rule 802 that have officers and directors resident in the United States may tailor the legend required under Rule 802(h) as appropriate so that it is not confusing or misleading. The revised C&DI no longer covers rights offerings under Securities Act Rule 801, thereby limiting the Staff’s guidance to exchange offers and business combinations involving a class of securities of a foreign private issuer under Rule 802. The omission of Rule 801 from the revised C&DI suggests a legend would be required for a rights offering under Rule 801 with similar facts, even though the legend in Rule 801(b) also contains the “to the extent applicable” language cited by the Staff in the revised C&DI. The revised C&DI does not explain the basis for limiting its application to Rule 802.

Question 104.03 (Replaced Telephone Interpretations, Section II.D, Question 1)

The revised C&DI clarifies that the publication of a less detailed summary advertisement in a US publication with national circulation that specifies the means through which US holders can obtain a complete English translation copy of the offering materials published in the bidder’s home jurisdiction would be a “manner reasonably calculated” to inform US holders of the offer, as required by Securities Act Rule 802(a)(3)(iii). The interpretation also expands the examples of permissible means by which investors can request the documents to include an email address and website, not just a toll-free number.

Question 104.05 (Replaced Telephone Interpretations Section II.G, Question 1)

The C&DI was revised to inform that a foreign private issuer that is exempt from Exchange Act Section 12 pursuant to Exchange Act Rule 12g3-2(b) and is conducting a third-party tender offer that excludes US security holders may post the tender offer materials on its website or send the materials through an electronic information delivery system without becoming subject to the US tender offer rules. To avoid the applicability of the US tender offer rules, the materials must not include a transmittal letter or other means of tendering the securities and must prominently disclose that the offer is not available to US persons or is being made only in countries other than the United States. Also, the issuer must take precautionary measures that are reasonably designed to ensure that the offer is not targeted to US persons.

Meanwhile, the revised C&DI did not change the Staff’s position that a foreign private issuer conducting a third-party tender offer that excludes US security holders may voluntarily furnish the tender offer materials under cover of Form 6-K without becoming subject to the US tender offer rules, so long as the bidder takes steps to ensure that the information is not used as a means to induce indirect participation by US security holders.

C&DIs Reflecting New Interpretations

Section 100. General

Question 100.02

The new C&DI explains that the cross-border exemptions are premised on the presence of an applicable foreign regulatory regime in the home jurisdiction that provides a regulatory framework for the offer, rather than on the applicability of specific rules in the home jurisdiction. As such, the home jurisdiction’s rules need not be directly comparable to US tender offer rules, even if such differences result in the same transaction being regulated differently in each jurisdiction, as in the example of a warrant flush transaction described in the C&DI.

Question 100.03

The Staff clarifies in the new C&DI that the term “successor registrant” in Securities Act Rule 802(a)(1) does not mean an Exchange Act reporting company, but rather the surviving entity generally, regardless of whether the surviving entity is an Exchange Act reporting company. Moreover, the term is unrelated to the concept of being a successor registrant for purposes of Exchange Act Rule 12g-3.

Section 101. Calculation of US Ownership

Question 101.02

The new C&DI states that a bidder should count as part of a foreign entity’s US ownership base any securities where the bidder knows or has reason to know that a US holder exercises investment and dispositive power over such securities, within the meaning of Exchange Act Rule 13d-3. We draw attention to the knowledge qualifier in the Staff’s language, which is consistent with Securities Act Rule 800(h). Presumably, the requirement for reasonable inquiry in paragraph (4) and the reference to reports disclosing beneficial ownership in paragraph (5) of that rule will likewise apply.

Question 101.04

The new C&DI emphasizes that Securities Act Rule 800(h)(4) requires an actual good-faith inquiry, including of nominees, regarding whether securities are held for the account of customers resident in the United States, even when responses are not likely to be forthcoming or may be incomplete. Only after such “reasonable inquiry” may the alternate test, based in part on trading volume, be used to calculate US ownership.

Question 101.05

The Staff emphasizes in the new C&DI its existing view that the calculation of US ownership should be conducted on or before the date of commencement of a tender offer or rights offering. In the C&DI’s example, the commencement of the transaction occurs less than 30 days after public announcement of the transaction.

Question 101.06

The new C&DI explains that securities of an acquiror held by its security holders would not be excluded in the calculation of US ownership for determining cross-border exemption eligibility where a business combination involving two companies (one of which is the accounting acquiror) would result in a new holding company and that holding company would issue shares to holders of both companies. The Staff cites to Release No. 33-8957 (Sept. 19, 2008), where the Commission explained that, “[i]n assessing what securities should be considered for the calculation [of US beneficial ownership], it is appropriate to exclude those held by the acquiror because it will not be participating in the acquisition as a target holder.” As the Staff points out, holders of the acquiror securities in the C&DI’s hypothetical would be receiving shares of the new holding company as a result of the combination.

Question 101.07

The C&DI offers guidance on how to determine “pro forma” US ownership for the new holding company where the parties do not know the exchange ratio in a combination at the time of announcement. The Staff explains it will not object if the parties use their comparative market capitalizations, meaning the respective US ownership levels of each party and their respective market capitalization figures would determine the “pro forma” US ownership of the holding company after completion of the transaction. Further, the Staff conveys that market capitalization figures should be determined as of the date range provided in Securities Act Rule 800(h)(1) (generally as of a date no more than 60 days before or 30 days after public announcement of the transaction). Lastly, the Staff informs that it will not object to parties using a good-faith estimate of the exchange ratio when they have such an estimate within the permissible date range under the rule.

Question 101.08

The C&DI explains that a party seeking relief from the Staff in a potential cross-border tender offer should make the requisite inquiries of nominee and record holders in order to provide the Staff with information about the US ownership of the subject securities, so the Staff can consider the level of US regulatory interest in the cross-border transaction in its determination of whether to grant relief. This applies even though the bidder in the C&DI’s hypothetical is not seeking to rely on the Tier I or Tier II cross-border exemptions.

Section 102. Determination of the Subject Class

Question 102.01

The Staff explains that the term “sought in the offer,” as used in Exchange Act Rules 13e-4(h)(8)(i) and 13e-4(i)(1)(ii), refers to the class of securities that may be tendered into the issuer tender offer. In the C&DI’s fact pattern, the Staff explains that the subject class of securities does not include securities of that class that underlie convertible debentures. We note the contrast with determination of beneficial owner under Rule 13d-3(d)(1)(i), which states that a person is deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days, including but not limited to any right to acquire through the conversion of a security, and permits the amount outstanding used for the percentage calculation to include the shares that person can acquire upon conversion. This interpretation could result in the availability of the exemption even if the percentage of shares tendered by US holders significantly exceeds the thresholds in the exemption, if a significant amount of convertible securities is held in the United States.

Question 102.02

The Staff offers guidance on determining whether different classes of securities should be viewed as separate classes for the US ownership test. Relevant factors include whether the shares are priced differently in the business combination, whether one class is publicly traded and the other is not, and whether the two classes of securities vote separately on matters presented to shareholders. In the C&DI’s hypothetical, the Staff stresses that the fact that two classes of securities have the same voting rights with regard to the transaction in question is not dispositive. If deemed separate classes, the exemption would have to be satisfied separately for each class.

Question 102.03

The C&DI clarifies that a foreign private issuer may rely on Securities Act Rule 801 to extend a rights offering to its US holders without registering the offering in the United States where the US holders hold equity securities through Global Depositary Receipts (GDRs) instead of American Depositary Receipts (ADRs). The Staff explains that GDRs serve the same purpose as ADRs in evidencing ownership of the underlying equity securities. The Staff cites to Release No. 33-7759[1] (Oct. 22, 1999), where the Commission explained that “Rule 801 is limited to the offer of securities of the same class of securities as those held by the offerees, because the offerees already have made the decision to invest in that class.”

Section 103. Equal Treatment

Question 103.02

The C&DI explains that where a foreign offer being made as part of a dual offer in reliance on Exchange Act Rule 14d-1(d)(2)(ii) permits the tendering shareholders to choose between receiving US dollars and the currency of the company’s home jurisdiction, holders tendering into the US offer must be afforded the same option to choose between the two currencies for purposes of satisfying the equal treatment requirement in Rule 14d-1(d)(2).

Question 103.03

The C&DI indicates that where a cross-border tender offer is not subject to Regulation 14D, the bidder may offer cash to US holders and shares to all other holders of the subject company, assuming such a structure is permissible under the laws of the company’s home jurisdiction.

Question 103.04

The Staff explains that a bidder in a cross-border tender offer for a class of equity securities registered under Section 12 can rely on Exchange Act Rule 14d-1(c)(2)(iii) to offer cash to US holders while offering a choice between cash and stock consideration to non-US holders when relying on the Tier I exemption.

The Rule’s “substantially equivalent” requirement is satisfied where the cash consideration offered under the election feature to holders in the company’s home jurisdiction is equal to or greater than the value of the stock consideration offered under that feature and the bidder offers the same amount of cash to US holders. Accordingly, if the bidder places a premium to the stock consideration in the cash consideration offered under the election feature, then US holders must be offered at least the same amount of cash as the non-US holders. However, if the value of the cash consideration offered under the election feature is less than the value of the stock consideration offered to non-US holders, then US holders should be offered the amount of cash that is at least equal to the value of the stock consideration. Otherwise, the “substantially equivalent” requirement would not be satisfied because non-US holders would have the option to receive stock with greater value than the amount of cash offered to US holders.

Lastly, the Staff states that the value of the consideration should be determined at the commencement of the offer and not reevaluated. However, if the bidder increases the value of the stock consideration of the offer, the amount of the cash offered to US holders would need to be increased as well to satisfy the “substantially equivalent” requirement of the rule.

Section 104. Filing, Publication, and Dissemination of Offer Materials

Question 104.01

The Staff clarifies that when documents that have been filed electronically with the home jurisdiction’s regulator or posted on the issuer’s website are required to be incorporated by reference into a registration statement under the rules of the home jurisdiction, those documents are considered published or disseminated to shareholders, and thus Part I, Item 1(a) of Form CB requires an English translation to be delivered to US holders. This is necessary to ensure that US holders have the same access to information as their foreign counterparts.

Section 105. Withdrawal Rights

Question 105.02

The Staff relies on the Commission’s guidance in Release No. 33-8957 (Sept. 19, 2008) to emphasize that a bidder cannot rely on the Commission’s position allowing for termination of withdrawal rights immediately after waiving or reducing a minimum tender condition during the time that the tender offer must remain open.

[1] As published, the C&DI refers erroneously to Release No. 33-7769 instead of 33-7759.


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.

© Morgan Lewis | Attorney Advertising

Written by:

Morgan Lewis

Morgan Lewis 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.