SEC Proposes Relaxed Registration, Communications and Offering Requirements for Business Developments Companies and Registered Closed-End Funds

by Dechert LLP
Contact

Dechert LLP

The U.S. Securities and Exchange Commission on March 20, 2019 proposed a package of reforms to the securities registration, offering and communications requirements under the Securities Act of 1933, applicable to business development companies (BDCs) and registered closed-end funds (CEFs and, together with BDCs, Affected Funds).1 The SEC’s rulemaking proposal is intended to implement two pieces of legislation signed into law in 2018 – the Small Business Credit Availability Act (BDC Act) and the Economic Growth, Regulatory Relief, and Consumer Protection Act (CEF Act) – which directed the SEC to promulgate rules that would permit Affected Funds to take advantage of the more flexible and efficient registration, offering and communications requirements currently available to operating companies. Notably, the reforms specified by the BDC Act became self-implementing on March 24, 2019. Thus, BDCs may now “deem those revisions to have been completed in accordance with the actions required to be taken by the [SEC]” under the BDC Act, even though the SEC has not yet done so.

The SEC has requested comments on the proposal by June 10, 2019.

Scope of Proposed Reforms

The proposed reforms would apply to all BDCs and CEFs. Interestingly, the CEF Act requires the SEC to implement reforms only with respect to CEFs listed on a national securities exchange or that make periodic repurchase offers pursuant to the “interval fund” rule under the Investment Company Act of 1940. Nevertheless, the SEC exercised its discretion in extending the proposed reforms to all CEFs (thus capturing unlisted CEFs) to enhance investor protection and mitigate potential competitive anomalies among different types of CEFs; in doing so, the SEC acknowledged that certain components of the proposal would be less likely to apply to unlisted CEFs. The SEC has requested comment as to the scope of the proposed reforms, including whether open-end funds should be permitted to rely on any of the more flexible offering or communications rules.

Streamlined Shelf Offering Process

Since 1998, the staff of the SEC’s Division of Investment Management has permitted Affected Funds that are deemed to be “seasoned” to maintain a shelf registration statement on Form N-2 that allows them to engage in securities offerings on a delayed or continuous basis.2 The proposed reforms would: codify this right into an SEC rule; and make the shelf offering process significantly less administratively burdensome, by enabling Affected Funds to rely on the streamlined registered offering rules that are available to operating companies. Specifically, the proposal includes the following reforms:

  • Short-form registration statement. Seasoned Affected Funds would be permitted to file on Form N-2 a “short-form” registration statement similar to the Form S-3 registration statement used by operating companies. A short-form Form N-2 registration statement would permit Affected Funds to incorporate by reference information from reports they previously filed under the Securities Exchange Act of 1934 (rather than repeat that information in the Form N-2) and incorporate by reference information from their future Exchange Act filings (rather than amend the Form N-2 by post-effective amendment or prospectus supplement to add that information).
  • Automatically-effective registration statements. Affected Funds that qualify as “well-known seasoned issuers” (WKSIs) (discussed below) would be permitted to file automatically-effective registration statements and thereby avoid the delay and uncertainty associated with the SEC staff review process.
  • Information omitted from base prospectus. Seasoned Affected Funds, together with Affected Funds that qualify as WKSIs, would be permitted to rely on Rule 430B under the Securities Act to omit certain information from the base prospectus included in their Form N-2 registration statements at the time of initial effectiveness. Specifically, Seasoned Funds and WKSI Affected Funds would be allowed to omit information that is unknown or not reasonably available, as well as the identities of selling shareholders and the amount of securities being registered on their behalf. WKSI Affected Funds also would be permitted to omit information relating to: (i) the distribution plan for the securities; (ii) a description of the securities registered (other than an identification of the name or class of the securities); and (iii) whether the offering is a primary or secondary offering, or a mix.
  • Prospectus supplements. Affected Funds would be required to file prospectus supplements exclusively under Securities Act Rule 424, rather than Rule 497. Rule 424 allows registrants to file a prospectus supplement on a delayed basis, and only requires filing for material changes to the prospectus (rather than any variation from the prospectus, as required by Rule 497).
  • Prospectus delivery requirements. Affected Funds would be permitted to satisfy their obligation to deliver a “final prospectus” to investors prior to or at the time of sale or delivery of securities by simply filing such prospectus with the SEC. This proposed reform should significantly reduce printing, mailing and compliance costs associated with the offering process.

WKSI Eligibility

A WKSI is a seasoned issuer: (i) with $700 million in public float; or (ii) that both (a) has registered and issued at least $1 billion in aggregate principal amount of nonconvertible debt or preferred stock for cash, not exchange, during the past three years and (b) will only offer non-convertible debt or preferred stock in connection with the registration statement for which the WKSI status determination is being made (unless the issuer is otherwise eligible to register a primary offering of its securities).

WKSIs are subject to the least burdensome offering and communication requirements. For example, WKSIs are the only category of issuer permitted to file automatically-effective shelf registration statements and post-effective amendments; make certain oral and written communications (including through the use of a “free-writing” prospectus) before and after filing a registration statement; and defer payment of registration fees until the time of an actual offering (commonly referred to as “pay-as-you-go”). CEFs are currently prohibited from qualifying as WKSIs. Similarly, BDCs were prohibited from qualifying as WKSIs prior to the March 24, 2019 self-implementation of the BDC Act.

The proposed reforms also would revise Securities Act Rule 405 to permit CEFs to, and specifically provide by regulation that BDCs may, qualify as WKSIs in the same manner as operating companies, and thereby enjoy the benefits associated with WKSI status.

As noted in the release, the nature of the WKSI eligibility criteria would generally render it impossible for unlisted Affected Funds to satisfy such criteria. In this regard, the SEC indicated that it had considered imposing a less restrictive or alternative capitalization threshold for Affected Funds. However, the SEC ultimately concluded that any other metric would be inconsistent with the policy underlying the adoption of the original WKSI reforms in 2005, which was to provide streamlined offering and communication rules to companies that are already widely scrutinized by financial analysts, institutional investors and other market participants. Nonetheless, the SEC has requested comment on this aspect of the proposed rules.

Communications

The proposed reforms include amendments that would enable eligible Affected Funds to rely on exemptions from Securities Act restrictions on offering-related communications (known as “gun-jumping” provisions) currently utilized by operating companies. In addition to the benefits available to WKSIs, the reforms would give Affected Funds greater flexibility to publish forward-looking information and factual business information (including through the use of a “tombstone” ad), and would limit the scope of communications subject to prospectus liability under Section 12 of the Securities Act. The reforms also would allow broker-dealers participating in the distribution of an issuer’s equity-related securities to publish or distribute research about the issuer’s debt‑related securities, and vice versa.

Registration Fees for Interval Funds

Interval funds are currently required to pay SEC registration fees at the time of registration – regardless of when or if such securities are ultimately sold. Interval funds are thus at risk of either paying fees on unsold shares or inadvertently selling more shares than the amount registered. Under the proposed reforms, interval funds would be deemed to register an indefinite amount of securities and would pay registration fees annually based on net shares sold, similar to mutual funds and exchange‑traded funds (ETFs).

Disclosure

The SEC also has proposed modifications to various disclosure requirements, in order to further the goal of promoting parity between Affected Funds and operating companies while maintaining appropriate investor protections.

Structured Data

Operating companies and 1940 Act-registered funds (including registered CEFs) – but not BDCs – are currently required to “tag” portions of certain SEC reports using the Inline eXtensible Business Reporting Language (XBRL) structured data format. This format allows investors and other market participants to view and analyze certain core attributes of the filing and compare like issuers in a more systematic manner. The proposed reforms would amend Regulation S-K by removing the exclusion of BDCs from the Inline XBRL requirements. BDCs would thus be subject to the same Inline XBRL tagging requirements that are applicable to operating companies.

Further, the proposal would add several new check boxes to the Form N-2 cover page that also would be subject to XBRL tagging requirements. Among other things, the check boxes would indicate the nature of the filing (e.g., whether it is for an automatic shelf registration statement and whether it is being made pursuant to the proposed new short-form instruction for Form N-2) and the identity of the filer (e.g., type of fund and whether the issuer is seasoned or a WKSI). Additionally, similar to the requirements for mutual funds and ETFs, all Affected Funds would need to tag certain key information in their prospectus (including the fee table, senior securities table, investment objectives and policies, risk factors, share price data and capitalization information). The SEC also proposes to revise its EDGAR Filer Manual to require that interval funds submit Annual Notice of Securities Sold filings on Form 24F-2 in Extensible Markup Language (XML), another structured data format.

Periodic Reporting

In the release, the SEC observed that the proposed securities registration reforms could result in annual and other periodic shareholder reports “becoming a more salient, convenient, and comprehensive source of updated information ... relative to [the] registration statement.” The SEC is therefore proposing that registrants include the following additional information in these reports to ensure that prospective investors and existing shareholders are appropriately informed:

  • Key fund attributes. Seasoned Affected Funds that file a short-form registration statement would be required to include in their annual report certain key disclosures appearing in their prospectus, including the fee and example table, share price performance (i.e., premium or discount to net asset value) and outstanding senior securities table.
  • Narrative discussion of fund performance (CEFs). In a manner comparable to mutual funds and ETFs, registered CEFs would be required to include in their annual reports management’s discussion of fund performance (MDFP).3 As with the existing requirement under Form N-1A, registered CEFs would be required to include in the new MDFP section narrative disclosure regarding: factors that materially affected the fund’s performance during the reporting period (including relevant market conditions and investment strategies/techniques); graphical representations of historical fund performance; and the impact of fund distribution policies.
  • Financial Highlights (BDCs). BDCs would be required to include a “financial highlights” table (i.e., a tabular summary of the financial statements) in their annual shareholder reports and registration statements.4
  • Unresolved SEC staff comments. Similar to operating companies, Affected Funds would be required to disclose in their annual report and registration statement SEC staff comments that remain unresolved for 180 days and are deemed to be material by the registrant. In the proposing release, the SEC observed that eliminating the requirement for Affected Funds to annually file post-effective amendments would diminish the incentive to resolve staff comments in a timely manner. The proposed requirement is meant to restore this incentive.

Current Reporting

Operating companies and BDCs are required to disclose on Form 8-K current information regarding the occurrence of certain material events (e.g., new material definitive agreements, earnings announcements, significant financial obligations, director changes). Form 8-K generally must be filed within four business days of the date of the triggering event. Under the proposal, the requirement to file current reports on Form 8-K would be extended to registered CEFs. Most CEFs that trade on an exchange are subject to similar current reporting requirements under applicable exchange listing manual provisions. Nevertheless, the SEC believes that subjecting all registered CEFs to Form 8-K reporting would benefit investors by standardizing the format for current disclosures and making such disclosures accessible in a central location.

The SEC also is proposing to revise Form 8-K to include two new triggering events applicable solely to Affected Funds, given their unique structure as investment companies. First, Affected Funds would be required to disclose any material change in their investment objectives or policies. This could include changes in the types of securities in which an Affected Fund may invest or the predominant investment practices or techniques employed by the Affected Fund. The Affected Fund would have the ability to voluntarily disclose additional information relating to the change, including associated risk factors. The SEC has requested comment as to whether the new reporting requirement should include a specific materiality threshold based on, for example, the change in the percentage of an Affected Fund’s total assets invested in a particular industry, asset type, geography or credit quality.

Second, Affected Funds would be required to report a material write down of any portfolio holding comprising more than 10% of the Affected Fund’s total assets and those of its consolidated subsidiaries. An Affected Fund would be required to aggregate different investments in the same issuer for purposes of this item. The proposed item is meant to parallel a comparable requirement that operating companies disclose a material charge resulting from the impairment of one or more assets under GAAP. Similar to that item, an Affected Fund would not be required to file a report if the determination to write down the portfolio holding was made in connection with the preparation, review or audit of the Affected Fund’s periodic financial statements.

Importantly, the failure to timely file current reports pursuant to the proposed new Form 8-K items would not cause an Affected Fund to lose its seasoned status.

Conclusion

Placing Affected Funds on an equal footing with operating companies in terms of access to flexible offering and investor communication rules should significantly reduce the costs and uncertainty that Affected Funds face in seeking to access the capital markets. However, for Affected Funds that are unlikely to rely on the streamlined rules (i.e., interval funds, unlisted registered CEFs, and listed registered CEFs whose shares consistently trade at a discount to net asset value), the incremental legal and compliance costs associated with the proposed disclosure requirements – particularly the new current reporting requirements for registered CEFs – may substantially outweigh any potential benefits. Notably, many of the proposed disclosure requirements are discretionary in nature (rather than congressionally mandated by the BDC Act or the CEF Act) and thus may be more susceptible to change based on industry input.

Footnotes

1) Securities Offering Reform for Closed-End Investment Companies, Release Nos. 33-10619; 34-85382; IC-33427; File No. S7-03-19 (Mar. 20, 2019), available at https://www.sec.gov/rules/proposed/2019/33-10619.pdf.

2) See Nuveen Virginia Premium Income Municipal Fund, SEC No-Action Letter (pub. avail., Oct. 6, 2006); Pilgrim America Prime Rate Trust, SEC No-Action Letter (pub. avail., May 1, 1998). An Affected Fund is generally considered “seasoned” if it satisfies the eligibility requirements for Form S‑3 (i.e., it is current and has been timely in its Exchange Act reporting for a period of at least 12 calendar months immediately preceding the filing of the registration statement) and has at least $75 million in “public float” (i.e., common equity held by unaffiliated persons).

3) BDCs are subject to similar requirements (which are also applicable to operating companies) to disclose “management’s discussion and analysis” in their annual report on Form 10-K.

4) As noted in the SEC release, it is currently a market practice for BDCs to voluntarily disclose financial highlights in their annual reports.

Written by:

Dechert LLP
Contact
more
less

Dechert LLP on:

Readers' Choice 2017
Reporters on Deadline

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

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

JD Supra Privacy Policy

Updated: May 25, 2018:

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

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

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

Collection of Information

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

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

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

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

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

How do we use this information?

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

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

How is your information shared?

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

How We Protect Your Information

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

Children's Information

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

Links to Other Websites

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

Information for EU and Swiss Residents

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

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

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

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

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

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

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

California Privacy Rights

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

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

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

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

Access/Correct/Update/Delete Personal Information

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

Changes in Our Privacy Policy

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

Contacting JD Supra

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

JD Supra Cookie Guide

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

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

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

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

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

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

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

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

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

Controlling and Deleting Cookies

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

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

Updates to This Policy

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

Contacting JD Supra

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

- hide

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