Second Round of Qualified Opportunity Zone Proposed Regulations Addresses Many Unanswered Questions

by Saul Ewing Arnstein & Lehr LLP
Contact

Saul Ewing Arnstein & Lehr LLP

On April 17, the Department of Treasury and IRS released the much-awaited second round of proposed regulations on Qualified Opportunity Zone investments (the "Regulations"). The Regulations make it clear that Qualified Opportunity Funds can own multiple projects or businesses, and provide mostly favorable guidance for both real estate businesses and other types of businesses. This Alert addresses some key takeaways from the Regulations. We will provide more in-depth guidance in the coming weeks.

Treatment of asset sales by a QOF, and the potential for multi-asset funds

Prior to these Regulations, most Qualified Opportunity Funds ("QOFs") were organized to own only a single business or real estate project.  While it was clear that an investor could exclude capital gains from income if the investor sold an interest in a QOF that had been held for more than 10 years, it was far from clear whether the exclusion from gain would apply if the QOF sold its assets after the 10-year holding period had been satisfied.  This critically important question has now been answered: The Regulations provide that if a QOF sells qualified opportunity zone property after the 10-year holding period applicable to the investors has been satisfied, the investors in the QOF may elect on their individual income tax returns to exclude from their gross income their allocable shares of the capital gain realized by the QOF from the sale of assets (as reported to the investors on Form K-1).

This new provision is hugely beneficial and will make it easier to form and operate QOFs.  Due to this rule, a QOF can be liquidated by selling its assets, in one or more separate sales to one or more different buyers.  This makes it much easier to obtain full and fair value for the assets owned by the QOF.  In addition, this rule makes it practical for QOFs to own multiple businesses or real estate projects, since the different businesses and projects can be sold at different times, to different buyers.  This makes it feasible to organize much larger QOFs more like “traditional” real estate investment or venture funds.

The new election can be made on an asset by asset basis, as long as the QOF separately states capital gains arising from the sale or exchange of any particular qualified opportunity zone property.  Thus, the election could be made only for those assets that are sold for a gain.

Reinvestment of proceeds from sale of assets by QOF

The ability to exclude capital gains from income discussed above only applies if a QOF sells assets after the investors have satisfied their 10-year holding periods.  If a QOF sells assets before the 10-year holding period has been satisfied, the gain from sale will pass through to the investors in the QOF and there is no way to exclude or defer this gain from income (other than by a new investment in a QOF). Many commentators had asked for the ability to “roll over” such gains from sale by investing in replacement qualified opportunity zone property, but the Treasury Department and the IRS concluded that there was no legal basis for such a rule.

Another concern with asset sales is that if a QOF sold qualified opportunity zone property with the intention of re-investing the proceeds, and it took time to find suitable replacement property, holding the cash proceeds might cause the QOF to violate the requirement that at least 90% of the QOF’s assets must be "QOZ business property."  For purposes of this 90% rule, the Regulations give a QOF a year to reinvest the proceeds from the sale of QOZ business property.

Debt-financed distributions

Real estate companies, in particular, but other businesses treated as partnerships for tax purposes, often make debt-financed distributions to give their owners the benefit of capital appreciation. Under general partnership tax principles, these distributions generally are not taxable as long as they do not exceed an owner’s basis in the investment. The Regulations follow this approach and allow distributions from QOFs that are treated as partnerships up to the amount of the owner’s basis (which includes the owner’s share of partnership debt) without adverse tax consequences. Distributions in excess of basis, however, will be treated as "inclusion events" that can accelerate deferred gain.

Special rules apply to distributions from QOFs organized as corporations, and they generally are not taxpayer-favorable.

Leased property

Prior to the issuance of the Regulations, it was unclear whether leased tangible property could meet the requirements that "QOZ business property" must (1) be acquired by purchase from an unrelated person and (2) be originally used by the taxpayer. The Regulations give us very favorable rules addressing these issues.

The Regulations allow leased tangible property to qualify as “QOZ business property” provided that certain tests (discussed below) are met. These rules are very helpful for businesses that intend to use leased premises and equipment in connection with their business activities in a qualified opportunity zone. Even property leased from related parties can qualify as QOZ business property, although additional requirements apply to related party lease transactions. This will allow many property owners to lease property they already own to a QOF, even if they are considered related to the QOF.

For any leased tangible property to qualify as QOZ business property:

  • It must have been acquired by a lease entered into after December 31, 2017.
  • The lease terms must be market rate at the time the lease is entered into.
  • Real property (other than unimproved land) leased by a QOF will not be considered QOZ business property if, at the time the lease is entered into, there was a plan, intent, or expectation for the real property to be purchased by the QOF for an amount of consideration other than the fair market value of the real property determined at the time of purchase.

If tangible property is leased by a QOF of QOZ Business from related party, the following additional requirements must be satisfied:

  • The lessee cannot make prepayments on the lease relating to a period of use that exceeds 12 months.
  • If the original use of the leased tangible personal property in the qualified opportunity zone does not commence with the lessee, (i) the QOF or QOZ Business must become the owner of tangible property that is QOZ business property and that has a value not less than the value of the leased tangible property and (ii) there must be a "substantial overlap" of the zone(s) in which the leased property is used and the zone(s) in which the other QOZ business property is used.  The value of leased tangible property generally equals the present value of the payments due under the lease, though some QOZ Businesses will be able to use the financial statement value of the lease.
  • A lessee will be deemed the "original user" of property already located in a zone, however, if the property has been unused or vacant for an uninterrupted period of at least five years.

Active trade or business test: 50% test

The initial round of proposed regulations issued in October 2018 (the "October Regulations") stated that in order for a QOZ Business to qualify as engaged in an “active trade or business” in a QOZ, at least 50% of its gross income must be derived from the active conduct of a trade or business in the QOZ. (A "QOZ Business" is a subsidiary entity or other entity in which a QOF invests that is organized for purposes of doing business in a QOZ and that satisfies a number of technical requirements, including this "active trade or business" requirement.) It was not clear until the release of the Regulations what rules would be applied to determine whether at least 50% of a non-real estate business’s gross income is in a QOZ.

The Regulations provide two enormously helpful safe harbors based on compensation and another (possibly less helpful) safe harbor based on other factors. A business that satisfies any one of these three safe harbors is deemed to derive 50% of its gross income from the active conduct of a trade or business in the QOZ:

1.    At least 50% of the hours worked by employees and independent contractors for the QOZ Business are performed in a QOZ during the taxable year;
2.    At least 50% of the total amount paid for services by the QOZ Business (whether by employees or independent contractors) is paid for services performed in a QOZ during the taxable year; or
3.    The tangible property of the trade or business located in a QOZ, and the management or operational functions performed in a QOZ, are each necessary for the generation of at least 50% of the gross income of the trade or business.

The compensation-based safe harbors should be particularly helpful for pre-revenue start-up businesses. A business that does not satisfy any of the safe harbors may still rely on "facts and circumstances" to determine whether it satisfies the 50% gross income test.

Active trade or business test: real estate leasing

Because the rules regarding working capital only apply to QOZ Businesses and not to QOFs, most QOFs are acquiring real estate through QOZ Businesses. Unlike QOFs, which only have to be engaged in a "trade or business," a QOZ Business must be engaged in an "active trade or business." The Regulations state that for purposes of qualification as a QOZ Business, rental real estate that is a "trade or business" will be deemed to be an "active trade or business." This addresses a concern that some investors had about whether real estate leasing was sufficiently "active."

Working capital safe harbor

The October Regulations provided an extremely important “safe harbor” rule that permitted a QOZ Business (but not a QOF) to hold working capital for up to 31 months, provided that certain requirements were satisfied.  

The new Regulations expand the working capital safe harbor in two important ways:

  • First, the written designation for the planned use of working capital has been expanded to include the development of a trade or business in the qualified opportunity zone (and not just the acquisition, construction and/or substantial improvement of tangible property).  This is very useful for QOZ Businesses formed to engage in an active trade or business other than real estate.  
  • Second, the 31-month safe harbor period will not be violated if the delay in using the working capital is attributable to waiting for government action (e.g., zoning and development approvals), provided that the application for approval is completed during the 31-month period.  This is very important for real estate projects that require zoning or development approvals.

The working capital safe harbor still only applies to QOZ Businesses, not to QOFs.  Largely for this reason, in most cases a QOF will need to conduct its operations through a QOZ Business, rather than directly.

Limitation of benefits for carried interests

The regulations take a dim view of carried interests. They require that if an investor has “promoted” equity, only the portion attributable to capital is eligible for the exclusion from capital gains after the 10-year holding period. For instance, if an investor who is a member of management team contributes 10% of the capital to a fund, but receives 20% of the profits above an IRR hurdle in addition to the 10% pro-rata participation with other capital investors, that 20% promoted interest would not be eligible for the capital gains exclusion, but the 10% pro-rata participation would be eligible for the exclusion. This rule applies even if the promoted equity is embedded in a single class of equity including capital rights.

Original use test

For property to qualify as QOZ business property, its “original use” in a QOZ must be by the QOF or the QOZ Business or it must be substantially improved by the QOF or QOZ Business. The Regulations clarify what “original use” means and, as discussed above, provide an analog to the “substantial improvement” rules for leased property.

For purposes of the "original use" test, property will be treated as originally used in a QOZ on the date that the property is first placed in service in the QOZ. Property generally is deemed placed in service when it first becomes depreciable. Used property can qualify as “originally used” in a QOZ if it was previously used outside the QOZ and not previously used or placed in service in the QOZ.

In addition, property can be treated as "originally used" by a QOF or QOZ Business if it was unused or vacant for an uninterrupted period of at least five years prior to being placed in service by the QOF or QOZ Business. For example, a QOZ Business could acquire an abandoned building that needs modest rehabilitation before being placed in use again, and if that building has been vacant for over five years prior to acquisition by the QOZ Business, the QOZ Business would not need to satisfy the "substantial improvement" test.

Permitted contributions

An investment in a QOF can be made in the form of cash or other property. Services to an LLC do not constitute an investment. If an investor makes a non-cash contribution, the amount of investment for purposes of computing deferred capital gain is equal to the lesser of the adjusted basis or fair market value of the QOF interest received in exchange for that contribution, applying ordinary tax principles. Property characterized as transferred other than as a contribution (for example, property transferred in a “disguised sale” transaction) is not treated as an investment in a QOF for purposes of the QOZ rules.

Treatment of Section 1231 gains

Under section 1231(a) of the Code, a taxpayer’s net gains from the sale of depreciable assets used in a trade or business (including rental real estate) are treated as long-term capital gains.  The amount of a taxpayer’s section 1231(a) gain can only be determined as of the last day of the taxable year, however, because all sales made during the year have to be taken into account.  The Regulations provide that when a taxpayer sells section 1231 property and has a net section 1231 gain for such year, the 180-day period for investing such capital gain income in a QOF starts on the last day of the taxable year (rather than on the date the asset was sold).

Property straddling census lines

Because QOZs are established based on census tracts, some businesses operate in parcels that are partly within and partly outside a QOZ. In such a case, the new regulations borrow from the “enterprise zone” rules of section 1397C. If a QOF or QOZ Business holds and uses such a contiguous parcel, the entire parcel is deemed to be inside a QOZ if the square footage inside the QOZ is substantial relative to the square footage outside the QOZ. The preamble to the Regulations states that real property located within a QOZ should be treated as “substantial” if the unadjusted cost of the real property inside a QOZ is greater than the unadjusted cost of real property outside a QOZ.

Special issues for Federally recognized Indian tribes and tribal lands

The Regulations clarify that interests in entities treated for tax purposes as corporations or partnerships that are chartered by a Federally recognized Indian tribe will be treated as QOZ stock or partnership interests as long as their domicile is located within one of the 50 states. This had been unclear under the October Regulations, which referred only to entities organized under the laws of the 50 states, the District of Columbia, and the US possessions.

In addition, the rules discussed above regarding leases particularly benefit Indian tribes and tribal lands because Indian tribal governments occupy Federal trust lands, which are leased rather than owned by their users.

Gifts and transfers at death

The Regulations state that a gift of a QOF interest generally will be treated as a disposition for purposes of triggering any capital gain that was deferred on contribution to the QOF. However, transfers to a grantor trust, even if treated as a gift for gift tax purposes, are not treated as a gift for this purpose unless and until the trust ceases to be treated as a grantor trust for income tax purposes.

In contrast, a transfer by reason of death (whether as a result of a direct transfer to heirs or a trust by will or otherwise or as a result of a former grantor trust becoming a non-grantor trust on death) will not be treated as a disposition and will not trigger acceleration of previously deferred gain.

Other provisions

The Regulations include guidance in a number of other areas, such as treatment of mergers, divisions, and nonrecognition transactions. We will address a number of these provisions that we believe are most relevant to our clients in future guidance.

At the same time as the release of the Regulations, the Treasury Department issued a notice indicating that it intends to gather more information about how capital is deployed by QOFs and what community development results they achieve. This notice invites public comments on what information should be gathered and how best to do it.

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.

© Saul Ewing Arnstein & Lehr LLP | Attorney Advertising

Written by:

Saul Ewing Arnstein & Lehr LLP
Contact
more
less

Saul Ewing Arnstein & Lehr 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.