Solar Power International 2018: Soundbites

Mayer Brown - Tax Equity Times

Below are soundbites from panel discussions at Solar Power International on September 25 and 26 in Anaheim, California. Overall the conference was well-attended and the panelists and audience seemed optimistic regarding current and future opportunities.

The soundbites are organized by topic, rather than presented chronologically.  The soundbites were prepared without the benefit of a recording or a transcript and have been edited for clarity.

Topics covered include tax equity, the solar start of construction rules, the investment tax credit (“ITC”) and tax basis risk after the Federal Circuit’s opinion in Alta Wind, the inverted lease structure, back-leverage debt, storage, community solar and merchant projects.

Macroeconomic Factors for Solar and Tax Equity

“Rising corporate profits have caused more tax equity to enter the market.  That has shifted the negotiating leverage to the sponsors.”  Managing Director, Money Center Bank

“Tax equity always needs to fund around 40 percent of the capital stack in order to use the tax benefits efficiently.”  Managing Director, Money Center Bank “Equipment costs continue to come down.  Module prices are back to where they were before the tariffs at 30 to 40 cents a Watt.”  President, Diversified Solar Services Company

“There are greater economies of scale for utility scale solar than for residential or C&I.  As module prices drop faster than that customer acquisition costs, utility scale will become a larger portion of the market.”  President, Diversified Solar Services Company

“I am very bullish on next year.  This has been the best year ever from a volume perspective, not from an income perspective, because the market is causing us to charge less.”  Managing Director, Regional Bank

“Falling electricity prices aren’t leading to sponsors raising less capital, because sponsors have been beating down lenders and service providers.”  Managing Director, Regional Bank

“Capital providers are taking more risk for less return.”  Managing Director, Regional Bank

“Residential solar debt has become an accepted asset class.” Managing Director, Regional Bank

“Soft costs, such as marketing, legal, accounting and tax advice, are five to seven percent of a solar project’s cost in Europe and Asia; they are 35 percent of solar project’s cost here; we need to attack that.”  President, Solar Developer

“Start of Construction” of Solar Projects to Qualify for the Full 30 Percent ITC after 2019

To qualify for a full 30 percent ITC, a solar project must “start construction” before the end of 2019 and be “placed in service” before the end of 2022. The IRS has published guidance as to what it means to start construction.  The guidance provide two means to do that (i) a safe-harbor that requires “incurring” five percent of the ultimate tax basis of the project prior to the end of 2019 or (ii) starting “significant physical work,” which if performed by a third-party must be pursuant to a “binding written contract.”  The out-of-pocket cost of significant physical work is much less than the five percent safe harbor, but it has more uncertainty.  We discuss this guidance in detail in our Legal Update.

“The money is out there for the five percent safe-harbor [to finance your purchase].  It is just a question of what that money costs.  I say spend the money on the five percent safe-harbor; if you don’t use the five percent safe harbor, the tax equity is going to require a higher yield and your construction lender is going to charge more.”  Managing Director, Regional Bank

“My advice is use the five percent safe-harbor ([rather than, significant physical work)]; it will serve you better in the long term with respect to the reaction you will get from the tax equity market.”   Managing Director, Money Center Bank

“If I have the choice between two deals and one uses the five percent safe-harbor and the other uses significant physical work, I’m going to go with the five percent safe-harbor deal.”  Managing Director, Money Center Bank

“Buying solar panels and steel posts is a good mix for the five percent safe-harbor.  But with steel tariffs, you don’t want to go long buying steel.  So buying panels is probably the better bet.” Senior Vice President, Captive YieldCo

“Tariffs make it difficult to know where to put your money for the five percent safe-harbor.”    Senior Vice President, Captive YieldCo

Tax Equity Preferences Among Solar Asset Classes

 “My bank will only be doing residential (“resi”) tax equity in the solar tax equity market this year because that is only space where we can get the returns we want.  We won’t do any utility scale solar this year.”  Managing Director, Money Center Bank

“A 300 bp [premium relative to utility scale solar] for [residential] solar tax equity is a mystery to me because with resi solar you have a pool of assets that are less risky on a diversified basis.”  Managing Director, Boutique Investment Bank

“Residential projects have a margin to support that [higher] cost of capital.”  Managing Director, Money Center Bank

“Commercial and industrial (C&I) solar has even more expensive tax equity than residential.”    President, Diversified Solar Services Company

Insurance for Tax Equity and Tax Basis Risk

In recent years, particularly in financings of residential solar portfolios, it has become common for the sponsor to procure an insurance policy that insures the risk that the IRS successfully challenges the value of the project that is ITC eligible.  Sometimes the insurance is required by back-leverage lenders who are concerned about an unpaid tax indemnity reducing the cash available to pay back-leverage debt service; sometimes it is required by the tax equity investor, and sometimes it is purchased by the sponsor or the cash-equity investor (who may or may not have assumed some portion of the related indemnity risk) in order to sleep better at night.

Alta Wind, a recent Federal Circuit case, holds that it possible for a solar project when sold to a tax equity investment vehicle to have intangible value, such as goodwill or going concern value, even if the project has not been placed in service yet (i.e., has not yet operated as a business). The case was remanded to the trial court for a factual finding as to whether any such intangible value was indeed present.  You can read more about the case in our analysis.

“After Alta, the appraiser’s job got more complicated because any intangible associated with the project does not qualify for ITC.”  Managing Director, Money Center Bank

“Will insurers take ITC fair market value risk after Alta?”  Managing Director, Money Center Bank

“To trust the appraiser on tax basis risk is not where we want to be.  The insurers have stepped in to take that risk.”  Managing Director, Money Center Bank

“Tax basis risk is incremental, not binary.  You have to multiply [the benefit of a higher ITC amount] by the probability that you get hit with that risk [(i.e., lose an IRS audit)], but you can’t go crazy with basis.”  President, Diversified Solar Services Company

“We now know how to not overstep our bounds on tax basis: look at true third party costs and have a reasonable markup with none of it tied to an intangible.  [However,] we have no outright cap on the markup.”  Managing Director, Money Center Bank

“We are going to look at all three methods of valuation” (i.e., income (discounted cash flow), replacement cost and market comparables).    Managing Director, Money Center Bank

The Inverted Lease Tax Equity Structure

The inverted lease structure is a nuanced structure that uses an election in Section 50(d)(5) of the Internal Revenue Code (through a cross-reference to a provision of a prior iteration of the Internal Revenue Code) that allows a lessor to pass through the ITC to the lessee, and for the ITC to be based on the fair market value of the project (even though no party may have actually paid that amount).  In one popular version of the structure, the lessee is a flip partnership between the tax equity investor and the sponsor, and the lessor is a partnership between the lessee and the sponsor.

“We like the inverted lease structure because it enables us to optimize the capital stack.”  President, Diversified Solar Services Company

“I have no idea, but my guess is that the inverted lease is 20 percent of the solar tax equity market, but very few tax equity investors use that structure.”  President, Diversified Solar Services Company

“We use only the partnership flip structure the solar industry” (i.e., we don’t use the inverted lease).  Managing Director, Money Center Bank

“There’s less phantom income [(i.e., tax gain that is not matched by third-party cash proceeds)] in an inverted lease than a partnership flip.”  President, Diversified Solar Services Company

“We can also use special allocations in an inverted lease.”  President, Diversified Solar Services Company

Explanation: the IRS is of the view that “electricity” is a good that is subject to the inventory method of accounting. See, e.g., CCA 20062801F (citing PLR 200152012).   Accordingly, depreciation and other expenses must be capitalized into “cost of goods sold” (“COGS”), which effectively means the depreciation must be allocated among the partners that own the project in the same manner as the revenue.  For instance, Partner A cannot be allocated 45 percent of the depreciation and ten percent of the revenue, rather Partner A must be allocated a percentage of bottom line income or loss.  In an inverted lease, the lessor is leasing the solar project, rather than selling electricity; accordingly, a partner of the lessor could be allocated, let’s say 49% of the depreciation deductions and 5% of the revenue.

Estimated Useful Life of Solar Projects

The estimated useful life of solar projects is important for purposes of modeling the cash flows the project can potentially generate for financing purposes, valuing the project and in transactions involving a lease of a project applying the “true lease” tax test in Revenue Procedure 2001-28 that compares the useful life to the lease term.

“We used to think 25 years, now we’re talking about 40 years.”  Senior Vice President, Captive YieldCo

“We have assets now that we think have 40 year lives.”  Managing Director, Boutique Investment Bank

“People are talking about re-powering solar that is less than ten years old.”  Senior Vice President, Captive YieldCo

Back-Leverage Debt

“Two or three years ago the pricing difference between back leverage [(i.e., the lender is only secured by the sponsor’s interest in the tax equity partnership that owns the project)] and front leverage (i.e., the lender has a senior mortgage over the project itself) was eliminated.  So there is no reason for sponsors to select front leverage.”   Managing Director, Regional Bank

“Pretty close to 100 percent of levered deals are back levered.  I haven’t done a front levered deal in over four years.”  Managing Director, Regional Bank

There are some front levered deals are in the market.  They typically include a forbearance agreement for the five year ITC recapture period, so the tax equity investor can be comfortable that a debt default will not result in the lender foreclosing on the project, which is a sale for tax purposes and would trigger ITC recapture.  Typically, the lenders in such transactions are not the European, Asian and New York banks that dominate project finance lending generally, and the tax equity investor is using a time-based (as opposed to yield-based) partnership flip structure.

“LIBOR plus 150 bps is typical for utility scale solar debt.  The best sponsors get LIBOR plus 137.5 bps.”  Managing Director, Regional Bank

“Large projects almost always use back leverage at the rates [quoted above], but distributed generation solar is different.” President, Diversified Solar Services Company

“The amount of debt that a sponsor can raise is based on a debt service coverage ratio that is the lesser of (i) 1.3 x P50 and (ii) 1.0 x P99.”  Managing Director, Regional Bank

The “P” refers to how probable the production estimate is to be exceeded in any given year – in other words, it is a confidence interval.  There is less cash generated from production in “P99” than “P50,” as P99 is the production estimate that the parties expect will be exceeded 99 percent of the time, while “P50” is the production estimate that the parties expect will be exceeded only 50 percent of the time.

“Bullet debt is fine [(i.e., a loan with all of the principal due in lump sum)], but [the lender] still [has to be able to re-paid] over the [power] contract [term].  If a loan has a five-year bullet and a 20-year PPA, we may take all of the cash [otherwise distributable to the sponsor] over the last 15-years if [the sponsor] doesn’t refi [at year five to pay the bullet].”   Managing Director, Regional Bank

“Institutional lenders [(i.e., insurance companies and pension funds)] are more receptive to bullet amortization than banks.”  Managing Director, Regional Bank


“If we don’t do storage, the industry is not going to grow the way want it to.”    President, Diversified Solar Services Company

“We limit the number of batteries we allow into our tax equity portfolio.  Our primary due diligence for batteries is making sure the batteries are not going to blow up.  As we see a track record, we will allow more.”    Managing Director, Money Center Bank

Community Solar

Community solar has become a fourth segment of the solar market: there are now utility scale, C&I, residential and community solar market segments. Community solar is something of a hybrid segment of the market as it is typically a utility scale size project but either purely residential subscribers or a mix of residential and C&I subscribers, and some are contracted with only C&I subscribers.

“As of the end of 2017, there were 743 megawatts of total community solar capacity in the US and 387 of those megawatts were installed in the US in 2017.  Community solar is four percent of the total solar capacity in US.”  SEPA, Executive

“Community solar is a bigger portion of the market than I would have thought, but it is still small.”  Senior Vice President, Captive YieldCo

“The community solar market is moving away from offering customers leases or power purchase agreements (“PPAs”) to a ‘subscription’ model.  You get more bang for your buck with a subscriber based model.  The earlier community solar programs were generally prepaid PPAs or leases.”  SEPA, Executive

“As of the end of 2017, 228 utilities in 36 states have some sort of community solar program and 17 states have enabling policies. Community solar in the other 19 states is based on voluntary programs offered by utilities.”    SEPA, Executive

“The greatest benefit for a lender [from community solar] is risk diversification.  If Sears was the only offtaker on a regular project, I would not finance that project.  But if Sears is a one percent subscriber in a community solar project, no problem.”   Banker, Specialty Commercial Bank

“Just like we provide construction loans to apartment buildings and do not require the apartment building to be pre-leased, we don’t require any subscriptions to be committed in order to provide financing to a solar project.” Banker, Specialty Commercial Bank

“Power is the only industry that requires businesses to pre-sell their output.  We don’t require that of businesses that sell hamburgers.”  Managing Director, Regional Bank

“We’ve done one community solar tax equity deal.  It was in Minnesota.  We required it to be fully subscribed before we closed.”   Managing Director, Money Center Bank

“Community solar is very time intensive and not an efficient use of our people time.”  Managing Director, Money Center Bank

“We want to see enough committed subscribers to be comfortable that the construction loan will be converted to a term loan and that there is enough cash flow to service tax equity and the term debt.”    Vice President, National Bank

“I have less concern about ITC recapture with respect to a community solar project than I do a regular project.”  Vice President, National Bank

“For community solar, we do not have minimum or average FICO credit score requirements. There is a data out there that folks will always pay their utility bill and accordingly their community solar bill.” Banker, Specialty Commercial Bank

“We are proponents of LMI (low-to-moderate income) community solar.  Just because you are LMI doesn’t mean you don’t pay your utility bill.  People like saving money.”  Banker, Specialty Commercial Bank

“LMI consumers are the most price sensitive [(i.e., their electric bill is larger percentage of their pay check)], so they get the most benefit from community solar.” Executive, SEPA

“Subscriber terminations have been 1/5th of our estimates.  Most of the terminations have been due to death or moving.“  President, Solar Developer

“If you are comfortable with the sponsor’s ability to replace subscribers, that’s what you are underwriting.” President, Solar Developer

“The one thing consumers hate more than utilities is wholesale suppliers [who try to persuade them to change their electric supplier].  We have to make sure that community solar is not confused with wholesale suppliers.” President, Solar Developer

“There is no limit to how many C&I customers that we will allow a community solar project to have.  The most important thing is to make sure all the subscription contracts are uniform.  The more C&I customers a project has the longer the underwriting takes.  We are happy to have the subscribers be 100 percent residential consumers.  We want to see the subscription contracts in the money [(i.e., a kWh cost that is less than purchasing from the utility)], so the subscriber is motivated to pay his bill.”  Vice President, National Bank

“A floating community solar rate [(e.g., the rate will always be 90 percent of the standard utility rate, which will vary over the life of the subscription agreement)] provides a customers a simple and secure value proposition, but it is a more complex for tax equity and lenders to underwrite.  Perhaps a solution would be floating with a floor [(e.g., the customer’s rate is the higher of (i) 90 percent of the standard utility rate at any given time and (ii) 3 cents a kilowatt hour)].”  Vice President, National Bank

“Customer acquisition costs are $600 to $1,000 per customer.”  President, Solar Developer

Net Metering

“Net metering (i.e., the ability of consumers to sell power to the utility to the extent the system on site produces more power than the customer needs in any given time interval) is compensation for value provided.  It is not a subsidy. The value provided is distributed generation solar replacing peak power and the health benefits of emissions free electricity.  We should not accept the argument that net metering is a subsidy.” President, Solar Developer

Corporate Power Purchase Agreements

“Corporates want ten year PPAs.”  Managing Director, Boutique Investment Bank

“A utility scale project with four or five corporate offtakers can be financed.  We are seeing that trend.”  Managing Director, Boutique Investment Bank

Merchant Projects

“We are seeing more creativity with respect to merchant structuring, whether for the post-contract period or for a portion of the project that is not contracted from the outset.” Managing Director, Boutique Investment Bank

“The market is saying bid to zero percent internal rate of return during the contracted period [(i.e., just recover your investment)] and make your profits from the residual” (i.e., the merchant period after the contracted period).  Managing Director, Regional Bank

“The smaller the deal the longer the merchant tail [(i.e., the period after the base term of the offtake contract)] that is financeable because for a small deal you only have to find one bank to finance it.” Managing Director, Regional Bank

[View source.]

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.

© Mayer Brown - Tax Equity Times | Attorney Advertising

Written by:

Mayer Brown - Tax Equity Times

Mayer Brown - Tax Equity Times 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.