The Impact on Financing Transactions if the House’s “Tax Cuts and Jobs Act” Passes

by Orrick, Herrington & Sutcliffe LLP
Contact

Orrick, Herrington & Sutcliffe LLP

On November 2, 2017, House Ways and Means Committee Chairman Kevin Brady (R-TX) introduced a tax bill entitled the Tax Cuts and Jobs Act (“H.R. 1”), and later proposed amendments to the bill on November 3, November 6, and November 9, 2017. H.R. 1, if passed, would make certain fundamental changes to the taxation of financing transactions.

Most notably, if enacted in its current form, H.R. 1 would:

  • generally limit the deduction of net business interest expense to 30% of adjusted taxable income;
  • limit the deduction for interest paid by a U.S. corporation that is a member of an international financial reporting group
  • ·only treat a payment to a corporation as a non-taxable contribution to capital to the extent that stock of equivalent value of such corporation is received in exchange therefor;
  • impose a 20% excise tax on “deductible” payments (including cost of goods sold, inventory and the tax basis of a depreciable or amortizable assets) to foreign affiliates;
  • implement a 25% tax rate for pass-through entities (including certain dividends from REITs);
  • limit the like kind exchange provisions to exchanges of real property only; and
  • impose new limitations for mortgage interest and real property tax deductions and exclusion of gain from the sale or exchange of a principal residence.

Because it is so early in the legislative process, this Tax Law Update provides a summary overview only of certain provisions in H.R. 1 that could impact on financing transactions. A few of these provisions are also addressed in more detail in separate Tax Law Updates.


New General Limit on the Deduction of Business Interest

The deduction for business interest may now be limited.

Background

Under current law, “earnings stripping rules” in Section 163(j) of the Internal Revenue Code of 1986, as amended (the “Code”), limit the deductibility of net interest expense with respect to interest paid or accrued by a corporation to a related party when no U.S. federal income tax is imposed with respect to the interest if (1) the corporation’s debt-to-equity ratio exceeds 1.5 to 1.0 and (2) net interest expense of the corporation exceeds the sum of 50% of the adjusted taxable income of the corporation for such year plus any excess limitation that was carried forward from any of the three previous taxable years. Adjusted taxable income is defined as taxable income before any deductions for non-business items, interest income or expense, any net operating loss deduction, and any deduction or depreciation, amortization or depletion.   

H.R. 1 Would Limit Business Interest Deductions to 30% of Adjusted Taxable Income

Applicable to taxable years beginning after 2017, H.R. 1 would replace the current “earnings stripping rules” of Section 163(j) of the Code with a new limitation that generally applies to all businesses, regardless of their form. Under revised Section 163(j) of the Code, the deduction of any net business interest expense would be limited to an annual amount equal to 30% of the adjusted taxable income of the taxpayer.  Any disallowed business interest would be carried forward for five taxable years (but may not be carried back) and would be re-tested in such subsequent years. Under special rules applicable to pass-through entities, owners of a pass-through entity may be able to use the pass-through entity’s excess interest limitation for the taxable year and net income from the pass-through entity would not be double counted at the owner level. This limitation only applies to interest paid or accrued on indebtedness properly allocable to a trade or business.  As under current law, adjusted taxable income is defined as taxable income before any deductions for non-business items, interest income or expense, any net operating loss deduction, and any deduction or depreciation, amortization or depletion. Businesses with average gross receipts of $25 million or less, as well as certain regulated public utilities and real property trades or businesses, would not be subject to the new limitation.

It is unlikely that the new limitation would affect most structured finance transactions since (1) it would apply to net business interest expense only and (2) most structured finance transactions either use securitization vehicles that are not engaged in a trade or business or otherwise do not incur net interest expense in the transaction.  However, this limitation could affect certain structured finance transactions where the securitization vehicle is engaged in a trade or business and has net business interest expense (e.g., certain lease or whole business securitization transactions). 

Notably, H.R. 1 does not address the debt versus equity rules under Section 385 of the Code.

New Limit on the Deduction of Interest Paid by a U.S. Corporation that is a Member of an International Financial Reporting Group

In addition to the general limit on the deductibility of interest described above, H.R. 1 would limit the deductibility of net interest expense by a U.S. corporation that is a member of an international financial reporting group to 110% of the U.S. corporation’s share of the group’s global earnings before interest, taxes, depreciation and amortization (“EBITDA”).  This provision is designed to prevent a U.S. corporation from deducting interest paid to a non-U.S. affiliate that is not taxed on such interest and, thereby, may reduce the overall amount of income tax paid by such corporate group.

Background

Currently, subject to the general limitations on the deductibility of interest, interest expense of a U.S. corporation that is owed to a non-U.S. affiliate generally is deductible for U.S. federal income tax purposes, other than in the case of original issue discount that is owed to a related non-U.S. party, which only is deductible when paid.  As noted above, this permits a U.S. corporation to deduct certain interest that is paid to a non-U.S. affiliate that is not taxed on such interest and, thereby, may reduce the overall amount of income tax paid by such corporate group.

Limit on the Deduction of Interest Paid by a U.S. Corporation that is a Member of an International Financial Reporting Group

H.R. 1 would limit the deductibility of net interest expense by a U.S. corporation that is a member of an international financial reporting group to 110% of the U.S. corporation’s share of the group’s EBITDA.  This rule would apply in addition to the general limitation on the deductibility of interest described above by applying the greater limitation under each set of rules.  For this purpose, an international financial reporting group would be a group of entities that includes at least one non-U.S. corporation that is engaged in a trade or business in the United States, or at least one U.S. corporation and one non-U.S. corporation, prepares consolidated financial statements, and has annual global receipts of more than $100 million.  The limitation would also apply to a partnership which is a member of any international financial reporting group under rules similar to the new “earnings stripping rules” of Section 163(j) of the Code described above, except as otherwise provided in regulations.  This provision would be effective for taxable years beginning after 2017.

The Exclusion for Capital Contributions Would be Limited

The rules for the exclusion from gross income of contributions to the capital of corporations would be limited significantly.

Background

Under current law, contributions to the capital of a corporation (including the contribution of a corporation’s debt to such corporation) generally not taxable to such corporation.

Tax-Free Contributions to the Capital of a Corporation Would be Limited to the Value of Stock Received in Exchange Therefor

H.R. 1 would require the inclusion of a contribution to the capital of a corporation in exchange for stock of such corporation in the gross income of such corporation to the extent that the value of the contributed property exceeds the value of such stock received therefor.  Moreover, the exception to cancellation of indebtedness income for contributions of a corporation’s debt to the capital of such corporation would no longer apply.  H.R. 1 also provides that a similar rule would apply to contributions to entities other than corporations (e.g., partnerships).  While a summary of H.R. 1 released by Chairman Brady notes that “[t]his provision would remove a Federal tax subsidy for State and local governments to offer incentives and concessions to businesses that locate operations within their jurisdiction (usually in lieu of locating operations in a different State or locality),” its reach is much broader and could create complications in restructuring transactions.

20% Excise Tax on Certain Payments to Non-U.S. Affiliates

A new excise tax on certain payments to non-U.S. affiliates could complicate cross-border transactions, including certain financing transactions.

Background

Under current law, there generally is no excise tax on deductible payments by U.S. corporations to non-U.S. affiliates.  Therefore, as long as payments are set at arm’s length amounts, generally, the non-U.S. affiliate would not be subject to tax on the receipt of a payment from a U.S. affiliate (including from a sale), even if such non-U.S. affiliate is resident in a jurisdiction that imposes income taxes at a lower rate than the United States, and the U.S. corporation would reduce its U.S. federal income taxes by the amount of such payment.

The 20% Excise Tax Could Apply in Certain Structured Transactions Where Receivables or Assets are Transferred to the United States

H.R. 1 imposes a 20% excise tax on certain payments by a U.S. corporation (including payments by a partnership owned by such corporation) to a non-U.S affiliate which is a member of the same international financial reporting group as such U.S. corporation, unless the non-U.S. affiliate agrees to treat the payment by the U.S. corporation as U.S. effectively connected income.  Covered payments for these purposes would include “amounts allowable as a deduction or included in cost of goods sold, inventory or the [tax] basis of a depreciable or amortizable asset,” but would exclude interest, payments for certain services provided at cost and payments in certain commodities and securities transactions.

Due to the interest exclusion, this rule should not be applicable to most financing transactions.  However, taxpayers should be mindful of the rule when structuring purchases of certain receivables or other assets by U.S. affiliates from non-U.S. affiliates in connection with a financing transaction.

Rate on Income from Pass Through Entities is Cut to 25%

The drafters of H.R. 1 recognized that owners of businesses in pass-through form would be disadvantaged as compared to businesses in C corporation form if the C corporation rate were reduced significantly (which they propose to reduce to 20%) without a comparable rate drop for pass through entities.   Therefore, H.R. 1 offers a special tax rate of 25% to business income received by taxpayers from a pass-through entity.

Background

Under current law, businesses organized as partnerships, most LLCs, S corporations and sole proprietorships are generally treated for U.S. federal income tax purposes as “pass-through” entities that are subject to tax at the individual owner or shareholder level rather than the entity level.  The owners then report the income on their own returns and pay tax (generally) at ordinary income rates, the top current rate being 39.6%.

Owners Active in the Pass-Through Business Apply the 25% Rate to Only Part of Their Income

Each owner would separately determine its proportion of business income received from the pass-through entity.  If the income is derived from a passive business activity it would be treated entirely as business income and all subject to the 25% rate. If the income is considered to be active income, and thus raises a question as to the appropriate amount to be treated as compensation and subjected to regular rates, then only a portion of the income would be eligible for the 25% rate.  As a default rule, 30% of the income would be subject to the 25% rate, while the other 70% would be treated as wages or compensation and taxed at regular, graduated ordinary income rates.  

A higher percentage of such active income could be subject to the 25% rate, depending on a deemed return calculation.  In the deemed return calculation, the taxpayer would apply a rate of return (the U.S. federal short-term rate plus 7%) to the cost basis of the assets of the business as of the end of the tax year.  That amount of the taxpayer’s total income from the pass-through would be subject to the 25% rate.  Depending upon the asset base and the rate applied, the percentage of total income receiving the benefit of the 25% rate could exceed the default percentage of 30%. The effect of such a provision would be that those businesses in pass-through form that are heavily invested in equipment or other assets, such as manufacturers, would generate income that is taxed to their active owner recipients at a significantly lower rate.  However, assets that have been expensed under the new rules under H.R. 1 would not provide any cost basis for purposes of this rule.

This 25% rate is unlikely to apply in most structured finance transactions since securitization vehicles typically are not engaged in a business or would otherwise have a zero capital percentage under the proposed rules for purposes of the deemed return calculation. However, equity investors in structured finance transactions involving active securitization vehicles with collateral that might be included in the asset base for purposes of the deemed return calculation (e.g., certain lease or whole business securitization transactions) should consider whether and how they might take advantage of the 25% rate on income earned through the securitization vehicle.

Preferential Rate would Apply to Certain Dividends from REITs

Under H.R. 1, certain dividends from real estate investment trusts (“REITs”) also would be eligible for the preferential 25% rate for income from pass-through entities.  The 25% rate would not apply to capital gain and qualified dividend dividends from REITs, to which the capital gains rates would apply.

Like Kind Exchange Rule Limited to Real Property

H.R. 1 would limit the popular like kind exchange rules to exchanges of real property only.

Background

Currently, the exchange of property for property of like kind is not taxable for U.S. federal income tax purposes.  While popular in connection with exchanges of real property, such provision is not limited to exchanges of real property.  Such exchanges may be facilitated through so-called qualified intermediaries.

Like Kind Exchange Rule Limited to Real Property

Under H.R. 1, the like kind exchange rules would be limited to exchanges of real property.  In addition, property located in the United States and property located outside the United States would not be treated as property of a like kind.  While the like kind exchange rules typically are not used in connection with financing transactions, they sometimes are used by manufacturers (e.g., automobile manufacturers) in connection with lease securitization transactions.

New Limitations for Mortgage Interest and Real Property Tax Deductions and Exclusion of Gain from the Sale or Exchange of a Principal Residence

New limitations on the deductibility of mortgage interest and real property taxes and the exclusion of a portion of any gain from the sale or exchange of a principal residence could depress U.S. real estate values.

Background

Under current law, homeowners may claim itemized deductions for mortgage interest paid with respect to their principal residence and one additional residence on acquisition indebtedness of up to $1 million ($500,000 for married individuals filing separate returns) and on home equity indebtedness of up to $100,000 ($50,000 for married individuals filing separate returns), as well as for real property taxes paid.  Under current law, there is no cap on the deductibility of real property taxes, other than the general limit on itemized deductions based on a taxpayer’s adjusted gross income and the add back of real property taxes for purposes of calculating the alternative minimum tax.  In addition, under current law, $250,000 of any gain from the sale of a principal residence ($500,000 for joint filers) may be excluded from gross income.  This exclusion is available only for properties used as a principal residence for at least two years in a five-year period, and may be used only for one sale every two years.

H.R. 1 would Impose New Limits on the Deductibility of Mortgage Interest and Real Property Taxes and Limit the Availability of the Exclusion of a Portion of any Gain from the Sale or Exchange of a Principal Residence, and Phase out such Exclusion based on the Taxpayer’s Adjusted Gross Income

For new indebtedness incurred after November 2, 2017, H.R. 1 would reduce the cap on acquisition indebtedness to $500,000 ($250,000 for married taxpayers filing separate returns) and eliminate the deduction for interest on home equity indebtedness.  In addition, H.R. 1 would limit the deduction for interest on mortgages on the taxpayer’s principal residence only.  In addition, H.R. 1 would limit the deduction for taxes not paid or accrued in a trade or business to U.S. real property taxes only and cap such deduction at $10,000 a year ($5,000 a year for married taxpayers filing separate returns).

H.R. 1 would also limit the exclusion for gain from the sale of a principal residence  to gain from the sale or exchange of a residence used as a principal residence for at least five years in an eight-year period and the taxpayer would be able to use this exclusion only once every five years.  It also would reduce the amount of such exclusion by the amount by which the taxpayer’s adjusted gross income exceeds $250,000 ($500,000 for joint filers).  The provision would apply to sales and exchanges of principal residences after December 31, 2017.

The potential limitations on the deductibility of mortgage interest and real property taxes, and limitations and phase out of the exclusion of a portion of gain from the sale of a principal residence, each could depress real estate values and, therefore, indirectly affect the securities markets that involve U.S. real estate assets and mortgages with respect to such assets.

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.

© Orrick, Herrington & Sutcliffe LLP | Attorney Advertising

Written by:

Orrick, Herrington & Sutcliffe LLP
Contact
more
less

Orrick, Herrington & Sutcliffe 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.