The New Duty of Good Faith in Canadian Insolvency Proceedings

Bennett Jones LLP
Contact

Bennett Jones LLPCanada’s two main insolvency and restructuring statutes, the Bankruptcy and Insolvency Act (BIA) and the Companies’ Creditors Arrangement Act (CCAA) were recently amended to include a new duty of good faith on the part of all “interested persons” involved in an insolvency proceeding. The amendments do not define “good faith” or “interested persons”. Although requiring all participants in an insolvency proceeding to act in good faith may be a laudable objective, the statutory amendments are problematic. The amendments do not define what the duty of good faith actually entails while at the same time allow any interested person to complain to the court that the duty has been breached by another interested person. If the court finds that this undefined duty of good faith has been breached, the court is given very broad powers to make any order it considers appropriate in the circumstances. In addition, not defining “interested persons” could be problematic. To date, Canadian courts have been generous in allowing those claiming an “interest” in proceedings, including “social stakeholders”—a constituency with no economic interest in the debtor’s estate—to participate in insolvency and restructuring proceedings.1 This article discusses the new duty of good faith under the BIA and CCAA and considers how the duty might be interpreted, using the U.S. principle of equitable subordination for comparison.

The new duty of good faith has been enacted under sections 4.2 of the BIA and 18.6 of the CCAA, as follows:

Good faith

1. Any interested person in any proceedings under this Act shall act in good faith with respect to those proceedings

Good faith—powers of court

2. If the court is satisfied that an interested person fails to act in good faith, on application by any interested person, the court may make any order that it considers appropriate in the circumstances.

A duty of good faith in insolvency and restructuring proceedings is not a new concept under Canadian law. Prior to the above-noted amendments, the statutes already mandated a good faith duty for trustees in bankruptcy, receivers and monitors, and the debtor company.2 Moreover, the Supreme Court of Canada has previously recbeforeognized good faith as a “baseline consideration”3 in restructuring proceedings and as a “general organizing principle of the common law of contract”.4 However, an express statutory duty on the part of all participants (including creditors) in an insolvency proceeding is new. In circumstances where restructuring and insolvency proceedings in Canada are already supervised by a court and court-appointed officers (monitors, receivers and trustees) to ensure that the proceedings are conducted in accordance with the law and that restructuring plans are fair and reasonable, it is not clear what benefit is derived from the addition of an undefined duty of good faith on the part of all interested parties to an insolvency proceeding.

A creditor in an insolvency proceeding can be expected to act in its economic self-interest to maximize returns in accordance with its legal rights and priorities, often in competition with other creditors and stakeholders. Combining an undefined statutory duty with a very broad power for a court to “make any order that it considers appropriate in the circumstances” may lead to an increase in disputes between creditors, the debtor(s), and other participants in insolvency proceedings, since an application impugning an interested person’s good faith can be brought by any other interested person in the proceedings. Insolvency is often a zero-sum game, where one participant’s gain is another participant’s loss. Applications alleging bad faith could conceivably be launched out of self-interest by participants clamoring for priority or seeking to discredit the claims of other creditors to maximize their own recoveries or even by “social creditors” who do not have an economic interest in proceedings. This may in turn lead to increased uncertainty and costs to the detriment of all participants in an insolvency proceeding as a participant’s intent and good faith (or lack thereof) becomes an issue to be considered by the courts in addition to the legal priorities of its claims.

As there is not yet (at the time of writing this article) any reported jurisprudence interpreting the new good faith requirement under the BIA and CCAA, it is helpful to review some examples where courts have considered creditors’ conduct in insolvency and restructuring proceedings in Canada. Such a review will help provide some guidance as to how the duty of good faith might be interpreted and applied. Two relatively recent cases emanating from courts in the Canadian province of Quebec may be informative. In addition to the common law and statute based legal system used in the rest of Canada, Quebec is the only province with a civil code, based on the French Napoleonic Code. The duty to act in good faith in court supervised proceedings has long been codified under the Quebec Civil law.5 Therefore, while not previously a formal requirement under Canada’s federal insolvency statutes (BIA and CCAA), whether a participant in an insolvency proceeding is acting in good faith is often considered (albeit sometimes informally) in insolvency cases before Quebec courts.

In its March 16, 2018, decision in the Bluberi Gaming Technologies Inc. CCAA case,6 the Quebec Superior Court considered whether the secured creditor (Callidus Capital Corporation (Callidus)) of the CCAA debtors should be permitted to vote in favour of its own plan of arrangement in respect of the CCAA debtors in circumstances where it was alleged that the secured creditor’s plan was being advanced primarily to avoid and obtain releases from claims being pursued against Callidus by the CCAA debtors. While the Court recognized prior case law that confirmed creditors are entitled to vote their claims in “their own economic interests as long as their actions are not unlawful or do not result in substantial injustice”,7 the Court held that Callidus should not be permitted to advance and vote in favour of its proposed plan of arrangement in such circumstances:

It is one thing to let the creditors vote on a plan submitted by a secured creditor, it is another to allow this secured creditor to vote on its own plan in order to exert control over the vote for the sole purpose of obtaining releases. Under the present circumstances, this approach is both unfair and unreasonable. […] Callidus’ behavior is contrary to the “requirements of appropriateness, good faith, and due diligence [that] are baseline considerations that a court should always bear in mind when exercising CCAA authority.” […] In short, the Court finds that Callidus intends to use its vote for an improper purpose and that it should not be allowed to do so.8

The Bluberi decision was reversed on appeal and the Quebec Court of Appeal noted that Callidus was not acting improperly in seeking a release through the plan of arrangement proposed by it and that “voting rights should not be excluded on supposed ‘equitable grounds’.”9 That decision was further appealed to the Supreme Court of Canada, which overturned the Quebec Court of Appeal's decision. The Supreme Court of Canada's reasons have not yet been released as of the date of this article, so it is unknown whether the Supreme Court of Canada considered the "good faith" issue.

The Quebec Court of Appeal’s stance in Bluberi, that creditors are entitled to act in their own self-interest and their voting rights of creditors should not be interfered with on equitable grounds, is in interesting contrast to its earlier stance in the Uniforêt case.10 In Uniforêt the Quebec Court of Appeal upheld a Quebec Superior Court decision denying a debentureholder group’s motion to vote in a separate class on the basis that it was found to be acting in a self-interested manner:

[The] Petitioners’ motives and good faith are seriously in issue. […] [The] Petitioners persist in obstructing the plan in order to achieve their own ends, without regard to the results on the Company, the creditors, and community as a whole. They obviously have no interest in facilitating the reorganization of the Company but seek to maximize their return at all costs, even if it means liquidation, in which case they too will lose.11

The inconsistency between the appellate court decisions in Bluberi and Uniforêt provide little clarity on how the good faith standard will be interpreted and applied by Canadian courts going forward. Clearly the Quebec Court of Appeal took the motives of the creditors seeking to exercise their voting rights into account in both cases. Still, on the one hand the court held that self-interested conduct by a creditor (proposing a plan of arrangement to seek releases only for itself from claims asserted by the CCAA debtors) did not constitute bad faith sufficient to interfere with voting rights, while on the other hand the court held that other self-interested conduct by a creditor (threatening to vote down a plan of arrangement to negotiate a better return for debentureholders) did constitute bad faith. Perhaps the Supreme Court of Canada’s consideration of Bluberi will help shed some light on the “good faith” standard to be imposed upon and expected of creditors and other participants in insolvency and restructuring proceedings going forward.

In addition to the question of what the duty of “good faith” actually entails and what type of conduct may fall short of meeting that duty, an equally important question is what remedy a Canadian court ought to employ against an interested party who has found to have acted in bad faith in an insolvency or restructuring. As noted above, upon finding that the duty has been breached, the court has the power to make any order that it considers appropriate in the circumstances. Such broad remedial powers may be cause for worry, particularly in circumstances where the “offence” is undefined and there is little prior Canadian jurisprudence to rely upon. While Canadian courts have expressly stated that the U.S. doctrine of equitable subordination is not applicable in Canada,12 a brief review of the doctrine may be helpful in providing examples of when a Canadian court ought to interfere with a creditors legal rights and what the appropriate remedy may be.

The U.S. doctrine of equitable subordination was expressed by the United States Supreme Court in its 1939 decisions in Pepper v Litton and Taylor v Standard Gas Electric.13 Grounded in the jurisdiction of bankruptcy courts as courts of equity,14 the Supreme Court applied the doctrine to subordinate the claims of creditors who had, by their conduct, wrongfully advanced their interests to the detriment of their fellow creditors.

The doctrine has been codified in section 510(c) of the Bankruptcy Code, which provides that:

after notice and a hearing, the court may—

  1. under principles of equitable subordination, subordinate for purposes of distribution all or part of an allowed claim to all or part of another allowed claim or all or part of an allowed interest to all or part of another allowed interest; or
  2. order that any lien securing such a subordinated claim be transferred to the estate.15

Taken together, where a claimant is “guilty of misconduct that injures other creditors or confers an unfair advantage” equitable subordination may be invoked to reorder statutory priorities, for example, reducing secured claims to unsecured claims or even equity claims.16 Courts have noted that equitable subordination is “an extraordinary remedy to be employed […] sparingly”.17 The categories of inequitable conduct for which the doctrine is typically invoked include:

  1. fraud, illegality, breach of fiduciary duties;
  2. undercapitalization; and
  3. claimant’s use of the debtor as a mere instrumentality or alter ego.18

In the case of alleged inequitable behaviour by an arms-length creditor, courts have been reticent to employ the doctrine.19 In some cases, courts have required “wrongful conduct that rises to the level of ‘gross and egregious,’ ‘tantamount to fraud, misrepresentation, overreaching or spoliation,’ or ‘involving moral turpitude’ before equitable subordinating an outside creditor’s claim.”20 If however, the claimant is a fiduciary or insider of the debtor, a less stringent standard applies. The moving party must only establish “some unfair conduct, and a degree of culpability, on the part of the insider.”21

While Canadian courts have noted that the doctrine of equitable subordination is not applicable in Canada, the many decades of U.S. jurisprudence and the conclusions of the U.S. courts that it is an extraordinary equitable remedy to be employed sparingly in cases of wrongful or egregious conduct may provide helpful guidance as to how the new statutory duty of good faith and the broad powers of the Canadian courts should be interpreted and applied.


The author would like to thank Gavin Finlayson and Joshua Foster of Bennett Jones for their invaluable input on this article.

1. Bloom Lake, g.p.p., Re, 2015 QCCS 1920 at para 88 citing Canadian Airlines Corp, Re, 2000 ABQB 442 at para 95; Canadian Red Cross Society / Société Canadienne de la Croix-Rouge, Re [1998] CarswellOnt 3346 at para 50; Anvil Range Mining Corp, Re, 1998 CarswellOnt 5319 at para 9; Skydome Corp, Re, 1998 CarswellOnt 5922 at paras 6-7. See also, Re Imperial Tobacco Canada Limited, et al, (October 2, 2019) CV-19-615862-00CL where McEwen J. endorsed the participation of the Canadian Cancer Society (‘CCS”) in the restructuring proceedings of Canadian tobacco companies. McEwen J. did so notwithstanding that CCS was neither a creditor nor debtor and had no financial interest in the proceedings. CCS is permitted to participate subject to the court’s discretion and may file materials in response to any filings made by other stakeholders.
2. Companies’ Creditors Arrangement Act, RSC 1985, c. C-36 ss 11.02(3)(b), 25 [CCAA]; Bankruptcy and Insolvency Act, RSC 1985, c. B-3 ss 50(9), 50.4(5), 50.4(9), 50.4(11), 171(6), 247, [BIA]. When seeking a stay extension under the CCAA, the debtor must satisfy the court that it has acted, and is acting, in good faith and with due diligence. Likewise, courts must inquire as to whether the debtor is acting in good faith when granting an extension of time or terminating the period for filing a proposal under sections 50.4(9) and 50.4(11) of the BIA. Under section 247 of the BIA, a receiver is obligated to act honestly and in good faith. Similarly, section 25 of the CCAA mandates that monitors must act honestly and in good faith when exercising their powers or in performing their duties. While trustees have no affirmative obligation to act in good faith, they cannot avail themselves of the protections afforded from liability under the BIA unless they have acted in good faith.
3. Ted Leroy Trucking [Century Services] Ltd., Re, 2010 SCC 60 at para 70 [Century Services].
4. Bhasin v Hrynew, 2014 SCC 71 at para 33.
5. See, for example Civil Code of Québec, CCQ-1991 at articles 7, 1375.
6. Arrangement Relatif à 9354-9186 Québec inc (Bluberi Gaming Technologies Inc) -and- Ernst & Young Inc, 2018 QCCS 1040 (Quebec S.C.) [Bluberi].
7. Ibid, at para 36, citing Blackburn Developments Ltd (Re), 2011 BCSC 1671 at para 44.
8. Ibid, at paras 47-48.
9. Arrangement relatif à 9354-9186 Québec inc (Bluberi Gaming Technologies Inc), 2019 QCCA 171 at para 68.
10. Uniforêt Inc, Re (2002), 119 ACWS (3d) 185 (Quebec C.A.).
11. Uniforêt Inc, Re (2002), QJ No. 5457 (Quebec Superior Court) at para 95.
12. See for example, U.S. Steel Canada Inc, Re, 2016 ONCA 662 at para 101.
13. Pepper v Litton, 308 US 295, (1939); Taylor v Standard Gas and Electric, 306 US 307, (1939).
14. Lance Williams, Alan Hutches, & Jared Enns “Re-Ordering Priorities: A Review of Recent Jurisprudence Regarding the Categorization of Debt vs. Equity and Equitable Subordination” 7.2 I.I.C. at 9 [Re-Ordering Priorities].
15. United States Bankruptcy Code, 11 USC, as amended § 510(c).
16. Re-Ordering Priorities, supra note 14 at 9; In re Kreisler, 546 F.3d 863, (2008) at 866 [Kreisler]; In re Sentinel Management Group, Inc, 728 F.3d 660, (2013) at 669 [Sentinel]; Matter of Lifschultz Fast Freight, 132 F.3d 339, (1997) at 342 [Fast Freight].
17. In re Alternate Fuels, Inc, 789 F.3d 1139, (2015) at 1154 [Alternate Fuels]; Sentinel, ibid at 669.
18. Matter of Missionary Baptist Foundation of America, Inc., 712 F.2d 206, (1983) at 212; Fast Freight, supra note 16 at 345; Alternate Fuels, ibid at 1154; Sentinel, ibid; Kreisler, supra note 16 at 866.
19. Sentinel, ibid at 669-670.
20. Sentinel, ibid at 670; Alternate Fuels, supra note 17 at 1155.
21. In re Hedged-Investments Associates, Inc, 380 F.3d 1291, (2004) at 1301; Alternate Fuels, ibid at 1155.

Written by:

Bennett Jones LLP
Contact
more
less

Bennett Jones 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.