This Week In Securities Litigation

by Dorsey & Whitney LLP

Speeches were key this week. Steven Pelkin, Co-Director of the SEC’s Enforcement Division delivered remarks focused on the Wells process, offering suggestions for defense counsel. Deputy Attorney General Rod Rosenstein delivered two speeches in on day discussing new policies in white collar cases and regarding the FCPA. Essentially, Mr. Rosenstein noted that the FCPA cooperation policy adopted last year was intended to facilitate responsible corporate conduct while other policy changes were designed to facilitate coordination with law enforcement partners while avoiding piling on in resolving matters.

SEC Enforcement centered on two key topics this week. One was asset valuation at investment advisers. In two separate cases the advisers were charged with using false prices for difficult to value securities. The second was insider trading. In one case arising out of Singapore two brothers, one of whom had previously been enjoined for insider trading by the Commission, were involved in trading in advance of a takeover, although only one brother was named as a defendant.


Remarks: Steven Pelkin, Co-Director, Division of Enforcement, delivered the Keynote Address at the New York City Bar Association’s 7th Annual White Collar Crime Institute, New York, New York (May 9, 2018). The remarks provided a series of insights into how to prepare for, and make an effective Wells presentation (here).

SEC Enforcement – Filed and Settled Actions

Statistics: Last week the SEC filed 4 civil injunctive cases and 5 administrative proceedings, excluding 12j and tag-along proceedings.

Unregistered broker: In the Matter of Jason J. Lee, Adm. Proc. File No. 3-18478 (May 10, 2018) is a proceeding which names as Respondents Mr. Lee, an attorney, and his law firm, Law Offices of Jason J. Lee. From 2013 through 2015 Mr. Lee earned commissions from one EB-5 Investment Officer totaling at least $275,000. During the period Respondents solicited investors for the program and effected the transactions in the securities. Respondents directed the commissions be paid to a foreign bank account held by a relative. The Order alleges violations of Exchange Act section 15(a)(1). To resolve the proceedings Respondents each consented to the entry of a cease and desist order based on the section cited in the Order. In addition, they will pay disgorgement of $275,000, prejudgment interest of $25,000 and a penalty of $37,500.

Valuation: SEC v. Premium Point Investments, LP, Civil Action No. 24138 (S.D.N.Y. Filed May 9, 2018) names as defendants the firm, a registered investment adviser, Anilesh Ahuja, its CEO and CIO, and Jeremy Shore, a former partner and portfolio manager. From September 2015 through March 2016 the firm struggled with poor performance and redemptions. To forestall the redemptions Mr. Majidi sought to conceal the fund’s poor performance. To effect this Defendants first arranged to obtain inflated price quotes from a broker in exchange for brokerage for valuing certain bonds. Second, while the firm used an imputed method to value certain securities by essentially using the midpoint on the spread, it began using the method to further inflate the prices. Overall prices were inflated about 14% during the period. The scheme collapsed when the firm could not sell its holdings at the inflated prices to meet redemptions. The complaint alleges violations of Securities Act Section 17(a)(1) and (3), Exchange Act section 10(b) and Advisers Act sections 206(1), 206(2) and 206(4). The case is pending. See Lit. Rel. No. 24138 (May 9, 2018). The Manhattan U.S. Attorney’s Office filed a parallel criminal action.

Muni offerings: In the Matter of Barcelona Strategies, LLC, Adm. Proc. File No. 3-18476 (May 9, 2018) names as Respondents the firm and Mario Hinojosa. The firm was a registered municipal advisor. It is wholly owned by Mr. Hinojosa, an employee of a law firm, who set it up. Respondents acted as municipal advisers on three offerings between January 2013 and December 2014 for the La Joya Independent School District, earning $386,876.51. To secure the position they misrepresented their experience as municipal advisers – they had none. Defendants also failed to disclose the conflict arising from the fact that Mr. Hinojosa, the sole employee of the firm, worked for the law firm. The Order alleges violations of Exchange Act Section 15B and MSRB Rule G-17. To resolve the matter each Respondent consented to the entry of a cease and desist order based on the section and rule cited in the Order. Respondents will pay, jointly and severally, disgorgement of $362,606.91 and prejudgment interest of $19,514.37. The firm will also pay a penalty of $160,000. Mr. Hinojosa will pay a penalty of $20,000. He is also barred from the securities business.

Valuation/insider trading: In the Matter of Visium Asset Management, L.P., Adm. Proc. File No. 3-18473 (May 8, 2018). Visium was a registered investment adviser with more than $7.8 billion of assets under management. Two related investment vehicles were involved here: Visium Credit Master Fund, LT. – the Credit Fund – and Visium Balanced Master Fund Ltd. – the Balanced Fund. In May 2009 the adviser launched the Credit Fund. It focused on higher risk investments such as thinly traded corporate debt instruments issued by healthcare companies. As redemptions increased Respondents sought to stem the cash drain by bolstering performance.

From July 2011 to December 2012 portfolio managers Christopher Plaford and Stefan Lumiere engaged in a mismarking scheme to falsely value certain securities held by the Credit Fund and improperly inflate the NAV and apparent performance. The scheme was implemented by obtaining falsified prices from outside brokers. Defendants also obtaining inside information from the Office of Generic Drugs or OGD at the Federal Food and Drug Administration through two different consultants who formerly worked for the government. The Order alleges violations of Securities Act section 17(a), Exchange Act section 10(b), and Advisers Act sections 204A, 206(1), 206(2), 206(4), and 207. To resolve the proceedings, Respondent undertook to return all investor funds no later than one year from the date of the Order and filed a Form ADV-W to withdraw its registration as an investment adviser. Respondent also consented to the entry of a cease and desist order based on the sections cited in the Order as well as a censure. The firm will pay disgorgement of $4,755,223 and prejudgment interest of $720,711. In addition, Respondent will pay a penalty equal to the amount of the disgorgement. See also In the Matter of Steven Ku, Adm. Proc. File No. 3-18474 (May 8, 2018)(proceeding against CFO for failure to supervise two portfolio managers re valuation; resolved with the suspension of Respondent from the securities business for a period of twelve months and the payment of a $100,000 civil penalty).

Boiler room: SEC v. Houlihan, Civil Action No. 9:18-cv-80585 (S.D. Fla. Filed May 4 2018) is an action which names as a defendant Keith Houlihan, the operator from 2009 through 2015 of a nationwide boiler room that sold shares of Sanomedics. Over 700 investors purchased shares in the firm based on false representations that the stock was being sold at a deep discount and without being told that large portions of their investment would go to commissions and Mr. Houlihan. The complaint alleged violations of Securities Act section 17(a) and Exchange Act section 10(b), 13(a) and 15(a). Previously, Mr. Houlihan was charged in a criminal case in which he was ordered to serve 111 months in prison and pay restitution of about $21 million. He resolved the Commission’s action by consenting to the entry of a permanent bar and a penny stock bar. See Lit. Rel. No. 24137 (May 9, 2018).

Insider trading: SEC v. Rungraungnavarat, Civil Action No. 18-cv-03196 (N.D. Il. Filed May 4, 32018) is an action which names the resident of Bangkok, Thailand as a Defendant. The brother of Defendant, Badin, was enjoined in a Commission enforcement action for insider trading in June 2013. This case centers on the acquisition of Smithfield Foods, Inc. by Shuanghui Holdings International, announced before the opening of the markets on May 29, 2013. The deal represented a 31% premium to market. Prior to the announcement date Investment Banker, who worked on the deal at Thai Investment Bank, was involved in the transaction. He was also a longtime friend of Defendant. Investment Banker told Defendant about the deal by no later than May 3, 2013, according to the complaint. Subsequently, Defendant purchased 75,000 shares of Smithfield stock, 3,000 Smithfield call options and 2,580 Smithfield single-stock futures contracts through four different accounts at firms in Singapore. The transactions were done in coordination with his brother as reflected in emails. The purchases were executed on U.S. based exchanges. Defendant had illicit proceeds of about $3.8 million following the deal announcement. See also Lit. Rel. No. 24136 (May 7, 2018).

Insider trading: SEC v. Zimliki, Civil Action No. 1:18-cv-00947 (M.D. Pa. Filed May 4, 2018) is an action which names as defendants David Zimliki, a dentist, and Russel Schiefer, an energy trader. The action centers on the acquisition of Golden Enterprises, Inc. by Utz Quality Foods, LLC, announced on July 19, 2016. The deal was priced at a 60% premium to market. Prior to the deal announcement Mr. Zimliki misappropriated inside information about the transaction from a close personal friend who was a Banker working on the deal for Utz. He furnished the information to his friend, Mr. Schiefer, who also knew Banker. Both men purchased shares. After the deal announcement Mr. Zimliki had profits of $9,319 while Mr. Schiefer had profits of $5,877. The complaint alleges violations of Exchange Act Section 10(b). Each Defendant settled, consenting to the entry of a permanent injunction based on the section cited in the complaint. Each also agreed to pay disgorgement in the amount of their profits, prejudgment interest and a penalty equal to the amount of their disgorgement. See Lit. Rel. No. 24134 (May 4, 2018).

Custody rule violation: In the Matter of Winter, Kloman, Moter & Repp, S.C., Adm. Proc. File No. 3-18466 (May 4, 2018) is a proceeding which names as Respondents the audit firm and two of its partners, Curtis W. Disrud, CPA and Paul R. Schmer, CPA. The audit firm was retained by Voit Fund GP, LLC, an affiliate of Voit & Company, LLC, a registered investment adviser. Their assignment was to audit the financial statements of six pooled investment vehicles that Voit advised for purposes of the custody rule. There were also engaged to audit the Funds. Voit was unaware that the two partners on the engagement failed to meet the requirements of the custody rule. First, they were not independent because they had prepared the financial statements for the Funds in 2014 and 2015. Second, the firm was not subject to regular inspection by the PCAOB. Accordingly, Respondents caused violations of the custody rule. They also engaged in unprofessional conduct by failing to properly plan the engagement and ensure that the engagement team had the proper technical training. To resolve the proceedings each Respondent consented to the entry of a cease and desist order based on Section 206(4) of the Advisers Act. Each Respondent is also denied the privilege of appearing and practicing before the Commission. The firm and Mr. Schmer may each apply for reinstatement after one year while Mr. Disrud may apply after two years. The firm will also pay disgorgement of $17,531, prejudgment interest of $1,317 and a penalty of $15,000.


Suitability: The regulator fined Fifth Third Securities, Inc. $4 million and required that about $2 million in restitution be paid for improper transactions with regard to variable annuities. Specifically, the regulator found that the firm failed to properly consider and accurately disclose the costs and benefits of variable annuity exchanges and made recommendations without a reasonable basis to believe the exchanges were suitable. The firm also failed to properly train its staff regarding the instruments. The firm failed to comply with the terms of its 2009 settlement with regard to variable annuities, in addition to the current violations.

Criminal Cases

Remarks: Rod J. Rosenstein, Deputy AG delivered remarks at the New York City Bar White Collar Crime Institute, New York, New York (May 9, 2018). The remarks focused on recent policy changes which center on coordinating with other law enforcement agencies (here).

Offering fraud: U.S. v. Cranney, No. 1:14-cr-10276 (D. Mass. Verdict May 8, 2018) names as a defendant John W. Cranney. Defendant Cranney was found guilty by a jury following a two week trial on three counts of wire fraud, 12 counts of mail fraud and three counts of money laundering. From 2001 through 2012 he solicited investor funds from those with whom he had personal and business relationships. He represented that investor funds would be invested. To facilitate this he set up a number of different shell companies and fake IRA and 401k retirement plans. In fact he diverted the investor funds to his personal use. The scheme collapsed in early 2012 when he could not obtain new investment money and investors began demanding a return of their investment. Sentencing is scheduled for August 2, 2018.

Offering fraud: U.S. v. Trolice, No. 2:17-cr-00120 (D.N.J) is an action in which James Trolice previously pleaded guilty to a two count information charging him with securities fraud and transacting in criminal proceeds. He was sentenced this week to serve 19 months in prison followed by three years of supervised release. In addition, the court directed that he pay $5,000,512.65, representing the proceeds of the fraudulent scheme. Previously, co-defendant Lee Vaccaro pleaded guilty and was sentenced to serve 78 months in prison. The scheme centered on Trolice Consulting Services LLC and eAgency, a California based firm that developed mobile security products. The two defendants sold investors interests in the consulting firm and others controlled by Mr. Vaccaro. Investors were falsely told that the companies held warrants for eAgency. By January 2011 the dollar amount of the interests the two defendants sold in the firms surpassed the dollar amount of valid warrants held by the entities. Investors were never told that any interest they acquired was being diluted. The two men defrauded investors out of about $5 million.

Offering fraud: U.S. v. Holdaway, No. 3:16-cr-00250 (N.D. Cal.) is an action in which a jury found defendant Kevin Kyes guilty on one count of conspiracy to commit wire fraud, and two counts of money laundering. The charges were based on an investment fraud in which almost $7 million was raised by Defendant Keys and his co-conspirator, John Holdaway, who previously pleaded guilty. From December 2012 through July 2015 the two men targeted a group of Japanese investors, convincing them to invest in their firm Money Management Strategies which supposedly engaged in high speed trading. The investors were assured their funds were safe because they would remain in a bank account and be used only to collateralize a line of credit to fund the trading. In reality the operation was a Ponzi scheme. Investors were given false documents to conceal this fact. Sentencing is scheduled for August 17, 2018.

Insider trading: U.S. v. Blaszczak, No. 1:17-cr-00357 (S.D.N.Y. Verdict May 4, 2018). The Defendants convicted are: David Blaszczak, a political intelligence consultant and former CMS employee; Christopher Worrall, an employee of CMS since 1999 and longtime friend of Mr. Blaszczak; and Theodore Huber and Robert Olan, partners and analysts at Deerfield Management Company, L.P., a healthcare-focused hedge fund in New York. Previously, Jordan Fogel, also a health care analyst at Deerfield, pleaded guilty to criminal charges and settled claims with the SEC. He entered into cooperation agreements with the U.S. Attorney’s Office and the SEC. The case centered on alleged tips of inside information by Mr. Worrall to Mr. Balaszczak about three significant rate changes at CMS between May 2012 and November 2013, according to papers in the criminal case and the SEC’s complaint. In each instance Deerfield traded profitably, reaping $3.9 million in illicit trading profits. See also SEC v. Blaszczak, Civil Action No. 1:17-cv-03919 (S.D.N.Y. Filed May 24, 2017).


Remarks: Rod J. Rosenstein, Deputy AG, delivered remarks at the American Conference Institute’s 20th Anniversary New York Conference on the Foreign Corrupt Practices Act, New York, New York (May 9, 2018)(here). The remarks focused on the purpose of the policy on cooperation adopted last November which is to encourage responsible corporate behavior. At the same time DOJ is coordinating with other enforcement agencies to avoid “piling on” in resolving matters (here).

Circuit Courts

Variabedian v. Emulex Corporation, No. 16-55099 (9th Cir. Filed April 20, 2018) is a securities class action based on Exchange Act Section 14(e) and Section 20(a) centered on the tender offer by Avago Technologites Wireless Manufacturing, Inc. for Emulex Corporation, announced on February 25, 2015. Following the deal announcement a punitive class action was brought alleging that the tender offer materials contained a material omission because they did not summarize a Premium Analysis prepared by one of the investment bankers in the deal which would have shown that the premium to market offered was below market. The District Court dismissed the complaint with prejudice, concluding that Section 14(e) required scienter which plaintiff failed to plead.

The Circuit Court reversed, concluding that one of the two parts of Section 14(e) only requires that a securities law plaintiff plead and prove a cause of action based on negligence: “We now hold that Section 14(e) of the Exchange Act requires a showing of negligence, not scienter. This holding is, as the Court acknowledged, contrary to decisions in five other circuits.

The Ninth Circuit’s decision is based on the statutory text, bolstered by its purpose and history. The statute states in pertinent part: “It shall be unlawful for any person (1) to make any untrue statement of a material fact or omit to state any material fact . . . or (2) to engage in any fraudulent, deceptive, or manipulative acts or practices . . .” (emphasis added). The use of the word “or” separates the two clauses of the Section, the Court stated, and is significant. This shows that there are two different offenses proscribed by the statute. The first focuses on misstatements and omissions. The second, on manipulative acts and practices.

Careful consideration of the Supreme Court’s decisions parsing the language of Section 10(b) of the Exchange Act demonstrates that there are important distinctions between that provision and section 14(e). When the Supreme Court began its examination of rule 10b-5’s language in Ernst & Ernst v. Hochfelder, 425 U.S. 185 (1976) it initially focused on the phrase stating that “It shall be unlawful . . . [t]o make any untrue statement of a material fact or omit to state any material fact . . .” That passage, the Court allowed, could be read as proscribing any type of material misstatement, regardless of intention. In Hochfelder the Court held, however, that section 10(b) and the rule require proof of scienter. That conclusion was based on the fact that the rule could not be broader than the Section which in fact requires scienter: “Rule 10b-5 requires a showing of scienter because it is a regulation promulgated under Section 10(b) of the Exchange Act, which allows the SEC to regulate only ‘manipulative or deceptive device[s].’”

Three years later the Supreme Court decided Aaron v. SEC, 446 U.S. 680 (1980) which considered the knowledge requirement of Section 10(b) and Securities Act Section 17(a) in the context of an SEC enforcement action. There the Court reaffirmed its decision in Hochfelder as to section 10(b). As to Securities Act section 17(a)(2) however, the Court reached a different conclusion. That subsection prohibits “’any untrue statement of a material fact or any omission to state a material fact . . .’” In view of this language the Aaron Court held “that Section 17(a)(2) does not require a showing of scienter.” (emphasis original).

The language of Section 17(a)(2) is substantially similar to that of the first part of Section 14(e). Both prohibit misrepresentations and omissions. Under these circumstances Aaron compels the conclusion that the first part of section 14(e) only requires proof of negligence. The Court bolstered its conclusion, citing the purpose and history of section 14(e). While the Court acknowledged that five other circuits had reached a contrary result, three of those decisions were prior to Aaron. The other two posted dated that decision but failed to analyze it.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Dorsey & Whitney LLP | Attorney Advertising

Written by:

Dorsey & Whitney LLP

Dorsey & Whitney 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 (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.