This Week In Securities Litigation

Dorsey & Whitney LLP
Contact

The PCAOB filed a settled action involving an auditing firm in which the consent order of settlement was based on admissions of facts. The approach is similar to the one adopted by the SEC in which the Commission requires admissions of fact in select cases.

This week the SEC filed a settled FCPA action against Bristol-Myers and an action against two Blackstone affiliates based on disclosure violations. The SEC also filed a settled action based on spoofing, another tied to the failure of two affiliates to follow confidentiality procedures and actions centered on financial fraud and related party transactions.

SEC Enforcement – Filed and Settled Actions

Statistics: During this period the SEC filed 2 civil injunctive cases and 7 administrative actions, excluding 12j and tag-along proceedings.

Manipulation/spoofing: In the Matter of Briargate Trading, LLC, Adm. Proc. File No. 3-16889 (October 8, 2015) is a proceeding which names the trading firm and its co-founder, Eric Oscher, a former NYSE specialist, as Respondents. From October 2011 through September 2012 Respondents engaged in a spoofing strategy. Prior to the market open Respondents would enter non-bona fide orders on the NYSE. Subsequently on another exchange Respondents would place orders on the opposite side. A report from the Exchange called the Imbalance Message, available to subscribers, reflected the fact that there are more orders on one side of the market – an imbalance. It included the non-bona fide orders. Those orders gave false impressions of interest to other market participants. After the Message, Respondents cancelled those orders. Respondents then took advantage of the price movement by unwinding their opposite trades. Over the period Respondents made about $525,000. The Order alleges violations of Securities Act Section 17(a)(1) and (3) and Exchange Act Sections 9(a)(2) and 10(b). To resolve this action Respondents consented to the entry of a cease and desist order based on the Sections cited in the Order. In addition, Respondents will, on a joint and several basis, pay disgorgement of $525,000, prejudgment interest and a penalty of $350,000.

Procedures: In the Matter of Wolverine Trading, LLC, Adm. Proc. File No. 3-16890 (October 8, 2015). Wolverine Trading is a registered broker-dealer owned by Wolverine Holdings, L.P. Respondent Wolverine Asset Management, LLC is a registered investment adviser and a wholly owned subsidiary of Wolverine Holdings. Respondents are affiliates. Each Respondent had in place policies and procedures to prevent the misuse of material non-public information. Nevertheless, when trading an exchange traded note known as TVIX, issued by Credit Suisse AG, Wolverine Trading shared material, nonpublic information about the notes with its affiliate in March 2012. Specifically, following a trading price drop on March 22, 2012 Credit Suisse announced a reopening of issuances of TVIX on a limited basis. During and following that period Wolverine Trading shares information about TVIX with Wolverine Asset regarding its trading position, activities and strategies. Its affiliate shared with Wolverine Trading its intent to enter into a swap and other material information. These exchanges violated the firms’ policies. The Order alleges violations of Exchange Act Section 15(g) and Advisers Act Section 204A. To resolve the matter Wolverine Trading consented to the entry of a cease and desist order based on Exchange Act Section 15(g). Wolverine Assets consented to the entry of a cease and desist order based on Advisers Act Section 204A. Both firms were censured. Wolverine Asset will pay disgorgement of $364,145.80, prejudgment interest and a penalty of $375,000. Wolverine Trading will pay a penalty of $375,000. The Commission considered the remedial acts promptly taken by each firm in accepting the settlement offers.

Disclosure: In the Matter of Blackstone Management Partners L.L. C., Adm. Proc. File No. 3-16887 (October 7, 2015). Respondents Blackstone Management, Blackstone Management Partners III L.L. C., and Blackstone Management Partners IV L.L.C. are subsidiaries of publically traded Blackstone Group (collectively “Blackstone Management”). Each is a registered investment adviser. Blackstone Management advises a number of private equity Funds. Each Fund owns multiple portfolio companies. Blackstone Management typically entered into monitoring agreements with each portfolio company. The monitoring agreements stated in part that the agreement could be terminated, and the fees accelerated, if there was a private sale or IPO of a portfolio company. The monitoring fees were disclosed to partners prior to their commitment of capital. The practice of accelerating those fees was not. In addition, from 2007 through 2011 Law Firm performed legal work for Blackstone Management and the Funds. The Law Firm extended a larger discount for its services to Blackstone Management than the one received by the Funds. In view of this practice, and the failure to disclose its acceleration of monitoring fees, Blackstone Management breached its fiduciary duty and failed to have in place policies and procedures reasonably designed to prevent violations of the Advisers Act. The Order alleges violations of Advisers Act Sections 206(2) and 206(4). To resolve the proceeding Respondents consented to the entry of a cease and desist order based on the Sections cited in the Order. The firms will pay disgorgement of $26,225,203, prejudgment interest and, on a joint and several basis, a penalty of $10 million. The disgorgement and prejudgment interest will be paid into a fund to compensate the Funds and their limited partners.

Unregistered broker: In the Matter of Phillip Cory Roberts, Adm. Proc. File No. 3-16888 (October 7, 2015) is a proceeding which names as Respondents Mr. Roberts and his firm, Bay Peak, LLC. Since 2007 Respondents have participated in at least nine corporate financings or reverse mergers involving Chinese operating companies. Neither Respondent is registered with the Commission in any capacity. Nevertheless, during the financing process Respondents would work with management to raise capital through private placements and IPOs. They would also directly solicit investors and hire agents to solicit investors and participate in other parts of the registration process. The Order alleges violations of Exchange Act Section 15(a)(1). The proceeding will be set for hearing.

Insider trading: SEC v. Wu, Civil Action No. 1:15-cv-07922 (S.D.N.Y.) is a previously filed action naming as a defendant Oscar Wu, an employee of an investment bank. In late 2012 Mr. Wu’s employer was contemplating an investment in Unwired Planet. During the process he learned confidential business information and used it to trade. To resolve the matter Mr. Wu consented to the entry of a permanent injunction based on the antifraud provisions. In addition, he agreed to pay disgorgement, prejudgment interest and penalties totaling $35,038 and agreed to be barred from the securities business with a right to reapply in five years. See Lit. Rel. No. 23380 (October 7, 2015).

Financial fraud: SEC v. Petersen, Civil Action No. 5:15-cv-04599 (N.D. Cal. Filed October 6, 2015); SEC v. Knapp, Civil Action No. 5:15-cv-04598 (N.D. Cal. Filed October 6, 2015). Defendant Ryan Petersen was the CEO of OCZ Technology Group, Inc., a now bankrupt firm which once sold computer memory storage and power supply devices largely to distributor and original equipment manufacturers. Defendant Arthur Knapp was the CFO. Mr. Petersen is alleged to have orchestrated a financial fraud at the firm by mischaracterizing sales discounts as marketing expenses, channel stuffing with the firm’s largest customer and concealing customer product returns to avoid booking them. He is alleged to have profited by trading company shares during the period and to have executed false certifications. Mr. Knapp is alleged to have instituted or maintained polices that resulted in the firm’s books and records to be materially misstated. Those included reclassifying costs of goods sold as R&D, failing to capitalize labor and overhead costs in firm inventory costs and recognizing revenue prematurely. He was also responsible for the internal accounting controls which were deficient. The complaint as to Mr. Petersen alleges violations of Securities Act Section 17(a) and Exchange Act Sections 10(b), 13(a), 13(b)(2)(A) & (B), 13(b)(5) and SOX Section 304. The complaint as to Mr. Knapp alleges violations of Securities Act Sections 17(a)(2) & (3) and Exchange Act Sections 13(a), 13(b)(2)(A)&(B) and13(b)(5). Mr. Knapp resolved the action, consenting to the entry of a permanent injunction based on the Sections cited in the complaint as to him. He also agreed to the entry of an officer and director bar and to pay disgorgement of $130,000, prejudgment interest and to forego any claim against the company for $170,000 in unpaid compensation. See Lit. Rel. No. 23379 (October 6, 2015).

Misrepresentations: In the Matter of Arthur F. Jacob, CPA, Adm. Proc. File No. 3-16883 (October 5, 2015) is a proceeding which names as Respondents Innovative Business Solutions, LLC, a company co-owned by Mr. Jacob and his wife, that provides accounting, tax and investment advisory services to about 30 client households. From about 2009 through 2014 Respondents routinely made misrepresentations to clients by failing to inform them that Mr. Jacob had been disbarred by the State of Maryland for misappropriating client funds and making false statements to bar counsel, not disclosing the risks and profitability of their investments and providing false information about the advisory services. The Order alleges violations of Exchange Act Section 10(b) and Advisers Act Sections 206(1) and 206(2). The proceeding will be set for hearing.

Related party transactions: In the Matter of Home Loan Servicing Solutions, Ltd., File No. 3-16882 (October 5, 2015). Respondent Home Loan’s primary asset is Rights to mortgage servicing rights. The firm is an outgrowth of business of Ocwen Financial which is servicing securitized mortgages held in trust, including advancing funds for missed payments. Ocwen’s Executive Chairman created Home Land to take over the financing aspect of that business. Both firms are publically traded. Home Loan disclosed that it had adopted policies and procedures to avoid potential conflicts with respect to related party transactions. In fact the firm did not have any written procedures specifying when an officer or director with a conflict was required to recuse himself or herself. Thus, when the firm entered into transactions with Ocwen, sometimes the Chairman recused himself and sometimes he did not. To the contrary, the Chairman of Home Land was on both sides of transactions between the firms. The Rights acquired from Ocwen were the primary asset of Home Loan. Since they were illiquid, valuation was difficult. The valuation of the Rights was listed by the firm as a Critical Accounting Policy. To value the Rights, Home Loan retained a third party. The firm, however, developed an alternate method. That method was contrary to GAAP. Thus in August 2014 Home Loan was required to restate its financial statements incorporated in Forms 10-K for the years 2012 and 2013 and Form 10-Q for the first quarter of 2014. The Order alleges violations of Exchange Act Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B). To resolve the matter the firm consented to the entry of a cease and desist order based on the Sections cited in the Order. In addition, it will pay a penalty of $1.5 million.

FCPA

In the Matter of Bristol-Myers Squibb Company, Adm. Proc. File No. 3-16881 (October 5, 2015). Bristol-Myers entered the China market in 1982. The firm does business in China through Bristol-Myers Squibb (China) Investment Co. Limited which in turn operates through Sino-American Shanghai Squibb Pharmaceuticals Limited, a majority owned joint venture.

Beginning in 2009, and continuing through 2014, Respondent marketed its products to state-owned and state controlled hospitals in China. During the period, sales representatives provided items to health care providers which ranged from small food and personal care items to shopping cards, jewelry, sightseeing, and cash. It was widely known at the firm that “No money, no prescription.” Indeed, the practice was widely documented in emails and activity plans of the firm. Despite the wide spread nature of the practices, the China subsidiary failed to take effective action. In addition, the China subsidiary did not implement a formal FCPA compliance program until April 2006. There was no dedicated compliance officer at the China subsidiary until 2008 and no permanent compliance position in China until 2010. The improper practices were reflected in the books and records of the China subsidiary which were incorporated into those of the parent. The Order alleges violations of Exchange Act Sections 13(b)(2)(A) and 13(b)(2)(B).

In resolving the proceeding Bristol-Myers undertook a series of remedial acts. The firm also consented to the entry of an order based on the Sections cited in the Order. It agreed to pay disgorgement of $11,442,000, prejudgment interest and a civil penalty of $2,750,000. Bristol-Myers also undertook to report to the staff for two years regarding its anti-corruption remediation and implementation.

PCAOB

Engagement quality review: In the Matter of David A. Aronson, CPA, P.A., PCAOB Release No. 105-2015-034 (October 2, 2015) is a proceeding which names as Respondents the audit firm and the sole owner and employee of the firm, David Aronson. For ten audit engagements the firm failed to comply with Auditing Standard No. 7, Engagement Quality Review. The engagements were from 2011 through 2014. The reviews were not done despite the fact that the firm was on notice from PCAOB inspectors for eight of the engagements about the issue and, in one case, from the Division of Enforcement. Mr. Aronson substantially participated in the violations. In addition, for five engagements Respondents issued audit reports related to issuers for which Mr. Aronson’s son had acted in an accounting role during the period of the audit. Respondents thus violated independence requirements. To resolve the proceeding Respondents admitted to the facts in the Order. Based on the settlement the Board revoked the Firm’s registration and barred Mr. Aronson from association with a registered public accounting firm. Both were censured.

Circuit Courts

Jarkesy v. SEC, No. 14-5196 (D.C. Cir. Sept. 29, 2015) is a suit against the Commission centered on its forum selection choice. The plaintiff-appellants here are George Jarkesy and Patriot28, LLC. The firm is an unregistered investment adviser and general partner of two hedge funds. Mr. Jarkesy is the manager of the adviser. Shortly before the administrative hearing was set to commence this action was filed alleging violations of fundamental constitutional rights. The district court dismissed the complaint. The D.C. Circuit affirmed. The resolution of the question of the district court’s jurisdiction in this suit is governed by Thunder Basin Coal Co. v. Reich, 510 U.S. 200 (1994). That case identified two key points to guide the court’s determination: 1) whether there is a fairly discernible Congressional intent that the statutory scheme providing for an administrative proceeding followed ultimately by an appeal to an appellate court is exclusive and 2) if the litigant’s claims are of the type Congress intended to be reviewed within the statutory structure.

Here the provisions of the Exchange Act evidence an intent that the statutory forum be exclusive. Once there is a final order from the SEC there is a provision for review in the appropriate circuit court. The court can consider objections urged before the Commission. The statute also specifies the standard of review for factual findings, the procedure for seeking a stay and the process by which the court can remand the matter to the agency to adduce additional evidence. Plaintiffs do not “seriously” dispute this point. Rather, they focus on the second Thunder Bay factor, arguing that the particular challenges presented are not the type that Congress intended to be considered within the statutory structure. Key considerations are whether the suit is wholly collateral to the statute’s review provisions and if the claims are outside the agency’s expertise.

Plaintiffs have framed their key issue as a “facial attacks on Dodd-Frank’s amendments to the securities laws based on the Seventh Amendment and the non-delegation doctrine.” The government claimed this issue was not raised in the district court. The Court agreed. Even assuming that the issue was properly presented however, it does not mean that the district court has jurisdiction. To the contrary, since the “constitutional claims, including his [Appellants’] non-delegation challenge to Dodd-Frank, can eventually reach an Article III court fully competent to adjudicate them, it is of no dispositive significance whether the Commission has the authority to rule on them in the first instance during the agency proceedings,” the Circuit Court held.

In assessing whether the claims presented by the suit are wholly collateral to the securities laws, the Court set aside the facial challenge to Dodd-Frank, and found that each of the remaining “claims concern . . . substantive or procedural deficiencies in the Commission’s enforcement of the securities laws . . . [against Plaintiffs] to this point.” The district court was, accordingly, correct in determining that these issues are “’inextricably intertwined’ with the conduct of the very enforcement proceeding the statute grants the SEC the power to institute and resolve . ..” Indeed, the constitutional and APA issues in this case clearly are not outside the SEC administrative enforcement scheme. Rather, they constitute the affirmative defenses raised in the administrative action. The result “might be different if a constitutional challenge were filed in court before the initiation of any administrative proceeding . . .” and Plaintiffs could establish standing to raise the questions but that is not the case here the Court found. With this case Plaintiffs are attempting an end run around the statutory scheme which would only encourage piecemeal litigation.

Finally, the Court rejected Plaintiffs’ claims that Congress could not have envisioned channeling their claims through the administrative process because the issues fall outside the expertise of the SEC. The Commission has “proven fully capable of considering Jarkesy’s attacks on the fairness of his proceeding – at least in the first instance – nothing about the nature of those claims strongly suggests that Congress would have wanted to carve them out of the administrative scheme. To the contrary, the majority of Jaresy’s challenges lie firmly within the Commission’s ordinary course of business.” In the end there are “precious few cases involving interpretation of statutes authorizing agency action in which our review is not aided by the agency’s statutory construction.” (internal quotation omitted).

U.K.

Whistleblowing: The Financial Conduct Authority introduced new rules for the financial services industry. These rules include requirements to: appoint a senior manager as the whistleblower’s champion; establish arrangements to handle all types of disclosures; add a provision to settlement agreements noting that workers have a legal right to blow the whistle; tell UK based employees about the FCA and PRA whistleblowing services; make a presentation to the board at least annually of a report on whistleblowing; inform the FCA if it loses an employment tribunal matter with a whistleblower; and appointment representatives to tell their UK based employees about the FCA whistleblowing service.

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
Contact
more
less

Dorsey & Whitney LLP on:

Readers' Choice 2017
Reporters on Deadline

Related Case Law

"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.