Treasury and IRS issue proposed regulations to help taxpayers transition from LIBOR and other interbank rates without incurring taxable income

Dentons
Contact

Dentons

On Wednesday, October 9, 2019 the Treasury Department published proposed regulations, primarily under Section 1001 of the Internal Revenue Code of 1986, as amended (the “Code”), in an attempt to clarify the federal income tax consequences resulting from the transition to the use of reference rates other than interbank offered rates (“IBOR”s, which includes USD LIBOR) in debt instruments and non-debt contracts as a result of the U.K. Financial Conduct Authority’s statement that it would no longer compel banks to submit quotes for LIBOR beginning after 2021. With respect to IBOR-based debt instruments, the overarching concern is that, without any relief from the Treasury Department and the Internal Revenue Service (the “IRS”), changing the interest rate on an outstanding debt instrument from IBOR-based to one based on an alternative index could be viewed as a “significant modification” of the IBOR-based debt instrument, which can result in a deemed taxable exchange of the IBOR-based debt instrument for a new debt instrument under Section 1001 of the Code. Similar concerns apply with respect to non-debt contracts that reference an IBOR and whether, without any relief from the Treasury Department and the IRS, the modification of such a contract from one that is IBOR-based to one that is based on an alternative index could be viewed as a taxable exchange of the IBOR-based contract for a new contract under Section 1001 of the Code. 

To a significant extent, the concepts underlying the proposed regulations build upon industry thinking about how to convert from IBORs to a new benchmark, that has been developed to date by the International Swaps and Derivatives Association (“ISDA”) and the Alternative Reference Rates Committee (“ARRC”, a group of private-market participants convened by the Federal Reserve Board and the New York Fed). Both ISDA and ARRC have undertaken extensive work to develop protocols and recommendations for definitions and contractual language that would effect a transition from an IBOR to a new benchmark. Both have endorsed transition in the US to a benchmark based on SOFR. Both ISDA and ARRC have recognized that in order for the transition to be value neutral, when converting to a new benchmark it is necessary to apply a spread adjustment, which would most likely be determined by reference to an averaging of the historic spread between the IBOR being replaced and the new benchmark.

The proposed regulations are generally taxpayer-friendly and have a stated purpose of minimizing potential market disruption and facilitating an orderly transition from IBORs to certain other rates. As is discussed below, and if enacted in their current form, these proposed regulations appear to partially accomplish these stated objectives. However, many uncertainties still remain with respect to certain widely-held debt instruments for which further guidance may be necessary if the stated objectives of the proposed regulations are to be met.

Application of Section 1001 Generally

Section 1001 of the Code provides rules for determining the amount and recognition of gain or loss from the sale or other disposition of property. The regulations under Section 1001 of the Code generally provide that gain or loss is realized upon the exchange of property for other property differing materially either in kind or in extent. In general, and in the case of a debt instrument, any alteration, including any deletion or addition, in whole or in part, of a legal right or obligation of the issuer or a holder of a debt instrument (that does not otherwise occur pursuant to the terms of such debt instrument) may be treated as a “modification” of such debt instrument. Treasury Regulations generally provide that if a modification of a debt instrument is a “significant modification” of the debt instrument, then such a modification results in a deemed exchange of the original debt instrument for a “new” debt instrument. Changing the interest rate index referenced in a US dollar-denominated debt instrument from USD LIBOR to SOFR if not otherwise pursuant to the terms of the debt instrument is a modification of the debt instrument that could be treated as a significant modification and thus result in a tax realization event, even when USD LIBOR no longer exists. What constitutes a deemed taxable exchange of a non-debt contract under Section 1001 of the Code is a bit less clear under current law, although it is generally believed that absent relief from the Treasury Department and the IRS a change to the terms of a non-debt contract from an IBOR referencing rate to an alternative referencing rate would likely constitute deemed exchange of the “old” non-debt contract for a “new” non-debt contract, and thus would result in a tax realization event.

The proposed regulations generally provide that, if the terms of a debt instrument are altered or the terms of a non-debt contract, such as a derivative, are modified to replace, or to provide a fallback to, an IBOR-referencing rate and the alteration or modification does not change the fair market value of the debt instrument or non-debt contract or the currency of the reference rate, the alteration or modification does not result in the realization of income, deduction, gain, or loss for purposes of Section 1001 of the Code. The Treasury Department and the IRS intend that these proposed rules apply to both the issuer and holder of a debt instrument, as well as to each party to a non-debt contract. These proposed rules also apply regardless of whether the alteration or modification occurs by an amendment to the terms of the debt instrument or non-debt contract or by an actual exchange of a new debt instrument or non-debt contract for the existing one.

Given that an alteration from an IBOR to a “qualified rate” will almost inevitably be accompanied by certain necessary associated alterations, the proposed regulations make clear that alterations that are both “associated” with and are “reasonably necessary” to adopt the implementation of a replacement of an IBOR, will not be treated as a modification of such instrument. The preamble provides as an example of such permissible alteration the addition of an obligation of a party to make a one-time payment to the other party in connection with the replacement of an IBOR in order to offset the change in value of the instrument that may result from such replacement. 

However, if an alteration is made to an instrument contemporaneously to, but not in connection with, a permitted alteration described above, such contemporaneous alteration is separately tested under existing law in order to determine if the alteration of such instrument results in a deemed exchange for tax purposes. As an example, the proposed regulations provide that if contemporaneous with a change from USD LIBOR to a qualified rate, an interest rate is increased to account for a change in the issuer’s creditworthiness, then whether or not such interest rate change causes a deemed exchange for tax purposes is separately tested under existing law.

The proposed regulations also provide that if a debt instrument is altered to include a qualified rate as a fallback rate, such alteration (and any associated alteration) is not treated as a modification for tax purposes. Similarly, if a non-debt contract is modified to include a qualified rate as a fallback rate, such modification is not treated as an “exchange” for tax purposes. 

Qualified Rates

For a replacement rate to be a “qualified rate” and thus eligible for the favorable treatment discussed above, the rate must be included on the relatively broad list of replacement rates stated in the proposed rule; provided that the rate must satisfy the fair market value and currency requirements discussed below. This list includes (but is not limited to) SOFR, SONIA, TONAR, SARON, CORRA, HONIA, RBA Cash Rate, ESTR, alternative or substitute/successor rates endorsed or recommended by central banks, reserve bank, monetary authorities, or similar institutions, and certain qualified floating rates provided in Treasury regulations. This list also includes rates that are determined by reference to the rates noted in the preceding sentence (such as by adding or subtracting a specified number of basis points).

Most IBORs are term rates, whereas SOFR and many of the other listed benchmarks are overnight rates. Both ISDA and ARRC contemplate that a benchmark used to replace a term IBOR would not be the overnight benchmark itself. Rather, in the US, the replacement benchmark could be term SOFR (a forward looking benchmark derived from future values of SOFR observed in futures or derivatives trading), or compounded or averaged values of SOFR (in advance or in arrears) as published over an observation period. ISDA has endorsed a compounded in arrears approach. Accordingly, we would recommend that the language about rates determined “by reference to” a listed rate be expanded to include various types of term, compounded and averaged rates derived from the listed rates.

Fair Market Value Requirement. A rate is only a “qualified rate” if the fair market value (generally defined as the price at which the instrument would change hands between a willing buyer and willing seller) of the “new” instrument is substantially equivalent to the fair market value of the “old” instrument (the “fair market value equivalence test”). The preamble notes that the fair market value may be difficult to determine precisely, and therefore the fair market value may generally be determined by any reasonable valuation method. The proposed regulations do not provide how close in value the “old” and “new” instrument must be in order to have a “substantially equivalent” value. The proposed regulations do, however, provide for two safe harbors which, if either are met, result in the fair market value equivalence test being satisfied.

The first safe harbor (the “historic average safe harbor”) provides that if the historic average of the relevant IBOR rate and the historic average of the replacement rate do not differ by greater than 25 basis points (after taking into account any spread, one-time payments, or other adjustments made in connection with the alteration), then the fair market value equivalence test is deemed to be satisfied. The proposed regulations state that an historic average may be determined by using an industry-wide standard, such as a method of determining an historic average recommended by ISDA or ARRC for determining a spread adjustment. Alternatively, an historic average may be determined by using any other reasonable method that observes the two rates over a specified period beginning at least 10 years prior to the replacement. 

It is anticipated that ARRC may select or recommend a spread adjustment, or method of determining a spread adjustment, to be used when replacing USD LIBOR with a SOFR based benchmark. It is also anticipated that ISDA may include in its protocols for replacing IBORs with a new benchmark a methodology for determining a spread adjustment, or that ISDA may publish spread adjustments to be used. We would recommend that the historic average safe harbor be clarified, so that it is in all cases met when using a spread adjustment or method of determining a spread adjustment that has been selected or recommended by ARRC or ISDA. The purpose of these spread adjustments is to result in a value neutral conversion to the new benchmark. Taxpayers using a spread adjustment or method of determining a spread adjustment that has been selected or recommended by ARRC or ISDA should not have to independently determine the historic averages of the IBOR rate and the replacement rate.

The second safe harbor (the “arm’s length safe harbor”) generally provides that if (i) parties to an instrument are unrelated and (ii) the parties determine that based on a bona fide, arm’s length negotiation between the parties, the fair market value of the instrument before the alteration is substantially equivalent to the fair market value of the instrument after the alteration (taking into account the value of any one-time payments made in connection with such alteration), then the fair market value equivalence test is deemed to be satisfied. The proposed regulations do not discuss who is a “party” to the instrument for this purpose. 

Currency Requirement. In addition, a replacement rate is only a “qualified rate” if both the IBOR being replaced and the replacement rate are in the same currency.

Real Estate Mortgage Investment Conduits (“REMICs”)

The proposed regulations provide that in general the alteration of a REMIC regular interest from an IBOR to a qualified rate will not violate the REMIC’s fixed terms as of the start-up date requirement, and such alteration will not result in an impermissible contingency with respect to the payments on such REMIC. Further, reasonable costs associated with effecting such alteration paid by the REMIC (or by another party) will not result in an impermissible shortfall to the REMIC (or, if paid by another party, in a prohibited contribution to such REMIC). However, these proposed regulations do not address certain other issues that may arise in the context of a REMIC, some of which were raised in a comment letter submitted by the Structured Finance Association on March 28, 2019 (of which we participated in the drafting). For example, a modification of an underlying mortgage held by a REMIC may be treated as a taxable exchange of such underlying mortgage. A REMIC is, in general, required to have as substantially all of its assets “qualified mortgages.” If a “qualified mortgage” held by a REMIC is deemed to be exchange for a “new” mortgage loan, the “new” mortgage loan held by the REMIC may not meet the requirements of a “qualified mortgage.” As such, the REMIC’s qualification as such may be at risk. Additional issues may exist in “legacy” RMBS REMICs. For example, it is often the case where the “sponsor” or “underwriter” of a legacy RMBS REMIC may no longer exist. As such, it is unclear who would be required to, or entitled to, negotiate the transition from an IBOR-based index to an alternative index.

Other Tax Consequences Addressed

The proposed regulations address the potential impact of these alterations on various other tax provisions as well. For example, the proposed regulations provide that certain “grandfathered” obligations (under, for example, FATCA regulations or under the dividend-equivalent regulations) will not be treated as modified such that they no longer qualify as grandfathered obligations. 

The proposed regulations also provide that in the case of a hedge or an integrated transaction, if one leg of the transaction is altered such that IBOR is replaced with a qualified rate, then in general the underlying hedge or integrated tax treatment will not change, and that the taxpayer will not be treated as “legging out” of the transaction. 

Finally, the proposed regulations provide special rules relating to the calculation of original issue discount related to certain variable rate debt instruments, and relating to certain foreign corporation interest expense calculations that previously were able to be calculated based on an average of 30-day LIBOR. 

Effective Date

These proposed regulations generally will become effective once they are published in final form, although taxpayers may generally rely on the proposed regulations currently. Comments and/or requests for a public hearing must be received by November 25, 2019.

Conclusions and Potential Impact of the Proposed regulations

The proposed regulations appear to work in furtherance of their stated purpose without being overly restrictive. They are fairly flexible in their application, allowing parties to replace an IBOR with an otherwise “qualified rate” so long as the fair market values of the “old” and “new” instruments are substantially equivalent. Given that it is also the likely goal of both borrowers and lenders (as well as counterparties in non-debt instruments) to implement a replacement rate without causing a notable deviation in the fair market values of the instruments, these proposed regulations appear to do a good job in allowing flexibility between the parties to alter the instruments as they see fit.

However, while the application of these proposed regulations seems to be relatively straightforward in the case of a loan from “bank X” to “company Y” modified to change the interest rate from an IBOR to a qualified rate, the practical application of these rules is less clear in the situation of an instrument that is held by a multitude of public and/or private investors. For example, in the case of a debt instrument that is widely-held by multiple (and often changing) investors, it is unclear how the parties may use a “consistently applied” valuation method for purposes of the fair market value equivalence test if the parties do not necessarily have the ability to interact with one another. Further, it is unclear how the arm’s length safe harbor may apply if the IBOR replacement terms are set by another party in the transaction (such as an administrator, a servicer or a trustee). It is also unclear if the determination of fair market value for the “old” instrument should include any reduction in the value otherwise attributable solely to the fact that such instrument is IBOR-denominated and does not yet account for a replacement rate. 

The proposed regulations also do not address certain key concerns. For example, and as noted above, although the proposed regulations address changes to the terms of REMIC regular interests, they do not directly address changes to the terms of mortgage loans that make up a REMIC’s collateral. 

In addition, as discussed above, we would recommend that the regulations recognize various types of term, compounded and averaged rates derived from the listed rates, and that the historic average safe harbor be clarified, so that it is in all cases met when using a spread adjustment or method of determining a spread adjustment that has been selected or recommended by ARRC or ISDA.

While the proposed regulations are certainly a great first step in the right direction, further guidance in the final regulations or in the form of a Revenue Procedure is needed to help address some of these uncertainties and unanswered questions.

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.

© Dentons | Attorney Advertising

Written by:

Dentons
Contact
more
less

Dentons 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.