Treasury Proposes Regulations Implementing Nearly All of FIRRMA’s Provisions

K&L Gates LLP
Contact

K&L Gates LLP

[co-author: Sarah Burgart]

On September 24, 2019, the U.S. Department of the Treasury (“Treasury”) published two proposed rules (found here and here) (together, the “Proposed Rules”) to implement the remaining provisions of the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), which updated and enhanced the authority of the Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”). CFIUS also issued FAQs and a Fact Sheet to accompany the Proposed Rules. Interested parties will have until October 17, 2019, to provide written comments to Treasury on the Proposed Rules. FIRRMA requires that the final implementing rules be put into effect no later than February 13, 2020. CFIUS is the inter-agency committee chaired by Treasury that has authority to review and, if necessary, modify or block, foreign acquisitions in the United States to safeguard against threats to U.S. national security. Among a number of changes to CFIUS’s regulations, the Proposed Rules will specify CFIUS review jurisdiction over non-controlling investments by foreign persons in certain U.S. businesses as well as “covered real estate transactions.” Highlights of the Proposed Rules are as follows:

  • The Proposed Rules specifically extend CFIUS’s review jurisdiction to “covered investments,” which are non-controlling investments in “TID” (technology, infrastructure, and data) U.S. businesses that afford a foreign person access to material nonpublic technical information, board membership and/or observer rights, or substantive decisionmaking of the TID U.S. business regarding critical technologies, critical infrastructure, or sensitive personal data of U.S. citizens;
  • The Proposed Rules exclude from CFIUS jurisdiction certain covered investments by (a) “excepted investors,” defined, among other factors, by reference to a “white list” of closely allied countries to be determined in future rulemaking by CFIUS, and (b) foreign persons as limited partners in an investment fund that meets certain required parameters;
  • Notifications to CFIUS of covered investments will not be mandatory; however, (a) certain investments directly or indirectly by foreign governmental entities will be mandatory, and (b) the Proposed Rules do not modify the mandatory declaration requirement of the CFIUS Critical Technology Pilot Program, which will continue to remain in effect for the time being;
  • The Proposed Rules create a new category of mandatory notifications for covered transactions that result in the acquisition of a “substantial interest” in a TID U.S. business by a foreign person in which a foreign government has a “substantial interest”;
  • The Proposed Rules also implement a provision of FIRRMA specifically extending CFIUS jurisdiction to certain purchases or leases by, and concessions to, a foreign person of U.S. real estate located in, or that functions as part of an airport or maritime port, or proximate to identified sensitive military and intelligence assets;
  • In an attempt to simplify the CFIUS notification process, parties will now have the option of notifying CFIUS of covered control transactions via the submission of a short-form declaration, rather than a lengthy Joint Voluntary Notification (“JVN”); and
  • Treasury intends to issue regulations regarding CFIUS’s authority to impose filing fees and to mandate the filing of declarations for certain types of transactions involving critical technologies (which are currently the subject of the Critical Technology Pilot Program).

A. Modernization of CFIUS’s Regulations and Implementation of FIRRMA Provisions

The Proposed Rules revise CFIUS’s main regulations, found at 31 C.F.R. Part 800, to incorporate most of the remainder of FIRRMA, as follows:

Non-Controlling “Covered Investments.” Along with CFIUS’s traditional jurisdiction over transactions that could result in control directly or indirectly of a U.S. business by a foreign person (called “covered control transactions” in the Proposed Rules), the Proposed Rules extend CFIUS’s jurisdiction to certain non-controlling “covered investments” in a “TID [i.e., technology, infrastructure, and data] U.S. business,” defined as a U.S. business that:

  1. produces, designs, tests, manufactures, fabricates, or develops one or more “critical technologies,” which generally include export controlled items, foreign atomic energy activities, the export/import of nuclear equipment and material, select agents and toxins, and “emerging” and “foundational” technologies that will be defined under future rulemaking with the Department of Commerce’s Bureau of Industry and Security (“BIS”);
  2. performs certain defined functions with respect to “covered investment critical infrastructure,” a defined subset of critical infrastructure set forth in an annex to the Proposed Rules that includes certain internet protocol networks and exchange points; certain telecommunications and fiber optic cable systems; submarine cable systems and supporting services and infrastructure; satellites and satellite systems servicing the Department of Defense; the manufacture of certain industrial resources and materials for defense-related purposes; certain electrical generating, transmission, distribution, and storage facilities; certain oil and gas product refineries, storage facilities, oil and gas pipelines and related control systems, and liquefied natural gas import and export terminals; certain financial market exchanges; certain rail lines and connectors; identified maritime ports and airports, and certain types of public water systems; or
  3. maintains or collects, directly or indirectly, “sensitive personal data” of U.S. citizens, which is identifiable data that is incorporated into products or services within certain categories, including financial distress or hardship, health conditions, geolocations, biometric enrollment data, government ID cards, and genetic information, where the U.S. business targets or tailors products or services to agencies with intelligence, national security, or homeland security responsibilities or personnel and contractors thereof, has maintained or collected data on more than one million individuals over the past twelve months, or has a demonstrated business objective to maintain or collect such data on more than one million people and the data is integrated into the U.S. business’s primary products or services.

Covered investments are defined as non-controlling direct or indirect investments by a foreign person (other than an “excepted investor,” as discussed below) in an unaffiliated TID U.S. business that affords the foreign person one of the following:

  • Access to “material nonpublic technical information,” which is defined as information that (a) “[p]rovides knowledge, know-how, or understanding not available in the public domain, of the design, location, or operation of critical infrastructure, including without limitation vulnerability information such as that related to physical security or cybersecurity,” or (b) “[i]s not available in the public domain and is necessary to design, fabricate, develop, test, produce, or manufacture a critical technology, including without limitation processes, techniques, or methods”;
  • Board membership or observer status or nomination/appointment rights with respect to the TID U.S. business; or
  • Any involvement other than through voting of shares in substantive decisionmaking of the TID U.S. business regarding the use, development, acquisition, safekeeping, or release of sensitive personal data of U.S. citizens; the use, development, acquisition, or release of critical technologies; or the management, operations, manufacture, or supply of covered critical infrastructure.

Excepted Investors. The Proposed Rules include a carve-out from the definition of “covered investments” for certain investments by an “excepted investor,” defined by reference to an “excepted foreign state,” which is a “white list” to be defined in future rulemaking by CFIUS that is expected to include close U.S. allies with a similar national security review process for foreign acquisitions and investments. The list of excepted foreign states will be subject to periodic review and modification by CFIUS. The definition of an “excepted investor” has certain exclusions that may have broad application, such as if the foreign person or any of its parents or subsidiaries has in the past five years received a written Finding of Violation or Penalty Notice from Treasury’s Office of Foreign Assets Control (“OFAC”), received written notice of debarment from the Department of State’s Directorate of Defense Trade Controls (“DDTC”), or been the subject of a final order issued under export control laws by BIS. Note that the excepted investors carve-out will not apply to “covered control transactions,” i.e., if the investment in fact results in control of a U.S. business by the foreign investor

Most Covered Transactions Remain Voluntary. Under the Proposed Rules, the CFIUS notification process remains mostly voluntary, with parties having the option to notify CFIUS and obtain a safe harbor against subsequent review if CFIUS clears the transactions. There are two exceptions where notifying CFIUS is or will be mandatory. First, the Proposed Rules will implement a mandatory declaration requirement for certain direct and indirect foreign government acquisitions and investments involving TID U.S. businesses, as discussed in the next paragraph. Second, the Proposed Rules have not modified the Critical Technology Pilot Program, which must end by February 2020. As a result, for now the mandatory declaration requirement for critical technology transactions covered by the Critical Technology Pilot Program still applies.

New Mandatory Declaration Requirement. The Proposed Rules create a new requirement to submit a mandatory declaration of a covered transaction (including covered investments and covered control transactions) that result in the acquisition of a “substantial interest” in a TID U.S. business by a foreign person in which a foreign government has a “substantial interest.” For purposes of this rule, “substantial interest” is defined as “a voting interest, direct or indirect, of 25 percent or more by a foreign person in a U.S. business and a voting interest, direct or indirect, of 49 percent or more by a foreign government in a foreign person.” Parties may file a JVN instead of a required declaration.

Expansion of “Covered Transaction” Definition to Real Estate. As provided under FIRRMA, the Proposed Rules expand the definition of a “covered transaction” to include certain real estate transactions as described. These new requirements are discussed in Section B, below.

Other Types of Covered Control Transactions. As part of the definition of “covered transaction,” the Proposed Rules also extend CFIUS jurisdiction to cover situations where a foreign person acquires additional rights in a U.S. business in which the foreign person is an investor, if a change in control could result in a covered control transaction or covered investment. Changes in control may come about not only through mergers and acquisitions but also through acquisition of voting proxies, long-term leases or concession arrangements, or the conversion of a contingent equity interest in a U.S. business. Covered transactions also include any other transaction, transfer, agreement, or arrangement structured to evade or circumvent CFIUS jurisdiction.

Declarations in Lieu of a JVN. The Proposed Rules will allow for a short-form declaration to be submitted for covered transactions in lieu of a lengthier JVN. Currently, a short-form declaration is only allowed for transactions covered by the Critical Technology Pilot Program. Such declarations, once accepted as complete by CFIUS, will be subject to a maximum 30-day review period. While CFIUS has had some difficulty completing its review of declarations under the Critical Technology Pilot Program, resulting in either a request to file a full JVN or a notice that the parties can proceed with a transaction but without benefit of the safe harbor of CFIUS clearance, some parties may find this new opportunity to submit a declaration preferable to filing a full JVN.

B. Expansion of CFIUS’s Jurisdiction to Certain Real Estate Transactions

The Proposed Rules will complete implementation of FIRRMA by formally establishing CFIUS’s expanded jurisdiction to certain real estate transactions, to be put into a new subset of the CFIUS regulations (31 C.F.R. Part 802).

Covered Real Estate Transactions. In particular, the Proposed Rules set forth three categories of “covered real estate transactions,” as follows:

  1. Any purchase, lease, or concession [1] to a “foreign person” of properties constituting “covered real estate” that afford the foreign person at least three “qualifying property rights.” These rights include the right to: (i) physically access the real estate, (ii) exclude others from physical access to the real estate, (iii) improve or develop the real estate, or (iv) attach fixed or immovable structures or objects to the real estate. Regardless of whether these rights are exercised, purchases, leases, or concessions that afford three out of four of these rights (in any combination) to foreign persons over “covered real estate” (defined below) are reviewable by the Committee;
  2. Any change in a foreign person’s existing ownership, lease, or concession rights regarding “covered real estate” if the change results in the foreign person having at least three of the qualifying property rights; and
  3. Any other transactions, transfers, agreements, or arrangements that evade or circumvent CFIUS real estate regulations.

Covered Real Estate. There are four categories of properties that constitute “covered real estate” under the Proposed Rules:

  1. Property located within, or that will function as part of, an “air or maritime port.” The Proposed Rules define “maritime port” to cover the country’s largest container, tonnage, and dry bulk ports and other strategic seaports.
  2. Property located near a U.S. military installation or another facility or property of the U.S. government that is sensitive for reasons relating to national security. This includes property located within:
    1. “Close proximity” of a designated military installation or another facility or property of the U.S. government. The Proposed Rules list almost 200 qualifying “military installations” along with their proximity restrictions in Appendix A of 31 C.F.R. § 802. “Close proximity” typically means one mile from the outer boundary of a designated military installation or government facility.
    2. Extended range of certain, specified military installations. Extended range typically means 100 miles outward from the outer boundary or, where applicable, 12 nautical miles of the U.S. coastline.
    3. Any county or other geographic area identified in connection with certain, specified military installations.
    4. Any part of certain, specified military installations located within 12 nautical miles of the coastline of the United States.

Voluntary Notifications. Parties engaging in a covered real estate transaction do not have any mandatory filing requirements under the Proposed Rules. Rather, parties to a covered real estate transaction have the option to submit a short-form declaration or a full JVN to CFIUS. Both forms of notification would require the parties to provide details on the real estate, the parties, the transaction structure, and the qualifying property rights to be obtained by a foreign person. As with all voluntary notifications to CFIUS, the benefit of providing notice is that the parties may qualify for a “safe harbor” letter, which generally protects the parties from a subsequent CFIUS review.

“Excepted Real Estate Transactions.” The Proposed Rules include several notable exceptions to the Committee’s jurisdiction over covered real estate transactions. Under the Proposed Rules, an “excepted real estate transaction” includes real estate within an “urbanized area” or “urban cluster” (as defined by the Census Bureau). However, the property remains subject to the Committee’s review authority if the property is in close proximity to a designated military installation or sensitive government property, or will function as part of, an airport or maritime port. Excepted real estate transactions include transactions for single housing units, including fixtures and adjacent land, provided the land is incidental to the use of the real estate as a single housing unit.

Additionally, excepted real estate transactions include transactions with (1) land owned by certain Alaska Native entities or held in trust by the United States for American Indians, Indian tribes, Alaska Natives, and Alaska Native entities, (2) land located within an airport or maritime port that is to be used only for retail, accommodation, or food service, and (3) office space within a multi-unit commercial office building, provided the foreign person will not (i) hold, lease, or have a concession with respect to more than 10% of the building’s total square footage and (ii) represent more than 10% of the building’s tenants.

“Excepted Real Estate Investors.” The Proposed Rules also provide a carve-out for certain real estate transactions by an “excepted real estate investor.” Similar to the definition of excepted investor discussed previously, excepted real estate investors will be defined by reference to a “white list” of foreign states expected to be defined and periodically updated by CFIUS, and will have a similarly scoped carve-out if the foreign investor or any of its parents or subsidiaries has in the past five years been subject to certain enforcement actions by OFAC, DDTC, and BIS.

Other Exceptions. The Proposed Rules make clear that CFIUS jurisdiction does not extend to mortgages, loans, or similar financing arrangements by foreign persons to other persons for the purpose of the purchase, lease, or concession of covered real estate. In addition, transactions that involve real estate that also constitute investments in “U.S. businesses” are not “covered real estate transactions” but rather should be treated as non-real estate transactions that may be subject to CFIUS jurisdiction under 31 C.F.R. Part 800. Such transactions could be subject to CFIUS jurisdiction, for example, if a foreign investor obtains certain control or qualifying non-control rights.

C. Conclusion

Continue to follow K&L Gates as we track CFIUS’s regulatory implementation.

[1] The Proposed Rules give the terms “purchase” and “lease” their ordinary meaning, but the term “concession” is defined specifically as “an arrangement whereby a U.S. public entity grants a right to use real estate for the purpose of developing or operating infrastructure for an airport or maritime port” (including the assignment of a concession by the party who is not the U.S. public entity).

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.

© K&L Gates LLP | Attorney Advertising

Written by:

K&L Gates LLP
Contact
more
less

K&L Gates LLP on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.