UK Tax Round Up - August 2019

Proskauer Rose LLP

Proskauer Rose LLP

UK Case Law Developments

Valid notice crucial to tax indemnity claim

The Court of Appeal (CA) decision in Stobart Group Ltd v Stobart and another is a cautionary tale for any purchaser who, following the acquisition of a company, might be entitled to make a claim under a tax indemnity given by the seller of that company.

It is common for the seller of a target company to indemnify the purchaser in respect of any pre-completion tax arising that was not provided for in the transaction accounts. These tax indemnities are typically subject to various limitations and conditions, including time-based limitations under which the purchaser must notify the seller of any claim that it wishes to make within a certain period following completion (typically in the case of tax, between four and seven years).

Purchasers are also typically (as in Stobart) subject to a separate obligation to notify the seller of any enquiry or claim made by HMRC (or, potentially, other circumstances) from which it appears that the target company might be subject to tax for which the seller could potentially be liable under the tax indemnity in order to give the seller the opportunity to exercise its standard control rights in respect of that tax matter.

This dual notification requirement and the uncertainties arising from it was considered in Stobart, where the sellers contended that a letter the purchaser sent to them informing them that HMRC had made a claim for underpaid NICs against the target company did not constitute valid notice of a tax indemnity claim against the sellers. The letter made reference to the provision in the tax indemnity requiring the purchaser to notify the sellers of a claim or enquiry by HMRC but did not make reference to the provision requiring the purchaser to notify the sellers that it was making a claim under the tax indemnity. The time limit for making such a claim expired shortly after the letter was sent.

The CA (agreeing with the High Court) determined that the letter sent to the sellers did not constitute valid notice of the purchaser's tax claim for the purpose of complying with the obligation to notify the sellers of a claim being made under the tax indemnity.

The decision provides some helpful reminders as to what might constitute valid notice of a tax claim by a purchaser (as opposed to notification of an HMRC enquiry):

  • notices should be read objectively (rather than by reference to the subjective understanding of the recipient) to determine what is being notified
  • the notice should refer to a tax claim being made rather than the possibility of a claim
  • care should be taken by a purchaser to distinguish SPA requirements to, on the one hand, notify the sellers of claims from which it appears the target company might be subject to tax in respect of which the sellers would be liable under the tax indemnity, and, on the other, notify the sellers of a tax claim actually being made against the sellers under the tax indemnity.

In order to avoid the difficulty of the interaction between the two types of notice that was evident in this case, purchasers might consider stating in transaction documents that notification of a claim or enquiry by HMRC also constitutes a notice of a tax claim being made by the purchaser under the tax indemnity.

Fee rebate loyalty bonus is an annual payment

In our March 2018 edition, we reported that the First-tier Tribunal (FTT) had, in Hargreaves Lansdown v HMRC, ruled in favour of Hargreaves Lansdown (HL) that "loyalty bonuses" paid by HL to investor clients which represented sums rebated by investment fund managers from their management fee were not "annual payments" and, therefore, not subject to withholding tax.

HMRC has now successfully appealed this decision at the Upper Tribunal (UT).

By way of background, HL received rebates (arising because HL was able to negotiate a reduction in management fees on behalf of its investor clients) from the investment fund managers in whose funds HL invested its clients' money. This reduction was paid by the funds to HL as a rebate. HL, in turn, paid it (or some of it) to its clients as a "loyalty payment". Before 2014, HL retained a portion of the rebate (instead of charging a fee to its investor clients for its services to them). After a change in law in 2014, HL could no longer retain any portion of the rebate and so passed on the whole amount (and separately charged its clients a fee for its services).

The basis of the FTT's decision had been that the loyalty bonus payments failed to meet one of the four requirements to be annual payments, as they did not represent pure income profit.

The UT disagreed with the FTT and held that the loyalty bonus payments were pure income profit (which then meant that the payments were "annual payments" and subject to withholding tax), noting particularly that:

  • the key issue was whether investors received the loyalty bonus without having to do anything in return or incur further expense
  • the investors' contractual arrangements to acquire units in the fund and the contractual arrangements agreed between HL and the fund manager for the payment of a rebate were independent of each other (and were therefore not a "composite arrangement")
  • HL's decision to market the payment of the loyalty bonus as a reduction of its fee to its clients did not reflect the contractual reality.

The UT said that HL's clients should not be treated as bearing the costs of the fees paid by the funds to their investment managers and that HL's clients' only obligation was to retain its investment with HL.

The UT also confirmed the FTT's view that the loyalty bonus satisfied one of the other requirements for being an annual payment, being that the payment is recurrent (or capable of being recurrent). The fact that HL was not contractually bound to pay the loyalty bonus (before 2014) was not relevant because, as a commercial matter, it was likely to continue to do so, and this commercial background trumped a pure legal analysis.

This decision will be of interest in the private fund world to UK general partners or investment managers or advisers that pay management fee rebates to certain of their fund investors, although (i) the increasing trend of investor-by-investor waterfalls and management fee levels being baked into the fund terms may mean that this is a concern for fewer fund managers than might previously have been the case and (ii) depending on the facts, fund managers paying rebates may get comfortable that their rebate mechanisms are not "independent" from the original management fee payment obligation because of the difference in structure between a typical private fund and the Hargreaves Lansdown arrangements.

Transfer of assets abroad rules considered by FTT

In Hoey v HMRC, the FTT dismissed an appeal by Mr Hoey against a discovery assessment in respect of a tax avoidance scheme which aimed to reduce amounts paid to employees that were subject to UK employment tax by routing loan payments through an offshore trust.

Mr Hoey was an IT contractor who previously supplied services to end users through his own company but, having found this overly burdensome, he took advice and became an employee of a Guernsey trust company. He was paid a reduced salary by the Guernsey company which was subject to PAYE. In addition, the Guernsey company made contributions to a trust, of which Mr Hoey was a beneficiary. The trust provided interest-free loans to him. The loans were repayable on demand, but the commercial reality was that there was no expectation that the loans would ever be repaid. The loans were employment-related loans for UK tax purposes and the interest-free benefit was taxed accordingly. It was then decided that Mr Hoey should resign his Guernsey employment, in connection with which he would receive a tax-free termination "payment" which was offset against his prior loan receipts. The result of that was that Mr Hoey was (it was hoped) only taxed on the notional benefit of receiving the interest-free loan rather than on the benefit of receiving the full amount of money in a form taxable as income.

The FTT considered that HMRC had made a valid discovery and was entitled to recover under-deducted amounts of tax from Mr Hoey.

What makes this case noteworthy though is the detailed analysis included in the judgement of the application of UK transfer of asset abroad rules (the "TOAA rules") in relation to the sums received by Mr Hoey (although the FTT's decision did not depend on their analysis on this point).

The TOAA rules are broadly drafted anti-avoidance rules which seek to prevent UK residents avoiding UK income tax by transferring income-producing assets abroad.

The FTT found that the TOAA rules applied in principle on the basis that (a) the creation of the Guernsey employment constituted a "transfer" for TOAA purposes (given the broad definition of transfer) and (b) the "no tax avoidance purpose" exception to the TOAA rules did not apply (notwithstanding that Mr Hoey's intention in entering into the arrangement was to avoid the burden of running his own company and it was accepted that Mr Hoey had not considered the expected tax saving under the arrangement, since this test looks to the motive of any person who has designed, effected or advised in relation to the relevant transaction).

We think that it is significant that HMRC sought to use the TOAA rules in this case against the taxpayer. The TOAA rules are extremely broadly drafted and a potentially powerful weapon that, historically, HMRC has not used as readily as it might have done. It might be that, in the current tax climate, the TOAA rules are such that HMRC will seek to use more often.

That view appears to be supported by another case reported this month, Rialas v HMRC, in which HMRC also sought to use the TOAA legislation against a taxpayer.

Mr Rialas (R) was UK tax resident. He owned a UK fund management company (Argo) 50:50 with his business partner, Mr Cressman (C). R wanted to buy C's 50% stake in Argo (with a view to then selling 100% of Argo to a third party fund manager). A non-UK (Cypriot) trust, of which R and certain immediate family members were beneficiaries, was set up. The trust was the sole shareholder of Farkland Ventures Inc (Farkland), which entered into a loan agreement with a Greek company, Magnetic Corp, to finance the acquisition by Farkland of C's shares in Argo. Following the sale of C's shares in Argo to Farkland, dividends were paid to each R and Farkland. Subsequently, each of R and Farkland sold their 50% stake in Argo to the third party fund manager.

HMRC alleged that R had made a "transfer" for TOAA purposes in respect of the Farkland arrangements.

The FTT determined that the £10 that R used to set up Farkland should not be regarded as a "transfer" for TOAA purposes, on the basis that the TOAA rules were intended to deter UK residents from transferring income-producing assets already owned (and not income-producing assets being set up). This part of the judgement might, depending on the facts, provide some comfort to private fund managers establishing non-UK general partner, management or advisory structures using small amounts of set-up capital.

As a separate point, the FTT also noted that in "exceptional" cases there could in principle be a transfer for TOAA purposes where a UK resident "procures" a transfer (even if the individual is not itself making a transfer itself). HMRC's argument in this case was that R had procured the Farkland structure, having effectively negotiated the arrangements himself. Although this argument was rejected by the FTT in this case (on the basis that there were commercial reasons for using a non-UK acquisition company and it could not be said that R procured C's decision to sell his 50% stake in Argo to Farkland), this should act as a warning that the TOAA rules cannot, in principle, be circumnavigated by the use of intermediary structures.

Input VAT on pre-incorporation legal fees incurred by director recoverable by company

In Koolmove Ltd v HMRC, the FTT has confirmed that a company (K) was able to recover input VAT on pre-incorporation costs incurred by its director in connection with K's business subject to satisfying the criteria in the relevant VAT regulations.

The director was employed by an unconnected company (X) which issued copyright infringement and breach of contract proceedings against him in respect of software he developed whilst employed by X.

Prior to incorporating K, the director incurred legal costs in successfully defending the claim made by X. After incorporating K (through which he intended to run his software business) he attempted to recover the VAT incurred on those legal costs.

Although there is a specific VAT regulation that provides that HMRC "may" permit pre-incorporation VAT cost recovery, this case provides some assurance that if the conditions in that regulation are satisfied the VAT recovery should be permitted.

HMRC had argued that (i) there was no evidence that the software was owned by K rather than the individual and (ii) the legal services contract under which the costs were incurred was between the individual and the law firm and there was no reference to K (and therefore the legal services were for the benefit of the individual rather than K). K argued (and the court agreed) that there was no reason why the courts should not apply the relief provided by the relevant VAT regulation (notwithstanding it only stating that HMRC "may" allow relief in such a circumstance).

In broad terms, what is required to satisfy the terms of the VAT regulation is:

  • the company is incorporated within 6 months of the supply and the individual becomes a shareholder, director or employee of the company – in this case it was noted that the short period of time between the conclusion of the legal proceedings and the incorporation of K was a helpful fact
  • the individual is reimbursed by the company
  • at the time of supply the individual is not registered for VAT
  • the supplies are for the purpose of the business to be carried on by the company – in this case it was helpful that the director could evidence his intention to incorporate K and run his software business through K.

Other UK Developments

UK "DAC 6" consultation and draft regulations

Late last month HMRC published draft regulations and a consultation document relating to the UK implementation of EU Directive 2018/822/EU (amending Directive 2011/16/EU) relating to the mandatory automatic exchange of information in the field of taxation (commonly known as "DAC 6").

Under DAC 6, intermediaries and relevant taxpayers are required to file information on "reportable cross-border arrangements" the first step of which was implemented on or after 25 June 2018. A "cross-border arrangement" is, in broad terms, an arrangement which involves more than one jurisdiction including at least one EU member state. Such an arrangement is "reportable" if it satisfies one or more of certain applicable hallmarks (some, but not all, of which require there to be a main expected benefit of obtaining a tax advantage). This structure is similar to the UK's existing "Disclosure of Tax Avoidance Schemes" (DOTAS) legislation which was implemented in 2004.

Although the intention behind DAC 6 is specifically to encourage early disclosure of tax avoidance schemes, the current draft UK definition of reportable cross-border arrangement (which simply cross refers to the EU Directive definition) potentially necessitates disclosure of a wider range of arrangements and also extends beyond DOTAS.

The requirement is for affected intermediaries and taxpayers, in certain circumstances, to report relevant cross-border arrangements implemented between 25 June 2018 and 1 July 2020 by 31 August 2020. Following that reports will be required of subsequent arrangements as and when implemented.

Member States must implement domestic DAC 6 legislation by the end of 2019 and HMRC has invited comments on the draft regulations and related consultation to be received by 11 October.

In the context of private funds specifically, the introduction of DAC 6 represents another set of rules under which private fund managers may be required to disclose or allow their advisers to disclose information about their LPs. Private fund managers are also expected to be required by their LPs to provide reassurances as regards DAC 6 compliance. This is likely to involve establishing internal processes including procedures to determine that advisers or other intermediaries have made compliant disclosures within applicable time limits.

EU Developments

ATAD 2 regulations published in Luxembourg

Luxembourg published its draft regulations implementing the EU anti-tax avoidance directive (ATAD 2) on 9 August. The regulations include the Luxembourg implementation of anti-hybrid rules (which have already been implemented in the UK) and reverse hybrid rules.

The new rules could have a significant impact on private equity and other funds structured using tax transparent Luxembourg vehicles such as the Luxembourg limited partnership (SCSs) or special limited partnership (SCSps) depending on the tax characterisation of them by the fund's investors.

We and the Luxembourg advisers that we work with are continuing to analyse the impact of these rules and the scope of the exceptions that might apply to private equity funds.

[View source.]

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.

© Proskauer Rose LLP | Attorney Advertising

Written by:

Proskauer Rose LLP

Proskauer Rose LLP on:

Readers' Choice 2017
Reporters on Deadline

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

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

JD Supra Privacy Policy

Updated: May 25, 2018:

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

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

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

Collection of Information

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

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

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

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

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

How do we use this information?

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

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

How is your information shared?

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

How We Protect Your Information

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

Children's Information

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

Links to Other Websites

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

Information for EU and Swiss Residents

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

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

You can make a request to exercise any of these rights by emailing us at or by writing to us at:

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

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

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

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

California Privacy Rights

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

You can make a request for this information by emailing us at or by writing to us at:

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

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

Access/Correct/Update/Delete Personal Information

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

Changes in Our Privacy Policy

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

Contacting JD Supra

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

JD Supra Cookie Guide

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

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

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

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

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

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

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

  • HubSpot - For more information about HubSpot cookies, please visit
  • New Relic - For more information on New Relic cookies, please visit
  • Google Analytics - For more information on Google Analytics cookies, visit To opt-out of being tracked by Google Analytics across all websites visit This will allow you to download and install a Google Analytics cookie-free web browser.

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

Controlling and Deleting Cookies

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

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

Updates to This Policy

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

Contacting JD Supra

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

- hide

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