U.S. Treasury Department Takes Action to Slow (But Not Stop) Corporate Inversions: A Summary for Executives

BakerHostetler
Contact

Burger King, Pfizer, Medtronic, Chiquita, AbbVie, Mylan and Walgreens, among many other companies, have attracted considerable attention over their plans to (or in some cases the mere announcement that they were evaluating whether to) relocate overseas. Due to significant business opportunities offshore, inversions have become a popular strategy as merger and acquisition activity increases. The United States’ outdated tax system which includes worldwide taxation of corporate income and a high corporate tax rate, arguably puts U.S.-based multinationals at a competitive disadvantage. The hype surrounding inversions could serve as the catalyst to encourage Congress to eventually take action on much-needed tax reform. In the near term, however, election-year politics, combined with disagreements about the appropriate policy response, have thwarted any congressional action. With congressional action on tax reform before 2017 unlikely, the U.S. Treasury Department on Monday released Notice 2014-52, which takes action to curb some of the tax benefits of inverting and limits certain structuring approaches to inverting. While the Treasury Notice likely will impact the economics of some pending and contemplated deals, it is just an incremental step towards slowing down inversions. The Notice does not (and cannot) address the core problem. Benefits of inverting remain, and likely will continue to remain, absent congressional action to reform the way the U.S. taxes multinational businesses.

Video: What Questions CEOs and Board Members
Should Be Asking Themselves About Tax Inversion

I. Background

What is an inversion?

An inversion is a transaction that results in an existing U.S. company becoming a foreign company or becoming a subsidiary of a foreign parent. Historically, inversions involved U.S. companies redomiciling to tax havens. Since the enactment of anti-inversion legislation in 2004, however, inversions generally have involved a merger between a U.S.-based multinational and a foreign company, creating a new parent company located in a foreign jurisdiction. The transaction allows the U.S. company to become foreign-owned, even if all executives remain in the U.S.

Why do companies invert?

An inversion can lead to meaningful tax synergies, driving down the effective tax rate of the combined entity. By creating or combining to form a foreign parent, the companies reduce their tax liabilities. Some inversions result from a U.S.-based corporation purchasing a foreign competitor, often paying a premium reflective of the resulting inversion benefits. In other cases, U.S.-based companies are targeted by foreign-based corporations in a position to pay a premium reflective of the tax benefits that result from the U.S.-based target no longer being headquartered in the United States.

What are the tax benefits of inverting?

The U.S. has the highest effective corporate tax rate in the world. The ability of an inverted company to earn or shift income outside the U.S. tax net creates a benefit and is a driver for inverting. There are three basic tax benefits of inverting:

  1. Territorial Corporate Tax and Reduced Rate: Most jurisdictions around the world have a territorial tax system under which income earned outside the parent company’s jurisdiction is taxed in only limited circumstances. Inverted companies benefit from a territorial regime and typically grow their foreign operations out from under the U.S. worldwide tax net.
  2. Access Trapped Cash: As a result of being outside the U.S. worldwide tax system, inverted companies can access cash trapped offshore without incurring significant tax and can deploy offshore cash more efficiently or distribute it to their shareholders. This access to cash trapped offshore can also have financial accounting benefits.
  3. Earnings Stripping: Inverted companies can reduce the amount of income subject to tax in the U.S. by introducing debt into the U.S. companies, giving rise to interest deductions and reducing the effective tax rate paid on their U.S. income.

What are the tax costs of inverting?

There are a number of tax considerations that must be taken into account in connection with an inversion transaction:

  1. If the historic shareholders of the U.S. entity take back 50 percent or more of the stock of the new foreign parent, the transaction may be taxable to the shareholders.
  2. If the historic shareholders of the U.S. entity take back at least 60 percent and less than 80 percent of the stock of the new foreign parent and the company does not have substantial business activities in the foreign parent’s jurisdiction, the utilization of certain tax attributes (such as losses and credits) is limited for 10 years, which could impact the ability to move foreign operations out from under the U.S. A 15 percent excise tax on certain stock-based compensation of insiders also applies.
  3. If the historic shareholders of the U.S. entity take back 80 percent or more of the stock of the new foreign parent and the company does not have substantial business activities in the jurisdiction of the foreign parent, the resulting foreign parent is treated as a U.S. company for tax purposes – in other words, the inversion fails.

How do the tax benefits of inversions manifest themselves?

Tax benefits are one among several “synergies” that can be identified in a cross-border merger. The tax synergy can be quantified and frequently becomes part of the acquisition currency for the transaction. Most of the inversion transactions to date have involved premiums to the foreign target shareholders, with the tax synergies contributing to the premium. The effective tax rate of inverted companies is considerably lower after the inversion, which provides shareholder value.

Where do companies generally go when they invert?

Companies frequently (but not exclusively) relocate to European jurisdictions such as Ireland, the Netherlands, and the United Kingdom due to their territorial tax systems and competitive tax rates. Business drivers, such as the existence of plants and operations, can also help narrow the choice of jurisdiction.

II. Treasury Action, September 22, 2014: Notice 2014-52

On September 22, 2014, Treasury released Notice 2014-52 to address certain tax benefits of inverting and structuring approaches. In particular, and as is relevant to several pending transactions, Treasury will issue regulations limiting the inverted company’s ability to access trapped cash. The guidance will also tighten the existing anti-inversion rules to address specific transactions, making it more difficult in those situations to avoid “failing” the 60 percent and 80 percent thresholds. These new rules will apply to inversions completed on or after September 22, 2014 – not retroactively to already completed inversions.

Notably, the Notice does not provide specific rules dealing with earnings stripping, although it does state that Treasury is considering future guidance to address earnings stripping. Further, the Notice indicates that such guidance will apply prospectively except with respect to already inverted companies, in which case, as for the rest of the Notice, the effective date would be September 22, 2014. This indicates that any future guidance may not be limited to inverted companies and may represent generally applicable rules addressing “base erosion and profit shifting.”

How does the Notice affect repatriation and access to trapped cash?

Under the U.S. worldwide tax system, a U.S. parent company is not subject to current taxation on the active earnings of its controlled foreign subsidiaries (“controlled foreign corporations,” or “CFCs”) but is subject to tax when the CFCs repatriate the earnings – this is referred to as “deferral.” The U.S. tax serves as a disincentive to repatriate foreign earnings.

For inversions completed prior to the effective date of the Notice, after the U.S. group became owned by a new foreign parent, the cash and assets accumulated offshore by the CFCs could be accessed by the foreign parent and foreign sister companies under the foreign parent through loans or equity investments “hopscotching” the U.S. parent, joint venture investments or certain cross-chain sales. In addition, the new foreign parent could transfer assets to the CFCs in exchange for a sufficient interest to give the foreign parent control of the foreign subsidiary, thereby causing the foreign subsidiary to cease being subject to the “anti-deferral” rules applicable to CFCs, which can tax the U.S. parent currently on certain passive income of the CFCs.

The Notice provides several rules that limit the new foreign parent’s ability to access the cash of the CFCs without incurring U.S. tax or its ability to avoid the application of the anti-deferral rules. The first and second rules would apply to an inverted U.S. company where former shareholders own at least 60 percent but less than 80 percent of the new foreign parent. Under the first rule, a debt or stock investment by a CFC in the new foreign parent or a foreign sister company during the 10 years following the inversion would cause the inverted U.S. company to recognize a taxable constructive dividend up to the amount of the loan or equity investment.

Second, the Notice addresses specified “decontrolling” transactions, among others, involving CFCs of the inverted U.S. company. As an example of a decontrolling transaction, after an inversion, the new foreign parent could make a stock investment in a foreign subsidiary of the inverted domestic company such that the new foreign parent owned 50 percent or more of the stock of the foreign subsidiary. Absent the Notice, the foreign subsidiary would cease to constitute a CFC and would therefore cease to be subject to the anti-deferral rules, and the foreign subsidiary’s cash could be accessed without triggering U.S. tax liability. Under the new rules, specified transactions occurring within 10 years following the inversion will be recast so that the foreign subsidiary will remain a CFC and will remain subject to anti-deferral rules.

Finally, the guidance will preclude a specific method of accessing CFC cash through an intragroup sale of stock. Absent the new rules, if after an inversion the new foreign parent sold stock of the inverted U.S. company to one of its CFCs, the CFC could be treated as paying a dividend directly to the new foreign parent, and the constructive dividend would not be subject to U.S. tax. Under the new rules, the CFC will not be treated as paying a dividend to the new foreign parent and the CFC’s earnings will remain at the level of the CFC and will remain subject to U.S. tax.

How does the Notice impact inversion structuring techniques?

The Notice also would tighten the existing anti-inversion rules, making it more difficult for the new foreign parent to avoid failing the 80 percent and 60 percent thresholds. Generally, under the existing rules, the 80 percent or 60 percent thresholds can be avoided if the value of the foreign merger partner exceeds 20 percent or 40 percent, respectively, of the value of the new foreign parent after the inversion. Under the new rules, first, if 50 percent or more of the assets of the foreign merger partner are “passive” assets, such as cash or marketable securities, the value of the passive assets will not be taken into account in applying the 80 percent and 60 percent tests.

Second, extraordinary “skinny-down” distributions by the inverting U.S. company made within the three years preceding the inversion will not be taken into account in determining its value for purposes of applying the 80 percent and 60 percent tests. Such distributions also would not be taken into account for purposes of determining the taxability of any U.S. shareholders of the inverted U.S. company in connection with the inversion. Distributions for these purposes would not be limited to distributions that are treated as dividends and would include distributions of subsidiaries in “spin-offs” occurring within the three-year period. Finally, so-called “spin versions,” in which a part of a U.S. company is spun off in connection with an inversion, would be precluded.

III. Does the Notice Shut Down Inversions?

Are there any benefits to inverting in light of the Notice?

The Notice will have a direct impact on certain aspects of inverting but is not sufficiently comprehensive to prevent inversion transactions from proceeding or to stop the trend because meaningful benefits remain. First, many of the transactions that have occurred, are pending, or are being contemplated reflect a strategic business combination of which the inversion tax synergies are merely one consideration. In addition, not all inversion transactions are done to access trapped cash offshore, and even those strongly motivated thereby may have alternative financing or structuring options. The benefits of moving to a territorial tax system with a lower rate remain. In other words, an inverted company can still benefit from removing its future foreign growth from the U.S. worldwide tax system. In addition, the earnings-stripping benefits that allow a reduction in tax on U.S. earnings seemingly remain, although future regulatory action could limit earnings stripping and could apply retroactively.

What are the ancillary considerations that should be taken into account?

On the one hand, corporate boards have an obligation to deliver shareholder value. As a result, so long as the current U.S. tax system remains unchanged, inverting will be a consideration. On the other hand, public perception is a factor, especially for companies that have direct interaction with consumers or regularly contract with the government. The president has branded inverted companies as “corporate deserters” and unpatriotic. In short, both tax and non-tax considerations must be weighed carefully.

Is corporate tax reform on the horizon?

Tax reform remains unlikely in the near term; however, legislative proposals have been introduced, largely in the Senate on the Democratic side, which would curb inversions and build walls to keep U.S. companies from moving overseas. These proposals have not been successful to date and are subject to political resistance among policymakers who intend to use inversions as a catalyst for needed fundamental tax reform.

Will inversions continue until tax reform is enacted?

Yes. Under current law, the Treasury Department is limited in its ability to fully address inversions. Congressional action is necessary for that, and the long-term solution is best addressed through comprehensive corporate tax reform. Tax reform takes time, and in the current political climate, is unlikely to occur before 2017.

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.

© BakerHostetler | Attorney Advertising

Written by:

BakerHostetler
Contact
more
less

BakerHostetler 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.