Wealth Management Update Newsletter - January 2013

by Proskauer Rose LLP
Contact

We Didn't (Quite) Fall off the Cliff, But We Still Have To Clean up the Mess!

When the clock struck midnight on December 31, 2012, estate planning practitioners said "good night" to an unprecedented period of working with clients to maximize transfer tax planning opportunities. When we awoke on January 1, 2013, we discovered we had only nearly "fallen off the cliff," and, as a result of ATRA, most of the year-end transfers we orchestrated may have been for naught. While the House of Representatives debated ATRA well into the night of January 1, it ultimately approved the bill and sent it to the White House. The President authorized signature remotely via his so-called "autopen" late on January 2, while he vacationed with his family in Hawaii.[1]

The enactment of ATRA means that the three hallmarks of TRA 2010 – namely, (i) the reunification of the estate and gift tax regimes, (ii) the $5 million estate, gift, and GST tax exemptions, as indexed for inflation ($5.25 million for 2013), and (iii) portability – have all become permanent fixtures in federal transfer tax law. ATRA will impose a maximum transfer tax rate of 40 percent, and also has made permanent the following provisions, as introduced by EGTRRA:

i. the deduction for state death taxes under Code Section 2058;

ii. certain provisions related to the extension of time to pay estate tax under Code Section 6166; and

iii. certain GST tax "simplification" provisions, including the automatic allocation of GST tax exemption to "indirect skips" and related elections with respect to "GST trusts" (under Code Section 2632(c)), retroactive allocation of GST tax exemption when there is an "unnatural order of deaths" (under Code Section 2632(d)), the qualified severance rules (under Code Section 2642(a)(3)), modification of certain GST valuation rules (under Code Section 2642(b)) and certain relief provisions when there is a failure to allocate GST tax exemption timely or properly (under Code Section 2642(g)).

Additionally, ATRA implements a technical correction to the portability provisions of TRA 2010. In calculating the deceased spousal unused exclusion amount under Code Section 2010(c)(4)(B), TRA 2010 referred to the "basic exclusion amount" of the last deceased spouse of the surviving spouse. Many practitioners thought this reference was erroneous given the now-famous Example 3 of the Joint Committee on Taxation's "Technical Explanation of the Revenue Provisions Contained in the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010."[2] Indeed, in March 2011, the Joint Committee on Taxation issued an errata statement suggesting that a technical correction may be necessary to substitute "applicable exclusion amount" for "basic exclusion amount."[3] The Treasury Department subsequently confirmed this thinking in promulgating the Temporary Treasury Regulations regarding portability.[4] ATRA now provides a statutory fix by substituting the term "applicable exclusion amount" for "basic exclusion amount." This provides statutory confirmation of the regulatory fix.

Alas, the better advice of estate planning practitioners "to use or lose" the "expiring"
$5 million exemption and 35 percent rate prior to the New Year has now proven unnecessary in many cases. Nonetheless, we need to make sure that the proverbial "i's" are dotted and "t's" are crossed with respect to the transfers that were made hastily at the end of 2012, so that such transfers are respected. We address below "post-2012" transfer tax issues that should be examined by practitioners and clients who made significant gifts before the clock struck midnight on December 31, 2012.

Gift Tax Returns

For gifts made in 2012, federal gift tax returns (Form 709) are due on April 15, 2013. Of course, this date can be automatically extended until October 15, 2013 by filing for an income tax extension on Form 4868. Although many clients made gifts at or below the exemption and will not owe gift tax, some made cumulative gifts in excess of $5.12 million in contemplation of paying gift tax at the historically low rate of 35 percent. Although the due date for the gift tax return can be extended until October 15, 2013, the due date for the payment of gift tax cannot be extended. Thus, clients will need to raise cash to pay such tax on or before April 15. Additionally, if hard-to-value assets have been gifted, which generally requires an appraisal to substantiate the value of the gift, advisors must obtain values from the appraisers so that the gift tax can be computed. Gifts that were made using "defined value" or "formula" clauses also may raise some reporting complexities, as further discussed below. Finally, clients should keep in mind that in the event their planning contemplated gift-splitting, they must elect to gift-split on their gift
tax returns.

Implementation and Reporting of Defined Value Gifts

Because of timing issues associated with obtaining appraisals and the desire to "hit the nail on the head" in making gifts of exactly $5.12 million, many clients implemented 2012 gifting through the use of "defined value " or "formula" clauses. These gifts were most commonly made of a client's interests in closely held entities, whether corporations, limited liability companies or partnerships. This gifting technique was particularly attractive following the 2012 taxpayer victory in Wandry v. Commissioner,[5] notwithstanding the IRS's later non-acquiescence.[6] Although practitioners carefully navigated Wandry and other defined value clause cases[7] in advising clients with respect to these gifts, it is equally important to implement and report such gifts properly to ensure the benefits of the planning.

From an implementation standpoint, the first step may very well be to obtain appropriate appraisals. In most cases, given the flurry of gifts made at the end of 2012, the appraisals of such gifts were not even started. It is important for practitioners to follow up with the appraisers as soon as possible to determine the interest in the entity (i.e., shares of stock, partnership interests or membership interests) that corresponds with the formula, as based on the appraisal. Once the appraisal is finalized, the transferred interest needs to be properly reflected on the entity's books and records and administered accordingly.

When documenting a specific number of shares of stock, partnership interests or membership interests for transfer on the entity's books and records, our practice is to caveat the transfer appropriately with a footnote or other cross-reference to the defined value or formula clause. Our view is that although it is acceptable to reflect a transfer of a specific interest on the entity's books and records, it must be crystal clear that the specific interest is derivative of the appraisal, and not of the finally determined value used for federal transfer tax purposes, which ultimately controls the specific interest that is transferred pursuant to the clause.

Documenting this transfer as such is particularly important with respect to flow-through entities (i.e., S corporations, partnerships and limited liability companies), as, generally, distributions are made on a pro rata basis and taxable income is allocated on a pro rata basis. S corporations will require this information by the 15th day of the third month following the end of their tax years to file Forms 1120S timely and to provide shareholders with appropriate Forms K-1; partnerships will have until 15th day of the fourth month after the end of their tax years to file Forms 1065 and appropriate Forms K-1. Of course, this issue is mitigated, at least from a tax liability standpoint, to the extent that the defined value or formula gifts were made to grantor trusts.

In addition, when interests are transferred by or to trustees of irrevocable trusts, the trustees will have fiduciary obligations that must be satisfied with respect to such gifts. Translating the formula into a specific interest, even if using the appraised value as an estimate until there is a finally determined value, helps to satisfy the trustees' fiduciary obligations.

From a disclosure standpoint, the defined value or formula gift must be properly reported on the client's gift tax return in order to start the running of the statute of limitations. This is not only important from an audit standpoint, but also from the perspective of reaching a finally determined value so that the terms of the formula clause can take effect with finality. The gift should be reported as a specific dollar amount, not as a specific interest in the entity. We then advise clients to disclose the specific interest that equals the defined value based on the appraisal, which should be attached to the gift tax return. Additionally, if the planning involved a sale transaction, our preference is also to disclose the sale so that the statute of limitations can begin running instead of remaining open indefinitely, particularly when the client's estate is required to check "yes" regarding prior sale transactions in answering question 13e of Part 4 of the estate tax return (Form 706).

Clients Want To "Change" the Terms of the Trust

In the mad rush of signing and funding trusts prior to the end of 2012, many clients may not have had ample time to consider fully all the various provisions in quickly drafted trusts to which they made their 2012 gifts. For example, clients may want to consider different dispositive or fiduciary provisions than what were included in the instruments they signed. Indeed, if a trust was signed and funded toward the end of December, many clients may have used a "place holder" trustee to expedite the transaction. A simple "remove and replace" power in the trust instrument may permit flexibility in selecting a successor trustee. However, more significant changes may be in order. Relying on a decanting provision in the trust instrument or under state law can allow the trustee the flexibility to "change" the terms of the trust.

Depending on the terms of the trust instrument or provisions of state law, the "changes" to a trust that can be achieved through a trust decanting can be broad. Under many state statutes the only changes that cannot be achieved through a trust decanting are the reduction or elimination of fixed income or annuity interests, the disqualification from a marital or charitable deduction, and the addition of trust beneficiaries. To the extent that the trust instrument and its governing law do not permit the trustees to decant the trust, the trustees should explore whether the governing law of the trust can be changed to a more favorable jurisdiction so that the decanting can be implemented. Additionally, clients might consider state statutes that provide for judicial or non judicial modification or reformation, but in so doing, they need to be sensitive to possible transfer tax consequences in the event beneficiary consent (or notice) is required.

Planning for Step-up in Basis

In the rush to complete gifts before year-end, many clients may have funded irrevocable trusts with low-basis assets. These clients would do well to consider the income tax consequences to the trust beneficiaries as a result of the loss of a step-up in basis at death. Two possible solutions are available for these clients.

First, if the trust contains a power of substitution, or "swap power," the client can "swap in" assets of equal value with a higher basis and "swap out" the low-basis assets. In executing this "swap," the trustees must ensure that the assets "swapped in" are equal in value to the assets "swapped out." Not only is this part and parcel to the trustees' fiduciary obligations, it is also necessary to avoid the imputation of any deemed gifts. Practitioners may wish to consider using a formula clause as a hedge on the "swap" in a similar manner to the way such clauses are used in gifting transactions. Our preference is to disclose such "swaps" on the client's gift tax return.

Second, even if the trust does not contain a swap power, but is otherwise a grantor trust, the client can purchase assets from the trust. The purchase can even be done with a promissory note. This allows the client to regain the economic benefits of the assets, while still having completed the gift and having an obligation at death that reduces the client's taxable estate. If, in making the gift, the client simply wanted to use the entire gift tax exemption, the note can be structured at the applicable federal rate to allow the client the benefit of any future appreciation. If the gift was intended to allow future appreciation to grow outside of the client's estate, then the note can be structured at a higher rate to result in greater appreciation within the trust.

Lack of GST Exemption

Most clients who used their entire gift tax exemption in 2012 gifting also will allocate GST tax exemption to those transfers. This may cause problems for clients who need to continue to rely on annual exclusion gifts to fund life insurance premiums. If the policy is owned by an "old and cold" life insurance trust, then funding such trust with annual exclusion gifts may result in a mixed GST tax inclusion ratio (meaning that the trust's inclusion ratio is greater than zero but less than one), as the client will no longer have GST exemption to allocate to the annual exclusion gifts. Some relief may be available year-by-year depending on the inflation adjustment of the applicable credit amount. For example, clients who maxed out their GST tax exemptions in 2012 will now have an additional $130,000 to allocate in 2013. This may go a long way for some clients in preserving the GST exempt status of their life insurance trusts.

However, if the additional exemption made available through the inflation adjustment is insufficient, alternatives need to be considered. The most attractive option is likely to make sure that the life insurance policy is owned by the same trust to which the 2012 gifting was made, so that the income from the gift, or a portion of the gift itself, may be used to service the premium payments, thereby preserving the GST exempt status of the trust. If the planning was not structured this way from the outset several options may be available. First, the "old and cold" life insurance trust can be merged into the 2012 gifting trust under the terms of the trust instrument or under state law if such merger is so permitted. Second, the "old and cold" life insurance trust and the 2012 gifting trust can be decanted into a single new trust pursuant to the trust instrument or state decanting statutes. Third, if the prior two options are not available, the "old and cold" life insurance trust can sell the policy to the new trust. It is critical that the purchasing trust be treated as a grantor trust wholly owned by the insured in order to ensure that the transfer falls within the exception to the transfer-for-value rule of Code Section 101(a)(2).

Alternatively, clients can consider lending to life insurance trusts so that the trustees can use the loan proceeds to pay the life insurance premiums. Practitioners should be sensitive to private split-dollar rules in making such loans.

2012 Gifting Results in Mixed Inclusion Ratio

Because ATRA preserves the EGTRRA provisions permitting qualified severances, practitioners and clients can rest assured that even if 2012 gifting (or gifting in 2013 and beyond) results in mixed inclusion ratio trusts, such trusts can be severed.

A qualified severance is a severance of a trust with a mixed inclusion ratio into two or more separate trusts, so that the resulting trusts have an inclusion ratio of one or zero. Generally, the severance must occur on a fractional basis and the terms of the new trusts, in the aggregate, must provide for the same succession of interests of beneficiaries as are provided in the original trust. The severance is reported on Form 706 GS(T) by writing "Qualified Severance" at the top of the form and attaching a statement to the form containing the name of the transferor, the name and date of creation of the original trust, the tax identification number of the original trust, the inclusion ratio before severance, the name and tax identification number of each resulting trust, the date of severance, the fraction of total assets of the original trust received by each resulting trust, the inclusion ratio of each resulting trust, and any other details explaining the basis for funding the resulting trusts.

Reliance on the qualified severance provisions may be a huge relief for clients whose remaining gift tax exemption in 2012 exceeded their remaining GST tax exemption (most often on account of allocation to life insurance trusts or allocation upon the expiration of a GRAT). These clients wanted to max out the amount they could give in 2012 at the higher exemption, but had concerns about the long-term consequences of administering mixed inclusion ratio trusts. Thankfully, it looks like qualified severances are here to stay! Indeed, 2013 may be the "Year of the Qualified Severance."

Other Lingering Issues

ATRA is welcome legislation in that it provides some long-awaited certainty in the federal transfer tax regime. With that said, we wonder to what extent the administration will continue to focus on prior policy positions advanced in the various Greenbooks over the last several years. Namely, it will be interesting to see whether legislation attacking valuation discounts, GST exempt dynasty trusts, GRATs, and defective grantor trusts will continue to surface in the legislative debate over the course of the coming year. If 2013 proves to be anything like the past decade, your guess is as good as ours!

[1] See Chappell, "With a Swish of His Autopen, Obama Signs Fiscal Cliff Bill, "available at: http://www.npr.org/blogs/thetwo-way/2013/01/02/168477773/how-will-president-obama-sign-the-fiscal-cliff-bill.

[2] JCX-55-10 at pages 51–53.

[3] JCS-2-11 at pages 554-556.

[4] See Treas. Regulation Section 20.2010-2T(c)(2).

[5] Wandry v. Commissioner, T.C. Memo. 2012-88.

[6] A.O.D. 2012-004, 2012-46 IRB.

[7] See Estate of Petter v. Commissioner, 653 F.3d 1012 (9th Cir. 2011); Estate of Christiansen v. Commissioner, 586 F.3d 1061 (8th Cir. 2009); McCord v. Commissioner, 461 F.3d 614 (5th Cir. 2006); Hendrix v. Commissioner, T.C. Memo 2011-133.

 

 

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
Contact
more
less

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 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.