Jumpstart Our Business Startups Act – Implications for Sponsors of Venture Capital, Private Equity and Hedge Funds

Orrick, Herrington & Sutcliffe LLP
Contact

On April 5, 2012, the Jumpstart Our Business Startups Act (the "JOBS Act") was enacted into law.  This bipartisan legislation is intended to stimulate economic growth by improving access to the U.S. capital markets for U.S. and non-U.S. startup and emerging companies. 

This Client Alert focuses on those provisions of the JOBS Act that most directly affect sponsors of "venture capital funds," "private equity funds" and "hedge funds." [1]  These funds customarily are organized under exclusions from the provisions of the Investment Company Act of 1940 (the "Company Act") provided by Section 3(c)(1) or Section 3(c)(7) thereof ("Section 3(c)(1)" and "Section 3(c)(7)," respectively) and are referred to herein, collectively, as "Private Funds."

In particular, the JOBS Act: (i) eliminates the prohibition on "general solicitation" and "general advertising" in connection with the private placement of Private Fund securities, provided the securities are purchased solely by "Accredited Investors;" [2]  and (ii) provides a new safe-harbor exemption from broker-dealer registration for persons who take certain actions or perform certain services in connection with such transactions. 

For an overview of all of the provisions of the JOBS Act, please refer to the "JOBS Act Alert."

I.          Private Placement Offerings of Securities to Accredited Investors.

A.        Background.  Section 3(c)(1) excludes from the definition of "investment company" a fund that, among other things, limits to 100 the number of beneficial owners of its securities.  Section 3(c)(7) excludes from the definition of an "investment company" a fund, the outstanding securities of which are owned exclusively by persons who, at the time of acquisition of such securities, are "Qualified Purchasers," if certain other conditions are met. [3]  The exclusion provided by each requires that the fund is not making and does not propose to make a "public offering of its securities."  In other words, a fund that seeks to rely upon either of these exclusions must offer and sell its securities in a transaction that qualifies as a "private placement" under the Securities Act of 1933 (the "Securities Act").

Customarily, Private Funds issuing interests to investors rely upon Section 4(2) of the Securities Act [4] and Regulation D thereunder ("Regulation D"), which provides a "safe harbor" exclusion from the registration requirements of the Securities Act.  The broadest exclusion available under Regulation D is provided by Rule 506 thereof ("Rule 506") which does not limit the dollar amount of the offering or the number of Accredited Investors who can participate.  However, Rule 506 requires, among other things, that:

neither the issuer nor any person acting on its behalf shall offer or sell the securities by any form of general solicitation or general advertising, including, but not limited to, the following: (1) Any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio; and (2) Any seminar or meeting whose attendees have been invited by any general solicitation or general advertising . . . .

Accordingly, since its adoption in 1982, the prohibition on "general solicitation" or "general advertising" under Regulation D has severely limited the number of prospective investors to which a Private Fund, or any person acting on its behalf, can offer interests in the fund without relying upon the assistance of a properly authorized placement agent, such as a broker-dealer registered under the Securities Exchange Act of 1934 ("Exchange Act").  Effectively, Regulation D has regulated both the "offer" and "sale" of securities to Accredited Investors.

B.        The JOBS Act Eliminates the Prohibition on General Solicitation and General
Advertising in Connection with Certain Private Placements
.  Section 201(a)(1) of the JOBS Act mandates that no later than 90 days after its enactment the Securities and Exchange Commission ("SEC") shall revise Rule 506 to provide that the prohibition against "general solicitation" or "general advertising" not apply to offers and sales of securities "provided that all purchasers of the securities are accredited investors." (Emphasis added.)  Such rules must "require the issuer to take reasonable steps to verify that purchasers of the securities are accredited investors, using such methods as determined by the [SEC]." 

Section 201(a) also confirms that offers and sales that are exempt under revised Rule 506 "shall not be deemed public offerings under the Federal securities laws as a result of general advertising or general solicitation."  Accordingly, the "no public offering" condition of Section 3(c)(1) and Section 3(c)(7) should not be violated as a result of such offers.

C.        The JOBS Act Provides a New Safe-Harbor Exemption from Broker-Dealer Registration for Certain Persons Engaged in the Offer and Sale of Securities in Compliance with Rule 506.  Section 201(b) of the JOBS Act provides that with respect to securities offered and sold in compliance with Rule 506, no person who meets certain conditions shall be subject to registration as a broker or dealer under the Exchange Act solely because they take certain actions or perform certain services, most notably, maintaining "a platform or mechanism that permits the offer, sale, purchase, or negotiation of or with respect to securities, or permits general solicitations, general advertisements, or similar or related activities by issuers of such securities, whether online, in person, or through any other means."  Other "Ancillary Services" that can be provided include "the provision of due diligence services, in connection with the offer, sale, purchase, or negotiation of such security," provided that these services do not constitute advisory services for which the person is separately compensated.  The most notable condition of this exclusion is that "such person and each person associated with that person receives no compensation in connection with the purchase or sale of such security." 

D.        Potential Impact of the JOBS Act on Existing Private Placement Practices

1.         Direct Marketing by Fund Managers.  The JOBS Act, when fully implemented, should enhance the ability of Private Funds to engage in direct marketing and reduce the cost of fund raising.  Private Fund managers would also be permitted to respond to media inquiries and provide information that, under existing regulatory standards, might be deemed to be "conditioning the market" or the commencement of an offering.  Examples of marketing activities that have been problematic, but may now be permissible, include:  public statements or advertisements concerning a fund offering, including, in particular, the investment strategy of the fund and its range of targeted returns; placing advertisements in newspapers or trade publications; posting information on non-password protected websites, or making presentations at conferences whose attendees were invited by means of a "general solicitation."

At the same time, it must be borne in mind that the JOBS Act does not modify in any way the anti-fraud provisions of the securities laws, including disclosure obligations that are applicable to issuers and third-parties engaged in a securities offering and sale, such as full and fair disclosure of the risks presented in connection with an investment in a particular fund or its trading strategies, etc.

Moreover, at this time there is no reason to believe that other conditions of Regulation D will be modified, such as the requirement that all sales that are deemed to be part of the same Regulation D offering must meet all of its requirements, i.e., sales that are deemed to be "integrated" for purposes of determining whether the conditions of Regulation D have been satisfied.  For example, if shortly after having completed an offering of interests in a Private Fund in compliance with the requirements of revised Rule 506 that:  (i) involved the use of "general solicitation" or "general advertising"; and (ii) did not include any non-Accredited Investors as purchasers,  a Private Fund conducts another offering of interests of the same class to fund the same investment program under revised Rule 506 that:  (i) does not involve the use of "general solicitation" or "general advertising"; but (ii) includes non-Accredited Investors as purchasers, the two offerings might be "integrated" under the standards set forth in Regulation D with the risk that the second offering would not satisfy its requirements.

2.         Employment of Non-Registered Sales Personnel.  It has been a concern of investment managers of Private Funds that are engaged in an ongoing offering of interests in their funds that an employee who devotes substantially all of his/her time to client relations and marketing might be deemed to be acting as a broker-dealer and subject to the registration requirements of the Exchange Act.  It has also been a concern of these investment managers that third-party referral agents or service providers might be subject to these requirements.  The safe-harbor of Section 201(c) of the JOBS Act may substantially reduce those concerns, although the scope of the relief granted will be highly dependent on how the permitted activities and the prohibition on compensation "in connection with the purchase and sale of [a] security" are interpreted in any implementing rules adopted by the SEC.

For example, would the activity of acting in the traditional role of a referral agent come within the safe harbor of "maintain[ing] a platform or mechanism that permits the offer, sale, purchase, sale or negotiation of or with respect to securities . . ." ?  Might the prohibition on compensation to persons "in connection with the purchase or sale of such security" be interpreted to preclude only "transaction based compensation," generally regarded by the SEC and the Financial Industry Regulatory Authority ("FINRA") as a "red flag" connoting broker-dealer status, or would the prohibition extend to any compensation that clearly is not attributable to marketing activities or investment advice?

3.         Re-examination of Access to, and Content of, Websites of Investment Managers to Private Funds.  Under the regulatory guidance provided by the Staff of the SEC, investment managers of Private Funds have developed procedures under which investors have been able to access Private Fund offering materials.  These procedures, generally, entail a two-stage process under which a prospective investor first will provide sufficient information that allows the investment manager to make a reasonable determination that the prospective investor is an Accredited Investor and then the prospective investor must wait at least 30 days before being granted full access to the website in order that a "pre-existing relationship" be established with the issuer, so as to satisfy the offering requirements of Regulation D. 

As noted above, implementation of Section 201(a) of the JOBS Act is subject to the adoption by the SEC of rules that "require the issuer to take reasonable steps to verify that purchasers of the securities are accredited investors, using such methods as determined by the [SEC]."  Hopefully, these rules will be modeled upon existing Staff guidance.

4 .        Better Alignment of U.S. and U.K. Marketing Standards.  Prior to the enactment of the JOBS Act, the U.S. private placement regulatory regime was significantly more restrictive than its counterpart in the U.K.  The JOBS Act should broadly bring the U.S. and U.K. regulatory regimes into closer alignment and facilitate cross-border offerings of interests in Private Funds.

In the U.K., under Section 21 of the Financial Services and Markets Act 2000 (the "FSMA"), an unauthorized person is prohibited from communicating a financial promotion unless the content of the promotion is approved by an authorized person or is exempt.  The exemptions are set out in the FSMA (Financial Promotion Order) 2005 (the "FPO").  These include promotions made publicly to "Investment Professionals," [5] "Certified High Net Worth Individuals" [6] and "Sophisticated Investors." [7]  Recent guidance of the Financial Services Authority has confirmed that promotions made publicly can be targeted at Investment Professionals, provided that they must be effectively targeted through the publication or medium used, be fair, clear and not misleading and clearly state the target audience.  For example, to take advantage of the investment professionals exemption, the promotion should be accompanied by an indication that it is directed at persons having professional experience in matters relating to investments, that persons who do not have professional experience in matters relating to investments should not rely on it, and that there are proper systems and procedures in place to prevent recipients other than Investment Professionals from engaging in the investment activity.

II.        Other Relevant Provisions of the JOBS Act.

A.        Easier Communications with Accredited Investors and "Qualified Institutional Buyers."  As more fully discussed in the JOBS Act Alert, a possible benefit to a sponsor of a Private Fund, particularly a venture capital fund, is that an "Emerging Growth Company," [8] or its authorized representatives, can communicate orally or in writing with institutions that are Accredited Investors and "Qualified Institutional Buyers" [9] to determine whether these investors would have an interest in a proposed securities offering.  Such communications could take place before or after the filing of a registration statement under the Securities Act. 

B.        "Crowdfunding" – Unavailability to Private Funds.  As discussed in detail in the JOBS Act Alert, the JOBS Act provides a new exemption from the registration requirements of the Securities Act for capital raising by issuers using on-line internet services in compliance with certain requirements (the "Crowdfunding Exemption").  The Crowdfunding Exemption is not available to an issuer that is:  "an investment company, as defined in section 3 of the Investment Company Act of 1940, or is excluded from the definition of investment company by section 3(b) or section 3(c) of that Act." [11] Accordingly, a Private Fund would not be eligible to raise capital through the Crowdfunding Exemption.

C.        Increase in Limit on the Number of Holders of Record an Issuer May Have Before Being Required to Register Securities Under the Exchange Act.  Section 501 of the JOBS Act amends Section 12(g) of the Exchange Act to change the limit on the number of holders of record of a class of equity securities an issuer may have before it is required to register such securities under the Exchange Act from 500 to either:  (i) 2,000 persons; or (ii) 500 persons who are not Accredited Investors, excluding persons:  (i) who received securities pursuant to employee compensation plans in transactions exempted from the registration requirements of the Securities Act; and (ii) investors who acquired securities in an offering under the Crowdfunding Exemption.  This change will allow managers of large Private Funds to expand their investor base and more efficiently raise funds for particular investment programs without being subject to the reporting burdens of the Exchange Act.

III.       Concluding Observation.   The JOBS Act provisions discussed above raise a number of interpretative issues and the lifting of the prohibition on "general solicitation" and "general advertising" for offers and sales of securities under Rule 506 (provided that the securities are purchased solely by Accredited Investors) is subject to the adoption of rules by the SEC.   Against this background, it should be anticipated that other regulatory bodies, such as FINRA and the North American Securities Administrators Association (which has expressed concerns about the legislation), will be carefully considering the potential impact of the JOBS Act and SEC rulemakings.  Therefore, the impact of the legislation on the private funds industry will not be fully known until the rulemaking process has run its course.  Orrick will be closely monitoring these developments and will provide timely updates as warranted.

Please do not hesitate to contact the authors of this Alert, any of the members of the Private Investment Funds Group, or other Orrick attorneys with whom you work to discuss any questions that arise. 


* Only admitted in New Jersey

[1] Each of these terms is defined in the Glossary of Terms contained in Form PF adopted under the Investment Advisers Act of 1940.

The definition of "Accredited Investor" is set forth in Rule 501(a) promulgated under the Securities Act.

[3] Section 3(c)(1) and Section 3(c)(7) of the Company Act provide in relevant part:

(c)  Notwithstanding subsection (a), none of the following persons is an investment company within the meaning of this title:  (1) Any issuer whose outstanding securities (other than short- term paper) are beneficially owned by not more than one hundred persons and which is not making and does not presently propose to make a public offering of its securities.          

(7)(A) Any issuer, the outstanding securities of which are owned exclusively by persons who, at the time of acquisition of such securities, are qualified purchasers, and which is not making and does not at that time propose to make a public offering of such securities

The definition of "Qualified Purchaser" is set forth in Section 2(a)(51) of the Company Act.

[4] Section 4(2) of the Securities Act provides:

4.  The provisions of [the registration requirements of the Securities Act]shall not apply to—  

(2) transactions by an issuer not involving any public offering.

[5] The definition of "Investment Professionals" is set forth in Article 19(5) of the FPO.

[6] The definition of "Certified High Net Worth Individuals" is set forth in Article 48(2) of the FPO.

[7] The definition of "Sophisticated Investors" is set forth in Article 50(1) and the definition of "Self-Certifying Sophisticated Investors" is found in Article 50A(1) of the FPO.

[8] The term "Emerging Growth Company" is defined in Section 101 of the JOBS Act to mean, generally, a company that had total annual gross revenues of less than $1 billion during its most recently completed fiscal year.

[9] The definition of "Qualified Institutional Buyer" is set forth in Rule 144A promulgated under the Securities Act.

[10] Generally, in order for an issuer to rely upon the Crowdfunding Exemption it must either not be an "investment company" as defined in the Company Act or it must satisfy the requirements of one of the exceptions from investment company status under the Company Act available under Rule 3a-1 ("certain prima facie investment companies"),  Rule 3a-2 ("transient investment companies"), Rule 3a-3 ("certain investment companies owned by companies which are not investment companies"),  Rule 3a-5 ("finance subsidiaries"), Rule 3a-6 ("foreign banks and foreign insurance companies"), Rule 3a-7 ("issuers of asset backed securities"), or Rule 3a-8 ("certain research and development companies").

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.

© Orrick, Herrington & Sutcliffe LLP | Attorney Advertising

Written by:

Orrick, Herrington & Sutcliffe LLP
Contact
more
less

Orrick, Herrington & Sutcliffe 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.