Dorsey & Whitney LLP

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50 South Sixth Street
Suite 1500
Minneapolis, MN 55402-1498, United States
Phone: (612) 340-2600
Fax: (612) 340-2868
Areas of Practice
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Class Action
  • Commercial Law & Contracts
  • Communications & Media Law
  • Construction Law
  • Criminal Law
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Government
  • Health
  • Immigration Law
  • Indigenous Peoples
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Privacy
  • Products Liability
  • Professional Malpractice
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Wills, Trusts, & Estate Planning
  • Zoning, Planning & Land Use
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Locations
Other U.S. Locations
  • Alaska
  • California
  • Colorado
  • D.C.
  • Delaware
  • Iowa
  • Minnesota
  • Montana
  • New York
  • North Dakota
  • Utah
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Other Countries
  • Canada
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  • Hong Kong
  • United Kingdom
Number of Attorneys
100+ Attorneys

SEC Endorses Use of Conditional Offers to Buy Shares in IPOs

The Securities and Exchange Commission (the “SEC”) recently issued a no-action letter to Morgan Stanley Smith Barney L.L.C. (“Morgan Stanley”) that will streamline the process for its wealth management clients to participate in…more

Conditional Offers, Initial Public Offerings, Investment Banks, Morgan Stanley, No-Action Letters

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SEC’s Latest Cybersecurity Risk Alert Identifies Elements of Robust Policies and Procedures

On August 7, 2017 the Securities and Exchange Committee (“SEC”) Office of Compliance Inspections and Examinations (“OCIE”) released yet another cybersecurity Risk Alert entitled, “Observations from Cybersecurity Examinations.”…more

Broker-Dealer, Cybersecurity, Financial Services Industry, Industry Examinations, Investment Adviser

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Case Update: In Consumer Data Breach Case, Eleventh Circuit Indicates Concern over Scope of FTC’s Enforcement Actions

On June 21, 2017, the Eleventh Circuit Court of Appeals heard oral argument in LabMD, Inc. v. FTC, Case No. 16-16270, a case that is being carefully watched to see if it will clarify the limits of the Federal Trade Commission’s…more

Corporate Counsel, Cybersecurity, Data Breach, Enforcement Actions, FTC

See all updates »

NLRB Implements Dramatic Changes to Union Representation Election Procedures

Late last week, the National Labor Relations Board (the “Board”) issued a long-anticipated final rule implementing dramatic changes to the procedures for union representation elections. The so-called “quickie election” or…more

Ambush Election Rules, NLRB, Union Elections, Unions

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Do You Need a Risk Factor for Proposed U.S. Federal Income Tax Reform?

Tax reform efforts by Congress are ongoing, and the substance of the tax bills remains fluid. However, for foreign corporations with U.S. operations, there are some specific potential risks to consider, such as additional…more

Canada, Corporate Taxes, Foreign Corporations, Internal Revenue Code (IRC), Pending Legislation

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Crowdfunding: A New Way for Montana Companies to Raise Money

A new exemption passed in the Montana 2015 legislative session will allow Montana companies to use crowdfunding to offer and sell securities in Montana beginning July 1, 2015. This exemption is subject to various limitations and…more

Crowdfunding, Financing, JOBS Act, SEC, Securities

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State Retirement Plans (2.5 of 3) Carrots instead of Sticks — marketplaces, prototypes and “closed MEPs”

This is Part 2.5 of a 3-part series on state retirement plan legislation. Part 1 was an Overview. Part 2 focused on recent Department of Labor guidance making it easier for states to get a bit heavy-handed by mandating…more

DOL, ERISA, Pensions, Preemption, Retirement Plan

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First Circuit Rejects Fraud-on-the-FDA Theory of FCA Liability

Affirming an earlier order handed down by the United States District Court for the District of Massachusetts, the First Circuit recently denied Plaintiff D’Agostino leave to amend his complaint, finding the proposed claims were…more

False Claims Act (FCA), False Statements, FDA Approval, Medical Devices, Motion to Amend

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Trump Administration’s North Korea Travel Ban to Start September 1, Likely Prelude to Expanded North Korea Sanctions Effort

Citing both “serious risk to United States nationals of arrest and long-term detention” and the “imminent danger to the physical safety of United States nationals,” on August 2, the U.S. State Department issued a Geographical…more

China, Economic Sanctions, North Korea, Nuclear Weapons, OFAC

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SEC acts against Private Equity Firm for Acting as an Unregistered Broker

On June 1, 2016, the SEC issued a press release that announced a Maryland-based private equity fund advisory firm and its owner have agreed to pay more than $3.1 million to settle charges that they engaged in brokerage activity…more

Broker-Dealer, Enforcement Actions, FINRA, Investment Advisers Act of 1940, Private Equity Funds

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EU Securities – Proposed Settlement System to Facilitate London Listings of US Companies

Historically, due to certain restrictions under US securities laws, equity securities of US companies and other companies that do not qualify as “foreign private issuers” under US securities laws (collectively, “US-Based…more

Electronic Trading, EU, Foreign Private Issuers, London Stock Exchange, Regulation S

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First Department Opens the Door a Bit Wider to “Disclosure-Only” Settlement Agreements in Class Action Cases

On February 2, 2017, the New York Supreme Court, Appellate Division, First Department, approved a “disclosure-only” settlement agreement in Gordon v. Verizon Communications, Inc., 2017 N.Y. App. Div. LEXIS 740 (1st Dep’t Feb. 2,…more

Disclosure-Based Settlements, Failure To Disclose, Fairness Standard, Fiduciary Duty, Shareholder Litigation

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Locked Out: Zillow’s Failure to Provide Insurer Timely Notice of DMCA Takedown Notice Precludes Coverage Under a Claims-Made Policy

Last month the United States District Court for the Western District of Washington held that a Digital Millennium Copyright Act (“DMCA”) Takedown Notice triggered a policyholder’s obligation to notify its claims-made insurer…more

Claims Made Policy, DMCA, Insurance Litigation, Late Notices, Takedown Notices

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Quirky Question #241, Working for Free In Montana At A Start-Up Business

Quirky Question - I was laid off by my Montana employer and I have decided to help my brother with his start up business. I will be a 50% owner but we are not going to take a salary until revenue is substantial. An…more

Startups, Unemployment Benefits, Volunteers

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General Counsel Permitted to Use Attorney-Client Privileged Information in Whistleblower Retaliation Case

In a recent case, Wadler v. Bio-Rad Laboratories, Inc. case number 3:15-cv-02356 (2016), the federal court in the Northern District of California ruled that the plaintiff and former general counsel of Bio-Rad Laboratories could…more

Attorney-Client Privilege, Bio-Rad Laboratories, Employer Liability Issues, FCPA, Jury Verdicts

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Passive Trademark Licensor Held Not Liable for Product Defect

Can merely licensing a trademark result in strict liability for injuries resulting from a product bearing the trademark? A decision earlier this month says no…more

Corporate Counsel, IP License, License Agreements, Popular, Product Defects

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Another New Day in Cuba: The Obama Administration Further Loosens U.S. Sanctions

On March 16, 2016, the Obama Administration further loosened sanctions on Cuba in accordance with President Obama’s policy previously announced on December 17, 2014, and partially implemented thus far, to engage and empower the…more

Banking Sector, BIS, Cuba, Cuban Assets Control Regulations (CACR), EAR

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“Hope I don’t get AIDS. Just kidding. I’m white!”: How to get yourself fired for a Facebook post

Social media has created a minefield of concerns for both employees and employers. The news is full of stories of employees documenting their questionable off-duty conduct on social media, or posting comments containing racist…more

Employer Liability Issues, Employment Policies, Facebook, Hate Speech, Hiring & Firing

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The Ninth Circuit Makes it Easier to Plead Text Message TCPA Cases

As many of you already know, Facebook recently obtained a dismissal of a text message case on the ground that the texts were not sent randomly but, instead, were directed to specific users. This case (Duguid) was only the most…more

ATDS, Corporate Counsel, Dismissals, Facebook, Pleading Standards

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The Supreme Court Rolled Back Patent Venue — What Will Happen Now for Copyright?

The Supreme Court recently sounded the death knell for patent litigation in the Eastern District of Texas, overruling the Federal Circuit’s interpretation of 28 U.S.C. § 1400(b) and dramatically reducing forum shopping in patent…more

Copyright, Copyright Litigation, Forum Shopping, Patent Infringement, Patent Litigation

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Two Recent Decisions Highlight the Court’s Increasingly Narrow Interpretation on the Availability of Legal Privilege in Internal Investigations

Two recent decisions of the English High Court have considered the availability of legal professional privilege in relation to internal investigations. In both cases the availability of legal professional privilege has been…more

Criminal Prosecution, Internal Investigations, Legal Professional Privilege, Self-Reporting, Serious Fraud Office

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Another New Day in Cuba: The Obama Administration Further Loosens U.S. Sanctions

On March 16, 2016, the Obama Administration further loosened sanctions on Cuba in accordance with President Obama’s policy previously announced on December 17, 2014, and partially implemented thus far, to engage and empower the…more

Banking Sector, BIS, Cuba, Cuban Assets Control Regulations (CACR), EAR

See all updates »

Senate Finance Committee Explores Revisions to Stark Law

At a July 12, 2016 hearing entitled “Examining the Stark Law: Current Issues and Opportunities,” members of the U.S. Senate Finance Committee expressed openness to potentially significant amendments to the Stark Law aimed at…more

Congressional Investigations & Hearings, False Claims Act (FCA), Health Care Providers, Medicare, Physician Compensation Arrangements

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SEC Provides Further Guidance on Pay Ratio Disclosure

On September 21, 2017, the Securities and Exchange Commission issued additional guidance on the CEO pay ratio rule, which will require most public companies to report the pay ratio of their CEO to their median employee in their…more

C&DIs, Corporate Governance, Disclosure Requirements, Executive Compensation, Independent Contractors

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EEOC Updates Its National Origin Discrimination Guidance

On November 18, 2016, the Equal Employment Opportunity Commission (“EEOC”) issued Enforcement Guidance on National Origin Discrimination, replacing the 2002 Compliance Manual section on the same topic. The new guidance discusses…more

Corporate Counsel, EEOC, Enforcement Guidance, National Origin Discrimination

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Seventh Circuit Rules that Company’s Distributor Is Not its Competitor

The sale of a business virtually always involves a promise by the seller not to engage in competition with the purchaser, within certain time and geographic parameters. Frequently, such agreements contain robust prohibitions on…more

Acquisitions, Appeals, Breach of Contract, Contract Terms, Corporate Counsel

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Launched July 8, 2017: New USPTO Rules to Clear “Deadwood” in the Federal Trademark Registry

With the latest rule changes having taken effect July 8, 2017, the United States Patent and Trademark Office continues its efforts to clear deadwood from the federal trademark register. Earlier this year, we reported on the…more

New Regulations, Trademark Cancellation, Trademark Registration, Trademarks, USPTO

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Supreme Court Asked To Clarify Application of Rule 9(b) in FCA Cases

On September 21, 2015, counsel for AT&T, Inc., and other telecommunications providers asked the U.S. Supreme Court to resolve a circuit split over what relators asserting FCA claims must do to meet Federal Rule of Civil…more

AT&T, False Claims Act (FCA), Federal Pleading Requirements, FRCP 9(b), Lifeline Program

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OIG issues Advisory Opinion on a Retail Pharmacy’s Paid Membership Program Which Includes Federal Health Care Program Beneficiaries

On September 7, 2017, the OIG posted an advisory opinion regarding a retail pharmacy chain’s proposal to extend to federal health care program beneficiaries the option to participate in a paid membership program that includes…more

Advisory Opinions, Discounts, Incentive Awards, Medicaid, Medicare

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Dorsey Anti-Corruption Digest - April 2016

Welcome to Dorsey & Whitney’s monthly Anti-Corruption Digest. In this digest, we draw together news of enforcement activity throughout the world and aim to reduce your information overload. Our London, Minneapolis, New York…more

Alstom, Anti-Corruption, Avon, Brazil, Bribery

See all updates »

DMCA Agent Registration Reminder

If your company hosts any type of user generated content on a website, then you should appoint and record a Digital Millennium Copyright Act (“DMCA”) agent with the Copyright Office to take advantage of safe harbor provisions…more

Copyright, Copyright Office, Designated Agent, DMCA, Online Platforms

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USPTO Issues Second Round of Proposed Changes to the Rules of Practice Before the Patent Trial and Appeal Board

The America Invents Act (AIA) was enacted into law on September 16, 2011. A major provision of the AIA provided for a number of post grant proceedings to be heard by the rebranded Patent Trial and Appeal Board (PTAB)…more

America Invents Act, Covered Business Method Proceedings, Inter Partes Review (IPR) Proceeding, Patent Trial and Appeal Board, Patents

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U.S. v. Microsoft: Supreme Court to Review Scope of Search Warrant Compliance in a Digital Age

The US Supreme Court has granted certiorari to review a decision by the Second Circuit Court of Appeals, which reversed a District Court’s refusal to quash a warrant issued by the Department of Justice to Microsoft that would…more

Certiorari, Electronically Stored Information, Extraterritoriality Rules, Foreign Jurisdictions, Microsoft

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Hong Kong Securities Laws Violations: SFC’s Case Against Moody’s – Part 2

On March 31, 2016, the Securities and Futures Appeals Tribunal (“SFAT”) upheld the disciplinary action of the SFC against Moody’s. This landmark decision is the first of its kind, as a disciplinary action brought by the…more

Credit Rating Agencies, Due Diligence, Enforcement Actions, Fines, Hong Kong

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Extended BE-10 Filing Deadline Fast Approaching

U.S. Persons Owning Non-U.S. Businesses Should Request a Filing Extension Now and Submit Form BE-10 by August 31, 2015, In Order to Avoid Penalties. The Bureau of Economic Analysis (BEA), an agency of the U.S. Department of…more

BEA, Form BE-10

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Hong Kong Securities Laws Violations: The SFC’s Extra-Territorial Reach – Part 2 (U.S. short-seller found culpable of market misconduct)

Hong Kong’s Market Misconduct Tribunal (the "MMT") has found U.S.-based Andrew Edward Left culpable of market misconduct in connection with his research report (“Left’s report”), published on June 21, 2012 on a U.S.-based…more

Enforcement Actions, Hong Kong, Hong Kong Securities and Futures Commission (HKSFC), Misleading Statements, SEC

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It ain’t Over ’til it’s Over (and Even Then, it Might not Be Over): How long can the EEOC Continue Investigating – after Issuing a Right-to-Sue Letter?

EEOC charges are a fact of life for employers. Even with comprehensive equal employment policies, top-notch human resources personnel, and a great workplace culture, many employers will at some point encounter a charge of…more

Appeals, Discrimination, EEOC, Employer Liability Issues, Enforcement Actions

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Public–Private Partnerships Core Toll Concessions Contract Guide

On September 10, 2014, the Federal Highway Administration (“FHWA”) published its final Model Public – Private Partnerships Core Toll Concessions Contract Guide (“Guide”) presenting key concepts for the structuring and…more

Contracting Procedures, Federal Contractors, Federal Highway Administration, Highways, Infrastructure

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Private Investors Account for a Quarter of Global Real Estate Transactions

Private investors are becoming an ever more integral part of the commercial real estate market; it has been reported (here) that they now account for over a quarter of all global commercial real estate transactions. Further to…more

Asia, Asia Pacific, Commercial Real Estate Contracts, Commercial Real Estate Market, Equity Investors

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Keeping Up With The Kopyrights

Kendall and Kylie Jenner are beefing with the late Tupac Shakur. The Jenners are not singers or rappers (yet), but they do have a fashion line, the “Kendall + Kylie” brand. The famous sisters’ company used images of the late…more

Copyright, Copyright Infringement, Fashion Design, Logos, Photographs

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Following The Earnhardt’s Race To the Courtroom, USPTO Raises the Bar on Surnames

Last month we reported on the Federal Circuit decision in Earnhardt v. Earnhardt, vacating and remanding the TTAB’s dismissal of the opposition by Teresa Earnhardt (widow of Dale Earnhardt) to the “Earnhardt Collection”…more

Corporate Branding, Inherently Distinctive, Supplemental Register, Surnames, Trademark Registration

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#ThatPostCouldCauseALegalRoast (Are you using Instagram content illegally… without even knowing it?)

Love it or hate it, Instagram is coming to dominate the world of advertising. During Super Bowl 50, 38 million people reportedly made 155 million Super Bowl-related interactions on Instagram…more

Class Action, Consent, Copyright Infringement, Fair Use, Instagram

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TC Heartland: The End of an Era in Patent Litigation

On Monday, May 22, the Supreme Court reached a unanimous decision in TC Heartland LLC v. Kraft Foods Group Brands LLC, overruling the Federal Circuit’s interpretation of the patent venue statute, 28 U.S.C. § 1400(b), and…more

Domestic Corporations, First-to-File, Foreign Corporations, Forum Shopping, Non-Practicing Entities

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Energy & Process Corp. Settles Whistleblower Action Related to Construction of Nuclear Waste Treatment Facility

On Monday, April 24, the U.S. Department of Justice announced that Energy & Process Corp. agreed to pay $4.6 million to settle False Claims Act allegations concerning the construction of a large nuclear waste treatment facility…more

DOJ, Energy Sector, False Claims Act (FCA), Nuclear Power, Nuclear Regulatory Commission

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China Adopts Tough and Sweeping Cybersecurity Law

On November 7, 2016, the Standing Committee of China’s National People’s Congress promulgated the Cybersecurity Law of the People’s Republic of China, a law James Zimmerman, chairman of the American Chamber of Commerce in China…more

Chamber of Commerce, China, Cybersecurity, Innovation, New Regulations

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Federal Circuit Confirms The Use Of Broadest Reasonable Interpretation In Inter Partes Review

Since going into effect on September 16, 2012, inter partes review (IPR) has become a widely-used mechanism for challenging the validity of patents. One reason for the popularity of IPR could be that the U.S. Patent and…more

Broadest Reasonable Interpretation Standard, Claim Construction, Cuozzo Speed Technologies, Inter Partes Review (IPR) Proceeding, Patent Trial and Appeal Board

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DuPont Appeal May Clarify What Constitutes a Reverse False Claim “Obligation”

On January 20, a federal district court in Louisiana certified for appeal its 2014 ruling denying defendant DuPont’s motion for summary judgment, thereby permitting DuPont to seek appellate review of the district court’s ruling…more

Appeals, DuPont, False Claims Act (FCA), Reverse False Claims, Toxic Substances Control Act (TSCA)

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Build America Transportation Investment Center

On July 17, President Barack Obama announced the launch of the Build America Investment Initiative. The initiative includes a host of measures to increase infrastructure investment and economic growth, including the formation of…more

Barack Obama, Build America Investment Initiative, Department of Transportation (DOT), Economic Development, Federal Funding

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Trump Administration’s Position on Transgender Rights Not Likely To Impact Employers

President Trump’s administration rescinded the Obama administration’s directive that allowed transgender public school students to use the bathroom matching their gender identity and also declared that discrimination against…more

EEOC, Obama Administration, Sexual Orientation Discrimination, Title IX, Transgender

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VA Proposed Rule Would Expand Telemedicine and Override State Licensure Barriers

On October 2, the Veterans Administration (VA) proposed a new rule that would expand access to quality care and availability of mental health, specialty, and general clinical care for VA beneficiaries through the use of…more

Comment Period, Physicians, Proposed Rules, Telemedicine, Veterans Administration

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TTAB Appeal Fees – Winner Does Not Take All

We recently wrote about the decision in the federal district court for the Eastern District of Virginia, which overturned in part the Trademark Trial and Appeal Board’s decision that the mark “Booking.com” is not registrable…more

Attorney's Fees, Booking.com, Lanham Act, Trademark Trial and Appeal Board, USPTO

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Case Update: In Consumer Data Breach Case, Eleventh Circuit Indicates Concern over Scope of FTC’s Enforcement Actions

On June 21, 2017, the Eleventh Circuit Court of Appeals heard oral argument in LabMD, Inc. v. FTC, Case No. 16-16270, a case that is being carefully watched to see if it will clarify the limits of the Federal Trade Commission’s…more

Corporate Counsel, Cybersecurity, Data Breach, Enforcement Actions, FTC

See all updates »

Dorsey Anti-Corruption Digest - August 2017

The Department of Justice (DOJ) ended its probe of Net1 UEPS Technologies, according to SEC filings from the South African-based payment processing company. The company received a declination from the Securities and Exchange…more

Bribery, Compliance, Corruption, Criminal Convictions, Criminal Prosecution

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Wednesday Benefits Developments – Cadillac Tax, Fiduciary Rule, ACA Reporting & More

Interest rates going up? Easy call. But what about those benefits developments from Wednesday? There’s plenty to digest over the last few weeks in December. Here’s a sampling of what we found interesting…more

Affordable Care Act, Cadillac Tax, Davis-Bacon Act, Disability, ERISA

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“Hope I don’t get AIDS. Just kidding. I’m white!”: How to get yourself fired for a Facebook post

Social media has created a minefield of concerns for both employees and employers. The news is full of stories of employees documenting their questionable off-duty conduct on social media, or posting comments containing racist…more

Employer Liability Issues, Employment Policies, Facebook, Hate Speech, Hiring & Firing

See all updates »

Sample ADA Notice for Wellness Programs

The EEOC has published a sample notice intended to help employers comply with the notice requirement under the new Americans with Disabilities Act (ADA) final rule (published on May 17, 2016). The final rule requires employers…more

ADA, Biometric Information, EEOC, Employer Group Health Plans, Final Rules

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Are Your Private Placement Documents Up To Date?

Over the last few years, many Canadian junior resource companies and startup companies have cut back on their legal spend, not necessarily undertaking a legal review of each new private placement of securities, or limiting their…more

Canada, Foreign Private Issuers, Private Placements, Startups

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Trump Administration’s North Korea Travel Ban to Start September 1, Likely Prelude to Expanded North Korea Sanctions Effort

Citing both “serious risk to United States nationals of arrest and long-term detention” and the “imminent danger to the physical safety of United States nationals,” on August 2, the U.S. State Department issued a Geographical…more

China, Economic Sanctions, North Korea, Nuclear Weapons, OFAC

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Washington Meal Breaks

The Washington Supreme Court held that an employer is not strictly liable under Washington law for an employee who voluntarily waives his or her meal break. The court also held that, once an employee has asserted a prima face…more

Class Action, Class Certification, Employer Liability Issues, Rest and Meal Break, Strict Liability

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The Supreme Court - November 13, 2017

Today, the Supreme Court granted certiorari in the three cases: Minnesota Voters Alliance v. Mansky, No. 16-1435: Is Minnesota Statute Section 211B.11, which broadly bans all political apparel at the polling place, facially…more

Certiorari, Dress Codes, First Amendment, Fourteenth Amendment, Free Speech

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The Trump Administration announced two key appointments to Indian Affairs posts in the Department of the Interior this week

Tara Sweeney, an Iñupiaq citizen, has been nominated to serve as the Assistant Secretary for Indian Affairs in the Department of the Interior. Ms. Sweeney’s nomination is subject to confirmation by the Senate, which will likely…more

Bureau of Indian Affairs, Presidential Appointments, Trump Administration

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Cybersecurity: New Front for Attacks on Franchise Model

Much has been written on the growing risks of data breaches and other cyberattacks, especially after the massive security breach at Equifax in September 2017. Recent cases holding franchisors liable for franchisees’ data…more

Cybersecurity, Data Breach, Franchisee, Franchises, FTC

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Northern District of Illinois Dismisses Whistleblower’s FCA Suit for Failing to Connect Allegations of Misconduct with Submission of False Claims

In United States ex rel. Keen v. Teva Pharmaceuticals USA, Inc., relator Janice Keen sued her former employer—the pharmaceutical company Teva—for violations of the FCA. According to Ms. Keen, Teva trained its sales force to…more

Dismissals, False Advertising, False Claims Act (FCA), Pharmaceutical Industry, Pharmacies

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The End of the Line for the Dirty Dancing Case

We have previously blogged about claims brought by Lions Gate Entertainment against a TD Ameritrade ad campaign featuring the tagline “Nobody puts your old 401K in a corner.” This was an obvious and humorous allusion to the…more

Advertising, Dismissals, Lions Gate Entertainment, Settlement Agreements, Tagline

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The Earnhardts’ Race To the Courtroom: Who Will Get The Checkered Flag?

On July 27, 2017, the Federal Circuit decided Earnhardt v. Earnhardt, a trademark collision between two relatives of the famous race car driver, Dale Earnhardt. The case involved an appeal from a TTAB decision between Teresa…more

Generic Marks, Merely Descriptive, Popular, Remand, Surnames

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Persons with Significant Control: Important new regulations that are now in force

On 6 April 2016, amendments to the Companies Act 2006 (the “Act”) came into effect that require companies incorporated under the Act (including companies limited by guarantee) and limited liability partnerships to produce and…more

Amended Legislation, Limited Liability Partnerships, Notice Requirements, Person with Significant Control (PSC Register), Registration Requirement

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When a Regulation is Like “a ‘Mongrel’ – With No Offense to Dogs”

It’s not every day that a federal court describes a regulation as “a ‘mongrel’ – with no offense to dogs.” But last week, that’s how a federal court characterized a Federal Communications Commission (FCC) regulation on the…more

Auto-Dialed Calls, FCC, Robocalling, TCPA, Text Messages

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Master of Your Domain – ACPA Damages Sought by Greg LeMond

You might want to think twice before registering a domain name containing a competitor’s personal name or trademark. Three-time Tour de France winner Greg LeMond put his “pedal to the metal” recently, suing two Minnesota…more

Anti-cybersquatting Consumer Protection Act, Domain Names, Personal Brands, Popular, Trademark Litigation

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Brand Names as Stage Names – Tribute or Infringement?

While all the world might be a stage, the famous U.K. fashion house Burberry Limited has now established that none of its players – except Burberry – has the right in the U.S. to use the famous Burberry trademark as a stage…more

Burberry, Fashion Branding, Fashion Industry, Music Industry, Trademark Infringement

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CMS’s 2018 Medicare Physician Fee Schedule Proposed Rule Would Slash Non-Excepted Provider-Based Department Payments

The Centers for Medicare & Medicaid Services (CMS) released its 2018 Medicare Physician Fee Schedule proposed rule on July 13, 2017. The proposed rule, among other things, proposes to cut Medicare payments for services provided…more

CMS, Comment Period, Health Care Providers, Medicare, Outpatient Prospective Payment System (OPPS)

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Washington State’s Cooperative Law Overhauled Effective January 1, 2016

For the first time in years, Washington’s cooperative statutes have been given a facelift. Effective January 1, 2016 (except certain provisions affecting Limited Liability Companies (LLCs)), Washington state has created a set…more

Corporate Governance, Corporations Code, Foreign Entities, Limited Liability Company (LLC), Limited Liability Partnerships

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IRS Notice 2016-4 — ACA Reporting Extension for Forms 1094 & 1095

IRS Notice 2016-4 makes for some happy reading. (IRS Notice 2016-4) - Background. All Applicable Large Employers (those with 50 or more full time equivalent employees) must report on Form 1095 whether they offered…more

Affordable Care Act, COBRA, Form 1094, Form 1095, IRS

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VA Proposed Rule Would Expand Telemedicine and Override State Licensure Barriers

On October 2, the Veterans Administration (VA) proposed a new rule that would expand access to quality care and availability of mental health, specialty, and general clinical care for VA beneficiaries through the use of…more

Comment Period, Physicians, Proposed Rules, Telemedicine, Veterans Administration

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Supreme Court Bolsters Patent Exhaustion Doctrine, Patent Laws Cannot Be Used Against Resellers

The Supreme Court ruled yesterday that Lexmark’s decision to sell its patented printer ink cartridge exhausted all of its patent rights in that cartridge, regardless of any contractual restrictions Lexmark attempted to impose on…more

First Sale Doctrine, Foreign Sales, Impression Products v Lexmark International, Patent Exhaustion, Patent Infringement

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A Close to Open Internet Challenges?

In a major victory for the Federal Communications Commission (“FCC” or “Commission”) a three-judge panel of the United States Court of Appeals for the District of Columbia (“DC Circuit”) upheld the Commission’s 2015 Open…more

Broadband, Common Carriers, Communications Act of 1934, FCC, First Amendment

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Dorsey Anti-Corruption Digest - April 2016

Welcome to Dorsey & Whitney’s monthly Anti-Corruption Digest. In this digest, we draw together news of enforcement activity throughout the world and aim to reduce your information overload. Our London, Minneapolis, New York…more

Alstom, Anti-Corruption, Avon, Brazil, Bribery

See all updates »

Another Shoe Drops: More Changes to the U.S. Cuban Sanctions from the White House

On January 25, the Obama Administration made concurrent announcements about its evolving posture on the Cuban sanctions. On that date, the Office of Foreign Assets Control (OFAC) released more changes to the Cuban Assets…more

Cuba, Cuban Assets Control Regulations (CACR), EAR, Embargo, Exports

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EU Securities – Proposed Settlement System to Facilitate London Listings of US Companies

Historically, due to certain restrictions under US securities laws, equity securities of US companies and other companies that do not qualify as “foreign private issuers” under US securities laws (collectively, “US-Based…more

Electronic Trading, EU, Foreign Private Issuers, London Stock Exchange, Regulation S

See all updates »

Dorsey Anti-Corruption Digest - November 2017

Massachusetts-based Alere Inc. will pay $13 million to settle charges alleging that the company bribed foreign officials and engaged in an accounting fraud, according to a Securities and Exchange Commission (SEC) Cease and…more

Airbus, Belgium, Bribery, Corruption, Declination

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Update on China’s New Restrictions on Internet Content

Apple’s iTunes and Disney’s DisneyLife websites have reportedly become early targets of China’s internet regulators who are beginning to enforce new rules restricting the publication of online content. The new rules, the Online…more

Apple, China, Corporate Counsel, Disney, Foreign Corporations

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SEC Issues Guidance on Investment Adviser Advertising Rule

On September 14, 2017, the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) issued a new Risk Alert outlining the most frequent compliance issues relating to Rule 206(4)-1 (the “Advertising Rule”) under the…more

Advertising, Investment Adviser, OCIE, Risk Alert, SEC

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New Immigration Rule to Welcome Start-Up Foreign Entrepreneurs

Following up on President Obama’s proposal to acknowledge the global marketplace of ideas and leverage current immigration law to encourage entrepreneurship and economic growth, the U.S. Citizenship and Immigration Service…more

Entrepreneurs, Foreign Nationals, Global Marketplace, Proposed Regulation, USCIS

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EU-US Data Transfer Privacy Shield: Political Agreement Achieved Regarding “Safe Harbor 2.0”

Significant uncertainty and concern regarding US companies’ ability to process and use personal data received from the EU has loomed since the October 2015 decision by Europe’s highest court invalidating the EU-US Safe Harbor. …more

Article 29 Working Party (WP29), Binding Corporate Rules, Data Protection Authority, EU, EU-US Privacy Shield

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Whoomp! There It Is: A Copyright Judgment Creditor’s Final Recovery

24 years after Tag Team’s hit song “Whoomp! (There It Is)” topped the charts, a long and ugly dispute regarding ownership rights to the song and related copyright infringement damages has been settled in bankruptcy court. The…more

Commercial Bankruptcy, Copyright, Copyright Infringement, Judgment Debtors, Liquidation

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Utah Unemployment Law Update - Part 2

In this Issue: - Mobile Phone / Driving Laws - Unemployment Benefits - Facts - Procedural History - The Law - Court of Appeals Decision - Takeaway - Wrongful Termination - Religious…more

Appeals, Distracted Driving, Employer Liability Issues, Hiring & Firing, Mobile Devices

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The TTAB Issued a TKO to a Licensee’s Claim of Priority

When two boxing companies sparred before the TTAB, the gloves came off—and that wasn’t only because the dispute concerned a trademark registration for boxing gloves. In Moreno v. Pro Boxing Supplies, Inc., the petitioner, Julie…more

IP License, Likelihood of Confusion, Standing, Trademark Cancellation, Trademark Infringement

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Student Loan Creditor Off the Hook for Third Party Collectors’ TCPA Violations, But is Not Exempt for Collecting Government Backed Debts

A District Court in the Southern District of California recently cut loose a student loan creditor entangled in a Telephone Consumer Protection Act (TCPA) lawsuit, finding the defendant was not vicariously liable for the alleged…more

Corporate Counsel, Debt Collection, Government-Guaranteed Loans, Navient, Student Loans

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Can You Be Fired for Flipping off the President? Yes...Well...Maybe Not

There is a widespread myth in this country that the First Amendment protects free speech in the workplace. Employees who loudly state controversial opinions often think the First Amendment protects them from being fired as a…more

Discrimination, Employment Policies, First Amendment, Free Speech, NLRA

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Sample ADA Notice for Wellness Programs

The EEOC has published a sample notice intended to help employers comply with the notice requirement under the new Americans with Disabilities Act (ADA) final rule (published on May 17, 2016). The final rule requires employers…more

ADA, Biometric Information, EEOC, Employer Group Health Plans, Final Rules

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This Week In Securities Litigation

The Commission published a report on the new focus of the Enforcement Division, listing key priorities as cases involving retail customers and cyber issues. Groups have been established within the Division to focus on each of…more

Cybersecurity, FCPA, Initial Coin Offering (ICOs), Insider Trading, Misappropriation

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Supreme Court Will Decide Whether to Relax the Standard for Award of Enhanced Patent Damages

The U.S. Supreme Court announced last week that it will decide two cases concerning the issue of when district courts may award enhanced damages to patentees upon a finding of infringement. Stryker Corp. v. Zimmer, U.S., No…more

Attorney's Fees, Bad Faith, Brooks Furniture, Enhanced Penalties, Evidence

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Amended German Investment Controls: Increased Scrutiny and Delays for German Target M&A Deals with Non-EU Buyers

In line with an apparent trend towards tighter trade and investment controls in various countries, the German government last week adopted stricter rules on investments in German companies by non-EU parties (an EFTA-based party…more

Auction, EU, Germany, Investment, New Regulations

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DOJ, SEC Change “Cooperation Credit” Process, Add Resources to Fight Corruption

During recent speeches Deputy Attorney General Sally Yates and SEC Enforcement Division head Andrew Ceresney announced changes to the processes the DOJ and the SEC will use to decide if a company will receive “cooperation…more

Compliance, Cooperation Initiative, DOJ, FCPA, SEC

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The Federal Circuit Grapples With a Messy Breakup and Trademark Ownership

Last week, the U.S. Court of Appeals for the Federal Circuit provided important guidance on the standard applicable to resolving disputes over the rightful ownership of a trademark where the mark has been used by a group of…more

Appeals, Business Disputes, Trademark Trial and Appeal Board, Trademarks

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Quirky Question #223, Meal Periods Outside California

We have offices in 13 states, a headquarters in Iowa and a manufacturing facility in Alaska. Several employees have used our “open suggestion box” to request that we allow them to work through lunch so they can go home earlier…more

On-Duty Meal Period Waivers, Rest and Meal Break, Wage and Hour

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The FCC’s 2016 BBA Implementing Ruling Digested (Volume 3): “Making a Call” and “Initiating a Call” Are the Same Thing – Except that They Aren’t

Here’s something a lot of folks—even so-called TCPA “experts—tend to overlook. Most people realize that the TCPA contains two separate provisions with respect to the use of regulated technology to place calls to phone…more

Bipartisan Budget Act, FCC, Robocalling, TCPA

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Annual Report Reminders for Foreign Private Issuers

There are a couple of recent developments that we would like to remind issuers to keep in mind for their upcoming annual reports. Foreign private issuers who prepare their financial statements in accordance with the…more

Annual Reports, Corporate Governance, EDGAR, Foreign Private Issuers, IFRS

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Proposed Federal Breach Notification Law: Panacea Or Flash in the Pan?

The Obama Administration has just released the proposed text of the Personal Data Notification & Protection Act as the latest step in its uniform federal breach notification initiative. Similar legislative efforts in the past…more

Barack Obama, Breach Notification Rule, Corporate Counsel, Personally Identifiable Information, Proposed Legislation

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Ninth Circuit holds that Fannie Mae and Freddie Mac are not officers, employees, or agents of the United States under 31 U.S.C. § 3729(b)(2)(A)(i) of the False Claims Act

On February 22, the Ninth Circuit affirmed the dismissal of an FCA claim brought by relators alleging that various lenders and loan servicers made false certifications to Fannie Mae and Freddie Mac, concluding that claims…more

Dismissals, False Claims Act (FCA), Fannie Mae, FHFA, Freddie Mac

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Deadline Approaching for Disclosure of Continuing Disclosure Violations

The Securities and Exchange Commission (the SEC) recently launched its Municipalities Continuing Disclosure Cooperation Initiative (the MCDC Initiative). Obligated persons (including issuers and conduit borrowers) and…more

Bonds, Disclosure Requirements, MCDC, Municipal Bonds, SEC

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Plaintiff in Gridiron Battle Over Place of Expert Testimony in Software Copyright Claim Requests Supreme Court to Be Referee

The software engineer who first coded the popular “John Madden Football” (now Madden NFL) computer video game has asked the U.S. Supreme Court to allow expert witness testimony to support his software copyright claim, over 25…more

Apple, Copyright, Derivative Works, Expert Testimony, Nintendo

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State Scrutiny of Payments to Providers Growing in Response to Opioid Crisis

Several states have proposed and enacted new laws to address the opioid crisis, including laws that focus on reducing financial incentives that drug manufacturers can give to providers. Most recently, New Jersey Governor Chris…more

Governor Christie, Health Care Providers, Local Ordinance, Opioid, Pharmaceutical Industry

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Improvements to technology used in your business are eligible for patenting?—?it’s not your business.

If you have talked about patenting inventions lately, you might have been told that software per se is not eligible for patenting and that you should protect your business’s intellectual property (IP) using copyrights, trade…more

Bascom Global v AT&T Mobility, CLS Bank v Alice Corp, DDR Holdings v Hotels.com, Enfish v Microsoft, McRo v Bandai Namco

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Preparing for the 2015 Proxy Season

Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with…more

Bylaws, Corporate Governance, Equity Compensation, Executive Compensation, Glass Lewis

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Deadline Approaching for Disclosure of Continuing Disclosure Violations

The Securities and Exchange Commission (the SEC) recently launched its Municipalities Continuing Disclosure Cooperation Initiative (the MCDC Initiative). Obligated persons (including issuers and conduit borrowers) and…more

Bonds, Disclosure Requirements, MCDC, Municipal Bonds, SEC

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Alice’s Patent Invalidated as “Abstract,” But Court Declines to Articulate Standard Applicable across Industries

In deciding Alice Corp. v. CLS Bank International, the Supreme Court Thursday invalidated Alice’s patent to software for intermediated settlement of transactions – finding the patent claimed nothing more than a general computer…more

Alice Corporation, CLS Bank, CLS Bank v Alice Corp, Mayo v. Prometheus, Patent Litigation

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Minnesota Amends Trust Instruction Procedure Statute

The 2015 Minnesota Legislature adopted, and Governor Dayton signed into law, a revised Minnesota Trust Code, which will go into effect on January 1, 2016. The Minnesota Trust Code, Chapter 501C, is the first major revision of…more

Amended Legislation, Governor Dayton, Personal Jurisdiction, Securitization, Uniform Trust Code

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The Impact of Rejection on Trademark Licensees’ Rights in Bankruptcy: the Latest Decision on an Issue that Has Courts Divided

A decision by the Bankruptcy Court for the District of New Hampshire is the latest of a handful of cases in the past few years to weigh in on a circuit split as to whether a licensor of trademark rights can fully terminate a…more

Appeals, Bankruptcy Code, Commercial Bankruptcy, IP License, Trademarks

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Aereo’s Antenna Arrays and Streaming of Broadcast Programming to Individual Subscribers Found Infringing

In a significant victory for the broadcast industry, the Supreme Court has held in a 6-3 decision that Aereo’s TV streaming service is a public performance within the meaning of the Copyright Act. Aereo operates massive antenna…more

ABC, ABC v Aereo, Aereo, Broadcasting, Cable Television Providers

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First Department Opens the Door a Bit Wider to “Disclosure-Only” Settlement Agreements in Class Action Cases

On February 2, 2017, the New York Supreme Court, Appellate Division, First Department, approved a “disclosure-only” settlement agreement in Gordon v. Verizon Communications, Inc., 2017 N.Y. App. Div. LEXIS 740 (1st Dep’t Feb. 2,…more

Disclosure-Based Settlements, Failure To Disclose, Fairness Standard, Fiduciary Duty, Shareholder Litigation

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Trump Administration Suspends Rule to Require Employers to Report Payroll Data to Government

The Trump Administration has suspended 2016 regulations that would have required larger employers and federal contractors to report payroll data to the federal government along with the demographic data that they now must…more

EEO-1, EEOC, Federal Contractors, Gender-Based Pay Discrimination, OMB

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Second Circuit Rules Unintended UCC Termination Statement Was Authorized

When terminating a financing statement, it is necessary to be certain that other financing statements are not unintentionally released, according to an opinion last week of the Second Circuit Court of Appeals. The effect of not…more

Commercial Bankruptcy, General Motors, Lenders, Perfected Security Interest, Secured Debt

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CEO Pay Ratio Rule Will Not Be Delayed

At last Friday’s ABA annual meeting, Bill Hinman (with the standard disclaimer that he is speaking for himself and not on behalf of the SEC) confirmed that the SEC will not be delaying implementation of the CEO pay ratio rule,…more

Disclosure Requirements, Pay Ratio, Proxy Statements, Publicly-Traded Companies, SEC

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Public Use of “Googling” Does Not Genericize Trademark

When faced with a random (but very important) question, how often is our response: “I’ll google it”? Using google as a verb, similar to the above question, was at the center of a recent decision by the U.S. Court of Appeals for…more

Domain Names, Generic Marks, Google, Public Use, Trademark Cancellation

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Loans to U.S. Subsidiaries Should Be Carefully Structured and Documented to Obtain U.S. Tax Benefits

Canadian companies should carefully structure and document loans and advances to their U.S. subsidiaries. If loans to U.S. subsidiaries are not properly structured and documented, such loans may be recharacterized as equity…more

Canada, Contract Terms, Corporate Taxes, Debt-Equity, Foreign Subsidiaries

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The Supreme Court Narrowly Defines an ERISA Plan’s Right to Subrogation in Montanile v. Board of Trustees of Nat. Elevator Industry Health

Most ERISA group health plans have subrogation terms – that is, terms allowing the plan to recover benefits paid to injured participants who later recover a tort settlement for their injuries. These subrogation claims are…more

Benefit Plan Reimbursements, Equitable Relief, Equitable Subrogation, ERISA, Health and Welfare Plans

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SEC Proposes Rules to Implement FAST Act Mandate to Modernize and Simplify Disclosure

On October 11, the Securities and Exchange Commission proposed amendments to a wide range of its disclosure rules and forms with the goals of updating, streamlining and otherwise improving the SEC’s disclosure requirements…more

Corporate Governance, Disclosure Requirements, EDGAR, Fixing America’s Surface Transportation Act (FAST Act), MD&A Statements

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#TidalTuesday #UseInCommerce #RegistrationFail

A recent decision by the Trademark Trial and Appeal Board in Tidal Music AS v. The Rose Digital Entertainment LLC (Opp. No. 91232127) confirms the importance of ensuring proper use of a service mark before filing an allegation…more

Advertising, Service Marks, Trademark Act, Trademark Registration, Trademark Trial and Appeal Board

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China Adopts Tough and Sweeping Cybersecurity Law

On November 7, 2016, the Standing Committee of China’s National People’s Congress promulgated the Cybersecurity Law of the People’s Republic of China, a law James Zimmerman, chairman of the American Chamber of Commerce in China…more

Chamber of Commerce, China, Cybersecurity, Innovation, New Regulations

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Avoiding the Storm After the Storm - 10 Things the Construction Industry Should Do Right Now to Move Projects Forward After Harvey and Irma | News & Resources

Hurricanes Harvey and Irma once again have forced the construction industry to focus on best practices for responding to force majeure events. Now is the time to put into action an effective recovery plan with the aim of…more

Construction Contracts, Construction Industry, Contractors, Force Majeure Clause, Hurricane Harvey

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TUPE – What Will The 2014 Changes Bring?

Following a 2-year consultation process, legislation comes into force on 31 January 2014 to amend ‘TUPE’, the Transfer of Undertakings (Protection of Employment) Regulations 2006. The 2006 TUPE regulations provide for the…more

Employee Rights, TUPE, UK

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Washington Meal Breaks

The Washington Supreme Court held that an employer is not strictly liable under Washington law for an employee who voluntarily waives his or her meal break. The court also held that, once an employee has asserted a prima face…more

Class Action, Class Certification, Employer Liability Issues, Rest and Meal Break, Strict Liability

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The Supreme Court Rolled Back Patent Venue — What Will Happen Now for Copyright?

The Supreme Court recently sounded the death knell for patent litigation in the Eastern District of Texas, overruling the Federal Circuit’s interpretation of 28 U.S.C. § 1400(b) and dramatically reducing forum shopping in patent…more

Copyright, Copyright Litigation, Forum Shopping, Patent Infringement, Patent Litigation

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Bankruptcy Court Opinion Clarifies California Law on Duties of Directors & Officers Upon Insolvency

It is not unusual in the lifecycle of a start-up for the company to hit road blocks and have cash flow issues. During these times, the board and its members will ask the company’s professionals what their fiduciary duties are…more

Bankruptcy Court, Board of Directors, Business Judgment Rule, Commercial Bankruptcy, Corporate Counsel

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Bankruptcy Court Opinion Clarifies California Law on Duties of Directors & Officers Upon Insolvency

It is not unusual in the lifecycle of a start-up for the company to hit road blocks and have cash flow issues. During these times, the board and its members will ask the company’s professionals what their fiduciary duties are…more

Bankruptcy Court, Board of Directors, Business Judgment Rule, Commercial Bankruptcy, Corporate Counsel

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Board Refreshment: Investors Respond to Trends in Mandatory Retirement Age and Tenure with More Stringent Voting Policies

As many institutional investors have concluded, prevailing governance policies and practices have not produced desired board refreshment, which these investors would support in order to strengthen expertise, promote diversity…more

Board of Directors, CalPERS, Corporate Governance, Directors, Glass Lewis

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Oracle vs. Google: More Than Just Coffee

Java – what does it mean to you? If you are like me, it’s your favorite morning beverage. It’s also an island in Indonesia that you hope to visit someday on a dive trip. If you are the owner of an Android smartphone, Java may…more

Affirmative Defenses, APIs, Copyright Infringement, Fair Use, Google

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The Long and Winding Road of the Clean Power Plan Litigation

The Clean Power Plan (CPP) is without a doubt one of the most complex and controversial regulatory undertakings in the EPA’s history, so much so that it was challenged in court – twice – before it was even published in the…more

Clean Power Plan, EPA, Greenhouse Gas Emissions, Justice Scalia, Michigan v. EPA

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Revised Uniform Fiduciary Access to Digital Accounts Act Adopted by Four States

With the shift from traditional hard copy paper documents tow