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

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Areas Of Practice
  • Agriculture
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Business Organizations
  • Class Action
  • Commercial Law & Contracts
  • Communications & Media Law
  • Construction Law
  • Criminal Law
  • Debtor/Creditor
  • 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
See more
Locations
Other U.S. Locations
  • Alaska
  • Arizona
  • California
  • Colorado
  • D.C.
  • Delaware
  • Iowa
  • Minnesota
  • Montana
  • New York
  • Texas
  • Utah
  • Washington
Other Countries
  • Canada
  • China
  • Hong Kong
  • United Kingdom
Number of Attorneys
400+ Attorneys

Federal Reserve Announces $750 Billion in Credit Facilities for Corporate Debt Market

On April 9, the Federal Reserve Board announced updated terms for two facilities to support corporate debt markets. The Primary Market Corporate Credit Facility (“PMCCF”) will serve as a funding backstop for corporate debt…more

Coronavirus/COVID-19, Credit Facilities, Debt Financing, Distressed Debt, Emergency Response

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Option III - Structured Bankruptcy Dismissals are Alive and Well Even After Jevic

Justice Breyer of the Supreme Court previously recognized that a chapter 11 bankruptcy case can generally lead to the following results: ..reorganization through a confirmed chapter 11 plan, where a deal with creditors can…more

Bankruptcy Code, Chapter 11, Chapter 7, Chapter 7 Conversions, Commercial Bankruptcy

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Can I please go to work yet?

Working from home. When it started back in March, it was a novel experience. Dry cleaning bills went to zero, we could reallocate commuting time to catching up on Netflix, and we knew we’d be home for family dinner…more

Coronavirus/COVID-19, Employer Responsibilities, Health and Safety, Remote Working, Shelter-In-Place

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Seventh Circuit Says Summary Judgment Stands: Evidence Does Not Support FCA Retaliation

Yesterday, the Seventh Circuit Court of Appeals affirmed a summary judgment decision dismissing a former employee’s False Claims Act (“FCA”) retaliation suit. Lam v. Springs Window Fashions, LLC, No. 21-2665, 2022 U.S. App…more

Employment Litigation, False Claims Act (FCA), Federal Contractors, Harassment, Performance Improvement Plans

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Employers Beware: Recent Developments in Employee No-Poaching Agreements

No poaching agreements among employers continue to make antitrust news, and employers and their HR professionals need to take note. Whether or not a particular agreement has a valid purpose (such as protecting an employer’s…more

Antitrust Violations, Department of Justice (DOJ), Employer Liability Issues, Franchise Agreements, Franchises

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SEC Proposes New Amendments to Rule 10b5-1 Trading Plans and Disclosures

On December 15, 2021, the SEC proposed amendments to Rule 10b5-1, a rule that provides a safe-harbor from liability from the “insider trading” prohibitions under Section 10(b) of the Securities Exchange Act and Rule…more

10b5-1 Plans, Comment Period, Disclosure Requirements, Insider Trading, Material Nonpublic Information

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DOJ Announces First Settlement Under New Civil Cyber-Fraud Initiative

In October 2021, the Department of Justice (“DOJ”) announced its new Civil Cyber-Fraud Initiative, led by the Civil Division’s Fraud Section, to enhance its ongoing efforts to address cybersecurity threats. The initiative…more

Cybersecurity, Department of Justice (DOJ), Electronic Medical Records, Enforcement Actions, False Claims Act (FCA)

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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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DOL and IRS Relief on Deadlines

The DOL and IRS have issued relief for employers, participants, and beneficiaries regarding a number of deadlines with respect to employee benefit plans. This update reviews three recent pieces of guidance that provide relief…more

Benefit Plan Sponsors, COBRA, Department of Labor (DOL), Employee Benefits, IRS

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White House Announces New Immigration Restrictions for H, J, and L Visas

On Monday, June 22, 2020, the White House issued a long-expected executive order outlining new U.S. immigration restrictions. The order extends and expands upon the earlier restrictions put in place by President Trump in April…more

Executive Orders, Foreign Nationals, H-1B, H-2B, H-4 Spouses

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Enforcement Standards Tighten on Private Insurers: Sutter Health Settles for $90 Million Following Dispute With DOJ

On August 30, 2021, the Department of Justice (“DOJ”) announced that Sutter Health and several of its affiliated entities (“Sutter”) agreed to pay a total of $90 million to settle allegations that Sutter violated the False…more

Affiliates, Corporate Integrity Agreement, Criminal Prosecution, Department of Justice (DOJ), Enforcement Actions

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Increase in HSR Reportability Thresholds and Other HSR Developments

In January 2022, the Federal Trade Commission (FTC) made two important announcements for M&A practitioners. First, on January 24, the FTC announced the annual adjustment of the thresholds that trigger premerger reporting…more

Acquisitions, Antitrust Division, Civil Monetary Penalty, Department of Justice (DOJ), Filing Fees

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FINRA Provides Informal Guidance for Canadian Issuers

The Financial Industry Regulatory, Inc. (“FINRA”) has recently provided our firm with informal guidance that, in accordance with the principles of the multijurisdictional disclosure system (“MJDS”), a Canadian issuer that is…more

Canada, Corporate Governance, Disclosure Requirements, Exemptions, FINRA

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Paper Source Bankruptcy Offers Lessons for Vendors Playing Their Cards

On March 2, 2021, stationery and gift retailer Paper Source filed for chapter 11 bankruptcy, stating in court filings that effects of the COVID-19 pandemic damaged its finances and operations. Paper Source stated that in…more

Administrative Expenses, Bankruptcy Code, Bankruptcy Plans, Chapter 11, Commercial Bankruptcy

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“Shotgun Pleadings” Ineffective for FCA Claims

On April 21, 2022, the Northern District of Georgia granted a motion to dismiss a False Claims Act (“FCA”) suit brought against ERMI LLC (“ERMI”), a medical device manufacturer, describing the complaint as a “shotgun pleading.”…more

Amended Complaints, Anti-Kickback Statute, Compliance, False Claims Act (FCA), Medical Devices

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FDA Conducts First Public Hearings Regarding CBD

On Friday, May 31, 2019, the Food and Drug Administration (“FDA”) conducted its first public hearing to create a regulatory framework for the legal marketing and sale of cannabidiol (“CBD”) products. The FDA asked the industry…more

Cannabidiol (CBD) oil, Comment Period, Controlled Substances Act, Farm Bill, FDA

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Mexico Signs the ICSID Convention that Protects Foreign Investors

On January 11, 2018, the International Centre for Settlement of Investment Disputes (ICSID) of the World Bank in Washington D.C. announced that the United Mexican States' Secretary of the Economy, Ildefonso Guajardo Villarreal,…more

Arbitration, Foreign Investment, ICSID, Mexico, Trade Agreements

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WOTUS Operandi: The Clean Water Act’s Bifurcated Regulatory Regime and Why it Matters

Two sets of states interpret and implement the Clean Water Act (“CWA”), the nation’s premier water pollution statute, in significantly different ways. The CWA applies to the nation’s “navigable waters,” which is further defined…more

Clean Water Act, Clean Water Rule, Navigable Waters, Obama Administration, Proposed Amendments

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Tax Law Changes Compel Amendments to Investment Fund Agreements

Significant changes in federal income tax laws may require existing private investment fund agreements to be amended prior to the end of the 2018 calendar year. Investment managers should consult with their fund counsel to…more

Fund Managers, Internal Revenue Code (IRC), Investment Funds, IRS, Partnership Agreements

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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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MAE is MIA No Longer: Delaware Court Upholds Use of “Material Adverse Event” Clause for the First Time

In Akorn, Inc. v. Fresenius Kabi AG, the Delaware Chancery Court held that Fresenius, a German pharmaceutical company, was justified in invoking a “material adverse event” (MAE) clause to terminate its $4.8 billion merger…more

Acquisitions, Contract Negotiations, Contract Termination, Contract Terms, FDA

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Ninth Circuit Asks Montana Supreme Court for Guidance: Is an Employer Defending Itself in a Wrongful Discharge Lawsuit Limited to the Reasons for Termination Given in a Discharge Letter?

Many Montana employees can claim the protection of Montana’s unique Wrongful Discharge from Employment Act, which generally bars an employer for terminating an employee without “good cause” after the employee has completed a…more

Appeals, Discharge Letters, Employer Liability Issues, Employment Litigation, Hiring & Firing

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Mergers Involving Delaware LLCs Don’t Trigger Appraisal Rights - Except When They Do

When parties consider an M&A transaction involving a merger, a factor that is top of mind for counsel is complying with the statutory appraisal procedures afforded to holders of equity in the merging entity who do not consent to…more

Appraisal, Appraisal Rights, Corporations Code, Dissenters Rights, General Corporation Law

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Monsanto's Roundup Case: What's at Stake from a Legal and Policy Perspective

The $289 million judgment from a California jury against Monsanto earlier this week relating to its Roundup product is significant both from a legal and a policy standpoint. From a legal perspective, the simple fact that…more

Agricultural Sector, Cancer, EPA, EU, Jury Awards

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Farm Bill Opens the Door to Federal Aid to Market Agricultural Exports to Cuba

As part of the Agriculture Improvement Act of 2018 (2018 Farm Bill) signed into law by President Trump today, Congress authorized the U.S. Department of Agriculture (USDA) to use federal funds to assist in the marketing of…more

Agricultural Sector, Commodities, Cuba, Farm Bill, Federal Funding

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What is a Form I-9 and how do I complete it, especially for remote employees?

As most human resources professionals know, the Immigration Reform and Control Act requires all employers to verify the identity and employment authorization of each person working in the United States who was hired after Nov…more

Form I-9, Immigration Procedures, USCIS

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REIT Alert: SEC Updates Financial Disclosures about Acquisitions and Dispositions of Businesses, Including Real Estate Operations

Earlier this year, the Securities and Exchange Commission updated its requirements to provide financial information about acquisitions and dispositions of businesses and real estate operations, the first time that these…more

Acquisitions, Disclosure Requirements, Financial Reporting, Form 8-K, Real Estate Investments

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SEC Takes Targeted Action to Assist Funds and Advisers, Permits Virtual Board Meetings and Provides Conditional Relief from Certain Filing Procedures

On March 13, 2020, the Securities and Exchange Commission (SEC), indicating that it is closely monitoring the impact of coronavirus on investors, funds and advisers, announced regulatory relief for funds and investment advisers…more

Annual Meeting, Coronavirus/COVID-19, Corporate Governance, Disclosure Requirements, Filing Deadlines

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Truth or Fiction...or Copyright Infringement?

Author Denise Shull lost her challenge to the Showtime television show Billions, which she claims copied the character bearing her name in Shull’s book Market Mind Games: A Radical Psychology of Investing, Trading and Risk…more

Copyright, Copyright Infringement, Copyright Litigation, Dismissal With Prejudice, Failure To State A Claim

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SEC Charges School District, the District’s Former Chief Financial Officer and the District’s Auditor with Violations of Federal Securities Laws in a 2018 Bond Offering

On March 16, 2022, the Securities and Exchange Commission (“SEC”) entered an order against a school district (Crosby Independent School District (the “District”), located in a suburb of Houston, Texas) and against the District’s…more

Audited Financial Statements, Auditors, CFOs, Enforcement Actions, Misleading Statements

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The Supreme Court - June 30, 2022

West Virginia v. EPA, No. 20-1530 (and consolidated cases): This case concerns the scope of the Environmental Protection Agency’s (EPA) authority to impose carbon dioxide emission standards under Section 111(d) of the Clean Air…more

Clean Air Act, Clean Power Plan, Climate Change, Department of Homeland Security (DHS), EPA

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Reading the Riot Act to the Powerful: Strategic Lawsuits Against Public Participation

The UK Government has announced its readiness to introduce legislative reform aimed at countering the recent surge in a perceived form of tactical libel action, known in the press as “Strategic Lawsuits Against Public…more

Defamation, Journalists, Libel, Proposed Legislation, Scientific Research

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New York City’s Wage Transparency Law Requires Salary Ranges to be included in Job Advertisements

New York City takes another step toward pay equity and transparency by joining a growing number of states throughout the country that have enacted pay transparency laws. New York City employers and their agents will soon be…more

Disclosure Requirements, Hiring & Firing, Job Applicants, Local Ordinance, Minimum Salary

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Coronavirus Lawsuits More Than Double In 2021; Those Against Healthcare Providers Steadily Increase

Despite widespread vaccine availability and the corresponding optimism about returning to “normal,” the coronavirus pandemic continues to spawn hundreds of employment and health-related lawsuits. Many of these lawsuits have been…more

CDC, Coronavirus/COVID-19, Employment Litigation, Families First Coronavirus Response Act (FFCRA), Health Care Providers

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Guide to Joining the OTCQX or the OTCQB Markets for Canadian and Other Foreign Issuers

The United States capital markets are among the world’s largest and most stable markets to access capital and liquidity for securityholders. In the past, many Canadian companies have elected not to access the United States…more

Canada, Capital Markets, Corporate Issuers, Cross-Border Transactions, Foreign Issuers

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The Supreme Court - June 17, 2021

California v. Texas, Nos. 19-840, 19-1019:  The Affordable Care Act’s individual mandate, as it is commonly known, requires individuals to maintain a minimum level of health insurance coverage. As originally passed, the Act…more

Affordable Care Act, Alien Tort Statute, Article III, California v Texas, Cargill Inc. v Doe I

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Coronavirus Lawsuits More Than Double In 2021; Those Against Healthcare Providers Steadily Increase

Despite widespread vaccine availability and the corresponding optimism about returning to “normal,” the coronavirus pandemic continues to spawn hundreds of employment and health-related lawsuits. Many of these lawsuits have been…more

CDC, Coronavirus/COVID-19, Employment Litigation, Families First Coronavirus Response Act (FFCRA), Health Care Providers

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U.S. District Court for Montana Enjoins Key Army Corps of Engineers' General Permit for Energy Infrastructure Projects

On April 15, 2020, Judge Morris of the United States District Court for the District of Montana issued a ruling invalidating Nationwide Permit 12 (“NWP 12”), a permit issued by the Army Corps of Engineers (“Corps”) covering…more

Clean Water Act, Critical Habitat, Endangered Species Act (ESA), Energy Projects, General Permit

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Ten Tips for Safeguarding Against Contract Performance Risks Related to COVID-19

As COVID-19 (Coronavirus) continues to exact a significant toll on economies and supply chains globally, how can your business protect its contracts and mitigate risks? Here are the top 10 things your business can do immediately…more

China, Contract Terms, Emergency Management Plans, Force Majeure Clause, Performance Standards

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Supreme Court in Van Buren Narrows Scope of the Computer Fraud and Abuse Act

On June 3, 2021, the U.S. Supreme Court resolved a long-standing question about how the Computer Fraud and Abuse Act (“CFAA”) applies to employees who access their employers’ computer systems for their personal benefit…more

Computer Fraud and Abuse Act (CFAA), Criminal Convictions, Databases, Police, SCOTUS

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Crypto Assets: From Off The Grid To A Seat At The Table

The Beginning - Crypto assets were initially “off the grid,” and many early proponents celebrated the promise of their regulatory independence. While conventional assets were governed by a virtual alphabet soup of federal…more

Biden Administration, BSA/AML, Cryptoassets, Cryptocurrency, Digital Assets

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TTAB Rules That Reckless Disregard Satisfies the Intent to Deceive Standard for Fraud

Twelve years after the Federal Circuit’s landmark In re Bose decision on fraud, the U.S. Trademark Trial and Appeal Board (“TTAB”) has answered one of the questions not reached by Bose: whether reckless disregard of the truth or…more

Fraud, Incontestability Clauses, Likelihood of Confusion, Material Misrepresentation, Objective Falsity

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The Supreme Court - June 30, 2022

West Virginia v. EPA, No. 20-1530 (and consolidated cases): This case concerns the scope of the Environmental Protection Agency’s (EPA) authority to impose carbon dioxide emission standards under Section 111(d) of the Clean Air…more

Clean Air Act, Clean Power Plan, Climate Change, Department of Homeland Security (DHS), EPA

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Alternatives For Managing Distress In The Oil Patch

According to the U.S. Energy Information Administration (EIA), the United States (U.S.) regular gasoline retail price as of the Monday before Labor Day fell to $2.22 per gallon this year, the lowest level for this time of year…more

Commercial Bankruptcy, Contract Terms, Downstream Agreements, Energy Information Association (EIA), Energy Sector

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2021 Delaware Entity Statutory Amendments

The State of Delaware’s Governor John Carney recently signed into law the 2021 amendments to Delaware’s entity statutes. These included amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited…more

Amended Legislation, Corporate Governance, Delaware General Corporation Law, Delaware Limited Liability Company Act, Delaware Limited Partnership Act

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Middle Market M&A Key Deal Terms

A major law firm has completed a survey on trends and deal points in the M&A industry. The survey contains data and trends on many key points the M&A legal practitioner should be aware of as they negotiate M&A transactions, and…more

Acquisitions, Mergers, Strategic Planning

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Small Claims, Big Questions: The New Copyright Claims Board Gets Its Debut

After two years of groundwork, the Copyright Office’s new forum for hearing small copyright claims is finally here. The Copyright Claims Board (CCB) began accepting claims on June 16 and seeks to provide a streamlined…more

Administrative Review Board, Code of Federal Regulations (CFR), Copyright, Copyright Infringement, Dispute Resolution

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SEC Adopts Rule Amendments to Improve Municipal Securities Disclosure

On August 20, in response to the recent trend of issuers and obligated persons increasingly using direct purchases of municipal securities and direct loans (“bank placements”) as alternatives to public offerings, the Securities…more

Amended Regulation, Disclosure Requirements, Municipal Bonds, Municipal Securities Issuers, Municipalities

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Minnesota Has Loosened Restrictions on Edible Products Containing THC - What Does that Mean for Minnesota Employers?

What is the current Minnesota law regarding edible products containing THC? An inconsistency in two amended provisions of  Minnesota Statute § 151.72 has resulted in what some have deemed the legislature “accidentally”…more

Drug Testing, Employment Policies, Hemp, New Legislation, THC

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New Texas Law Expands Liability for Sexual Harassment Claims

Beginning September 1, 2021, claims for sexual harassment can be made against a broader group of employers in Texas. The Texas Legislature passed two significant amendments, SB 45 and HB 21, to the Texas Labor Code, which were…more

Amended Legislation, Employee Training, Employer Liability Issues, Governor Abbott, New Legislation

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Alaska Legislature Passes Bill Allowing Virtual Shareholder Meetings

Dorsey Assists Alaska Corporations to Hold Annual Virtual and Hybrid Meetings - The Alaska Legislature unanimously passed Senate Bill 24, on March 22, 2021, allowing corporate shareholder meetings and nonprofit member…more

Annual Meeting, Corporate Governance, New Legislation, Shareholder Meetings, Shareholders

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UK IR35 - Important Changes From 6 April

Following a pandemic-related delay, significant changes to the IR35 regime come into force on 6 April 2021. From then, affected businesses which engage contractors who provide services through their own limited company…more

Corporate Taxes, HMRC, Income Taxes, Independent Contractors, Self Employed

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Ban the Box Laws: What’s the Box and Why is it Banned?

An overwhelming majority of states have adopted what is widely known as “ban-the-box” laws or policies that generally prohibit employers from inquiring about an applicant’s criminal background until later in the hiring process…more

Background Checks, Ban the Box, Civil Rights Act, Criminal Background Checks, Criminal Records

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Utah’s New Privacy Law: Will This New Balance Become the Norm?

Governor Spencer Cox of Utah has now signed into law the Utah Consumer Privacy Act (“UCPA”), which was recently passed unanimously by the Utah legislature, and which will go into effect on December 31, 2023. Utah joins…more

Consumer Privacy Rights, Cybersecurity, Data Collection, Data Privacy, Data Processors

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Start Your Data Compliance Countdown! Colorado Becomes Third US State to Enact Privacy Law

Certain Colorado companies and others targeting Coloradans will soon be subject to the newly enacted Colorado Privacy Act (“CPA”), signed into law by Gov. Jared Polis on July 8, 2021. Colorado joins California and Virginia as…more

Consumer Privacy Rights, Data Deletion, Data Subject Access Requests, Data Subjects Rights, Exemptions

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Criminalizing Doxxing Acts: New Amendments to Hong Kong’s Data Privacy Law

Effective from October 8, 2021, the Personal Data (Privacy) (Amendment) Ordinance 2021 (“Amendment Ordinance”) has come into operation as it was published in the Hong Kong Government Gazette that day. The Amendment Ordinance has…more

Amended Legislation, Anti-Harassment Policies, Criminal Penalties, Data Protection Commissioner, Hong Kong

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Private Equity and Venture Capital Pre-IPO Investments are now used by the Hong Kong Stock Exchange to Validate Pre-Revenue/Profit Biotech Companies

On April 30, 2018, the new listing regime published by The Stock Exchange of Hong Kong Limited (the “Exchange”) for companies from emerging and innovative sectors took effect. The new listing regime makes it possible for…more

Corporate Governance, Emerging Technology Companies, HKEx, Hong Kong, Hong Kong Stock Exchange

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SBA Issues Updated Application and Posts Initial Guidance for Paycheck Protection Program

We previously published a client alert that the U.S. Small Business Administration (“SBA”) included on its Payroll Protection Program (“PPP”) website a link to a sample borrower application for PPP loans. Late yesterday, SBA…more

CARES Act, Coronavirus/COVID-19, Financial Stimulus, Interim Final Rules (IFR), Paycheck Protection Program (PPP)

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California Qualified Employers May Receive Tax Credit Boost for New Hires

California employers who hired new employees may now apply for tax relief following Governor Gavin Newsom’s announcement of the Main Street Hiring Tax Credit. As part of the emergency relief provided in Senate Bill 1447 to…more

Coronavirus/COVID-19, Governor Newsom, Hiring & Firing, Relief Measures, Tax Incentives

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DOJ Shows No Sign of Slowing Down Prosecution of Individuals Connected to FCA Cases

Following a record year for False Claims Act (“FCA”) settlements and judgments in 2021, the Department of Justice (”DOJ”) continues to aggressively pursue the prosecution of not only corporations, but also the individuals…more

Attorney General, Corporate Counsel, Corporate Misconduct, Criminal Prosecution, Department of Justice (DOJ)

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PRC Companies in International Arbitration (VII): Who shall bear the arbitration costs?

Our previous article raised the issue that costs of commercial arbitration are pretty high in Hong Kong. Then who should bear the costs at the end of the arbitration?…more

Arbitration, Asia, China, Commercial Arbitration, Hong Kong

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How to Handle a #MeToo Moment: Legal, Language and Cultural Tips

Background: As the #MeToo Movement continues, Chinese-owned companies in the U.S. and Chinese subsidiaries of U.S. companies are facing an increasing number of sexual harassment complaints from their employees. This Q&A aims to…more

#MeToo, China, Civil Rights Act, EEOC, Employer Liability Issues

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Time to Re-examine Corporate Computer Access Policies

Last week the U.S. Supreme Court agreed to hear an appeal from a defendant who had been convicted of a felony charge under the Computer Fraud and Abuse Act (“CFAA”), the federal computer crime statute. Title 18, U.S.C. § 1030…more

Certiorari, Computer Fraud and Abuse Act (CFAA), Criminal Convictions, Police, Scope of Authority

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Home-Health Services Company Settles After Allegations of Double-Billing Scheme

The Department of Justice recently announced that a home-health services company has agreed to pay over $45,000 to resolve alleged False Claims Act (“FCA”) violations. Professional Family Care Services, Inc. (“PFCS”), a North…more

Criminal Convictions, Criminal Prosecution, Department of Justice (DOJ), False Billing, False Claims Act (FCA)

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It’s Alive? The Open Question of Ownership over the Creations of an AI

Who owns the creations of an artificial intelligence? From ownership in general to copyright and patent law, the answer is unclear…more

Artificial Intelligence, Copyright, Inventions, Inventors, Patents

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What Comes Next for the NCAA Name, Image, and Likeness Rules?

There have been massive changes in American collegiate sports since this past summer: On June 30, 2021, the National Collegiate Athletic Association (“NCAA”) radically changed course and announced that it would no longer…more

College Athletes, Colleges, Logos, Name and Likeness, NCAA

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UK IR35 - Important Changes From 6 April

Following a pandemic-related delay, significant changes to the IR35 regime come into force on 6 April 2021. From then, affected businesses which engage contractors who provide services through their own limited company…more

Corporate Taxes, HMRC, Income Taxes, Independent Contractors, Self Employed

See all updates »

Achieving Marketplace Advantage With Targeted Design Rights

Aesthetic appeal often drives commercial success. Faced with endless options, consumers often select products based on look and feel. High-performing, defect-free products are table stakes, and utility patents strongly protect…more

Design Patent, Patent Infringement, Patents, USPTO, Utility Patents

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Iowa Passes New Law Related to COVID-19 Vaccination Mandates by Employers and Unemployment Insurance

On October 29, 2021, Iowa Governor Kim Reynolds signed into law legislation affecting the interplay between Iowa employers, employees, and COVID-19 vaccine requirements. Iowa’s new law, HF 902, sets up questions regarding what…more

ADA, Biden Administration, Coronavirus/COVID-19, EEOC, Employer Mandates

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Nursing Facilities and CMPs: The Latest Fight

On January 18, 2021, a lawsuit was filed against the U.S. Department of Health and Human Services (“HHS”) and the Centers for Medicare and Medicaid Services (“CMS”) challenging a CMS policy change dating back to 2017.  The…more

Administrative Procedure, Centers for Medicare & Medicaid Services (CMS), Civil Monetary Penalty, Department of Health and Human Services (HHS), Enforcement Actions

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How EKRA and AKS Impact Laboratories and Commission-Based Compensation

With the enactment of the Eliminating Kickbacks in Recovery Act (“EKRA”) in 2018, the permissibility of commission-based compensation to laboratory sales representatives based on volume, revenue, or profit has come under…more

Anti-Kickback Statute, Clinical Laboratories, Compensation, Independent Contractors, Medicaid

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How EKRA and AKS Impact Laboratories and Commission-Based Compensation

With the enactment of the Eliminating Kickbacks in Recovery Act (“EKRA”) in 2018, the permissibility of commission-based compensation to laboratory sales representatives based on volume, revenue, or profit has come under…more

Anti-Kickback Statute, Clinical Laboratories, Compensation, Independent Contractors, Medicaid

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Coca-Cola - “Thums Down” on Evidence of Damages in Misrepresentation of Source in Cancellation Proceeding with Unresolved Territoriality Tension

We reported here last summer the outcome of Coca-Cola Company’s petitions to cancel the registrations for the above-captioned marks owned by Meenaxi Enterprise, Inc. Meenaxi appealed the TTAB’s decision to cancel the…more

Coca Cola, Foreign Trademark, India, Lanham Act, Misrepresentation

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Critical Changes To Iowa’s Public Bidding Law

Legislative Update Alert - SF 183 - On Tuesday, June 14, 2022, Governor Reynolds signed into law SF 183 (Iowa Legislature - BillBook) related to alternative delivery methods for public improvement projects…more

Governor Reynolds, New Legislation, Public Bidding, Public Projects, State Contractors

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President’s Program Permitting Deferral of Employees’ 6.2% Social Security Tax for Four Months Presents Complexity and Risk for Employers and Uncertain Benefits for Employees

On August 8, 2020, President Trump signed a Presidential Memorandum entitled “Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster,” effective as of September 1, 2020 (the “Memorandum”). Late…more

CARES Act, Coronavirus/COVID-19, IRS, Payroll Taxes, Presidential Memorandum

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New Texas Law Expands Liability for Sexual Harassment Claims

Beginning September 1, 2021, claims for sexual harassment can be made against a broader group of employers in Texas. The Texas Legislature passed two significant amendments, SB 45 and HB 21, to the Texas Labor Code, which were…more

Amended Legislation, Employee Training, Employer Liability Issues, Governor Abbott, New Legislation

See all updates »

SCOTUS to Address Government’s Authority to Dismiss FCA Cases

The United States Supreme Court recently granted review of a decision from the Third Circuit that affirmed the dismissal of an FCA case at the government’s request. Polansky v. Exec. Health Res., 17 F.4th 376, 393 (3d Cir…more

Certiorari, Department of Justice (DOJ), Dismissals, False Claims Act (FCA), Federal Contractors

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Round Three of the PPP - The New Stimulus Bill Amendments

In an effort to achieve an agreement before the expiration of many of the CARES Act1 economic relief measures, on December 21, 2020, the U.S. Congress passed the Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues…more

Coronavirus/COVID-19, Financial Stimulus, Loan Forgiveness, New Legislation, Paycheck Protection Program (PPP)

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What’s Next for OSHA’s COVID-19 Emergency Temporary Standard?

On November 12, 2021, the Fifth Circuit Court of Appeals reaffirmed its stay pending judicial review of the Occupational Safety and Health Administration’s (“OSHA”) COVID-19 Vaccination and Testing Emergency Temporary Standard…more

Appeals, Appellate Courts, Constitutional Challenges, Coronavirus/COVID-19, OSHA

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OTCQX International Rule Changes Will Push Certain Canadian Companies to the OTCQB Tier

The OTC Markets has published proposed rule changes that would, effective September 23, 2021, require that in order to be quoted on the OTCQX International, a company must either be an SEC reporting company, file reports with…more

Canada, Corporate Governance, Foreign Private Issuers, OTCQB, OTCQX

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U.S. Customs and Border Protection Releases Importer Guidance for Uyghur Forced Labor Prevention Act Implementation

On June 13, 2022, U.S. Customs and Border Protection (“CBP”) published its long-awaited operational guidance (“Guidance”) to importers to explain how CBP plans to implement the Uyghur Forced Labor Prevent Act (“UFLPA”) that…more

CAATSA, China, Customs and Border Protection, Disclosure Requirements, Enforcement

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SF 2338: A Proposed Fix for "Pexa" and the Pandemic

This summer - on June 18, 2020 - the Iowa legislature passed and Governor Kim Reynolds approved SF 2338 to address a long-standing evidentiary issue concerning medical expenses stemming from Pexa v. Auto Owners Ins. Co., 686…more

Admissible Evidence, Coronavirus/COVID-19, Governor Reynolds, Medical Expenses, New Legislation

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Next on the Chopping Block: In Light of Recent Removals of the Agricultural Exemption from State Wage and Hour Laws, Employers Are Wondering Which Employees Are Exempt and for How Much Longer?

Agricultural employers are often at the mercy of nature which causes constant fluctuations in labor needs. Given the unique nature of the agricultural industry, their workers have historically been exempt from minimum wage and…more

Agricultural Sector, Agricultural Workers, Farms, FLSA, Minimum Wage

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The Supreme Court - November 24, 2021

Berger v. North Carolina Conference of the NAACP, No. 21-248: This case, in which North Carolina legislative leadership argued they have a right to intervene to defend the State’s voter ID law, raises the following issues..…more

SCOTUS, State and Local Government, Voting Requirements, Voting Rights

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U.S. District Court for Montana Enjoins Key Army Corps of Engineers' General Permit for Energy Infrastructure Projects

On April 15, 2020, Judge Morris of the United States District Court for the District of Montana issued a ruling invalidating Nationwide Permit 12 (“NWP 12”), a permit issued by the Army Corps of Engineers (“Corps”) covering…more

Clean Water Act, Critical Habitat, Endangered Species Act (ESA), Energy Projects, General Permit

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Achieving Marketplace Advantage With Targeted Design Rights

Aesthetic appeal often drives commercial success. Faced with endless options, consumers often select products based on look and feel. High-performing, defect-free products are table stakes, and utility patents strongly protect…more

Design Patent, Patent Infringement, Patents, USPTO, Utility Patents

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U.S. Supreme Court Hands Down Two Significant Tax Decisions

Yesterday, the Supreme Court handed down two tax decisions, one of which is set to immediately impact internet and other remote retailers nationwide. In South Dakota v. Wayfair, No. 17-494 , the Court overruled Quill Corp. v…more

Commerce Clause, Compensation & Benefits, Constitutional Challenges, Employee Stock Purchase Rights, Internal Revenue Code (IRC)

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McGirt v. Oklahoma

In series of Treaties with the Creek Nation in the 1830s, the United States established a Reservation for the Creeks, covering millions of acres in northeastern Oklahoma, including land on which the City of Tulsa is located. In…more

Criminal Convictions, Disestablishment, Federal Jurisdiction, Federal v State Law Application, Fee Simple

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Coronavirus Lawsuits More Than Double In 2021; Those Against Healthcare Providers Steadily Increase

Despite widespread vaccine availability and the corresponding optimism about returning to “normal,” the coronavirus pandemic continues to spawn hundreds of employment and health-related lawsuits. Many of these lawsuits have been…more

CDC, Coronavirus/COVID-19, Employment Litigation, Families First Coronavirus Response Act (FFCRA), Health Care Providers

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Highlights Part II of the Trademark Modernization Act of 2020: Ex Parte Expungement, Ex Parte Reexamination, and Non-Use Cancellation of Federal Trademark Registrations

As we wrote in Part 1 of this series, the Trademark Modernization Act of 2020 (“TMA”) was signed into law on December 27, 2020, and contained several significant amendments to the Lanham Act. This post will cover three of the…more

Administrative Procedure, Ex Partes Reexamination, Expungement, Foreign Trademark, Lanham Act

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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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Did You Remember These Developments for the 2020 SEC Reporting Season?

Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of…more

Audits, Board of Directors, Confidential Information, Corporate Governance, Corporate Social Responsibility

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DOJ Announces Settlement with Home-Health Services Company Over FCA Kickback and Overbilling Allegations

The Department of Justice recently announced that it resolved two civil lawsuits filed under the qui tam, or whistleblower, provisions of the False Claims Act to the tune of nearly $4 million. The suits alleged that a suburban…more

Anti-Kickback Statute, Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA), Health Care Providers

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AI Artwork: Worth a Thousand Words, but Zero Copyright Protection?

Technology is changing, but is copyright law keeping up?  Stephen Thaler clearly believes it is not and has sued the U.S. Copyright Office over its refusal to register artwork created by his artificial intelligence software. …more

Administrative Procedure Act, Artificial Intelligence, Authors, Copyright, Copyright Office

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Most. Important. Copyright. Fair. Use. Case. Ever!

Hyperbolic descriptions of the supposed importance of cases dealing with intellectual property rights are as numerous as they are unfounded, but that is not true when it comes to The Andy Warhol Foundation for the Visual Arts,…more

Artistic Works, Certiorari, Copyright, Copyright Infringement, Corporate Counsel

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Insurance Coverage for Costs and Losses Due to the COVID-19 Pandemic: Some Considerations

The novel coronavirus, and the respiratory disease it causes (COVID-19), continue to exact a human toll. As state and national governments fight to mitigate the impact, businesses are also attempting to address the social and…more

Business Closures, Business Continuity Plans, Business Interruption, Civil Authority Coverage, Commercial Insurance Policies

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China Issues Rules on Foreign Investment Security Review to Stay in Line with International Practice

On December 19, 2020, China published the Rules on Foreign Investment Security Review (in Chinese, 外商投资安全审查办法) (“Security Review Rules”). Security Review Rules lay out the grounds by which foreign investments in China are…more

Administrative Review, China, Foreign Investment, National Security, NDRC

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Dorsey U.S. Bankruptcy Law Q&A Series Six (Chinese Version)

We hope that you found the five previous Q&A series regarding what to do when a U.S. customer files for Chapter 11 bankruptcy protection helpful. This Series Six will address questions relating to the plan process, including…more

Bankruptcy Code, Bankruptcy Plans, Chapter 11, Commercial Bankruptcy, Creditors

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It Has Taken A While But BREXIT Is Done!

It certainly took a while but finally a BREXIT deal has been agreed and on 1st January 2021 for the first time in 40 years the UK will be a ‘third party’ in its dealings with the EU. With the ink barely dry it is impossible…more

Cross-Border Transactions, EU, Free Trade Agreements, Trade Policy, Trade Relations

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COVID-19’s Impact on Commercial Evictions and Landlord-Tenant Relations in Minnesota

Throughout Minnesota’s COVID-related peacetime emergency, residential evictions have been generally prohibited in order to minimize community spread of the virus and to reduce displacement and homelessness. Although it appears…more

Commercial Leases, Commercial Property Owners, Commercial Tenants, Contract Negotiations, Coronavirus/COVID-19

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Cross-Border de-SPAC Structures

More special purpose acquisition vehicles (common known as “SPACs”) completed their initial public offering (“IPO”) in 2021 than in any prior year. In 2021, approximately 613 SPACs completed their IPO within the United States…more

Acquisitions, Canada, Cross-Border, Cross-Border Transactions, Initial Public Offerings

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Biden Describes Combating Corruption as National Security Priority, Orders Interagency Review to Bolster Anti-Corruption Tools including Private Sector Partnerships

On June 3, 2021, President Biden issued his first National Security Study Memorandum, announcing that “countering corruption [is] a core United States national security interest.” It describes corruption as a threat to our…more

Anti-Corruption, Biden Administration, Compliance, Corruption, Enforcement

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Washington State to Require Gender Diversity on Public Company Boards or Board Diversity Disclosure

Effective as of June 11, 2020, the Washington State legislature has amended the Washington Business Corporation Act (“WBCA”) to require public companies to either have a gender-diverse board of directors by January 1, 2022 or…more

Board of Directors, Corporate Governance, Diversity, Publicly-Traded Companies, State and Local Government

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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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Miramax/Tarantino Suit Highlights NFT Difficulties in Mysterious Suitcase of Copyrights Rights

Non-Fungible Tokens (NFTs) have made another court appearance, with Miramax, LLC filing a complaint in the Central District of California in an attempt to stop Quentin Tarantino from auctioning off seven Pulp Fiction-based NFTs…more

Copyright, Entertainment Industry, Intellectual Property Protection, Movies, Non-Fungible Tokens (NFTs)

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OTCQX Proposed Rule Changes

The OTC Markets Group published this week proposed amendments to the OTCQX Rules for U.S. Companies, U.S. Banks and International Companies. The rules will become effective on December 12, 2019; comments will be accepted until…more

Banking Sector, Canada, Change of Control, Comment Period,