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100 Northern Avenue
Boston, MA 02210, United States
Phone: 617.570.1000
Fax: 617.523.1231
Areas Of Practice
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Art, Entertainment, & Sports Law
  • Class Action
  • Criminal Law
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Government
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Privacy
  • Products Liability
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Toxic Torts
  • Transportation
  • Wills, Trusts, & Estate Planning
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Locations
Other U.S. Locations
  • California
  • D.C.
  • Massachusetts
  • New York
Other Countries
  • France
  • Germany
  • Hong Kong
  • United Kingdom
Number of Attorneys
1,000+ Attorneys

PTAB Issues Its First Precedential Opinion in CBM Review Proceeding Litigated by Goodwin Procter

On July 31, 2014, the Patent Trial and Appeal Board (PTAB) designated as “precedential” its decision in Covered Business Method Review (CBM) proceeding SecureBuy, LLC v. CardinalCommerce Corporation, CBM 2014-00035 (Pat. Tr. &…more

Covered Business Method Proceedings, Declaratory Judgments, Patent Litigation, Patent Trial and Appeal Board, Post-Grant Review

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Massachusetts Doubles Estate Tax Exemption as Part of $1 Billion Tax Bill

Massachusetts has passed a sweeping $1 billion tax relief package intended to boost the Commonwealth’s affordability and competitiveness. Among other changes, the tax bill doubles the Massachusetts estate tax exemption to $2…more

Capital Gains, Estate-Tax Exemption, State Taxes, Tax Cuts and Jobs Act, Tax Exemptions

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CFTC Announces Two New Task Forces

In this Weekly Roundup Issue. The Commodity Futures Trading Commission’s (CFTC) Division of Enforcement unveiled two new task forces aimed at tackling derivatives market issues; and the Office of the Comptroller of the Currency…more

CFTC, Derivatives, FDIC, Financial Action Task Force, Financial Services Industry

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Acquiring or Investing in EU Crypto-Asset Businesses: Further Clarity on MiCA

In our previous alert “Acquiring or Investing in EU Crypto-Asset Businesses: MiCA’s Impact,” we discussed the impact of the European Union (EU) Markets in Crypto-Assets Regulation (MiCA) on the acquisition or investment in EU…more

Acquisitions, Anti-Money Laundering, Cryptoassets, Digital Assets, EU

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9 Key Takeaways From Goodwinʼs Legal Operations & Corporate Counsel Roundtable

Strategies and best practices to contain costs, maximize efficiencies and leverage innovation to collaborate across teams - Goodwin, in conjunction with the Northeast chapter of the Association of Corporate Counsel (ACC),…more

Best Practices, Business Development, Business of Law, Corporate Counsel, Diversity

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REITs Should Review Disclosure of Non-GAAP Financial Measures Based on New SEC Staff Guidance

On December 13, 2022, the staff of the Division of Corporation Finance (the “staff”) of the Securities and Exchange Commission (the “SEC”) published seven new or revised Compliance and Disclosure Interpretations (“C&DIs”)…more

Audit Committee, Audits, C&DIs, Compliance, GAAP

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SEC Sues Binance and Coinbase: What Are the Allegations and What Is Next?

In the span of two days, June 5 and June 6, 2023, the US Securities and Exchange Commission (SEC) commenced proceedings against the largest crypto asset exchange in the world, Binance.com; its affiliated US exchange, Binance.US;…more

Coinbase, Criminal Prosecution, Crypto Exchanges, Cryptoassets, Investment Contract

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Envisioning the New Normal: Real Estate + Technology: Part 7: Industrial

This article is the seventh of a multi-part series examining the impact of the COVID-19 pandemic on select real estate sectors and the considerations around how technologies will shape future operations and accelerate means to…more

Automation Systems, Commercial Leases, Commercial Property Owners, Commercial Tenants, Coronavirus/COVID-19

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Mini-TCPA Laws You Should Know and That May Be Coming Soon in 2023

In April 2021, the US Supreme Court issued its decision in Facebook v. Duguid narrowly construing the Telephone Consumer Protection Act’s (TCPA) “automatic telephone dialing system” definition. In so doing, the Supreme Court…more

Amended Legislation, Auto-Dialed Calls, Constitutional Challenges, Facebook, Facebook Inc v Duguid

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SEC Files First Enforcement Complaint Under Liquidity Rule

On May 5, 2023, the U.S. Securities & Exchange Commission filed its first enforcement complaint under Rule 22e-4 of the Investment Company Act of 1940, 17 C.F.R. § 270.22e-4 (the Liquidity Rule). The complaint was brought…more

Enforcement Actions, Investment Adviser, Investment Company Act of 1940, Investment Funds, Liquidity

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Delaware Supreme Court Holds That Boards Must Satisfy the MFW Framework in Controller Transactions to Obtain Business Judgment Deference

In 2014, the Delaware Supreme Court held in Kahn v. M&F Worldwide Corp. (“MFW”) that a court will apply the entire fairness standard of review to freeze-out merger transactions between a controlled corporation and its…more

Business Judgment Rule, Compensation & Benefits, Corporate Governance, DE Supreme Court, Entire Fairness Standard

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Far Beyond Real Estate: The Real Impact of Florida’s SB 264

On May 8, 2023, Florida Gov. Ron DeSantis signed into law Senate Bill 264: Interests of Foreign Countries (SB 264), effective July 1, 2023. The law may affect not only traditional real property owners and investors but also…more

Acquisitions, American Civil Liberties Union (ACLU), Business Ownership, Commercial Real Estate Market, Constitutional Challenges

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Update on SEC Proxy Access No-Action Letters

Recent SEC responses to no-action requests involving shareholder proposals seeking initial adoption of a proxy access bylaw confirm that the SEC staff is continuing to evaluate company requests to exclude these proposals from…more

Bylaws, No-Action Letters, Proxy Access Rule, Rule 14a-8, Securities and Exchange Commission (SEC)

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Envisioning the New Normal: Real Estate + Technology: Part 7: Industrial

This article is the seventh of a multi-part series examining the impact of the COVID-19 pandemic on select real estate sectors and the considerations around how technologies will shape future operations and accelerate means to…more

Automation Systems, Commercial Leases, Commercial Property Owners, Commercial Tenants, Coronavirus/COVID-19

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DOJ Renews Focus on Private Equity Amid Record False Claims Act Enforcement

2023 was another record year for False Claims Act enforcement. On February 22, 2024, the U.S. Department of Justice (DOJ) announced that the federal government and whistleblowers were party to a record number of FCA settlements…more

Artificial Intelligence, Corporate Misconduct, Department of Justice (DOJ), Due Diligence, Enforcement Actions

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SEC Regulatory Agenda Showcases Important Rules by Fall 2023

The federal Office of Information and Regulatory Affairs recently published the SEC’s Spring 2023 “Reg Flex” agenda. Chairman Gary Gensler sets the SEC’s agenda, which identifies rules that the agency expects to consider over…more

Corporate Finance, Investment Management, Regulatory Agenda, Rulemaking Process, Securities and Exchange Commission (SEC)

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2022 Year In Review - Consumer Finance

2022 saw a flurry of regulatory activity by federal enforcement agencies — most notably, the Consumer Financial Protection Bureau (CFPB, or Bureau) — as the industry began to experience the full effects of the change in…more

Automotive Loans, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Credit Cards

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Massachusetts Doubles Estate Tax Exemption as Part of $1 Billion Tax Bill

Massachusetts has passed a sweeping $1 billion tax relief package intended to boost the Commonwealth’s affordability and competitiveness. Among other changes, the tax bill doubles the Massachusetts estate tax exemption to $2…more

Capital Gains, Estate-Tax Exemption, State Taxes, Tax Cuts and Jobs Act, Tax Exemptions

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Luxembourg Draft Budget Law 2023: The Most Awaited Reverse Hybrid Clarification

​​​​​​​On 12 October 2022, the finance minister presented the Luxembourg budget bill for fiscal year 2023. For corporate tax payers, and particularly for funds, there is a most welcomed clarification on the scope of the…more

BEPS, Corporate Taxes, Federal Budget, Income Taxes, Luxembourg

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New California Law to Require Venture Capital Firms to Disclose Founder Diversity Information

On October 8, 2023, California Governor Gavin Newsom signed into law Senate Bill 54 (“SB 54”), which will apply to a majority of U.S. venture capital investment firms, even if they are not based in California. SB 54 aims to…more

Disclosure Requirements, Diversity, Diversity and Inclusion Standards (D&I), Governor Newsom, New Legislation

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Reopening Massachusetts: Next Steps for Employers as the Four-Phase Journey Begins

Nearly ten weeks after Governor Charlie Baker declared a state of emergency in Massachusetts due to the outbreak of COVID-19, the Commonwealth has begun reopening its economy in phases. LOOKING BACK - On March 10, 2020,…more

Coronavirus/COVID-19, Employee Training, Employer Liability Issues, Employer Responsibilities, Governor Baker

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Propsci – An Underestimated Real Estate Asset Class In Germany

World affairs are currently clouded by the global COVID-19 pandemic. In a very short period of time, approximately 191 vaccine projects have been launched according to the World Health Organization (WHO). Among the countries…more

Asset Class, Clinical Laboratories, Commercial Property Owners, Germany, Investors

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Phantom Equity to the Rescue

A Summary of HControl Holdings LLC, et al. v. Antin Infrastructure Partners. Defined terms are the battlefield for lawyers. Some terms are well trodden, while others are not. A recent case in the Delaware Court of Chancery…more

Contract Terms, Equity Securities, Merger Agreements, Mergers, Phantom Stock Plans

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ERISA Litigation Update - December 2021

Welcome to Goodwin’s ERISA Litigation Update. Litigation involving ERISA-governed benefits plans has exploded in recent years. Lawyers in our award-winning ERISA Litigation practice have extensive experience litigating these…more

Benefit Plan Sponsors, Breach of Duty, Defined Contribution Plans, Department of Labor (DOL), Duty of Loyalty

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Fund Finance: 2023 Reflections and Looking Ahead to 2024

Goodwin is proud to be a platinum sponsor of the 2024 Global Fund Finance Symposium. As next week’s conference approaches and our clients, colleagues, and friends head toward Miami, the Goodwin Fund Finance team has paused to…more

Asia, Asia Pacific, Banking Crisis, Banks, Capital Markets

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Current Issues for Qualified Small Business Stock - How New R&E Expensing Rules Could Hurt Your QSBS Status, and Why Cash Management Changes Likely Won’t

An early-stage company can offer prospective investors an attractive investment opportunity, particularly if the company’s stock will qualify as “qualified small business stock” (QSBS) for US federal income tax purposes. This is…more

Amortization, Early Stage Companies, Internal Revenue Code (IRC), Investors, Qualified Small Business Stock

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Metaverse in China: Beware of these Potential Legal Issues

The metaverse is still in its nascent stages, and the Chinese government is already increasingly focused on its development and regulation. At the March 2022 “Two Sessions” (两会), a term given to the back-to-back annual meetings…more

Algorithms, Anti-Corruption, Anti-Money Laundering, Artificial Intelligence, China

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SEC Adopts Amendments to Whistleblower Program Rules

Regulatory Developments - SEC Adopts Amendments to Whistleblower Program Rules - On August 26, the SEC adopted two amendments to the rules governing its whistleblower program, which are covered under Section 922 of the…more

Amended Regulation, Dodd-Frank, Executive Compensation, Proxy Statements, Public Comment

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Connecticut to Become 18th State to Legalize Recreational Cannabis

On June 17, 2021, the Connecticut General Assembly voted to approve the Responsible & Equitable Regulation of Adult-Use Cannabis Act (the “Act”). With Governor Ned Lamont’s signature expected today, Connecticut will become the…more

Cannabis Products, Cannabis-Related Businesses (CRBs), Criminal Justice Reform, Decriminalization of Marijuana, Dispensaries

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SEC Adopts New Rules Applicable to SPACs, Shell Companies and Projections

We previously noted in our March 31, 2022 alert that the U.S. Securities and Exchange Commission (SEC or Commission) held an open meeting on March 30, 2022 to consider proposed rules and amendments regarding special purpose…more

Accredited Investors, Compliance, Disclosure Requirements, Effective Date, Final Rules

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Coding with AI in an Open-Source World

Many generative AI systems are very good at writing code, and developers increasingly use them to develop high-quality software faster and more efficiently than they could without these systems. But companies must take…more

Artificial Intelligence, Coding, Confidential Information, Copyright, Intellectual Property Protection

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Issue 38: PTAB Trial Tracker

Fate of Fintiv - As discussed in our Client Alert, “Fintiv 2.0: USPTO Director Issues Guidance Softening Risk of Discretionary Denial,” USPTO Director Kathi Vidal issued a set of interim procedures clarifying how the PTAB…more

Inter Partes Review (IPR) Proceeding, Interim Guidance, Inventors, Patent Trial and Appeal Board, Patents

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ELTIF 2.0 RTS: Commission Orders ESMA to Think Again

In our previous alert, we looked at the draft revised Regulatory Technical Standards (RTS) supplementing the amended ELTIF Regulation (ELTIF 2.0) published by the European Securities and Markets Authority (ESMA) in its December…more

Capital Markets, Capital Markets Union, ELTIF, EU, European Commission

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No Green Wave this time, But Two More States Legalize Adult-Use Cannabis

Five states voted yesterday on adult-use cannabis legalization. It was not the Green Wave of 2020, but two more states did join the growing number of states that have legalized cannabis for adult-use…more

Decriminalization of Marijuana, Election Results, Marijuana, State and Local Government

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FDA Approves BMS and J&J CAR-T Cell Therapies for the Earlier Treatment of Multiple Myeloma

On April 4, 2024, Bristol Myers Squibb (“BMS”) and 2seventy bio, Inc. announced that the FDA has approved ABECMA (idecabtagene vicleucel) for the treatment of adult patients with relapsed or refractory multiple myeloma after two…more

Biologics, Biosimilars, Bristol-Myers Squibb, FDA Approval, Food and Drug Administration (FDA)

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The USPTO’s Increasing Focus on FDA Submissions and the Duty of Disclosure

​​​​​​​The United States Patent and Trademark Office (USPTO) imposes a Duty of Disclosure, Candor and Good Faith (Duty of Disclosure) on all individuals associated with the filing and prosecution of a patent application before…more

Disclosure Requirements, Food and Drug Administration (FDA), Good Faith, New Guidance, Patent Applications

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ISS Releases 2019 U.S. Voting Policy Updates

In November 2018, Institutional Shareholder Services (ISS) released updates to its 2019 U.S. voting policies, which will be effective for meetings on or after February 1, 2019, and a preliminary list of frequently asked…more

Board of Directors, Corporate Governance, Diversity, Institutional Shareholder Services (ISS), Proxy Season

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New California Law Mandates Public Disclosure of Private Fund Information

A new California law requires public pension and retirement systems to obtain and publicly disclose information about their investments into venture capital, private equity, hedge and absolute return funds. The law appears to…more

Hedge Funds, Investment Funds, New Legislation, Private Equity, Private Funds

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

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SEC Adopts Amendments to Rules Governing Schedule 13D and Schedule 13G Beneficial Ownership Reporting

On October 10, 2023, the US Securities and Exchange Commission (the “SEC”) adopted rule amendments governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange…more

Amended Rules, Beneficial Owner, Compliance, Compliance Dates, Corporate Governance

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The CFPB Proposal to Remove Medical Debt from Credit Report

​​​​​​​The Consumer Financial Protection Bureau (CFPB) is moving forward with a rulemaking proposal to change the process of reporting medical debt on consumer credit reports. Specifically, the rulemaking proposal the Bureau is…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Credit Reporting Agencies, Credit Reports, Debt Collectors

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Structuring for Success: Growth Equity Investors Adapt to Adjusting Valuations and a Tougher Economic Environment

There has been no shortage of LP allocations to the growth equity asset class over the last decade. The attractiveness of growth equity’s risk-return profile - occupying the space between VC and PE buyouts - and its exposure to…more

Dividends, Investors, Liquidation, Private Equity, Share Classes

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New California Law to Require Venture Capital Firms to Disclose Founder Diversity Information

On October 8, 2023, California Governor Gavin Newsom signed into law Senate Bill 54 (“SB 54”), which will apply to a majority of U.S. venture capital investment firms, even if they are not based in California. SB 54 aims to…more

Disclosure Requirements, Diversity, Diversity and Inclusion Standards (D&I), Governor Newsom, New Legislation

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FDA Approves First Gene Therapy to Treat Children with Metachromatic Leukodystrophy

On March 18, 2024, the FDA approved Orchard Therapeutics’ LENMELDY, the first approved gene therapy for the treatment of children with metachromatic leukodysrophy (MLD)…more

FDA Approval, Food and Drug Administration (FDA), Pharmaceutical Industry, Prescription Drugs

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California Expands Pay Data Reporting Obligations for Large Employers

Currently, California requires large private employers that are subject to EEO-1 reporting obligations under federal law to also submit annual pay data reports to the California Civil Rights Division (CRD). Covered employers…more

Covered Employer, Data Collection, EEO-1, Labor Contractor, New Legislation

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Rhode Island Becomes the 19th State to Legalize Recreational Cannabis

On May 25, 2022, Rhode Island Governor Dan McKee signed the Rhode Island Cannabis Act (the “Act”) into law, which legalizes recreational cannabis in Rhode Island. Some key highlights of the Act include the following..…more

Cannabis Products, Cannabis-Related Businesses (CRBs), Expungement, Licensing Rules, New Legislation

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White House Unveils Landmark Executive Order on Safe, Secure, and Trustworthy Artificial Intelligence

On October 30, 2023, President Biden issued an Executive Order (EO) on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence. The EO establishes sweeping directives and priorities for federal agencies…more

Artificial Intelligence, Biden Administration, Civil Rights Act, Cybersecurity, Department of Health and Human Services (HHS)

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Hong Kong to Revamp Limited Partnership Regime to Attract Private Funds

Hong Kong has a strong reputation as a global and regional hub for the asset management and funds industry and is clearly looking to maintain and improve its competitiveness in this sector. In the recent 2020-2021 Budget, and…more

Asset Management, Economic Growth, Fund Managers, Hong Kong, Limited Partnerships

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2022 Year in Review: Securities Litigation Against Life Sciences Companies

We are proud to present our seventh annual Securities Litigation Year in Review publication, in which we analyze data for securities class actions filed nationally against publicly traded pharmaceutical, biotechnology, medical…more

Appellate Courts, Biotechnology, Class Action, Corporate Counsel, Life Sciences

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European Commission Releases Details of EU-U.S. Privacy Shield

The European Commission released its long-awaited draft adequacy decision for the EU-U.S. Privacy Shield, a major step towards the formal approval of the program that is to replace the invalidated Safe Harbors program. The…more

Article 29 Working Party (WP29), Data Protection Authority, EU, EU-US Privacy Shield, European Commission

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Bank Officer and Director Enforcement Exposures In the Wake of Silicon Valley Bank

The recent and sudden failures of Silicon Valley Bank and Signature Bank, and the threat of other bank failures, have led to intense public focus on what caused these banks to run into trouble, who is to blame, and what should…more

Banking Regulators, Banks, Board of Directors, Corporate Officers, Depository Institutions

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Deadline Approaching for Reporting 2021 ISO Exercises and ESPP Transfers

Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options…more

Employee Stock Purchase Plans, Filing Deadlines, Form 3921, Form 3922, Incentive Stock Options

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ELTIF 2.0 RTS: Commission Orders ESMA to Think Again

In our previous alert, we looked at the draft revised Regulatory Technical Standards (RTS) supplementing the amended ELTIF Regulation (ELTIF 2.0) published by the European Securities and Markets Authority (ESMA) in its December…more

Capital Markets, Capital Markets Union, ELTIF, EU, European Commission

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2021 Year in Review: Consumer Finance

[co-authors: Amelie Hopkins, and Collin Grier] The year 2021 started with the hope of COVID-19 vaccines and a return to (relative) normalcy, only to conclude with new variants that presented new challenges and extended others…more

AMG Capital Management LLC v FTC, Automotive Loans, Banking Sector, Borrowers, Collins v Yellin

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UK Listings Review: Do New Recommendations Change The Game For Tech And Life Sciences Companies?

The review of the UK Listing Rules was launched by HM Treasury (the Treasury) late last year and has made a number of wide-ranging recommendations of relevance for our tech and life sciences clients who have ambitions to go…more

Capital Markets, Dual Class Share Structures, Emerging Growth Companies, Emerging Technology Companies, Financial Statements

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Massachusetts Higher Education Working Group Issues Recommendations for Reopening Colleges and Universities

On May 22, 2020, the Massachusetts Higher Education Working Group (which includes college and university presidents from 14 Massachusetts institutions) submitted to Governor Baker’s Reopening Advisory Board a set of…more

Colleges, Coronavirus/COVID-19, Educational Institutions, Governor Baker, Health and Safety

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Delaware ABCs (Assignments for the Benefit of Creditors): No Longer as Easy as 1-2-3

Companies forced to wind down operations and liquidate their assets often choose a liquidation process known as an ABC (Assignment for the Benefit of Creditors). An ABC is usually more streamlined, requires fewer public…more

Assignments, Contract Terms, Creditors, Debt, Disclosure Requirements

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Massachusetts Supreme Judicial Court Describes Legal Duty For University Suicide Prevention Efforts in Nguyen v. Massachusetts Institute of Technology

On May 7, 2018, the Massachusetts Supreme Judicial Court (SJC) issued its long-awaited decision in Nguyen v. Massachusetts Institute of Technology. The case involved a 25-year-old MIT graduate student, Han Nguyen, who took his…more

Educational Institutions, Higher Education Act, Students, Suicide

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Celltrion Announces Commercial Availability of ZYMFENTRA™ (infliximab-dyyb)

Celltrion USA announced on March 18, 2024, the availability of ZYMFENTRA™ (infliximab-dyyb), a subcutaneous (SC) formulation of infliximab……more

Biologics, Biosimilars, FDA Approval, Food and Drug Administration (FDA), Life Sciences

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In Continuing Efforts to Incentivize Self-Disclosures and Cooperation, DOJ Announces Pilot Program to Pay Criminal Whistleblowers

Over the last few years, the U.S. Department of Justice (“DOJ”) has continuously announced significant policies and programs directed at encouraging and rewarding the timely reporting of corporate wrongdoing, incentivizing…more

Artificial Intelligence, Compliance, Cooperation, Corporate Crimes, Corporate Misconduct

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New California Law to Require Venture Capital Firms to Disclose Founder Diversity Information

On October 8, 2023, California Governor Gavin Newsom signed into law Senate Bill 54 (“SB 54”), which will apply to a majority of U.S. venture capital investment firms, even if they are not based in California. SB 54 aims to…more

Disclosure Requirements, Diversity, Diversity and Inclusion Standards (D&I), Governor Newsom, New Legislation

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COVID-19 Related Measures: Current State of Play for the Funds Industry in Luxembourg

A variety of steps have been taken to accommodate managers working during the lockdown. As at 22 June 2020, these measures are as follows: 1. MORE FLEXIBILITY FOR THE GOVERNANCE OF FUNDS..…more

Anti-Money Laundering, Anti-Terrorism Financing, Commercial Bankruptcy, Commercial Leases, Coronavirus/COVID-19

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PTAB Institutes Celltrion and Biocon IPRs on Regeneron Aflibercept Dosing Patent

Late last month, a Patent Trial and Appeal Board (“PTAB”) panel instituted two petitions that were filed separately by Celltrion and Biocon for inter partes review (“IPR”) of Regeneron’s U.S. Patent 11,253,572 (“the ’572…more

Intellectual Property Protection, Inter Partes Review (IPR) Proceeding, Joinder, Patent Litigation, Patent Trial and Appeal Board

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2021 Year in Review: Consumer Finance

[co-authors: Amelie Hopkins, and Collin Grier] The year 2021 started with the hope of COVID-19 vaccines and a return to (relative) normalcy, only to conclude with new variants that presented new challenges and extended others…more

AMG Capital Management LLC v FTC, Automotive Loans, Banking Sector, Borrowers, Collins v Yellin

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Court Dismisses Post-SPAC Class Action for Lack of Standing

On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds…more

Board of Directors, Class Action, Conflicts of Interest, Corporate Officers, Cryptocurrency

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Antitrust & Competition Technology 2023 Year in Review

Antitrust actions significantly impacted the technology sector in 2023 and are poised to have substantial repercussions in the future, affecting both major tech companies and emerging enterprises. In addition to a focus on the…more

Acquisitions, Antitrust Provisions, Competition, Department of Justice (DOJ), EU

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Massachusetts Doubles Estate Tax Exemption as Part of $1 Billion Tax Bill

Massachusetts has passed a sweeping $1 billion tax relief package intended to boost the Commonwealth’s affordability and competitiveness. Among other changes, the tax bill doubles the Massachusetts estate tax exemption to $2…more

Capital Gains, Estate-Tax Exemption, State Taxes, Tax Cuts and Jobs Act, Tax Exemptions

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Massachusetts Ballot Measure Passes Requiring Paid Sick Time for Employees

On November 4, 2014, Massachusetts voters approved a ballot measure that will require covered employers to allow employees to earn at least one hour of paid sick time (“Sick Time”) for every 30 hours worked, up to a maximum of…more

Employee Rights, New Legislation, Paid Leave, Sick Leave

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Second Circuit Upholds Dismissal of AstraZeneca Investor Suit

On May 16, 2023, the US Court of Appeals for the Second Circuit affirmed the Southern District of New York’s order dismissing an action brought by investors of AstraZeneca PLC (AstraZeneca) attempting to hold the company liable…more

AstraZeneca, Class Action, Clinical Trials, Dismissals, Material Misstatements

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Another Domino Falls: Ohio Voters Legalize Adult-Use Cannabis

On November 7, 2023, Ohio voters voted in favor of Ohio Issue 2, An Act to Control and Regulate Adult Use Cannabis, over the strong objections of Ohio’s governor. Ohio becomes the 24th state to legalize adult-use cannabis and…more

Business Licenses, Cannabis Products, Cannabis-Related Businesses (CRBs), Decriminalization of Marijuana, Election Results

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Second Circuit Upholds Dismissal of AstraZeneca Investor Suit

On May 16, 2023, the US Court of Appeals for the Second Circuit affirmed the Southern District of New York’s order dismissing an action brought by investors of AstraZeneca PLC (AstraZeneca) attempting to hold the company liable…more

AstraZeneca, Class Action, Clinical Trials, Dismissals, Material Misstatements

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Roadblocks to Redemption: Delaware Chancery Court Ruling Makes Preferred Stock Redemptions More Challenging

A recent decision in Delaware illustrates yet another difficulty investors face when using redemption of their stock as a liquidity strategy. In this case, a private equity fund, Oak Hill Capital Partners, and the directors of…more

Corporate Counsel, Fiduciary Duty, Investors, Liquidity, Private Equity Funds

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SEC Adopts Amendments to Rules Governing Financial Disclosures on Material Acquisitions and Dispositions of Businesses

In an effort to reduce the complexity and compliance costs of financial disclosures for significant acquisitions or dispositions of businesses, the SEC has adopted amendments to the applicable rules, reducing the scope of…more

Acquisitions, Amended Rules, Asset Test, Disclosure Requirements, Dispositions

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Luxembourg response to COVID-19: Extensions for Accounting Obligations

Luxembourg parliament has recently adopted two new laws to provide headroom to operating businesses and funds in respect of their accounting obligations. The extensions granted under these new laws will only apply to filings…more

Accounting, Coronavirus/COVID-19, Crisis Management, Filing Deadlines, Filing Requirements

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ISS Corporate Governance and Compensation Voting Policies for 2017

ISS has announced its policy updates for 2017 shareholder meetings. Significant corporate governance policy changes include negative voting recommendations for companies that restrict shareholders’ ability to amend the company’s…more

Bylaws, Corporate Governance, Institutional Shareholder Services (ISS), Majority Voting Policies, Proxy Voting Guidelines

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Department Of Justice Announces Massive Healthcare Fraud Takedown Focused On Fraudulent Telemedicine Schemes

On Wednesday, September 30, 2020, the Department of Justice (DOJ), along with the Federal Bureau of Investigation (FBI), Department of Health and Human Services Office of Inspector General (HHS-OIG), and the Drug Enforcement…more

Bribery, Department of Justice (DOJ), Enforcement Actions, Health Care Providers, Healthcare Fraud

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Delaware Case Continues High Scrutiny of Investment Bankers in Mergers and Acquisitions

In a decision on March 7, 2014, the Delaware Court of Chancery found RBC Capital Markets, LLC liable for aiding and abetting breaches of fiduciary duty by the Board of Directors of Rural/Metro Corporation in connection with the…more

Banks, Breach of Duty, Capital Markets, Compliance, Fiduciary Duty

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What to Know: New Register for Overseas Entities Owning UK Property Launched

​​​​​​​As anticipated in our previous article on 7 March 2022, Companies House launched the new register of overseas entities (the “ROE”) pursuant to the Economic Crime (Transparency and Enforcement) Act 2022 (the “Act”), so…more

Anti-Money Laundering, Beneficial Owner, Financial Crimes, Foreign Entities, Foreign Ownership

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Interpretable Algorithms as a Potential Solution to CFPB’s Guidance on AI-driven Credit Denials

​​​​​​​In September 2023, the Consumer Financial Protection Bureau (CFPB) issued guidance on the use of artificial intelligence in issuing credit denials, a prevalent practice among lenders. The CFPB explained that when denying…more

Algorithms, Analytics, Artificial Intelligence, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB)

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MDL Panel Grants Transfer of Aflibercept BPCIA Case

As we previously reported, on January 11, 2024, Regeneron Pharmaceuticals, Inc. (“Regeneron”) moved to establish a multi-district litigation (“MDL”) for its aflibercept BPCIA litigation, and to transfer its case against Amgen,…more

Amgen, BPCIA, Multidistrict Litigation, Patent Litigation, Patents

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3 Reasons Beauty Cos. Should Consider Pursuing Patents

​​​​​​​Intellectual property protection is more important than ever in the beauty industry as the market for cosmetics becomes more crowded and competitive. Some cosmetic companies have used patents as a key tool to protect…more

Cosmetics, Counterfeiting, Intellectual Property Protection, Patents, Technology

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UK Spring Budget 2023: Implications and Insights for Real Estate Funds

Amongst the usual round of rate changes and technical measures (including replacement of the capital allowances “super-deduction” regime with full expensing for companies incurring expenditure on plant and machinery over the…more

Budgets, Consultation, HMRC, Investment Funds, Real Estate Investments

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Antitrust & Competition Technology Quarterly Update - Q1 2023

The start of 2023 has been a busy one, with global antitrust agencies advancing investigations and challenging a number of technology acquisitions. Future antitrust enforcement could also be shaped by new digital market…more

Acquisitions, Adobe, Antitrust Division, Broadcom, Competition

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Delaware Supreme Court Holds That Boards Must Satisfy the MFW Framework in Controller Transactions to Obtain Business Judgment Deference

In 2014, the Delaware Supreme Court held in Kahn v. M&F Worldwide Corp. (“MFW”) that a court will apply the entire fairness standard of review to freeze-out merger transactions between a controlled corporation and its…more

Business Judgment Rule, Compensation & Benefits, Corporate Governance, DE Supreme Court, Entire Fairness Standard

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Reopening Massachusetts: Updated Safety Standards for Office Spaces

On July 6, 2020, in connection with Massachusetts entering Phase Three of the Commonwealth’s COVID-19 reopening plan, the Massachusetts Executive Office of Housing and Economic Development published the Phase III Step 1…more

Business Travel, Contact Tracing, Coronavirus/COVID-19, Employer Responsibilities, Health and Safety

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REGENXBIO and Sarepta Agree to Stay Litigation Pending Outcome of Sarepta’s IPR Petition

​​​​​​​As we previously reported, REGENXBIO Inc. and the Trustees of the University of Pennsylvania filed suit in Delaware in June 2023 against Sarepta Therapeutics, Inc., Sarepta Therapeutics Three, LLC, and Catalent, Inc.,…more

Inter Partes Review (IPR) Proceeding, Patent Litigation, Patents, Pharmaceutical Industry, Pharmaceutical Patents

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Supreme Court Delivers Key Defense Victory by Limiting Section 11 Claims in Direct Listings - and Again Calling for a Rigid Application of the Tracing Requirement

On June 1, 2023, the United States Supreme Court issued a unanimous opinion that makes it more difficult for shareholders to bring Section 11 claims against companies that go public via direct listings. The case involved a class…more

Bylaws, Civil Monetary Penalty, Corporate Governance, Derivative Suit, Direct Listing

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COVID-19: Measures to Support the French Economy

The various thematic memos included below summarize the exceptional package enacted by the French State since the beginning of the lockdown (confinement) and aimed at supporting companies particularly affected by the economic…more

Contract Disputes, Coronavirus/COVID-19, Foreign Direct Investment, Foreign Investment, Insolvency

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Turbulent Banking Sector Renews Interest in Cash Management and Investment Policies

Silicon Valley Bank was a leading bank for the tech and life science sectors and for many of the venture capitalists who invest in those sectors. The bank’s abrupt disclosure on Wednesday, March 8, of significant losses on…more

Asset Management, Banking Sector, Banks, Deposit Accounts, Deposit Insurance

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Top IP, FDA, and Compliance Issues for Medtech Companies Transitioning to Data-Enabled Product Solutions

Medtech companies are evolving rapidly as more and more of them develop products that collect and leverage substantial patient and provider data. ​​​​​​​ Companies that once only developed hardware-based solutions for medical…more

Anti-Kickback Statute, Artificial Intelligence, Compliance, Cybersecurity, Data Collection

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ERISA Litigation Update - October 2022

Key Takeaway: The Sixth Circuit largely affirmed the grant of a motion to dismiss, but reversed the district court’s dismissal of the plaintiffs’ claim that the defendants had failed to select the lowest-cost share class of the…more

401k, Employee Benefits, Employee Retirement Income Security Act (ERISA), ERISA Litigation, Fiduciary Duty

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Deadline Approaching for Reporting 2021 ISO Exercises and ESPP Transfers

Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options…more

Employee Stock Purchase Plans, Filing Deadlines, Form 3921, Form 3922, Incentive Stock Options

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California OHCA Publishes Final Regulations Regarding Healthcare Transaction Filing Requirements and Review Process

California Senate Bill 184 (SB 184), which was passed in June 2022, created the state Office of Health Care Affordability (OHCA) to contain healthcare spending in California.  Effective for transactions closing on or after…more

Administrative Agencies, Comment Period, Corporate Practice of Medicine, Filing Deadlines, Filing Requirements

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New Costs For Landlords Due To Carbon Dioxide Cost Allocation Act

The Lower House of the German Parliament (Deutscher Bundestag) passed the Act on the Allocation of Carbon Dioxide Costs (Carbon Dioxide Cost Allocation Act - CO2KostAufG on August 24, 2022, printed matter (Bundesdrucksache)…more

Cost Allocation, Emissions Trading System, Germany, Landlords, New Legislation

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Supreme Court Upholds Strict Time Limit for Securities Actions

On June 26, 2017, the Supreme Court issued a decision in the closely watched case of California Public Employees’ Retirement System v. ANZ Securities, Inc., holding that claims under Section 11 of the Securities Act of 1933 must…more

CalPERS v ANZ Securities, Class Action, SCOTUS, Section 11, Securities Act of 1933

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Third Circuit Holds Discovery Rule Does not Apply to FDCPA Limitations Period

On May 15, 2018, the United States Court of Appeals for the Third Circuit issued an important decision regarding the statute of limitations under the Fair Debt Collection Practices Act (FDCPA), 15 U.S.C. § 1692, et seq. In…more

Appeals, Claims Limitations Period, Discovery Rule, Equitable Tolling, FDCPA

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What to Know; High Court Bars Use of Bitcoin as Security

The High Court recently refused to allow security for costs to be provided in the form of bitcoin in Tulip Trading Limited v Bitcoin Association for BSV and others [2022] EWHC 141 (Ch). This is understood to be the first attempt…more

Bitcoin, Cryptocurrency, Digital Currency, Market Volatility, Popular

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Introduction To “Friends Of” Organizations

Under § 170(c) of the Internal Revenue Code of 1986 as amended (the “Code”), a U.S. taxpayer may only claim a deduction on his or her federal income tax return for contributions made to 501(c)(3) charitable organizations created…more

501(c)(3), Best Practices, Charitable Organizations, Federal Taxes, Foreign Charities

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Ninth Circuit Limits CFAA to Digital "Breaking and Entering," Finds LinkedIn Likely Has No CFAA Claim Against Web Scraper

On remand from the U.S. Supreme Court, the U.S. Court of Appeals for the Ninth Circuit reaffirmed a California district court’s order preliminarily enjoining LinkedIn from denying hiQ Labs, a data analytics company, access to…more

Cease and Desist, Computer Fraud and Abuse Act (CFAA), Contract Claims, Data Collection, Irreparable Harm

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Bridging the Gap: How Deals Are Getting Done in a Difficult Debt Market

The hospitality industry is facing an unusual challenge. With rising consumer demand, hotels are hitting — and even exceeding — pre-pandemic levels for revenue per available room (RevPar) and EBITA. Yet interested investors are…more

Acquisitions, Debt Financing, Debt Market, EBITDA, Interest Rates

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Gone Phishing? Wire Fraud Scams Continue Unabated Throughout 2021 So Far

By this point, most businesses that regularly send and receive funds electronically have heard about the risk of wire fraud scams in which an intruder changes wiring instructions and diverts funds to its own account, insidiously…more

Best Practices, Business E-Mail Compromise (BEC), Cyber Attacks, Cyber Crimes, Cybersecurity

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Pension Schemes Act 2021: The Impact of New Criminal Liability on Restructuring and Corporate Transactions

THE PENSION SCHEMES ACT 2021 - The Pension Schemes Bill 2019-20 (“the Bill”) was first published on 16 October 2019. Following the dissolution of the 2017-2019 Parliament at the end of the 2019 session, the Bill was…more

Criminal Liability, Defined Benefit Plans, Employee Benefits, Insolvency, Pension Schemes

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Ten Considerations for Large-Cap and Upper-Middle-Market Borrowers in Early Stages of Distress

Companies continue to face economic uncertainty caused by a variety of factors such as high interest rates, changing consumer spending habits, a tight debt and equity environment, labor market and inflationary pressures,…more

Commercial Loans, Corporate Restructuring, Credit Facilities, Debt Restructuring, Default

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Marketing Crypto Assets to EU Investors Under MICA: ESMA’s First Take on Reverse Solicitation

In our previous alert, we noted the statement of the European Securities and Markets Authority (ESMA) encouraging market participants and national competent authorities in EU member states to prepare for implementation of the…more

Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets, EU

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

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Founders Alert: Climate Tech Funding Outlook for 2023

Despite the uncertain atmosphere with the collapse of Silicon Valley Bank and a drop in venture capital funding last year, the end of 2022 closed out another marquee year for state and private funding of climate technology and…more

Biden Administration, Climate Change, Department of Energy (DOE), Energy Sector, Forest Service

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In Updated Guidance on Use of Tracking Technologies by HIPAA Regulated Entities, HHS-OCR Takes Expansive View of When Information Related to Unauthenticated Individuals Is PHI

On March 18, 2024, the U.S. Department of Health and Human Services Office for Civil Rights (HHS-OCR) revised its controversial December 2022 bulletin (the December 2022 Bulletin) regarding the use of tracking technologies by…more

Business Associates, Covered Entities, Department of Health and Human Services (HHS), Enforcement, Enforcement Priorities

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The SEC’s New Private Funds Rules on Preferential Treatment: How Do They Compare With the AIFMD?

The US Securities and Exchange Commission (SEC) recently adopted new rules for private fund managers, which we covered in our alert SEC Adopts Expansive (Albeit Slightly Softened) Private Funds Rules. The new rules include…more

AIFM, Alternative Investment Fund Managers Directive (AIFMD), EU, Institutional Investors, Member State

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Responsible Mercury Management Post-MEBA

Several domestic industries have historically produced elemental mercury as either a main product or a byproduct of their operations. This mercury has typically been sold to third parties that have utilized it in the production…more

Chemicals, Environmental Liability, Environmental Policies, Mercury, Toxic Exposure

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2015 Amendments to the Federal Rules of Civil Procedure Provide Opportunities for More Aggressive Case Management

On December 1, 2015, substantial changes to the Federal Rules of Civil Procedure (FRCP or Rules) will take effect. The Rule changes affect many aspects of federal court practice, most significantly with respect to the scope of…more

Amended Regulation, Case Management, Cooperation, Discovery, Federal Rules of Civil Procedure

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Federal Government Releases Proposed Guidance for Exercising “March-In” Rights Under the Bayh-Dole Act: Q & A

On December 8, 2023, the National Institute of Standards and Technology (NIST) published a draft guidance document regarding the government’s exercise of “march-in” rights under the Bayh-Dole Act. The following Q&A, in…more

Bayh-Dole Act, Life Sciences, March-in-Rights, NIST, Patent Applications

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What’s in a Name? Why Your “Dual Class” IPO Should Be a “Dual Series” IPO Instead

We recently represented Klaviyo, Inc. (NYSE: KVYO), in its $576 million initial public offering on the New York Stock Exchange. As has been extensively reported in the media, Klaviyo’s very successful offering represented the…more

Articles of Incorporation, Common Stock, Corporate Governance, Delaware General Corporation Law, Form S-1

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Major Life Sciences Licensing Deal Trends in China in 2023

This is the first of two articles focused on 2023 life sciences deals in China. The second article, which is coming soon, looks at trends in M&A.  In 2023, there were 240 reported life sciences licensing deals in China, an…more

China, Foreign Entities, IP License, Licenses, Multinationals

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SEC Approves December 1st Deadline for NYSE and Nasdaq Clawback Policies: Preparations Companies Should Consider Undertaking Now

On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) approved amendments filed earlier that week by the New York Stock Exchange (NYSE) and The Nasdaq Stock Exchange (Nasdaq) that, among other things, provided that…more

Clawbacks, Corporate Officers, Disclosure Requirements, Executive Compensation, Incentive Compensation

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When Your Investment Is Rockin’ And CFIUS Comes A-Knockin’: The CFIUS Non-Notified Process

Much has been reported in the media about the efforts of the Committee on Foreign Investment in the United States (CFIUS) to investigate — and, where appropriate, mitigate, or even divest — transactions that the parties did not…more

CFIUS, Covered Transactions, Filing Requirements, Foreign Investment, National Security

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FCC Proposes New, Stricter TCPA Rules That Would Limit Lead Generation to One-Company Consent

On November 22, 2023, the FCC released a Second Report and Order, Further Notice of Proposed Rulemaking, and Waiver Order (Report and Order) outlining new, proposed rules implementing the Telephone Consumer Protection Act, 47…more

ATDS, Auto-Dialed Calls, Do Not Call List, FCC, Lead Generators

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SEC Files First Enforcement Complaint Under Liquidity Rule

On May 5, 2023, the U.S. Securities & Exchange Commission filed its first enforcement complaint under Rule 22e-4 of the Investment Company Act of 1940, 17 C.F.R. § 270.22e-4 (the Liquidity Rule). The complaint was brought…more

Enforcement Actions, Investment Adviser, Investment Company Act of 1940, Investment Funds, Liquidity

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Second Circuit Rules that Syndicated Loans Are Not “Securities” Under State and Federal Law

On August 24, 2023, the U.S. Court of Appeals for the Second Circuit in Kirschner unanimously  held that notes evidencing syndicated loans do not plausibly qualify as “securities” covered by state and federal securities laws…more

Borrowers, Breach of Duty, Chapter 11, Commercial Loans, Covenant of Good Faith and Fair Dealing

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Be Mindful of Phantom Equity

A new case demonstrates the importance of conducting due diligence on compensatory arrangements and adjusting capitalization representations in merger agreements accordingly. Phantom equity is a form of employee…more

Contract Terms, Due Diligence, Equity Compensation, Equity Securities, Merger Agreements

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Collaboration, License and other Commercial Agreements: Key Considerations for Life Sciences Companies in the Age of COVID-19

The COVID-19 pandemic is continuing to cause major global disruption to the activities of development stage and other life sciences companies due to, among other factors, limited or no access to clinical trial sites, reduced…more

Arbitration, Commercial Contracts, Commercially Reasonable Efforts, Coronavirus/COVID-19, Force Majeure Clause

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New Guidance on Los Angeles Measure ULA (Mansion Tax) Exemptions

It has been more than three months since Measure ULA (a/k/a the LA Mansion Tax and the Homelessness and Housing Solutions Tax) became effective in the City of Los Angeles. Measure ULA imposes a new special transfer tax (the ULA…more

Commercial Property Owners, Municipalities, New Guidance, Property Tax, Realty Transfer Taxes

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Acquiring or Investing in EU Crypto-Asset Businesses: Further Clarity on MiCA

In our previous alert “Acquiring or Investing in EU Crypto-Asset Businesses: MiCA’s Impact,” we discussed the impact of the European Union (EU) Markets in Crypto-Assets Regulation (MiCA) on the acquisition or investment in EU…more

Acquisitions, Anti-Money Laundering, Cryptoassets, Digital Assets, EU

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California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits

California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits; California District Court Dismisses Fraud-Related Claims Against AT&T; Third Circuit Holds Challenge to SEC’s Decision to…more

Administrative Procedure Act, Breach of Duty, Broker-Dealer, Certificates of Incorporation, Class Action

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Biometric Data Collection: A Significant Risk for the Real Estate Industry

Biometric building access controls (i.e., “smart access” technologies) have become increasingly popular among residential and commercial property managers for the enhanced security benefits that these solutions provide. The…more

Biometric Information, Biometric Information Privacy Act, Class Action, Commercial Leases, Commercial Property Owners

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France - Loi de finances pour 2024

La Loi de finances pour 2024 (LF 2024) a été publiée au Journal Officiel le 30 décembre 2023. Le présent bulletin décrit brièvement une sélection de mesures fiscales qu’elle contient…more

Corporate Finance, Corporate Taxes, France, International Finance

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Antitrust & Competition Technology 2023 Year in Review

Antitrust actions significantly impacted the technology sector in 2023 and are poised to have substantial repercussions in the future, affecting both major tech companies and emerging enterprises. In addition to a focus on the…more

Acquisitions, Antitrust Provisions, Competition, Department of Justice (DOJ), EU

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2023 Year in Review: Auto Loan Origination and Servicing

Welcome to the Auto Loan Origination and Servicing chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - We anticipate that the CFPB will continue its attempts to combat…more

Automotive Loans, CARS Rule, Consumer Financial Products, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB)

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California Attorney General Warns California-Chartered Banks and Credit Unions On Surprise Overdraft Fees and Returned Deposited Item Fees

On February 20, 2024, California Attorney General Rob Bonta issued a letter warning California-chartered banks and credit unions with assets under $10 billion that charging surprise overdraft fees and returned deposited item…more

Banks, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Credit Unions, Fees

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Delaware Supreme Court Holds That Boards Must Satisfy the MFW Framework in Controller Transactions to Obtain Business Judgment Deference

In 2014, the Delaware Supreme Court held in Kahn v. M&F Worldwide Corp. (“MFW”) that a court will apply the entire fairness standard of review to freeze-out merger transactions between a controlled corporation and its…more

Business Judgment Rule, Compensation & Benefits, Corporate Governance, DE Supreme Court, Entire Fairness Standard

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New Laws Reinforce California’s Hostility to Non-Competes with Notice Obligations and Civil Penalties

California recently enacted two bills — SB 699 and AB 1076 — amending and adding to Section 16600 of the California Business and Professions Code to broaden the scope of California’s already expansive prohibitions on…more

Amended Legislation, Business & Professions Code, Contract Terms, Employment Contract, New Legislation

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You May Have Already Agreed to Be Sued in Pennsylvania and Georgia: The Supreme Court Makes Jurisdiction Easier For State-Court Plaintiffs But Hints at a New Defense

The US Supreme Court has held that companies can be forced, as a condition of doing business in a state, to agree to be sued in that state’s courts — even if the lawsuit has nothing to do with that state. In its June 27, 2023,…more

Commerce Clause, Constitutional Challenges, Due Process, Foreign Corporations, General Jurisdiction

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Navigating The New Normal: Disruption And Reinvention: The Pivot to Local Supply Chains

It seems like there is a new article every day about how the COVID-19 pandemic has impacted the supply chain, particularly as economies reopen and we move into the next phase of the “new normal.” The disruptions in the supply…more

Biopharmaceutical, Business Disruption, Business Operations, Coronavirus/COVID-19, Distribution Centers

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Why Your Consumer Complaint Response Function Is Vital to Your Business

If you’re offering a financial product or service to consumers, such as a deposit account, loan, credit card, or payment service, you need a strong consumer complaint response function. This is true whether you’re an established…more

Compliance, Compliance Management Systems, Consumer Complaint System, Consumer Financial Products, Consumer Lenders

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2023 Year in Review: Data Privacy and Cybersecurity

Welcome to the Data Privacy and Cybersecurity chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - Amendments to key rules and regulations will take effect in 2024, promising…more

Amended Regulation, Biden Administration, California Consumer Privacy Act (CCPA), Class Action, Cybersecurity

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U.S. Supreme Court Approves Employment Arbitration Agreements with Class Action Waivers

On May 21, 2018, the U.S. Supreme Court upheld the enforceability of class action waivers in employment arbitration agreements in its Epic Systems v. Lewis decision. Because private arbitration is generally viewed as a speedier,…more

Arbitration, Arbitration Agreements, Class Action Arbitration Waivers, Epic Systems Corp v Lewis, Ernst & Young v Morris

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First Biosimilar Making “Paragraph IV” Certification under China’s New Patent Law: Bio-Thera Solutions Announced NMPA Acceptance of aBLA for Tocilizumab

On November 8, 2021, Bio-Thera Solutions, Ltd. announced that China’s National Medical Products Administration has accepted the marketing authorization application for BAT1806, a biosimilar of Roche’s Actemra® (tocilizumab),…more

Biosimilars, China, Patents, Pharmaceutical Industry, Pharmaceutical Patents

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Central District of California Authorizes Service of John Doe Summons on Cryptocurrency Dealer

​​​​​​​On August 15, 2022, the United States District Court for the Central District of California authorized the IRS to serve a “John Doe” summons on Ox Labs Inc., a cryptocurrency prime dealer doing business as SFOX…more

Class Action, Cryptocurrency, CVS, Elon Musk, Fraud

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Ninth Circuit Limits CFAA to Digital "Breaking and Entering," Finds LinkedIn Likely Has No CFAA Claim Against Web Scraper

On remand from the U.S. Supreme Court, the U.S. Court of Appeals for the Ninth Circuit reaffirmed a California district court’s order preliminarily enjoining LinkedIn from denying hiQ Labs, a data analytics company, access to…more

Cease and Desist, Computer Fraud and Abuse Act (CFAA), Contract Claims, Data Collection, Irreparable Harm

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Kansas Becomes Fourth State to Enact Law Regulating Earned Wage Access Services

Kansas has become the fourth state (and the second in 2024) to enact a law that establishes a financial services oversight regime for earned wage access services, also known as on-demand pay services, which allow workers to…more

Financial Services Industry, New Legislation, Registration Requirement, Regulatory Oversight, Unpaid Wages

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At the Intersection of ‘S’ and ‘G’ of ESG: London Leading the Way on Board Diversity - An Update on Latest FTSE Women Leaders Review and Parker Review Reports

Following the recent changes made to the UK Listing Rules that require Main Market–listed companies to comply with or explain against target board diversity disclosure and diversity data-reporting requirements, London is leading…more

Board of Directors, Corporate Governance, Diversity and Inclusion Standards (D&I), Environmental Social & Governance (ESG), Listing Rules

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9 Key Takeaways From Goodwinʼs Legal Operations & Corporate Counsel Roundtable

Strategies and best practices to contain costs, maximize efficiencies and leverage innovation to collaborate across teams - Goodwin, in conjunction with the Northeast chapter of the Association of Corporate Counsel (ACC),…more

Best Practices, Business Development, Business of Law, Corporate Counsel, Diversity

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Incentive Equity: Vesting Criteria for Management Teams of PE-Backed Portfolio Companies

Vesting terms for incentive equity arrangements of private equity (PE) backed portfolio companies can come in many shapes and sizes. While many PE sponsors have their own preferred vesting terms, deal practitioners should have a…more

Incentive Compensation, Investment, Investors, Portfolio Companies, Private Equity

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Envisioning the New Normal: Real Estate + Technology: Part 6: Multifamily

This article is the sixth in a multi-part series examining the impact of the COVID-19 pandemic on select real estate sectors and the considerations around how technologies will shape future operations and accelerate means to…more

Business Operations, Coronavirus/COVID-19, Electronic Communications, Health and Safety, Internet

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EU and non-EU Managers of Luxembourg Funds: Weekly Updates for the CSSF

Various measures have been implemented in Luxembourg to help Luxembourg funds tackle the impact of the COVID-19 outbreak... This is a fast-moving crisis and it is important to closely monitor the outbreak, its business impact…more

Asset Management, CSSF, EU, European Securities and Markets Authority (ESMA), Investment Funds

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Supreme Court Limits Expression-Based Defenses to Trademark Claims

On June 7, 2023, the U.S. Supreme Court issued its decision in Jack Daniel’s Properties v. VIP Products, reversing the Ninth Circuit and holding in favor of the owner of the Jack Daniel’s whiskey brand. In a unanimous decision,…more

Andy Warhol Foundation for the Visual Arts Inc v Goldsmith, Dilution, First Amendment, Intellectual Property Protection, Jack Daniels Properties Inc v VIP Products LLC

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A Step Towards Guidance Instead of Regulation by Litigation in the ESOP Space

Employee Stock Ownership Plans (ESOPs), their sponsors and participants, and other industry players will welcome the news announced by the ESOP Association on April 14, 2023, that the Department of Labor (DOL) has committed to…more

Benefit Plan Sponsors, Consideration, Department of Labor (DOL), Employee Benefits, ESOP

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FDA Targets April 2024 for Laboratory Developed Test (LDT) Final Rule

On December 6, 2023, the Office of Information and Regulatory Affairs (“OIRA”) released the Fall 2023 Unified Agenda of Regulatory and Deregulatory Actions (the “Agenda”), a semiannual compilation of information regarding…more

Clinical Laboratories, Diagnostic Tests, Final Rules, Food and Drug Administration (FDA), Laboratory Developed Tests

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Antitrust & Competition Technology Quarterly Update - Q2 2023

Antitrust enforcers remained active across the globe, with the announcement by the FTC and DOJ of proposed guidelines that have an emphasis on tech mergers in the United States, and several investigations of major tech deals…more

Acquisitions, Adobe, Antitrust Division, Antitrust Investigations, Antitrust Provisions

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Amplifying Operational Real Estate with Proptech

Real estate investors are increasingly turning to operational real estate (ORE) to capture higher margins, particularly as margins shrink on traditional real estate investments. But ORE offers higher returns in part because it…more

Asset Class, Business Operations, Data Collection, Energy Efficiency, Institutional Investors

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Genentech and Partners Voluntarily Dismiss IPR Appeals Related to Genentech’s ACTEMRA® (Tocilizumab)

​​​​​​​On February 12, 2024, Chugai, Genentech, and Hoffmann-La Roche filed a motion for voluntary dismissal of their appeals of the PTAB’s Final Written Decisions in IPR2022-00578 and IPR2022-00579. The appeals concerned IPRs…more

Celltrion, Dismissals, Genentech, Inter Partes Review (IPR) Proceeding, Patent Litigation

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The Supreme Court Provides Guidance on the Standard for Deciding Price Impact at Class Certification in Securities Fraud Cases

In Goldman Sachs Group, Inc. v. Arkansas Teacher Retirement System, the U.S. Supreme Court answered two important questions regarding the standards that govern class certification in securities fraud actions, affirming the…more

Arkansas Teacher Retirement System v Goldman Sachs Group, Basic v Levinson, Burden of Persuasion, Burden of Proof, Class Action

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Order in Amgen v. Sandoz Provides First Judicial Interpretations of the BPCIA Patent Dispute Resolution Provisions

On March 19, 2015, the District Court for Northern District of California (Judge Seeborg), issued an order providing one of the first judicial interpretations of the patent dispute resolution provisions laid out in subsection…more

Amgen, Biologics, BPCIA, Dispute Resolution, Food and Drug Administration (FDA)

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Pre-revenue Specialist Technology Companies May Soon List in Hong Kong

​​​​​​​In an effort to close the gap with the U.S. and Mainland China in terms of the number and market capitalization of publicly listed companies in certain advanced or new technology industries, on October 19, 2022, the Hong…more

Consultation, Emerging Technology Companies, Hong Kong, Hong Kong Stock Exchange, Listing Rules

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U.S. Supreme Court Rules Students Can Pursue Free Speech Claims Against College Based On Policies No Longer In Effect

On March 8, 2021, the U.S. Supreme Court held in Uzuegbunam v. Preczewski that claims challenging a campus policy on distribution of religious literature were not mooted by the school’s decision to change the policy…more

First Amendment, Mootness, Nominal Damages, Religious Expression, School Policies

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Issue 34: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This monthly digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Administrative Patent Judges, Appointments Clause, Covered Business Method Patents, Denial of Institution, Director of the USPTO

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New IRS and FinCEN Reporting Requirements for Businesses that Accept Payments in Digital Assets

Although the Internal Revenue Service (IRS) has postponed broker-related digital asset reporting, a less publicized requirement that applies long-standing reporting rules for physical cash payments to businesses that accept…more

Brokers, Cash Transactions, Digital Assets, Electronic Filing, Exceptions

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Court Dismisses Post-SPAC Class Action for Lack of Standing

On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds…more

Board of Directors, Class Action, Conflicts of Interest, Corporate Officers, Cryptocurrency

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Horizon Scan for Private Investment Funds: Key Recent and Expected Funds, Regulatory and Tax Developments to Look Out For - May 2023

Welcome to the second edition of our Horizon Scan, where we focus on some of the principal recent and expected developments and changes that we expect to be of interest to those in the non-listed funds sector. We have grouped…more

AIFM, Alternative Investment Fund Managers Directive (AIFMD), Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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Washington’s My Health My Data Act Comes Into Force - What You Need to Know, and Do

On March 31, 2024, the Washington My Health My Data Act (MHMDA), a comprehensive consumer health privacy law, will come into force. Small businesses – defined as those processing consumer health data of fewer than 100,000…more

Advertising, Consent, Consumer Privacy Rights, Data Privacy, Exemptions

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Blind Pool REIT IPOs: Real Estate Sponsors Are Getting Ready To Jump Back In

Coming out of the Great Recession, there was a rush by real estate sponsors to raise “blind pool” capital to take advantage of displacement and distress in the real estate market. From 2009 through 2010, 30 new public real…more

Capital Raising, Commercial Property Owners, Disclosure Requirements, Financial Distress, Initial Public Offering (IPO)

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SEC Approves December 1st Deadline for NYSE and Nasdaq Clawback Policies: Preparations Companies Should Consider Undertaking Now

On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) approved amendments filed earlier that week by the New York Stock Exchange (NYSE) and The Nasdaq Stock Exchange (Nasdaq) that, among other things, provided that…more

Clawbacks, Corporate Officers, Disclosure Requirements, Executive Compensation, Incentive Compensation

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Ninth Circuit Limits CFAA to Digital "Breaking and Entering," Finds LinkedIn Likely Has No CFAA Claim Against Web Scraper

On remand from the U.S. Supreme Court, the U.S. Court of Appeals for the Ninth Circuit reaffirmed a California district court’s order preliminarily enjoining LinkedIn from denying hiQ Labs, a data analytics company, access to…more

Cease and Desist, Computer Fraud and Abuse Act (CFAA), Contract Claims, Data Collection, Irreparable Harm

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U.S. House Proposals Would Significantly Impact Estate Planning for High Net Worth Individuals If Enacted

The U.S. House Committee on Ways and Means’ tax proposals would significantly impact estate planning for high net worth individuals if enacted. Gift, estate and GST exemption amounts would be decreased; grantor trusts would be…more

Asset Valuations, Estate Planning, Estate Tax, Estate-Tax Exemption, Federal Taxes

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Employment Status - A View From Both Sides of the Pond

In recent years, employment status has been an evolving topic globally as various jurisdictions grapple with how to properly categorise increasingly flexible forms of working. A regulatory change in the United States by the…more

ABC Test, Classification, Department of Labor (DOL), Economic Realities Test, Employee Definition

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Major Life Sciences Licensing Deal Trends in China in 2023

This is the first of two articles focused on 2023 life sciences deals in China. The second article, which is coming soon, looks at trends in M&A.  In 2023, there were 240 reported life sciences licensing deals in China, an…more

China, Foreign Entities, IP License, Licenses, Multinationals

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Ten Considerations for Large-Cap and Upper-Middle-Market Borrowers in Early Stages of Distress

Companies continue to face economic uncertainty caused by a variety of factors such as high interest rates, changing consumer spending habits, a tight debt and equity environment, labor market and inflationary pressures,…more

Commercial Loans, Corporate Restructuring, Credit Facilities, Debt Restructuring, Default

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Federal Court of Appeals Rejects HHS Stance on Section 340B Contract Pharmacies

On January 30, 2023, the Court of Appeals for the Third Circuit issued a precedential decision rejecting a policy of the Department of Health and Human Services (HHS) in implementing the 340B Program. Under that policy, HHS took…more

Department of Health and Human Services (HHS), Drug Pricing, Life Sciences, Pharmaceutical Industry, Pharmacies

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2020 Year In Review Securities Litigation Against Technology Companies

In many ways, 2020 was an unprecedented year. In midMarch, the United States abruptly went into lockdown as coronavirus cases began to spike; a national emergency was declared, travel bans and gathering restrictions were…more

Class Action, Data Breach, Dismissals, Duty to Disclose, Failure To Disclose

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Fund Finance: 2023 Reflections and Looking Ahead to 2024

Goodwin is proud to be a platinum sponsor of the 2024 Global Fund Finance Symposium. As next week’s conference approaches and our clients, colleagues, and friends head toward Miami, the Goodwin Fund Finance team has paused to…more

Asia, Asia Pacific, Banking Crisis, Banks, Capital Markets

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Pre-revenue Specialist Technology Companies May Soon List in Hong Kong

​​​​​​​In an effort to close the gap with the U.S. and Mainland China in terms of the number and market capitalization of publicly listed companies in certain advanced or new technology industries, on October 19, 2022, the Hong…more

Consultation, Emerging Technology Companies, Hong Kong, Hong Kong Stock Exchange, Listing Rules

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Mandatory Licensing Regime for Virtual Asset Exchanges in Hong Kong

Hong Kong has traditionally been a hub for digital asset businesses in the region. As regulators in Hong Kong are working to tighten the regulatory regime on virtual asset exchanges, market players and investors seeking to take…more

AML/CFT, Compliance, Crypto Exchanges, Cryptoassets, Digital Assets

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Innovations in Private Fund Liquidity Solutions

NAV Financings and Preferred Equity: What Are They and Why Are They Used? In a changing economic landscape, fund sponsors are increasingly conscious of the need to shore up liquidity, whether to take advantage of the…more

Equity Financing, Financing, Lenders, Liquidity, NAV

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China is Entering a New Era in Data Protections

On November 1, 2021, the Personal Information Protection Law of the People’s Republic of China (the “PRC”) (the “Personal Information Protection Law”) went into effect, two months after the Data Security Law of the PRC (the…more

Anonymization, China, Consent, Cybersecurity, Data Collection

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New California Law to Require Venture Capital Firms to Disclose Founder Diversity Information

On October 8, 2023, California Governor Gavin Newsom signed into law Senate Bill 54 (“SB 54”), which will apply to a majority of U.S. venture capital investment firms, even if they are not based in California. SB 54 aims to…more

Disclosure Requirements, Diversity, Diversity and Inclusion Standards (D&I), Governor Newsom, New Legislation

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Incentive Equity: Vesting Criteria for Management Teams of PE-Backed Portfolio Companies

Vesting terms for incentive equity arrangements of private equity (PE) backed portfolio companies can come in many shapes and sizes. While many PE sponsors have their own preferred vesting terms, deal practitioners should have a…more

Incentive Compensation, Investment, Investors, Portfolio Companies, Private Equity

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Pre-revenue Specialist Technology Companies May Soon List in Hong Kong

​​​​​​​In an effort to close the gap with the U.S. and Mainland China in terms of the number and market capitalization of publicly listed companies in certain advanced or new technology industries, on October 19, 2022, the Hong…more

Consultation, Emerging Technology Companies, Hong Kong, Hong Kong Stock Exchange, Listing Rules

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Fund Finance: 2023 Reflections and Looking Ahead to 2024

Goodwin is proud to be a platinum sponsor of the 2024 Global Fund Finance Symposium. As next week’s conference approaches and our clients, colleagues, and friends head toward Miami, the Goodwin Fund Finance team has paused to…more

Asia, Asia Pacific, Banking Crisis, Banks, Capital Markets

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Open Licenses: An Overview of Open Licenses for Images, Photos, Videos, and Software

Non-profit organizations often use third-party images, photos, videos, or software in their everyday operations. It is often beneficial to leverage such materials that are licensed under “open licenses” because they are free to…more

Copyright, Intellectual Property Protection, Nonprofits, Notice Requirements, Open Source Software

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COVID-19: Business Interruption and Insurance Amid a Pandemic

Businesses in the United States and around the world are undergoing a fundamental and unprecedented disruption as a result of the coronavirus pandemic (COVID-19). State governments have issued “shelter-in-place” and…more

Business Closures, Business Disruption, Business Interruption, Coronavirus/COVID-19, Critical Infrastructure Sectors

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Delaware Court of Chancery Invalidates Governance Rights in Stockholder Agreement

On February 23, 2024, the Delaware Court of Chancery issued a decision in a class action lawsuit (West Palm Beach Firefighters’ Pension v. Moelis & Co.) that concluded most of the control provisions in a stockholder agreement in…more

Blocking Power, Board of Directors, Class Action, Contract Terms, Corporate Charters

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

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ERISA Litigation Update - July 2021

Welcome to Goodwin’s ERISA Litigation Update. Litigation involving ERISA-governed benefits plans has exploded in recent years. Lawyers in our award-winning ERISA Litigation practice have extensive experience litigating these…more

401k, Administrative Expenses, Benefit Plan Sponsors, Breach of Duty, Certiorari

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Notable Differences Between US and UK M&A Deal Terms

Despite a recent slowdown in global M&A activity, the private M&A market in both the US and the UK remains intensely competitive due to an abundance of available capital. As a consequence, and in order to present potential…more

Acquisition Agreements, Acquisitions, Contract Terms, Due Diligence, Merger Agreements

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The Department of Labor Finalizes Changes to the QPAM Exemption - A Favored Management Tool Gets Less User-Friendly

On April 3, 2024, the Department of Labor (DOL) published final changes to Prohibited Transaction Class Exemption 84-14, commonly known as the “QPAM Exemption”. The changes make reliance on the QPAM Exemption more burdensome and…more

Banking Sector, Benefit Plan Sponsors, Department of Labor (DOL), Employee Retirement Income Security Act (ERISA), Exemptions

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Satisfying “Commercially Reasonable Efforts” / “Best Efforts” Clauses In Today’s Environment

Over the past several weeks, the novel coronavirus (COVID-19) has upended the marketplace and imposed upon industries, companies, and their workforce new and often unanticipated challenges and delays. Many deal and commercial…more

Best Efforts Clauses, Commercially Reasonable Efforts, Contract Drafting, Contract Terms, Coronavirus/COVID-19

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Horizon Scan for Private Investment Funds: Key Recent and Expected funds, Regulatory and Tax Developments to look out for - February 2024

Welcome to the first edition of our Horizon Scan for 2024: key recent and expected funds, regulatory and tax developments to look out for. As before, we focus on the most important developments and changes that we expect to be…more

Consumer Financial Contracts, Corporate Governance, Decentralized Finance (DeFi), Disclosure Requirements, Diversity

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Durations in M&A Exclusivity Periods Have Increased Significantly Since 2021

Market conditions suggest that the trend toward longer durations will continue in 2023. Amid the current economic uncertainty, many PE buyers are taking extra precautions to ensure that the deals they pursue will deliver…more

Acquisitions, Exclusivity, Exclusivity Clauses, Investors, Mergers

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Irreconcilable? The EU’s Article 8 and “Anti-ESG” Investor Demands

As the market continues to evolve with the dynamics of sustainable finance legislation, managers are often facing challenges in how to best navigate competing investor demand and sentiment on environmental, social, and…more

Climate Change, Disclosure Requirements, Environmental Social & Governance (ESG), EU, Investors

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U.S. SBA Provides Important New Guidance And Announces “Amnesty” Program For PPP Loan Applicants

On April 23, 2020, the U.S. Small Business Administration (“SBA”) issued additional guidance in the form of “Frequently Asked Questions” that could have significant ramifications for companies that have applied, or are…more

Amnesty, Borrowers, Coronavirus/COVID-19, Lenders, Loan Applications

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Washington’s My Health My Data Act Comes Into Force - What You Need to Know, and Do

On March 31, 2024, the Washington My Health My Data Act (MHMDA), a comprehensive consumer health privacy law, will come into force. Small businesses – defined as those processing consumer health data of fewer than 100,000…more

Advertising, Consent, Consumer Privacy Rights, Data Privacy, Exemptions

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Massachusetts AG Enters Consent Judgment with Used Car Company Resolving Predatory Lending Lawsuit

On March 9, 2020, the Massachusetts attorney general’s office (Massachusetts AG) announced ?that it had entered into a consent judgment with a national used car company resolving allegations that the company’s local…more

Automotive Industry, Consent Order, Consumer Lenders, Enforcement Actions, Nonbank Firms

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SEC Enforcement Broadens Its Crypto Focus

On May 6, 2022, the U.S. Securities and Exchange Commission announced that it settled charges against NVIDIA Corporation alleging that the company’s disclosures regarding the impacts of increased use of its gaming products by…more

Bitcoin Mining, Corporate Counsel, Cryptoassets, Decentralized Finance (DeFi), Enforcement Actions

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Effects of COVID-19 on Commercial Leases in Germany

The COVID-19 pandemic is causing massive disruption to landlords and tenants of commercially used spaces. Many tenants are affected by reduced customer frequency, supply bottlenecks or staff illnesses. Also, the German federal…more

Commercial Leases, Commercial Tenants, Contract Terms, Coronavirus/COVID-19, Force Majeure Clause

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Turbulent Banking Sector Renews Interest in Cash Management and Investment Policies

Silicon Valley Bank was a leading bank for the tech and life science sectors and for many of the venture capitalists who invest in those sectors. The bank’s abrupt disclosure on Wednesday, March 8, of significant losses on…more

Asset Management, Banking Sector, Banks, Deposit Accounts, Deposit Insurance

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Commercial Leasing in Massachusetts: SJC Confirms Enforceability of Accelerated Rent as Liquidated Damages

On September 25, 2023, the Massachusetts Supreme Judicial Court issued an important decision that affects commercial landlords’ ability to accelerate rent as liquidated damages after a Lessee’s default in Cummings Properties,…more

Accelerated Payments, Commercial Leases, Commercial Property Owners, Commercial Tenants, Contract Terms

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No License, No Chips, No Problem: Ninth Circuit Delivers Qualcomm a Win in Antitrust Case Brought by the US Federal Trade Commission

In a much anticipated opinion, the U.S. Court of Appeals for the Ninth Circuit reversed a California district court decision holding that Qualcomm violated U.S. antitrust laws in its licensing of standard-essential patents in…more

5G Network, Anti-Competitive, Antitrust Provisions, Antitrust Violations, Appeals

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ELTIF 2.0 RTS: Commission Orders ESMA to Think Again

In our previous alert, we looked at the draft revised Regulatory Technical Standards (RTS) supplementing the amended ELTIF Regulation (ELTIF 2.0) published by the European Securities and Markets Authority (ESMA) in its December…more

Capital Markets, Capital Markets Union, ELTIF, EU, European Commission

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U.S. Department of Labor Issues Proposed Amendment to QPAM Exemption

On July 26, 2022, the U.S. Department of Labor (the “Department”) issued a proposal to amend prohibited transaction class exemption 84-14 (the “QPAM Exemption”) under ERISA. The QPAM Exemption currently allows a plan’s…more

Comment Period, Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA), Exemptions

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Hurry Up and Wait: California Passes New Help Law But Isn't Required to Submit Federal Plan Until 2020

On September 13, 2019 — the final day of the 2019 legislative session — both houses of the California Legislature unanimously passed SB-153, which may be California’s most significant industrial hemp legislation since the…more

Agricultural Sector, Farm Bill, Hemp, Marijuana, Marijuana Cultivation

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Federal Circuit Provides Additional Guidance on Litigation Stays Pending USPTO Post-Grant Proceedings

The Federal Circuit reversed yet another denial of a motion to stay pending a USPTO post-grant trial, this time involving a case pending in the District of Delaware. In its decision,Versata Software, Inc. v. Callidus Software,…more

America Invents Act, Covered Business Method Patents, Motion To Stay, Patent Litigation, Patents

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Intellectual Property: Overview and Key Issues for Tax-Exempt Organizations

“Intellectual property” refers to a category of intangible property that derives from the work of the mind or intellect, such as an idea, process, creative work, symbol or name used in commerce. Even though intellectual property…more

Copyright, Copyright Infringement, Copyright Registration, Intellectual Property Protection, Nonprofits

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Fifth Circuit Holds That Waiver of Right To Arbitrate Is Claim Specific

On September 14, 2021, the United States Court of Appeals for the Fifth Circuit held that One Technologies, L.P. (One Tech) did not waive its right to compel arbitration of plaintiff’s federal claim under the Credit Repair…more

Appeals, Arbitration, Binding Arbitration, Contract Terms, Credit Reports

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OCC Reconsiders Controversial Revisions to CRA Rules

In This Issue. The Office of the Comptroller of the Currency (OCC) announced that it will reconsider its controversial June 2020 final rule revising its Community Reinvestment Act (CRA) rules, and published its Semiannual Risk…more

Artificial Intelligence, Banking Sector, Comment Period, Community Reinvestment Act, Consumer Financial Protection Bureau (CFPB)

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DoD Significantly Expands Voluntary Cybersecurity Program for Defense Contractors

The U.S. Department of Defense (DoD) published a finalized rule on March 12, 2024, which expands access to defense contractors who wish to participate in the Defense Industrial Base (DIB) Cybersecurity (CS) Program…more

Cyber Incident Reporting, Cybersecurity, Defense Sector, Department of Defense (DOD), Federal Contractors

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Investors Should Seize the Renewables Opportunity in Real Estate

Investors that pursue operational real estate strategies focused on renewables can capture higher margins while contributing to the global shift away from fossil fuels. Real estate, which accounts for about 39% of global…more

Climate Change, Compliance, Environmental Social & Governance (ESG), Landlords, Operational Permits

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CFPB Increases Scrutiny on Student Loan Servicers

On February 18, 2022, the Consumer Financial Protection Bureau (CFPB) issued a Compliance Bulletin and Policy Guidance (Bulletin) regarding the servicing of Federal student loans for borrowers who may be eligible under the…more

Consumer Financial Protection Bureau (CFPB), Department of Education, Loan Forgiveness, Loan Servicer, Student Loans

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The Impact of Technology in the Growth of the Life Sciences Industry

Perhaps nowhere do technology and real estate intersect more deeply than in the life sciences industry, where sophisticated technologies are integral to tenants’ operations. The life sciences industry, which was experiencing…more

Biotechnology, Commercial Tenants, Coronavirus/COVID-19, Investors, Laboratories

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Bridging the Gap: How Deals Are Getting Done in a Difficult Debt Market

The hospitality industry is facing an unusual challenge. With rising consumer demand, hotels are hitting — and even exceeding — pre-pandemic levels for revenue per available room (RevPar) and EBITA. Yet interested investors are…more

Acquisitions, Debt Financing, Debt Market, EBITDA, Interest Rates

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Massachusetts Supreme Judicial Court Clarifies the Requirements for Shareholder Inspection Demands

In Chitwood v. Vertex Pharm. Inc., SJC-12101 (March 20, 2017), the Massachusetts Supreme Judicial Court (SJC) provided important guidance on the scope of the Massachusetts shareholder inspection statute, Mass. G.L. 156D § 16.02,…more

Inspections, MA Supreme Judicial Court, Shareholder Litigation

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Impact of Tax Reform on the Private Equity Industry

On December 22, 2017, President Trump signed the revised tax reform bill (the Bill) into law. The Bill enacts the most sweeping changes to the Internal Revenue Code since the Tax Reform Act of 1986 and will significantly impact…more

Business Income, Carried Interest Tax Rates, Corporate Taxes, Internal Revenue Code (IRC), Private Equity

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Draft Implementing Rules of China’s Human Genetic Resources Regulations as Applied to Foreign Persons

The Administrative Regulations of the People’s Republic of China on Human Genetic Resources (the “Regulations”), promulgated by China’s State Council, have been in effect for almost three years. As the administrative department…more

Benefit Sharing Agreements, China, Clinical Trials, Collaboration, Comment Period

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British Columbia Announces Coverage of Three New Biosimilars for Blood Clot Prevention and Treatment

On March 22, British Columbia’s Ministry of Health announced that three new enoxaparin biosimilars, Valero Pharmaceuticals’ REDESCA, Juno Pharmaceuticals’ NOROMBY, and Sandoz’s INCLUNOX, would be covered by PharmaCare, the…more

Biosimilars, Canada, Ministry of Health, Prescription Drugs

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Antitrust & Competition Technology 2023 Year in Review

Antitrust actions significantly impacted the technology sector in 2023 and are poised to have substantial repercussions in the future, affecting both major tech companies and emerging enterprises. In addition to a focus on the…more

Acquisitions, Antitrust Provisions, Competition, Department of Justice (DOJ), EU

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2022 Year in Review: Securities Litigation Against Life Sciences Companies

We are proud to present our seventh annual Securities Litigation Year in Review publication, in which we analyze data for securities class actions filed nationally against publicly traded pharmaceutical, biotechnology, medical…more

Appellate Courts, Biotechnology, Class Action, Corporate Counsel, Life Sciences

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Issue 38: PTAB Trial Tracker

Fate of Fintiv - As discussed in our Client Alert, “Fintiv 2.0: USPTO Director Issues Guidance Softening Risk of Discretionary Denial,” USPTO Director Kathi Vidal issued a set of interim procedures clarifying how the PTAB…more

Inter Partes Review (IPR) Proceeding, Interim Guidance, Inventors, Patent Trial and Appeal Board, Patents

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Janssen and Samsung Bioepis Settle STELARA (Ustekinumab) Litigation

Samsung Bioepis recently reported that it has signed a settlement and license agreement with Johnson & Johnson (“J&J”) in the United States relating to SB17, Samsung Bioepis’s ustekinumab biosimilar to J&J’s STELARA®. If SB17 is…more

Biosimilars, License Agreements, Life Sciences, Patent Litigation, Patents

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Sunset on (some) Stamp Taxes: HMRC confirms 1.5% charge on issuance and capital raising transfers to depositary receipt and clearance systems will not apply

HM Revenue & Customs (“HMRC”) has published a policy paper, accompanied by draft legislation, which confirms the removal of the 1.5% charge to stamp duty and stamp duty reserve tax (“SDRT”) on the issuance of UK shares into…more

Bearer Shares, Capital Raising, Deposit Accounts, HMRC, Investors

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New Decision on Lease Rejection Damages

This alert highlights a recent decision by Judge Michael E. Wiles in the Bankruptcy Court for the Southern District of New York (“SDNY”), which held that lease rejection damages should be calculated using the “time approach”…more

Bankruptcy Code, Commercial Bankruptcy, Commercial Leases, Commercial Property Owners, Contract Term

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Year in Review: Top Legal Developments of 2023

​​​​​​​As we settle into 2024, we reflect on the significant legal developments of 2023 that hold potential impact on the biologics and biosimilars market. The following is a recap of some of the top five legal decisions and…more

Antitrust Litigation, Biologics, Biosimilars, BPCIA, Inflation Reduction Act (IRA)

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DOJ Formally Expands Corporate Enforcement Initiatives Designed to Encourage Company Disclosure & Cooperation

In its continuing efforts to encourage companies to self-report Foreign Corrupt Practices Act (FCPA) violations, the U.S. Department of Justice (DOJ) announced that it intends to formalize the application of the principles of…more

Acquisitions, Department of Justice (DOJ), Due Diligence, FCPA Corporate Enforcement Policy (CEP), Foreign Corrupt Practices Act (FCPA)

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Hospitality in the Metaverse

Hotels are increasingly about much more than a place to sleep. Particularly in the lifestyle and luxury sectors, hotels are focused on the entire guest experience, from enhanced and more diverse food and beverage offerings to…more

Hotels, Metaverse, Travelers

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UK ‘Future Fund’ Update

The British Business Bank has opened the application process for the Future Fund, a new fund that provides financing to UK start-ups and scale-ups in the form of a convertible loan which is invested directly by the UK…more

Banking Sector, Convertible Bonds, Convertible Debt, Convertible Notes, Eligibility

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The Digital Markets, Competition, and Consumers Bill

The Digital Markets, Competition, and Consumers Bill (the DMCC) was introduced in the House of Commons on 25 April 2023, and the second reading was held on 17 May. The DMCC aims to cover two main topics: (a) digital markets and…more

Consumer Protection Laws, Digital Markets Strategy, Digital Single Market, Enforcement, EU

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ITC 337 Quarterly Insider Q2 2020

Goodwin’s 337 Quarterly Insider remains the premiere publicly available source for keeping up to date on all meaningful decisions coming out of the Commission. Please find below Goodwin’s insights on the months of April, May,…more

Administrative Law Judge (ALJ), Cease and Desist Orders, Claim Construction, Claim Limitations, Confidentiality Agreements

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DOL Proposes Substantial Increases in Minimum Salary for Most Exemptions from Overtime Pay under the FLSA

On August 30, 2023, the Department of Labor (“DOL”) announced its issuance of a Notice of Proposed Rulemaking (“NPRM”). In the NPRM, the DOL proposes to increase substantially the salary threshold for most employees to be…more

Comment Period, Department of Labor (DOL), Exempt-Employees, Fair Labor Standards Act (FLSA), Highly Compensated Employees

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

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What’s in a Name? Why Your “Dual Class” IPO Should Be a “Dual Series” IPO Instead

We recently represented Klaviyo, Inc. (NYSE: KVYO), in its $576 million initial public offering on the New York Stock Exchange. As has been extensively reported in the media, Klaviyo’s very successful offering represented the…more

Articles of Incorporation, Common Stock, Corporate Governance, Delaware General Corporation Law, Form S-1

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Washington’s My Health My Data Act Comes Into Force - What You Need to Know, and Do

On March 31, 2024, the Washington My Health My Data Act (MHMDA), a comprehensive consumer health privacy law, will come into force. Small businesses – defined as those processing consumer health data of fewer than 100,000…more

Advertising, Consent, Consumer Privacy Rights, Data Privacy, Exemptions

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What’s in a Name? Why Your “Dual Class” IPO Should Be a “Dual Series” IPO Instead

We recently represented Klaviyo, Inc. (NYSE: KVYO), in its $576 million initial public offering on the New York Stock Exchange. As has been extensively reported in the media, Klaviyo’s very successful offering represented the…more

Articles of Incorporation, Common Stock, Corporate Governance, Delaware General Corporation Law, Form S-1

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ESG / Sustainability-Related Terms in Fund Names: Some News from ESMA

The market had been expecting feedback by now from the European Securities and Markets Authority (ESMA) regarding its November 2022 consultation on its guidelines on funds’ names using ESG or sustainability-related terms…more

Alternative Investment Fund Managers Directive (AIFMD), Environmental Social & Governance (ESG), European Securities and Markets Authority (ESMA), European Supervisory Authorities (ESAs), SFDR

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UK ‘Future Fund’ Update

The British Business Bank has opened the application process for the Future Fund, a new fund that provides financing to UK start-ups and scale-ups in the form of a convertible loan which is invested directly by the UK…more

Banking Sector, Convertible Bonds, Convertible Debt, Convertible Notes, Eligibility

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Celltrion Expands Access to YUFLYMA (adalimumab-aaty)

On October 5, Celltrion Healthcare Co. announced that it has signed a contract with Ventegra, a major U.S. Medical Benefits Manager (MBM) “who administers pharmacy benefits through its Pharmacy Services Administration (PSA)…more

Biologics, Biosimilars, Biotechnology, Intellectual Property Protection, Life Sciences

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DOJ Announces Safe Harbor Policy for M&A Self-Disclosures

On October 4, 2023, the United States Department of Justice (DOJ) announced a “safe harbor” policy for companies that voluntary self-disclose violations identified during the M&A process. US Deputy Attorney General Lisa…more

Acquisitions, Compliance, Cooperation, Corporate Misconduct, Criminal Prosecution

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SEC EXAMS Division Announces 2024 Priorities Ahead of Schedule

On October 16, 2023, the SEC’s Division of Examinations (EXAMS) published its exam priorities for 2024. The timing is notable, with the release coming several months ahead of the typical timeline and only eight months after…more

Broker-Dealer, Compliance, Cryptoassets, Cybersecurity, FinTech

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2022 Year in Review: Securities Litigation Against Life Sciences Companies

We are proud to present our seventh annual Securities Litigation Year in Review publication, in which we analyze data for securities class actions filed nationally against publicly traded pharmaceutical, biotechnology, medical…more

Appellate Courts, Biotechnology, Class Action, Corporate Counsel, Life Sciences

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

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Navigating the Hazy Landscape: Challenges and Solutions in Cannabis Payment Processing

The sale of adult-use cannabis has been legalized in 24 states in the United States. But this does not mean there are no other legal impediments to the cannabis industry in those jurisdictions. For example, cannabis dispensaries…more

ATMs, Bank Secrecy Act, Cannabidiol (CBD) oil, Cannabis-Related Businesses (CRBs), Cole Memorandum

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Bank Regulators Issue Guidance for Third-Party Risk Management

On June 6, 2023, the Board of Governors of the Federal Reserve System (Federal Reserve), the Federal Deposit Insurance Corporation (FDIC), and the Office of the Comptroller of the Currency (OCC) (collectively, Agencies) issued…more

Banking Regulators, Banking Sector, FDIC, Federal Reserve, Financial Institutions

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DOJ Renews Focus on Private Equity Amid Record False Claims Act Enforcement

2023 was another record year for False Claims Act enforcement. On February 22, 2024, the U.S. Department of Justice (DOJ) announced that the federal government and whistleblowers were party to a record number of FCA settlements…more

Artificial Intelligence, Corporate Misconduct, Department of Justice (DOJ), Due Diligence, Enforcement Actions

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New York City Issues Guidance on Required Salary Disclosures in Job Postings

New York City employers be aware: A new “NYC Salary Disclosure Law” will soon require employers to include a good faith salary range for every job, promotion, or transfer opportunity advertised. While the NYC Salary Disclosure…more

Covered Employer, Disclosure Requirements, Employer Liability Issues, Job Applicants, Job Promotions

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Delaware Court of Chancery Rescinds Elon Musk’s $55.8 Billion Compensation Package in Cautionary Tale About Director Independence and Executive Compensation

On January 30, 2024, the Chancellor of the Delaware Court of Chancery struck down the $55.8 billion compensation plan that Tesla, Inc.’s board of directors had granted to Tesla’s well-known CEO, Elon Musk, finding that the…more

Board of Directors, Breach of Duty, Business Judgment Rule, Compensation Committee, Conflicts of Interest

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Second Circuit Affirms Dismissal of Securities Fraud Class Action Against Alkermes

Second Circuit Affirms Dismissal of Securities Fraud Class Action Against Alkermes; Delaware Court of Chancery Allows SPAC Litigation to Proceed; Ex-Theranos CEO Elizabeth Holmes Convicted on Four Counts of Fraud; Second Circuit…more

Breach of Duty, Class Action, Dismissals, False Statements, Fiduciary Duty

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Price Gouging: U.S. Enforcement Agencies Actively Monitoring for Violations

As consumers continue to seek essential goods to address the COVID-19 pandemic, U.S. law enforcement agencies have made clear that they will be focused on identifying and challenging instances of price gouging. Indeed, last week…more

Antitrust Violations, Coronavirus/COVID-19, Distributors, Enforcement Actions, Goods or Services

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Amplifying Operational Real Estate with Proptech

Real estate investors are increasingly turning to operational real estate (ORE) to capture higher margins, particularly as margins shrink on traditional real estate investments. But ORE offers higher returns in part because it…more

Asset Class, Business Operations, Data Collection, Energy Efficiency, Institutional Investors

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DOJ False Claims Act Recoveries Exceed $5.6 Billion in 2021

The U.S. Department of Justice (“DOJ”) recently announced that over $5.6 billion in False Claims Act (“FCA”) settlements and judgments had been reached during the 2021 fiscal year, with over $5 billion of those settlements…more

Anti-Kickback Statute, Clinical Laboratories, Department of Justice (DOJ), Digital Health, Enforcement Actions

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

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Approaches Funds Take to Catch-Up Payments Vary by Asset Class

For a majority of PE, VC, and debt funds, catch-ups are 100%, but they are likely to be less than 100% for real estate and infrastructure funds. In a previous article, we showed that hurdle rates set by private investment…more

Asset Class, Carried Interest, Interest Rates, Investors, Private Equity

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The Colorado Privacy Act Joins List of Comprehensive State Privacy Laws

On July 7, 2021, Colorado Governor Jared Polis signed the Colorado Privacy Act (“CPA”) into law. The CPA will take effect on July 1, 2023 and joins the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act…more

Consent, Consumer Privacy Rights, Data Collection, Data Controller, Data Privacy

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Delaware Court of Chancery Rescinds Elon Musk’s $55.8 Billion Compensation Package in Cautionary Tale About Director Independence and Executive Compensation

On January 30, 2024, the Chancellor of the Delaware Court of Chancery struck down the $55.8 billion compensation plan that Tesla, Inc.’s board of directors had granted to Tesla’s well-known CEO, Elon Musk, finding that the…more

Board of Directors, Breach of Duty, Business Judgment Rule, Compensation Committee, Conflicts of Interest

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Twitter Brings Suit Against Musk in Delaware Court of Chancery Seeking Specific Performance

On July 12, 2022, Twitter, Inc. brought a civil action in the Delaware Court of Chancery against Elon Musk, the co-founder and CEO of Tesla Motors, Inc., for breach of contract in an attempt to force Musk to complete his…more

Acquisitions, Attorney-Client Privilege, Breach of Contract, Class Action, Criminal Convictions

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Acquiring or Investing in EU Crypto-Asset Businesses: Further Clarity on MiCA

In our previous alert “Acquiring or Investing in EU Crypto-Asset Businesses: MiCA’s Impact,” we discussed the impact of the European Union (EU) Markets in Crypto-Assets Regulation (MiCA) on the acquisition or investment in EU…more

Acquisitions, Anti-Money Laundering, Cryptoassets, Digital Assets, EU

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Dos and Don'ts of Interacting with Bank Regulators

Supervision is a daily fact of life for bank boards and management. Below, we offer strategies for how both board members and members of management can ensure that the supervisory process goes as smoothly as possible…more

Banking Examinations, Banking Regulators, Banking Sector, Banks, Best Practices

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Fund Finance: 2023 Reflections and Looking Ahead to 2024

Goodwin is proud to be a platinum sponsor of the 2024 Global Fund Finance Symposium. As next week’s conference approaches and our clients, colleagues, and friends head toward Miami, the Goodwin Fund Finance team has paused to…more

Asia, Asia Pacific, Banking Crisis, Banks, Capital Markets

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Minority Investments In Asset Managers

Over the years, we have represented a number of investors, target companies and management teams in minority transactions. The market for “GP stakes” and similar non-controlling transactions with asset managers has grown…more

Asset Management, Capital Raising, Corporate Governance, Internal Communications, Investors

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A New Bankruptcy Lifeline for Startup, Early Stage and Emerging Growth Companies?

Top 10 Questions About Subchapter V Reorganization - Reorganization under Chapter 11 of the Bankruptcy Code offers powers and benefits that are simply not available in out-of-court restructurings. Chapter 11 restructurings,…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Coronavirus/COVID-19, Creditors

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SEC Regulatory Agenda Showcases 52 Proposed and Final Rules by Spring 2023

The SEC’s Fall 2022 “Reg Flex” agenda was recently published by the federal Office of Information and Regulatory Affairs (OIRA). Chair Gensler sets the agency’s agenda, which provides a glimpse into how the agency will…more

Corporate Finance, Environmental Social & Governance (ESG), Financial Industry Regulatory Authority (FINRA), Investment Management, OIRA

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New Amendment to Delaware General Corporation Law Solidifies Delaware’s Status as Welcoming of Benefit Corporations

Since the 2013 adoption of a new subchapter to the Delaware General Corporation Law, which provided corporate entities the ability to be formed as, or convert into, a public benefit corporation, Delaware has been an attractive…more

Amended Legislation, Appraisal Rights, Benefit Corporations, Board of Directors, Conflicts of Interest

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A Step Towards Guidance Instead of Regulation by Litigation in the ESOP Space

Employee Stock Ownership Plans (ESOPs), their sponsors and participants, and other industry players will welcome the news announced by the ESOP Association on April 14, 2023, that the Department of Labor (DOL) has committed to…more

Benefit Plan Sponsors, Consideration, Department of Labor (DOL), Employee Benefits, ESOP

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Most Noncompete Agreements with Covered Employees Violate the National Labor Relations Act According to Recent Guidance

On May 30, 2023, the General Counsel of the National Labor Relations Board ("NLRB" or "the Board") joined an increasing number of government authorities to cast doubt on the enforceability of certain noncompetition agreements…more

Employer Liability Issues, Federal Trade Commission (FTC), NLRA, NLRB, NLRB General Counsel

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Supreme Court Unanimously Overturns Rigid Seagate Test in Favor of a Discretionary Test for Awarding Enhanced Damages

Section 284 of The Patent Act provides that in a case of infringement, courts “may increase the damages up to three times the amount found or assessed.” Under Seagate, to be entitled to enhanced damages under § 284, a patent…more

35 U.S.C. § 284, Enhanced Damages, Halo v Pulse, Judicial Discretion, Octane Fitness v. ICON

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Key Considerations for U.S. Public Company Compensation Committees in Light of COVID-19

As the COVID-19 pandemic continues to unfold, U.S. public company compensation committees face unique challenges as they focus on retaining and appropriately incentivizing employees while evaluating the impact of the pandemic on…more

Compensation Committee, Coronavirus/COVID-19, Executive Compensation, Incentive Compensation, Publicly-Traded Companies

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Luxembourg: The EU Parent Subsidiary Directive And Gibraltar

On 1 December, 2020, the Luxembourg tax authorities issued circular L.I.R 147/2, 166/2 and eval. n°63 on the application of EU Directive 2011/96 on the common system of taxation applicable in the case of parent companies and…more

Corporate Taxes, Double Taxation, EU, Gibraltar, International Tax Issues

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California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits

California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits; California District Court Dismisses Fraud-Related Claims Against AT&T; Third Circuit Holds Challenge to SEC’s Decision to…more

Administrative Procedure Act, Breach of Duty, Broker-Dealer, Certificates of Incorporation, Class Action

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Regeneron v. Mylan BPCIA Aflibercept Litigation Update: Claim Construction Order and Stipulation to Narrow the Case for June 2023 Trial

As we have previously reported, Regeneron’s BPCIA case against Mylan regarding Mylan’s proposed aflibercept biosimilar is proceeding on an expedited schedule, with a two-week trial scheduled to begin on June 12, 2023. On…more

Biosimilars, BPCIA, Claim Construction, Mylan Pharmaceuticals, Patent Litigation

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Field Alert Reporting: Supplier Contracting Implications for Drug Developers

For emerging companies establishing their first supply chains, ensuring notification requirements in supply agreements for when commercial-stage manufacturing issues arise may not be top of mind. However, it is important for…more

Abbreviated New Drug Application (ANDA), Food and Drug Administration (FDA), Manufacturers, Notification Requirements, Pharmaceutical Industry

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No Safe Harbor for Late Payments to Massachusetts Employees: Pay on Time or Pay Triple

On April 4, 2022, the Massachusetts Supreme Judicial Court (“SJC”) issued its decision in Reuter v. City of Methuen, holding that an employer must pay treble (triple) damages if the organization is late in paying the wages of a…more

Attorney's Fees, Employer Liability Issues, MA Supreme Judicial Court, Treble Damages, Unpaid Wages

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New IRS and FinCEN Reporting Requirements for Businesses that Accept Payments in Digital Assets

Although the Internal Revenue Service (IRS) has postponed broker-related digital asset reporting, a less publicized requirement that applies long-standing reporting rules for physical cash payments to businesses that accept…more

Brokers, Cash Transactions, Digital Assets, Electronic Filing, Exceptions

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Novel DOJ Settlement For Sunshine Act Violations

On October 29, 2020, the U.S. Department of Justice (“DOJ”) announced a unique False Claims Act (“FCA”) settlement with medical device manufacturer Medtronic USA Inc. (“Medtronic”) for $9.2 million to resolve allegations that:…more

Centers for Medicare & Medicaid Services (CMS), Department of Justice (DOJ), Failure to Report, False Claims Act (FCA), Kickbacks

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The EU AI Act Is (Almost) Here. What It Means for Your Business

The EU Parliament’s committees for internal market and civil liberties overwhelmingly adopted the final text of the Artificial Intelligence Act (AI Act). The European Parliament will now vote on the AI Act in a formality that…more

Artificial Intelligence, Compliance, EU, European Parliament, Pending Legislation

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Janssen v. Teva: Not an April Fool’s Day Joke for Life Sciences Companies

On April 1, 2024 the Federal Circuit released its opinion in Janssen Pharmaceuticals, Inc. et al v. Teva Pharmaceuticals USA, Inc. et al., affirming the district court’s finding that certain claims were not indefinite and…more

Indefiniteness, Intellectual Property Protection, Life Sciences, Obviousness, Patent Infringement

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

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CFPB Issues Guidance on Investigation Practices by Consumer Reporting Agencies

Regulatory Developments - CFPB Issues Guidance on Investigation Practices by Consumer Reporting Agencies - On November 10, the CFPB issued a Consumer Financial Protection Circular (Circular) affirming that consumer…more

Consumer Financial Protection Bureau (CFPB), Credit Reporting Agencies, Cryptoassets, Financial Industry Regulatory Authority (FINRA), Financial Services Industry

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Fund Finance: 2023 Reflections and Looking Ahead to 2024

Goodwin is proud to be a platinum sponsor of the 2024 Global Fund Finance Symposium. As next week’s conference approaches and our clients, colleagues, and friends head toward Miami, the Goodwin Fund Finance team has paused to…more

Asia, Asia Pacific, Banking Crisis, Banks, Capital Markets

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Will AI Replace Your Lawyer? What AI Means for the Legal Profession

GPT-4, the “engine” behind ChatGPT, just passed—well, really, aced— the Uniform Bar Exam. It scored in the 90th percentile (i.e., it did better than 90% of test takers), and, while the threshold to pass the bar varies based on…more

Analytics, Artificial Intelligence, Contract Management, Corporate Law Departments, Innovative Technology

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Turbulent Banking Sector Renews Interest in Cash Management and Investment Policies

Silicon Valley Bank was a leading bank for the tech and life science sectors and for many of the venture capitalists who invest in those sectors. The bank’s abrupt disclosure on Wednesday, March 8, of significant losses on…more

Asset Management, Banking Sector, Banks, Deposit Accounts, Deposit Insurance

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New York Releases Significant Changes to Adult-Use Cannabis Regulations

On May 11, 2023, the New York State Cannabis Control Board (CCB) of the Office of Cannabis Management (OCM) announced revised proposed adult-use cannabis regulations. The revised regulations contain some significant changes from…more

Business Licenses, Cannabis Products, Cannabis-Related Businesses (CRBs), Comment Period, Licensing Rules

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Fund Finance: 2023 Reflections and Looking Ahead to 2024

Goodwin is proud to be a platinum sponsor of the 2024 Global Fund Finance Symposium. As next week’s conference approaches and our clients, colleagues, and friends head toward Miami, the Goodwin Fund Finance team has paused to…more

Asia, Asia Pacific, Banking Crisis, Banks, Capital Markets

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SEC Adopts New Rules Applicable to SPACs, Shell Companies and Projections

We previously noted in our March 31, 2022 alert that the U.S. Securities and Exchange Commission (SEC or Commission) held an open meeting on March 30, 2022 to consider proposed rules and amendments regarding special purpose…more

Accredited Investors, Compliance, Disclosure Requirements, Effective Date, Final Rules

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Supreme Court Limits Expression-Based Defenses to Trademark Claims

On June 7, 2023, the U.S. Supreme Court issued its decision in Jack Daniel’s Properties v. VIP Products, reversing the Ninth Circuit and holding in favor of the owner of the Jack Daniel’s whiskey brand. In a unanimous decision,…more

Andy Warhol Foundation for the Visual Arts Inc v Goldsmith, Dilution, First Amendment, Intellectual Property Protection, Jack Daniels Properties Inc v VIP Products LLC

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SEC Adopts Amendments to Shareholder Reports and Advertising Rules

On October 26, 2022, the US Securities and Exchange Commission (SEC) voted to adopt rule and form amendments (the “final rules”) related to (1) shareholder reports of mutual funds and exchange-traded funds (ETFs) registered on…more

Business Development Companies, ETFs, Form N-1A, Mutual Funds, Registered Investment Companies (RICs)

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The Art of AI: Protected by Copyright Law or Up for Grabs?

On August 18, 2023, the US District Court for the District of Columbia (the Court) ruled in Thaler v. Register of Copyrights that an AI-generated work “absent any guiding human hand” is not protected by copyright, explaining…more

Artificial Intelligence, Artistic Works, Artists, Authors, Authorship

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Northern District of California Dismisses Traders’ Suit Against Bitmex Crypto Exchange with Prejudice

Northern District of California Dismisses Traders’ Suit Against Bitmex Crypto Exchange with Prejudice; Delaware Supreme Court Upholds Chancery Court Ruling That Stockholder Appraisal Rights Can Be Waived by Contract; Alternative…more

Appraisal Rights, Article III, Civil Monetary Penalty, Cryptocurrency, DE Supreme Court

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Federal Circuit Holds Medical Diagnostic Method Patent Invalid as Claiming Ineligible Subject Matter

Background - In two recent cases, Mayo v. Prometheus and Alice v. CLS Bank, the Supreme Court established a two-part test for determining eligibility for patenting. In step one, the court asks whether the claim is directed…more

CLS Bank v Alice Corp, Diagnostic Tests, DNA, Mayo v. Prometheus, Patent-Eligible Subject Matter

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U.S. Supreme Court Rules Against Ford in Personal Jurisdiction Battle

The U.S. Supreme Court issued an important decision impacting personal jurisdiction Thursday in Ford Motor Co. v. Montana Eighth Judicial District Court et. al. and Ford Motor Co. v. Adam Bandemer, a pair of cases about whether…more

Automotive Industry, Causation, Ford Motor, Ford Motor Co. v Bandemer, Ford Motor Co. v Montana Eighth Judicial District Court

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Half of private investment funds set hurdle rates at 8% but rates differ by asset class and strategy

Private equity funds show the least variation, with 80% of PE funds setting hurdle rates at 8%. Real estate funds are almost as likely to set rates at 7% or 9% as 8%…more

Fund Distribution, Fund Sponsors, Inflation Adjustments, Investors, Private Equity

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Bank Officer and Director Enforcement Exposures In the Wake of Silicon Valley Bank

The recent and sudden failures of Silicon Valley Bank and Signature Bank, and the threat of other bank failures, have led to intense public focus on what caused these banks to run into trouble, who is to blame, and what should…more

Banking Regulators, Banks, Board of Directors, Corporate Officers, Depository Institutions

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Q&A with TusPark’s Wei Meng on Life Sciences and Operational Real Estate

Goodwin Partner Raymond Fang talks with TusPark’s head of UK innovation and real estate, Wei Meng, about building life sciences ecosystems and the operational nature of real estate in the sector…more

Asset Class, Business Operations, Commercial Property Owners, Innovation, Investors

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Alvotech Announces More Settlements and Expected Launch Dates Regarding Biosimilar to STELARA (ustekinumab), AVT04

On February 15, Alvotech announced that it reached more settlement agreements with Johnson & Johnson for ATV04, Alvotech’s biosimilar to STELARA (ustekinumab). The settlements cover Canada, the European Economic Area, and Japan,…more

Biosimilars, Food and Drug Administration (FDA), Johnson & Johnson, Patent Litigation, Patents

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FDA Proposes Phased Approach to Regulating Laboratory Developed Tests

On September 29, 2023, the U.S. Food and Drug Administration (FDA) posted and scheduled for publication its long-awaited proposed rule concerning FDA regulation of laboratory developed tests (LDTs). If enacted, the proposed rule…more

Comment Period, Diagnostic Tests, Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Laboratory Developed Tests

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Biometric Data Collection: A Significant Risk for the Real Estate Industry

Biometric building access controls (i.e., “smart access” technologies) have become increasingly popular among residential and commercial property managers for the enhanced security benefits that these solutions provide. The…more

Biometric Information, Biometric Information Privacy Act, Class Action, Commercial Leases, Commercial Property Owners

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White House Unveils Landmark Executive Order on Safe, Secure, and Trustworthy Artificial Intelligence

On October 30, 2023, President Biden issued an Executive Order (EO) on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence. The EO establishes sweeping directives and priorities for federal agencies…more

Artificial Intelligence, Biden Administration, Civil Rights Act, Cybersecurity, Department of Health and Human Services (HHS)

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Revised Tax Legislation Proposal No Longer Includes Certain Estate and Gift Tax Provisions

Certain revenue-raising proposals that would have affected the transfer tax regime and estate planning of high-net-worth individuals and trusts, which were included in the prior proposed bill in the House of Representatives,…more

Asset Valuations, Estate Planning, Estate Tax, Federal Taxes, Generation-Skipping Transfer

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REsource -- Fall 2014

A Guide to Real Estate Crowdfunding Today - The idea of creating large scale syndicates to purchase real estate is a classic concept. Large scale syndication traces its roots directly back to the 1920’s, when…more

Accredited Investors, Crowdfunding, Peer-to-Peer, Real Estate Investments, Regulatory Standards

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Taking Security Interests in Human Reproductive Tissue: Clarifying Lender Options under Federal and State Law

Can human reproductive tissue (“HRT”) held by a fertility clinic serve as collateral for a loan to (or investment in) the fertility clinic? In short, the scope and extent of governmental regulation addressing the sale of or…more

Article 9, Collateral, Consideration, Healthcare Facilities, Organ Donation

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New York and California Increase the Minimum Wage; New York and San Francisco Enact Paid Family Leave Laws

New York State Enacts Phased-In $15 Per Hour Minimum Wage - On April 4, 2016, New York Governor Andrew Cuomo signed legislation enacting a statewide $15 per hour minimum wage plan. Under the legislation, New York’s minimum…more

Minimum Wage, Paid Family Leave Law, Parental Leave, Wage and Hour

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2022 Real Estate Capital Markets Conference Recap

While 2021 provided light at the end of the tunnel, the effects of the global COVID-19 pandemic continue to be felt in the real estate industry and capital markets. The widespread rollout of vaccines has allowed a path to…more

Capital Markets, Commercial Real Estate Market, Investors, Real Estate Financing, Real Estate Investments

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In re Cellect: Federal Circuit Opens New Path for Double Patenting Challenges

On August 28, 2023, the U.S. Court of Appeals for the Federal Circuit issued a precedential decision in In re Cellect (No. 22-1293) that answered a longstanding question regarding the relationship between Obvious-Type Double…more

Legislative History, Obviousness, Obviousness-Type Double Patenting (ODP), Patent Term Adjustment, Patents

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Envisioning the New Normal: Real Estate + Technology: Part 7: Industrial

This article is the seventh of a multi-part series examining the impact of the COVID-19 pandemic on select real estate sectors and the considerations around how technologies will shape future operations and accelerate means to…more

Automation Systems, Commercial Leases, Commercial Property Owners, Commercial Tenants, Coronavirus/COVID-19

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What to Know; High Court Bars Use of Bitcoin as Security

The High Court recently refused to allow security for costs to be provided in the form of bitcoin in Tulip Trading Limited v Bitcoin Association for BSV and others [2022] EWHC 141 (Ch). This is understood to be the first attempt…more

Bitcoin, Cryptocurrency, Digital Currency, Market Volatility, Popular

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The EU AI Act Is (Almost) Here. What It Means for Your Business

The EU Parliament’s committees for internal market and civil liberties overwhelmingly adopted the final text of the Artificial Intelligence Act (AI Act). The European Parliament will now vote on the AI Act in a formality that…more

Artificial Intelligence, Compliance, EU, European Parliament, Pending Legislation

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Antitrust & Competition Technology Quarterly Update - Q2 2023

Antitrust enforcers remained active across the globe, with the announcement by the FTC and DOJ of proposed guidelines that have an emphasis on tech mergers in the United States, and several investigations of major tech deals…more

Acquisitions, Adobe, Antitrust Division, Antitrust Investigations, Antitrust Provisions

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Delaware Court of Chancery Allows Stockholder Litigation to Proceed Against Viacom-CBS Over $30B Merger

Delaware Court of Chancery Allows Stockholder Litigation to Proceed Against Viacom-CBS Over $30B Merger; Ninth Circuit Affirms Dismissal with Prejudice of Securities Class Action Against Tesla; Second Circuit Affirms Dismissal…more

Banking Sector, Burden of Proof, CBS, Class Action, DE Supreme Court

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ISS Introduces Equity Plan Data Verification Web Site for U.S. Companies

As a supplement to its existing QuickScore data verification portal, ISS has announced a new Equity Plan Data Verification portal. Equity Plan Data Verification will provide eligible companies with an opportunity to preview,…more

Equity Plans, Institutional Shareholder Services (ISS), Proxy Materials, Websites

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Issue 35: PTAB Trial Tracker

TIMING OF REQUEST KEY FOR BOARD DECISIONS ON MOTIONS TO TERMINATE - In Ocado Group PLC v. AutoStore Technology AS, PGR2021-00038 (July 30, 2021), Petitioner moved to withdraw its petition, arguing that efficiency favored…more

Federal Rules of Evidence, Motion to Terminate, Patent Invalidity, Patent Litigation, Patent Trial and Appeal Board

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Employment Status - A View From Both Sides of the Pond

In recent years, employment status has been an evolving topic globally as various jurisdictions grapple with how to properly categorise increasingly flexible forms of working. A regulatory change in the United States by the…more

ABC Test, Classification, Department of Labor (DOL), Economic Realities Test, Employee Definition

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Germany Set To Legalize Adult-Use Cannabis

On February 23, 2024, the German Bundestag passed the Cannabisgesetz, or Cannabis Control Bill, making it the third member of the EU to legalize adult-use cannabis. Once in effect, this law will legalize adult-use cannabis for…more

Cannabis Products, Decriminalization of Marijuana, Germany, Marijuana, Medical Marijuana

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COVID-19 Effects on NY Court Closures, Filings, and Statutes of Limitations

In response to the continuing outbreak of COVID-19 in New York and across the nation, access to courthouses and courts’ availability to accept filings have been limited. This client alert summarizes the impact of…more

Coronavirus/COVID-19, Court Closures, Court Schedules, Filing Deadlines, Governor Cuomo

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Changes on the Horizon for Colleges and Universities Under Tax Reform Legislation

On December 20, 2017, Congress sent a major tax reform bill (the Act) to President Trump for signature. Once signed, the Act will result in significant changes for many institutions of higher education. Notably, new excise taxes…more

Colleges, Educational Institutions, Excise Tax, Executive Compensation, Higher Education Act

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Why Hotels Are Turning to C-PACE Financing to Drive Sustainable Development

Over the past few years, environmental, social, and governance (ESG) principles have played a more prominent role than ever in the way real estate investors, property owners, and lenders invest in and develop commercial real…more

Commercial Loans, Commercial Property Owners, Energy Efficiency, Environmental Social & Governance (ESG), Hotels

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Supreme Court Rejects Securities Lawsuit Based On “Pure Omission” From SEC Filings

In a narrow but potentially significant decision, the Supreme Court has held that securities-fraud plaintiffs cannot recover based on a “pure omission” from a company’s public statements under the most common legal basis for…more

Disclosure Requirements, Failure To Disclose, Macquarie Infrastructure Corp v Moab Partners LP, Omissions, Rule 10(b)

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Second Circuit Vacates Certification of Nationwide Class in ERISA Lawsuit

On December 1, 2022, the US Court of Appeals for the Second Circuit vacated a district court’s certification of a nationwide class of 8,000+ retirement plans serving hundreds of thousands of participants in an ERISA action filed…more

Appeals, Class Action, Employee Retirement Income Security Act (ERISA), ERISA Litigation, Federal Rules of Civil Procedure

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9 Key Takeaways From Goodwinʼs Legal Operations & Corporate Counsel Roundtable

Strategies and best practices to contain costs, maximize efficiencies and leverage innovation to collaborate across teams - Goodwin, in conjunction with the Northeast chapter of the Association of Corporate Counsel (ACC),…more

Best Practices, Business Development, Business of Law, Corporate Counsel, Diversity

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Chamber of Commerce Sues CFPB To Eliminate or Enjoin $8 Late Fee Cap

Last week, the U.S. Chamber of Commerce (Chamber) joined five other trade associations to sue the Consumer Financial Protection Bureau (CFPB) and its director Rohit Chopra in Texas Federal District Court, seeking a court order…more

Chamber of Commerce, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Credit Cards, Fee Caps

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Propsci in France: An Emerging Market

The U.S. Propsci (or property sciences) market is far and away the largest and most mature, with key players such as Alexandria Real Estate. The European market is emerging and, as is often the case in the healthcare sector,…more

France, Healthcare Facilities, Life Sciences, Real Estate Development, Real Estate Investments

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SEC Sues Binance and Coinbase: What Are the Allegations and What Is Next?

In the span of two days, June 5 and June 6, 2023, the US Securities and Exchange Commission (SEC) commenced proceedings against the largest crypto asset exchange in the world, Binance.com; its affiliated US exchange, Binance.US;…more

Coinbase, Criminal Prosecution, Crypto Exchanges, Cryptoassets, Investment Contract

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Antitrust & Competition Technology Quarterly Update Q3 2023

On September 26, 2023, the FTC and 17 state attorneys general filed a long-anticipated antitrust complaint against Amazon. The complaint alleges that Amazon wields monopoly power in what the plaintiffs define as the online…more

Anti-Competitive, Antitrust Provisions, Competition, Enforcement Actions, Federal Trade Commission (FTC)

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New California Law to Require Venture Capital Firms to Disclose Founder Diversity Information

On October 8, 2023, California Governor Gavin Newsom signed into law Senate Bill 54 (“SB 54”), which will apply to a majority of U.S. venture capital investment firms, even if they are not based in California. SB 54 aims to…more

Disclosure Requirements, Diversity, Diversity and Inclusion Standards (D&I), Governor Newsom, New Legislation

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New France-Luxembourg Double Taxation Treaty

A new double taxation treaty between France and Luxembourg was signed on 20 March 2018 (the “New Treaty”). This New Treaty will replace the current tax treaty dated 1 April 1958, as amended several times and for the last time on…more

Anti-Abuse Rule, Capital Gains, Dividends, Double Taxation, France

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SEC’s ATS Re-proposal Doubles Down on DeFi and Digital Asset Regulation

In April 2023, the SEC re-proposed amendments to Exchange Act Rule 3b-16 to expand the definition of what it means to be an exchange. When the SEC initially proposed these amendments in January 2022, there were zero direct…more

Alternative Trading System (ATS), Blockchain, Comment Period, Compliance, Compliance Dates

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A New Bankruptcy Lifeline for Startup, Early Stage and Emerging Growth Companies?

Top 10 Questions About Subchapter V Reorganization - Reorganization under Chapter 11 of the Bankruptcy Code offers powers and benefits that are simply not available in out-of-court restructurings. Chapter 11 restructurings,…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Coronavirus/COVID-19, Creditors

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Trends in Growth Equity Financing in an Uncertain Economy

The current economic climate has been challenging for privately held companies seeking to raise growth capital. Several factors have contributed to the recent contraction in fundraising, including high interest rates, reduced…more

Capital Formation, Capital Raising, Dividends, Equity Financing, Exit Strategies

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Sunset on (some) Stamp Taxes: HMRC confirms 1.5% charge on issuance and capital raising transfers to depositary receipt and clearance systems will not apply

HM Revenue & Customs (“HMRC”) has published a policy paper, accompanied by draft legislation, which confirms the removal of the 1.5% charge to stamp duty and stamp duty reserve tax (“SDRT”) on the issuance of UK shares into…more

Bearer Shares, Capital Raising, Deposit Accounts, HMRC, Investors

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Changes to Stark Law Special Compensation Rules for Group Practices Go into Effect on January 1, 2022

The final rules regarding special compensation under 42 U.S.C. § 1395nn, the Physician Self-Referral or Stark Law, go into effect on January 1, 2022 and will require many physician group practices to modify their compensation…more

Final Rules, Physician Compensation Arrangements, Physicians, Self-Referral, Stark Law

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Qualifying for Immunity Under the U.S. PREP Act During COVID-19

As part of the U.S. government’s response to the COVID-19 pandemic, on March 10, 2020, the Secretary of Health and Human Services (“Secretary”) issued a Declaration pursuant to the Public Readiness and Emergency Preparedness Act…more

Coronavirus/COVID-19, Countermeasures, Covered Entities, Distributors, Immunity

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Survival Guide to Structuring Life Sciences Partnering and M+A Agreements

The life sciences space is ever-growing and dynamic as the industry witnesses more companies and, therefore, more collaboration, licensing and M&A agreements, come into the spotlight. While these deals are exciting opportunities…more

Acquisition Agreements, Acquisitions, Arbitration, Commercially Reasonable Efforts, Contract Drafting

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FinCEN Issues Report Addressing NFTs

On February 4, 2022, the Treasury Department’s Financial Crimes Enforcement Network (FINCEN) jumped into the regulatory discussion about non-fungible tokens (“NFTs”) - more with a whisper than a bang - in a report on its Study…more

Anti-Money Laundering, Art Dealers, Bank Secrecy Act, Blockchain, BSA/AML

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DOJ Renews Focus on Private Equity Amid Record False Claims Act Enforcement

2023 was another record year for False Claims Act enforcement. On February 22, 2024, the U.S. Department of Justice (DOJ) announced that the federal government and whistleblowers were party to a record number of FCA settlements…more

Artificial Intelligence, Corporate Misconduct, Department of Justice (DOJ), Due Diligence, Enforcement Actions

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Part III: What Primary Mitigation Strategies Exist for Companies with Double-Vest RSUs That May Be Expiring?

This alert is the third in a three-part Goodwin series regarding double-vest restricted stock unit awards (Double-Vest RSUs). As discussed in Part I and Part II of our series, many mature start-up and other high value pre-IPO…more

Liquidity, Qualified Restricted Stock Units (RSUs), Restricted Stocks, Risk Mitigation, Stock Options

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Fund Finance: 2023 Reflections and Looking Ahead to 2024

Goodwin is proud to be a platinum sponsor of the 2024 Global Fund Finance Symposium. As next week’s conference approaches and our clients, colleagues, and friends head toward Miami, the Goodwin Fund Finance team has paused to…more

Asia, Asia Pacific, Banking Crisis, Banks, Capital Markets

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FinCEN and the U.S. Department of Commerce’s BIS Issues Supplemental Alert Urging Continued Vigilance for Potential Russian Export Control Evasion Attempts

On May 19, FinCEN and BIS issued an alert urging financial institutions to watch for attempts to evade export controls imposed on Russia. The alert focuses on ongoing federal initiatives to limit Russian access to technology and…more

Bureau of Industry and Security (BIS), CFTC, Consumer Financial Protection Bureau (CFPB), Derivatives Clearing Organizations, Economic Sanctions

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CFPB Issues Circular about Deceptive Marketing Practices in Connection with Remittance Transfers

Late last month, the Consumer Financial Protection Bureau (CFPB) issued a new Consumer Financial Protection Circular (Circular) which provides guidance about when a remittance transfer provider may be in violation of the…more

Consumer Financial Products, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), EFTA, Fees

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SAMHSA Final Rule Codifies Opioid Treatment Program Telehealth and Take-Home Medication Flexibilities

On February 2, 2024, the Department of Health and Human Services (HHS) issued a Final Rule that expands access to medications for the treatment of opioid use disorder (OUD) via telehealth modalities and “take-home” doses…more

Coronavirus/COVID-19, Data Privacy, Data Security, DEA, Department of Health and Human Services (HHS)

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Employers Are Strongly Encouraged to Revisit Whistleblower Protection Language in Agreements and Policies in Light of Recent Legal Developments, including SEC Enforcement Actions

On Friday, September 29, 2023, the Securities and Exchange Commission (the “SEC”) issued an order that censured D. E. Shaw & Co., L.P., a registered investment advisor in New York, and assessed a civil penalty of $10,000,000…more

Civil Monetary Penalty, Consent Order, Corporate Counsel, Employment Contract, Employment Policies

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SEC Approves December 1st Deadline for NYSE and Nasdaq Clawback Policies: Preparations Companies Should Consider Undertaking Now

On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) approved amendments filed earlier that week by the New York Stock Exchange (NYSE) and The Nasdaq Stock Exchange (Nasdaq) that, among other things, provided that…more

Clawbacks, Corporate Officers, Disclosure Requirements, Executive Compensation, Incentive Compensation

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Be Mindful of Phantom Equity

A new case demonstrates the importance of conducting due diligence on compensatory arrangements and adjusting capitalization representations in merger agreements accordingly. Phantom equity is a form of employee…more

Contract Terms, Due Diligence, Equity Compensation, Equity Securities, Merger Agreements

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Delaware Chancery Court Dismisses Cigna Derivative Suit Over Failed Anthem Merger

Delaware Chancery Court Dismisses Cigna Derivative Suit Over Failed Anthem Merger; The PCAOB Sanctions Former KPMG Vice Chair Of Audit For Failure To Supervise Senior Members Of KPMG's Audit Practice; Ninth Circuit Affirms…more

Anthem Insurance, Board of Directors, Breach of Contract, Breach of Duty, CEOs

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9 Key Takeaways From Goodwinʼs Legal Operations & Corporate Counsel Roundtable

Strategies and best practices to contain costs, maximize efficiencies and leverage innovation to collaborate across teams - Goodwin, in conjunction with the Northeast chapter of the Association of Corporate Counsel (ACC),…more

Best Practices, Business Development, Business of Law, Corporate Counsel, Diversity

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Pennsylvania Attorney General Settles $11 Million Dollar Lawsuit with Lender

​On May 15, 2023, the Pennsylvania Attorney General (PA AG) announced ​that it reached a $11.4 million settlement with a rent-to-own lender and its affiliates. This settlement resolves a lawsuit filed by the PA AG in…more

Consumer Financial Products, Consumer Lenders, Enforcement Actions, Rent-to-Own Companies, Restitution

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In Continuing Efforts to Incentivize Self-Disclosures and Cooperation, DOJ Announces Pilot Program to Pay Criminal Whistleblowers

Over the last few years, the U.S. Department of Justice (“DOJ”) has continuously announced significant policies and programs directed at encouraging and rewarding the timely reporting of corporate wrongdoing, incentivizing…more

Artificial Intelligence, Compliance, Cooperation, Corporate Crimes, Corporate Misconduct

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Employee Benefits Post-Dobbs: Considerations for Year-End Planning

Much has been written about the Supreme Court’s decision in Dobbs v. Jackson to overturn the constitutional right to abortion. For employers in particular, the Dobbs decision raised a number of questions about employee benefit…more

Abortion, Affordable Care Act, Dobbs v. Jackson Women’s Health Organization, Employee Benefits, Employee Retirement Income Security Act (ERISA)

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Colorado Opts Out of Federal Interest Exportation for Consumer Credit: 3 Things Credit Card and Lending Programs Need to Know

Colorado House Bill 23-1229 (the Bill) was signed into law on June 5,  2023. As part of the Bill, Colorado opted out of the federal interest exportation right granted to federally insured, state‐chartered banks under the…more

Banks, Consumer Financial Products, Consumer Lenders, Credit Cards, DIDMCA

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Antitrust & Competition Technology 2023 Year in Review

Antitrust actions significantly impacted the technology sector in 2023 and are poised to have substantial repercussions in the future, affecting both major tech companies and emerging enterprises. In addition to a focus on the…more

Acquisitions, Antitrust Provisions, Competition, Department of Justice (DOJ), EU

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UK REIT Reorganisations for Real Estate Funds - Six Key Factors for Success

As more real estate funds look to reorganise UK assets into REIT holding structures, we share our experience on what makes a smooth transition. The UK real estate investment trust (REIT) is experiencing a revival. Recent…more

Corporate Structures, IRS, Popular, Real Estate Investments, REIT

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Must-Know D&O: Lessons from FDIC Guidance and Case Law on D&O Insurance

The Federal Deposit Insurance Corporation (FDIC) recently warned financial institutions that it has observed an increase in exclusionary terms contained in the director and officer (D&O) insurance policies of depository…more

Board of Directors, Corporate Counsel, D&O Insurance, FDIC

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A New Bankruptcy Lifeline for Startup, Early Stage and Emerging Growth Companies?

Top 10 Questions About Subchapter V Reorganization - Reorganization under Chapter 11 of the Bankruptcy Code offers powers and benefits that are simply not available in out-of-court restructurings. Chapter 11 restructurings,…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Coronavirus/COVID-19, Creditors

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Responsible Mercury Management Post-MEBA

Several domestic industries have historically produced elemental mercury as either a main product or a byproduct of their operations. This mercury has typically been sold to third parties that have utilized it in the production…more

Chemicals, Environmental Liability, Environmental Policies, Mercury, Toxic Exposure

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Navigating The New Normal: Disruption And Reinvention: The Pivot to Local Supply Chains

It seems like there is a new article every day about how the COVID-19 pandemic has impacted the supply chain, particularly as economies reopen and we move into the next phase of the “new normal.” The disruptions in the supply…more

Biopharmaceutical, Business Disruption, Business Operations, Coronavirus/COVID-19, Distribution Centers

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2020 Year In Review Securities Litigation Against Technology Companies

In many ways, 2020 was an unprecedented year. In midMarch, the United States abruptly went into lockdown as coronavirus cases began to spike; a national emergency was declared, travel bans and gathering restrictions were…more

Class Action, Data Breach, Dismissals, Duty to Disclose, Failure To Disclose

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New Qualified Opportunity Fund Guidance – Significant Forward Progress but Important Questions Remain Unanswered

The Treasury Department and Internal Revenue Service recently issued proposed regulations (the Proposed Regulations) and Revenue Ruling 2018-29 (the QOZ Revenue Ruling), providing much anticipated guidance for Qualified…more

IRS, Opportunity Zones, Proposed Regulation, REIT, Tax Reform

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A Brief Defense of COMI

For a foreign proceeding to be recognized under the UNCITRAL Model Law on Cross-Border Insolvency (“Model Law”) and its offspring, chapter 15 of the Bankruptcy Code, the foreign proceeding must be either a foreign main…more

Commercial Bankruptcy, Cross-Border, Foreign Debt, Foreign Jurisdictions, Insolvency

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“Good Faith” in Shareholders’ Agreements: What Does it Mean?

Shareholder agreements often include an obligation that the shareholders must act with “good faith” in their dealings with one another and with the company. However, what does that actually mean? In this insight, we consider the…more

Board of Directors, Breach of Contract, Contract Drafting, Contract Terms, Corporate Officers

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In re Cellect: Federal Circuit Opens New Path for Double Patenting Challenges

On August 28, 2023, the U.S. Court of Appeals for the Federal Circuit issued a precedential decision in In re Cellect (No. 22-1293) that answered a longstanding question regarding the relationship between Obvious-Type Double…more

Legislative History, Obviousness, Obviousness-Type Double Patenting (ODP), Patent Term Adjustment, Patents

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Issues To Consider On The Path Forward For The Hospitality Industry

It is hard to pick any event or series of events that has adversely impacted the hospitality industry as hard as the COVID-19 pandemic. While the summer witnessed increased RevPAR in the U.S. as compared to the depths of March…more

Borrowers, CARES Act, Closing Documents, CMBS, Coronavirus/COVID-19

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Antitrust & Competition Healthcare Year in Review 2023

2023 saw a significant uptick in antitrust scrutiny and enforcement, particularly in the healthcare space. After much rhetoric and a setback in challenging state Certificate of Public Advantage (COPA) laws, the Federal Trade…more

Acquisitions, Antitrust Division, Antitrust Investigations, Antitrust Provisions, Competition

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Goodwin REIT Alert: REIT Disclosure Requirements When Acquiring or Disposing of Real Estate Operations

When a public REIT acquires or disposes of real estate, the transaction may trigger financial disclosure requirements under SEC rules and guidance. Specifically, Rule 3-14 of Regulation S-X (“Rule 3-14”) sets forth the financial…more

Acquisitions, Commercial Leases, Disclosure Requirements, Financial Statements, Form 10-K

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Use of Equity Rollovers Continues to Rise Amid Market Uncertainty

Since 2020, a steadily increasing number of middle-market private equity deals have included equity rollovers. ​​​​​​​ Given the current acute challenges in arranging acquisition financing on palatable terms and a continued…more

Acquisitions, Investors, Portfolio Companies, Portfolio Managers, Private Equity

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Second Circuit Rules that Syndicated Loans Are Not “Securities” Under State and Federal Law

On August 24, 2023, the U.S. Court of Appeals for the Second Circuit in Kirschner unanimously  held that notes evidencing syndicated loans do not plausibly qualify as “securities” covered by state and federal securities laws…more

Borrowers, Breach of Duty, Chapter 11, Commercial Loans, Covenant of Good Faith and Fair Dealing

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What’s Next for AI? Six Areas to Watch in 2024

Generative AI (GenAI) surged to the forefront of corporate agendas and public policy debates last year, promising to boost productivity and innovation. What’s in store for AI in 2024?…more

Artificial Intelligence, Authors, Authorship, Copyright, Copyright Infringement

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Germany Set To Legalize Adult-Use Cannabis

On February 23, 2024, the German Bundestag passed the Cannabisgesetz, or Cannabis Control Bill, making it the third member of the EU to legalize adult-use cannabis. Once in effect, this law will legalize adult-use cannabis for…more

Cannabis Products, Decriminalization of Marijuana, Germany, Marijuana, Medical Marijuana

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Developments in Reverse Merger Transactions: “Shell Company” Definition and New Constraints on Resales of Securities Acquired in Rule 145 Transactions

The Staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) has recently begun issuing comment letters in the life sciences reverse merger (RM) context that involve a broadened interpretation…more

Capital Formation, Compliance, Form 8-K, Form S-1, Life Sciences

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Business And Individual Income Tax Provisions Of The Cares Act

On Friday, March 27, Congress passed, and the President signed, the bipartisan “Coronavirus Aid, Relief, and Economic Security Act” (the “Act”), a $2 trillion economic stimulus plan to provide funding and tax relief to Americans…more

Business Losses, CARES Act, Charitable Deductions, Coronavirus/COVID-19, Employee Retention

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Turbulent Banking Sector Renews Interest in Cash Management and Investment Policies

Silicon Valley Bank was a leading bank for the tech and life science sectors and for many of the venture capitalists who invest in those sectors. The bank’s abrupt disclosure on Wednesday, March 8, of significant losses on…more

Asset Management, Banking Sector, Banks, Deposit Accounts, Deposit Insurance

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

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COVID-19 Effects on NY Court Closures, Filings, and Statutes of Limitations

In response to the continuing outbreak of COVID-19 in New York and across the nation, access to courthouses and courts’ availability to accept filings have been limited. This client alert summarizes the impact of…more

Coronavirus/COVID-19, Court Closures, Court Schedules, Filing Deadlines, Governor Cuomo

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France - Loi de finances pour 2024

La Loi de finances pour 2024 (LF 2024) a été publiée au Journal Officiel le 30 décembre 2023. Le présent bulletin décrit brièvement une sélection de mesures fiscales qu’elle contient…more

Corporate Finance, Corporate Taxes, France, International Finance

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Part III: What Primary Mitigation Strategies Exist for Companies with Double-Vest RSUs That May Be Expiring?

This alert is the third in a three-part Goodwin series regarding double-vest restricted stock unit awards (Double-Vest RSUs). As discussed in Part I and Part II of our series, many mature start-up and other high value pre-IPO…more

Liquidity, Qualified Restricted Stock Units (RSUs), Restricted Stocks, Risk Mitigation, Stock Options

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Celltrion Launches 80 mg YUFLYMA (adalimumab-aaty) in the U.S.

On January 17, 2024, Celltrion announced the U.S. launch of a new, 80 mg/0.8 ml dosage strength of its HUMIRA® biosimilar, YUFLYMA® (adalimumab-aaty). As we previously reported, Celltrion received FDA approval for an 80 mg/0.8…more

Biosimilars, Celltrion, FDA Approval, Pharmaceutical Industry, Prescription Drugs

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USDA Publishes Final Rule Establishing GMO Disclosure Requirements

The U.S. Department of Agriculture (USDA) published the final rule establishing a National Bioengineered Food Disclosure Standard on December 20, 2018. The rule requires food makers, including food manufacturers, importers and…more

Agricultural Sector, Bioengineering, Disclosure Requirements, Food Manufacturers, GMO

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Financial Services Weekly News: SEC Amends Auditor Independence Rules

In This Issue. The Securities and Exchange Commission (SEC): (i) adopted amendments clarifying auditor independence rules in light of lending relationships with shareholders of an audit client; (ii) adopted a set of new capital,…more

Consumer Financial Protection Bureau (CFPB), Debt, FDCPA, Financial Services Industry, No-Action Relief

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2023 Year in Review: Telephone Consumer Protection Act

Welcome to the Telephone Consumer Protection Act chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - States will continue to enact or update their mini-TCPA and…more

Auto-Dialed Calls, Facebook, Facebook Inc v Duguid, Marketing, Opt-Outs

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Financial Institution Diversity Voluntary Self-Assessments: Due September 30

Financial Institution Diversity Voluntary Self-Assessments: Due September 30 - On July 13, the FDIC issued a financial institution letter announcing that FDIC-supervised financial institutions are encouraged to voluntarily…more

Broker-Dealer, Consumer Financial Protection Bureau (CFPB), Crypto Exchanges, Customer Protection Rule, Decentralized Finance (DeFi)

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Current Issues for Qualified Small Business Stock - How New R&E Expensing Rules Could Hurt Your QSBS Status, and Why Cash Management Changes Likely Won’t

An early-stage company can offer prospective investors an attractive investment opportunity, particularly if the company’s stock will qualify as “qualified small business stock” (QSBS) for US federal income tax purposes. This is…more

Amortization, Early Stage Companies, Internal Revenue Code (IRC), Investors, Qualified Small Business Stock

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FINRA Proposes to Add ‘Knowledgeable Employees’ to Category of Persons Who May Receive Projections and Targeted Returns Under Rule 2210

This amendment builds on FINRA’s recent willingness to relax the prohibition on the use of projections and targeted returns in the marketing materials broker-dealers deliver to institutional investors and qualified purchasers,…more

Affiliates, Broker-Dealer, Comment Period, Financial Industry Regulatory Authority (FINRA), Institutional Investors

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Fintiv 2.0: USPTO Director Issues Guidance Softening Risk of Discretionary Denial

Newly appointed USPTO Director Kathi Vidal issued a set of interim procedures clarifying how the Patent Trial and Appeal Board (PTAB or Board) should apply its Fintiv decision going forward. Vidal’s guidance, which will remain…more

Interim Guidance, Multi-Factor Test, New Guidance, Parallel Proceedings, Patent Litigation

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CFPB Requires Bank to Pay Over $190 Million for Overdraft Fees

On September 28, 2022, the Consumer Financial Protection Bureau (CFPB) an​nounced that it ordered an Alabama bank to pay over $190 million to resolve allegations that it charged its customers surprise overdraft fees between…more

Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Enforcement Actions, Financial Services Industry, Overdraft Fees

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European Commission Releases Details of EU-U.S. Privacy Shield

The European Commission released its long-awaited draft adequacy decision for the EU-U.S. Privacy Shield, a major step towards the formal approval of the program that is to replace the invalidated Safe Harbors program. The…more

Article 29 Working Party (WP29), Data Protection Authority, EU, EU-US Privacy Shield, European Commission

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Financial Services Weekly News: Relief for Mutual Fund Directors

Editor's Note - In This Issue. The Securities and Exchange Commission’s (SEC) Division of Investment Management released a No-Action Letter that relieves mutual fund directors from in-person voting requirements under certain…more

Clean Energy, Consumer Financial Protection Bureau (CFPB), Cryptocurrency, Department of Justice (DOJ), FHFA

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How Much Do Fund Managers Have to Contribute to Their Own Funds?

Investors typically require fund managers to commit some of their own money to their funds to ensure that managers’ interests are aligned with the interests of investors. But how much do managers need to commit?…more

Fund Managers, Investment Funds, Investors

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China is Entering a New Era in Data Protections

On November 1, 2021, the Personal Information Protection Law of the People’s Republic of China (the “PRC”) (the “Personal Information Protection Law”) went into effect, two months after the Data Security Law of the PRC (the…more

Anonymization, China, Consent, Cybersecurity, Data Collection

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Deadline Approaching For Reporting 2020 ISO Exercises And ESPP Transfers

Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options…more

Employee Stock Purchase Plans, Filing Deadlines, Filing Requirements, Form 3921, Form 3922

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The BIOSECURE Act and Its Potential Implications

Proposed federal legislation known as the BIOSECURE Act is being considered in both the U.S. House of Representatives and the U.S. Senate…more

Advanced Notice of Proposed Rulemaking (ANPRM), Biotechnology, Bureau of Industry and Security (BIS), China, Cuba

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

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PTAB Issues Final Written Decision Finding Seagen Antibody-Drug Conjugate Patent Claims to be Unpatentable

​​​​​​​On January 16, 2024, the Patent Trial and Appeal Board (PTAB) of the United States Patent and Trademark Office issued a Final Written Decision in a post-grant review (PGR) (PGR2021-00030) of claims in US Patent No…more

Patent Litigation, Patent Trial and Appeal Board, Patents, Pharmaceutical Industry, Pharmaceutical Patents

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Delaware Chancery Court Reemphasizes Importance of Properly Handling Board Conflicts in Ruling for Elon Musk in SolarCity Case

On April 28, 2022, Vice Chancellor Slights of the Delaware Chancery Court issued a verdict for the defense in In re Tesla Motors, Inc. Stockholder Litigation, a long-running derivative lawsuit challenging the 2016 acquisition of…more

Acquisitions, Board of Directors, Conflicts of Interest, Corporate Governance, Derivative Suit

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Goodwin REIT Alert: REIT M&A Trends Through the Pandemic (2020-2022)

As in most other market sectors, REIT M&A activity came to a screeching halt in March 2020 as the COVID-19 pandemic took hold in the United States and globally. In the face of significant uncertainty surrounding the ability of…more

Acquisitions, Coronavirus/COVID-19, Mergers, Mortgage REITS, Popular

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Buyer (or Seller) Beware: Who Bears the Risk with Hotel Operating Covenants in a Pandemic?

Following a dramatic pause starting last spring, the hotel purchase and sale market has begun to show signs of a rebound. A significant challenge to these sales, however, is the remaining uncertainty around the COVID-19 pandemic…more

Breach of Contract, Buyers, Commercially Reasonable Efforts, Coronavirus/COVID-19, Hospitality Industry

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Business Litigation Reporter - February 2016

Confidentiality Agreement Must be Expressly Preserved in New Employment Agreement. The decision in Meschino v. Frazier Industrial Co., 2015 WL 7295463, at *1 (D. Mass. Nov. 18, 2015) (Stearns, J.), underscores that an…more

Accountant Malpractice, Arbitration, Arbitration Awards, CLRA, Confidentiality Agreements

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Supreme Court Adopts New Standard for Establishing Adverse Employment Action Element in Title VII Cases

To prevail on a claim of unlawful employment discrimination, a plaintiff must establish that the employer took an “adverse employment action” because of the employee’s protected class..…more

Adverse Employment Action, Civil Rights Act, Diversity and Inclusion Standards (D&I), Employee Transfers, Employer Liability Issues

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Who Gets the Patent When AI Is the Inventor?

Artificial intelligence is transforming drug design — but it could also disrupt intellectual property law. To realize AI’s full promise, the US may have to reconsider its approach to issuing patents…more

Artificial Intelligence, Chemical Compounds, Inventions, Inventors, Natural Person Requirement

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Envisioning the New Normal: Real Estate + Technology: Part 4: Retail

This article is the fourth of a multi-part series examining the impact of the COVID-19 pandemic on select real estate sectors and the considerations around how technologies will shape future operations and accelerate means to…more

Brick-and-Mortar Stores, Coronavirus/COVID-19, E-Commerce, Grocery Stores, Health and Safety

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How Much Do Fund Managers Have to Contribute to Their Own Funds?

Investors typically require fund managers to commit some of their own money to their funds to ensure that managers’ interests are aligned with the interests of investors. But how much do managers need to commit?…more

Fund Managers, Investment Funds, Investors

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Horizon Scan for Private Investment Funds: Key Recent and Expected funds, Regulatory and Tax Developments to look out for - February 2024

Welcome to the first edition of our Horizon Scan for 2024: key recent and expected funds, regulatory and tax developments to look out for. As before, we focus on the most important developments and changes that we expect to be…more

Consumer Financial Contracts, Corporate Governance, Decentralized Finance (DeFi), Disclosure Requirements, Diversity

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Second Circuit Upholds Dismissal of AstraZeneca Investor Suit

On May 16, 2023, the US Court of Appeals for the Second Circuit affirmed the Southern District of New York’s order dismissing an action brought by investors of AstraZeneca PLC (AstraZeneca) attempting to hold the company liable…more

AstraZeneca, Class Action, Clinical Trials, Dismissals, Material Misstatements

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The CFPB’s “Junk Fees” Initiative: Recent Developments and Trends

The term “junk fee” is not defined under federal law, but the CFPB has focused on factors such as whether the fee would be unexpected to or take advantage of a reasonable consumer, the amount of the fee compared to the cost of…more

Banking Sector, Banks, Consumer Financial Protection Bureau (CFPB), Credit Cards, Debit Cards

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Cybersecurity - Cracking the Code on Upcoming Disclosures

As annual reporting season begins, it is important to take a fresh look at the company’s governance and incident response processes and develop risk-informed and compliant disclosures. While many companies are understandably…more

Corporate Governance, Cyber Incident Reporting, Cybersecurity, Disclosure Requirements, Form 10-K

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Be Mindful of Phantom Equity

A new case demonstrates the importance of conducting due diligence on compensatory arrangements and adjusting capitalization representations in merger agreements accordingly. Phantom equity is a form of employee…more

Contract Terms, Due Diligence, Equity Compensation, Equity Securities, Merger Agreements

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“Corrective construction” to achieve commercial common sense in company articles

In the recent Court of Appeal judgment in DnaNudge Limited v. Ventura Capital GP Limited [2023] EWCA Civ 1142, the court confirmed that a provision of the company’s articles allowing for the conversion of Series A shares to…more

Articles of Incorporation, Conversion, Investors, Majority Shareholders, Series A

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California OHCA Publishes Final Regulations Regarding Healthcare Transaction Filing Requirements and Review Process

California Senate Bill 184 (SB 184), which was passed in June 2022, created the state Office of Health Care Affordability (OHCA) to contain healthcare spending in California.  Effective for transactions closing on or after…more

Administrative Agencies, Comment Period, Corporate Practice of Medicine, Filing Deadlines, Filing Requirements

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Delaware Court of Chancery Denies Motion to Dismiss in Shareholder Class Action Lawsuit Related to Mindbody Inc.'s Billion Dollar Merger with Vista Equity Partners

Delaware Court of Chancery Denies Motion to Dismiss in Shareholder Class Action Lawsuit Related to Mindbody Inc.’s Billion Dollar Merger with Vista Equity Partners; Second Circuit Unanimously Affirms Lower Court’s Decision…more

Bad Faith, Breach of Duty, Business Judgment Rule, Class Action, Conflicts of Interest

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Newly Appointed Federal Watchdogs Warn they are Focused on Private Funds

Private funds can draw lessons about how to prioritize their compliance efforts and practices in response to a series of warnings by newly-appointed federal regulators of increased scrutiny, regulation, and enforcement…more

Conflicts of Interest, Disclosure Requirements, Enforcement Actions, Enforcement Priorities, False Statements

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2023 Year in Review: Mortgage Origination and Servicing

Welcome to the Mortgage Origination and Servicing chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - Enforcement efforts are expected to increase in 2024 and will likely…more

Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Underwriting Life Sciences Companies: What Owners And Developers Of Real Estate Should Think About when Entering The Life Sciences Market

The process of underwriting tenants can involve a range of important – and sometimes competing – considerations at the best of times. In the propsci space, this is further complicated by the particular requirements of early…more

Business Model, Commercial Leases, Commercial Property Owners, Commercial Tenants, Early Stage Companies

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Top IP, FDA, and Compliance Issues for Medtech Companies Transitioning to Data-Enabled Product Solutions

Medtech companies are evolving rapidly as more and more of them develop products that collect and leverage substantial patient and provider data. ​​​​​​​ Companies that once only developed hardware-based solutions for medical…more

Anti-Kickback Statute, Artificial Intelligence, Compliance, Cybersecurity, Data Collection

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2023 Year in Review: Mortgage Origination and Servicing

Welcome to the Mortgage Origination and Servicing chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - Enforcement efforts are expected to increase in 2024 and will likely…more

Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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All Sides Dispute Federal Circuit Decision on PTAB's Constitutionality

Late in the day on December 16, 2019, three different petitions asked the full Federal Circuit to overturn a panel’s decision that members of the Patent Trial and Appeal Board (PTAB) were appointed in violation of the…more

Constitutional Challenges, En Banc Review, Inter Partes Review (IPR) Proceeding, Patent Litigation, Patent Trial and Appeal Board

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New Corporate Reporting Requirements on Trusts and Other Estate Planning Vehicles

The Financial Crimes Enforcement Network (FinCEN) has issued final regulations setting out the reporting requirements of the Corporate Transparency Act (CTA). The CTA requires the reporting of beneficial ownership information by…more

Anti-Money Laundering, Beneficial Owner, Compliance, Corporate Transparency Act, Estate Planning

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The Green Wave: Cannabis Legalization Sweeps in 2020

It was a Green Wave on election night, with every cannabis-related legalization measure on the ballot passing, some by surprisingly large margins of victory. As a result of the November 2020 election, the number of states that…more

Ballot Measures, Cannabidiol (CBD) oil, Cannabis Products, Cannabis-Related Businesses (CRBs), Decriminalization of Marijuana

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Horizon Scan for Private Investment Funds: Key Recent and Expected Funds, Regulatory and Tax Developments to Look Out For - May 2023

Welcome to the second edition of our Horizon Scan, where we focus on some of the principal recent and expected developments and changes that we expect to be of interest to those in the non-listed funds sector. We have grouped…more

AIFM, Alternative Investment Fund Managers Directive (AIFMD), Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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Court Dismisses Post-SPAC Class Action for Lack of Standing

On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds…more

Board of Directors, Class Action, Conflicts of Interest, Corporate Officers, Cryptocurrency

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SEC Speaks Conference 2024

The SEC (U.S. Securities and Exchange Commission) recently hosted the 2024 SEC Speaks conference in Washington, DC. During the event, SEC leaders, including the Chair, commissioners, and senior staffers, shared their views about…more

Cooperation, Disgorgement, Electronic Communications, Enforcement, Enforcement Actions

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CFPB Says Creditors Must Provide Reasons For Taking Adverse Action, Even When Relying On AI

On May 26th, 2022, the Consumer Financial Protection Bureau (“CFPB”) published a Consumer Financial Protection Circular (the “Circular”), confirming that creditors must provide specific reasons for taking adverse action against…more

Adverse Action, Algorithms, Artificial Intelligence, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB)

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Corona Matching Facility: support for German START-UPS

The German government has extended its financial support for businesses challenged by the adverse economic effects of the ongoing COVID-19 pandemic. In addition to the initial unprecedented loan program addressed to businesses…more

Coronavirus/COVID-19, Federal Loans, Financial Stimulus, Germany, Loan Applications

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Marketing Crypto Assets to EU Investors Under MICA: ESMA’s First Take on Reverse Solicitation

In our previous alert, we noted the statement of the European Securities and Markets Authority (ESMA) encouraging market participants and national competent authorities in EU member states to prepare for implementation of the…more

Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets, EU

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Acquiring or Investing in EU Crypto-Asset Businesses: Further Clarity on MiCA

In our previous alert “Acquiring or Investing in EU Crypto-Asset Businesses: MiCA’s Impact,” we discussed the impact of the European Union (EU) Markets in Crypto-Assets Regulation (MiCA) on the acquisition or investment in EU…more

Acquisitions, Anti-Money Laundering, Cryptoassets, Digital Assets, EU

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SEC Issues No-Action Relief On Registered Funds’ Custody Of Loan Interests

In this Issue. The U.S. Securities and Exchange Commission (SEC) was very active this week, having (i) issued no-action relief allowing registered funds to engage in self-custody of interests in loans that are originated,…more

Banking Sector, Biden Administration, Capital Raising, CARD Act, Community Reinvestment Act

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2023 Year in Review: Mortgage Origination and Servicing

Welcome to the Mortgage Origination and Servicing chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - Enforcement efforts are expected to increase in 2024 and will likely…more

Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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SEC’s Proposals to Modernize Beneficial Ownership Reporting May Complicate Enforcement of REIT Charter Ownership Limitations

On February 10, 2022, the U.S. Securities and Exchange Commission (“SEC”) proposed amendments designed to modernize the rules governing beneficial ownership reporting. Section 13 of the Securities Exchange Act of 1934, as…more

Beneficial Owner, Comment Period, Institutional Investors, Proposed Amendments, Publicly-Traded Companies

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Third Circuit Affirms Dismissal of Complaint, Finding Investors Failed to Sufficiently Allege Amarin’s Statements Were False or Misleading

On June 14, 2022, the U.S. Court of Appeals for the Third Circuit affirmed the dismissal of a securities suit brought by investors in pharmaceutical company, Amarin Corporation, PLC, holding that the investors had failed to…more

Blockchain, Board of Directors, Class Action, Dismissals, False Statements

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Luxembourg Funds and Brexit: Update to UK Managers

With the transition period coming to an end by the end of 2020, many UK managers are questioning the implication of Brexit to the fundraising and management of Luxembourg-based funds. As forecasted in our previous market…more

AIFM, Alternative Investment Fund Managers Directive (AIFMD), Alternative Investment Funds, CSSF, EU

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Fresenius Kabi Announces Launch of TYENNE, a Tocilizumab Biosimilar Referencing ACTEMRA

On April 15, 2024, Fresenius Kabi announced the U.S. launch of its ACTEMRA biosimilar, TYENNE (tocilizumab-aazg) as an intravenous formulation..…more

Biologics, Biosimilars, Food and Drug Administration (FDA), Life Sciences, Pharmaceutical Industry

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How to Write an Effective Search Fund PPM (From The Lawyers Who Wrote The Model)

Preparing a private placement memorandum (PPM) to share with potential investors is typically the first step for most searchers as they begin their search journeys. A PPM is, in essence, an introduction to the searcher and the…more

Contract Drafting, Drafting Attorney, Investors, Private Placements

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President Biden Signs Into Law Medicare Telehealth Coverage Extension Post-Public Health Emergency

On March 15, 2022, President Biden signed into law the $1.5 trillion Consolidated Appropriations Act of 2022 (the “Omnibus Bill”). Included in the 2,700+ page Omnibus Bill is an extension of Medicare coverage of professional…more

Biden Administration, Consolidated Appropriations Act (CAA), Health Care Providers, Medicare, Public Health Emergency

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ISS Corporate Governance and Compensation Voting Policies for 2017

ISS has announced its policy updates for 2017 shareholder meetings. Significant corporate governance policy changes include negative voting recommendations for companies that restrict shareholders’ ability to amend the company’s…more

Bylaws, Corporate Governance, Institutional Shareholder Services (ISS), Majority Voting Policies, Proxy Voting Guidelines

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2023 Year in Review: Credit Reporting

Welcome to the Credit Reporting chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - The CFPB’s announcement of a proposed rulemaking to remove medical bills from…more

Annual Reports, Consumer Financial Products, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Credit Repair Services

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Delaware Chancery Court Dismisses Derivative Claim for Failure to Show Demand Futility

Delaware Chancery Court Dismisses Derivative Claim for Failure to Show Demand Futility; Federal Illegality of Marijuana Industry Bars Relief for Numerous Investor Claims; LIBOR Convictions of Former Deutsche Bank Traders…more

Bank Fraud, Banking Sector, Board of Directors, Breach of Duty, Business Judgment Rule

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Financial Services Weekly Roundup: OCC Adds “Madden Fix” To Its Playbook

In This Issue. The Office of the Comptroller of the Currency (OCC) finalized its “Madden fix,” establishing a rule that codifies the “valid when made” principle for nationally chartered banks; the Securities and Exchange…more

Borrowers, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Department of Labor (DOL), FDIC

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The Impact of Technology in the Growth of the Life Sciences Industry

Perhaps nowhere do technology and real estate intersect more deeply than in the life sciences industry, where sophisticated technologies are integral to tenants’ operations. The life sciences industry, which was experiencing…more

Biotechnology, Commercial Tenants, Coronavirus/COVID-19, Investors, Laboratories

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9 Key Takeaways From Goodwinʼs Legal Operations & Corporate Counsel Roundtable

Strategies and best practices to contain costs, maximize efficiencies and leverage innovation to collaborate across teams - Goodwin, in conjunction with the Northeast chapter of the Association of Corporate Counsel (ACC),…more

Best Practices, Business Development, Business of Law, Corporate Counsel, Diversity

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Second Circuit Rules that Syndicated Loans Are Not “Securities” Under State and Federal Law

On August 24, 2023, the U.S. Court of Appeals for the Second Circuit in Kirschner unanimously  held that notes evidencing syndicated loans do not plausibly qualify as “securities” covered by state and federal securities laws…more

Borrowers, Breach of Duty, Chapter 11, Commercial Loans, Covenant of Good Faith and Fair Dealing

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California Insurance Reform Creates Opportunity

As wildfires continue to grow in frequency and scale across California, and as the state’s homeowner’s insurance crisis continues to worsen, the California Department of Insurance (DOI) has issued a proposed regulation that, for…more

California, Consumer Insurance Products, Department of Insurance, Homeowner's Insurance, Insurance Reform

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FTC Proposes a Sweeping Rule That Would Ban Nearly All US Noncompete Agreements

On January 5, 2023, the United States Federal Trade Commission (“FTC”) proposed a new rule (the “Proposed Rule”) that — if implemented — could dramatically restrict the use of non-compete agreements throughout the United States…more

Contract Terms, Employment Contract, Federal Trade Commission (FTC), FTC Act, Non-Compete Agreements

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The Seventh Circuit Affirms Dismissal of the HUMIRA Antitrust Litigation

​​​​​​​The Seventh Circuit issued this week a long-awaited opinion in the HUMIRA antitrust litigation, UFCW Local 1500 Welfare Fund v. AbbVie Inc., Case No. 20-2402.  The appeal is from the Northern District of Illinois’s…more

AbbVie, Anti-Competitive, Antitrust Litigation, Biosimilars, Dismissals

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In First Published Appellate Decision Addressing Gartenberg Factors Since Jones v. Harris, U.S. Court of Appeals Rejects Subadvisory Fee Comparison Theory of Liability

On March 30, 2020, 10 years to the day after the Supreme Court issued its decision in Jones v. Harris, 559 U.S. 335 (2010), the U.S. Court of Appeals for the Sixth Circuit issued the first published federal appellate decision…more

Appeals, Excessive Fees, Fiduciary Duty, Investment Adviser, Investment Company Act of 1940

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Arizona Kicks Off Adult-Use Cannabis Sales in Record Time

Last Friday, on January 22 — less than three months after voters approved Proposition 207 legalizing recreational marijuana — the Arizona Department of Health Services (“ADHS”) opened the state to recreational cannabis sales. By…more

Dispensaries, Licensing Rules, Marijuana, Marijuana Related Businesses, Recreational Use

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Alexion Sues Samsung over Proposed Eculizumab Biosimilar

Alexion Pharmaceuticals, Inc. and Alexion Pharma International Operations Ltd. (collectively, “Alexion”) filed a complaint on January 3, 2024, against Samsung Bioepis Co. Ltd. (“Samsung”) in the U.S. District Court for the…more

Biosimilars, BPCIA, Patent Infringement, Patent Litigation, Patents

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Five Things You Need to Know About Launching Fintech Products in the US

With more fintech’s looking to expand their businesses internationally, it can be daunting to navigate varying regulations across borders. This article focuses on regulations in the United States. For those also focused on…more

Banks, Cross-Border Transactions, Cryptocurrency, FDIC, Financial Regulatory Agencies

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Most Noncompete Agreements with Covered Employees Violate the National Labor Relations Act According to Recent Guidance

On May 30, 2023, the General Counsel of the National Labor Relations Board ("NLRB" or "the Board") joined an increasing number of government authorities to cast doubt on the enforceability of certain noncompetition agreements…more

Employer Liability Issues, Federal Trade Commission (FTC), NLRA, NLRB, NLRB General Counsel

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In Continuing Efforts to Incentivize Self-Disclosures and Cooperation, DOJ Announces Pilot Program to Pay Criminal Whistleblowers

Over the last few years, the U.S. Department of Justice (“DOJ”) has continuously announced significant policies and programs directed at encouraging and rewarding the timely reporting of corporate wrongdoing, incentivizing…more

Artificial Intelligence, Compliance, Cooperation, Corporate Crimes, Corporate Misconduct

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CFPB Files Opening Brief in its Appeal of District Court Ruling that ECOA Applies Only to Applicants

On June 14, 2020, the Consumer Financial Protection Bureau (CFPB) filed its opening brief in its appeal of a U.S. district court’s decision in the CFPB’s enforcement action against Townstone Mortgage (Townstone). The CFPB’s…more

Amicus Briefs, Appeals, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders

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Germany Set To Legalize Adult-Use Cannabis

On February 23, 2024, the German Bundestag passed the Cannabisgesetz, or Cannabis Control Bill, making it the third member of the EU to legalize adult-use cannabis. Once in effect, this law will legalize adult-use cannabis for…more

Cannabis Products, Decriminalization of Marijuana, Germany, Marijuana, Medical Marijuana

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Findings from the Final Evaluation Report on the Operation of the Permanent Measures in the UK Corporate Insolvency and Government Act

On 19 December 2022, the UK Insolvency Service published the “Corporate Insolvency and Governance Act — Final Evaluation Report November 2022,” which considers the operation of the permanent measures within the Corporate…more

Corporate Governance, Corporate Insolvency and Governance (CIG) Act 2020, Debt Restructuring, Information Reports, Insolvency

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Fund Finance: 2023 Reflections and Looking Ahead to 2024

Goodwin is proud to be a platinum sponsor of the 2024 Global Fund Finance Symposium. As next week’s conference approaches and our clients, colleagues, and friends head toward Miami, the Goodwin Fund Finance team has paused to…more

Asia, Asia Pacific, Banking Crisis, Banks, Capital Markets

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FDA Accepts Outlook Therapeutics’ BLA for Ophthalmic Bevacizumab

Outlook Therapeutics recently announced that the U.S. Food and Drug Administration (FDA) has accepted for filing its Biologics License Application (BLA) for ONS-5010 / LYTENAVA (bevacizumab-vikg), an investigational ophthalmic…more

Biologics, Food and Drug Administration (FDA), Pharmaceutical Industry, Prescription Drugs

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SEC Proposes Round Three Of Disclosure Modernization

The Securities and Exchange Commission (SEC) has proposed a third group of amendments to its disclosure requirements. The proposals would generally simplify disclosure about a company’s business, emphasizing a principlesbased…more

Disclosure Requirements, Modernization, Regulation S-K, Securities and Exchange Commission (SEC), Smaller Reporting Companies

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In Continuing Efforts to Incentivize Self-Disclosures and Cooperation, DOJ Announces Pilot Program to Pay Criminal Whistleblowers

Over the last few years, the U.S. Department of Justice (“DOJ”) has continuously announced significant policies and programs directed at encouraging and rewarding the timely reporting of corporate wrongdoing, incentivizing…more

Artificial Intelligence, Compliance, Cooperation, Corporate Crimes, Corporate Misconduct

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Fund Finance: 2023 Reflections and Looking Ahead to 2024

Goodwin is proud to be a platinum sponsor of the 2024 Global Fund Finance Symposium. As next week’s conference approaches and our clients, colleagues, and friends head toward Miami, the Goodwin Fund Finance team has paused to…more

Asia, Asia Pacific, Banking Crisis, Banks, Capital Markets

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Delaware Court of Chancery Finds that Director’s Email on Outside Email System Remains Confidential

Delaware Court of Chancery Finds that Director’s Email on Outside Email System Remains Confidential; Delaware Supreme Court Overrules Longstanding Precedent Regarding Derivative Versus Direct Standing; SEC Files Crowdfunding…more

Anti-Fraud Provisions, Attorney-Client Privilege, Board of Directors, Cannabis-Related Businesses (CRBs), Class Action

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2020 Year In Review Securities Litigation Against Technology Companies

In many ways, 2020 was an unprecedented year. In midMarch, the United States abruptly went into lockdown as coronavirus cases began to spike; a national emergency was declared, travel bans and gathering restrictions were…more

Class Action, Data Breach, Dismissals, Duty to Disclose, Failure To Disclose

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A Practical Look at OIG’s New Compliance Guidance

On November 6, 2023, for the first time in 15 years, HHS OIG issued a new reference guide for the health care compliance community – the General Compliance Program Guidance, or GCPG. While the GCPG does not set new legal…more

Anti-Kickback Statute, Board of Directors, Compliance, Department of Health and Human Services (HHS), Employee Training

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SEC Makes Cybersecurity Top Priority; Sanctions Firms for Cybersecurity Failures

There is little doubt that the U.S. Securities and Exchange Commission is making cybersecurity a top priority. SEC Chair Gary Gensler told a Senate committee on Tuesday, September 14, 2021 that the agency is developing a…more

Broker-Dealer, Cyber Attacks, Cyber Incident Reporting, Cyber Threats, Cybersecurity

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Horizon Scan for Private Investment Funds: Key Recent and Expected Funds, Regulatory and Tax Developments to Look Out For - May 2023

Welcome to the second edition of our Horizon Scan, where we focus on some of the principal recent and expected developments and changes that we expect to be of interest to those in the non-listed funds sector. We have grouped…more

AIFM, Alternative Investment Fund Managers Directive (AIFMD), Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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What’s Next for AI? Six Areas to Watch in 2024

Generative AI (GenAI) surged to the forefront of corporate agendas and public policy debates last year, promising to boost productivity and innovation. What’s in store for AI in 2024?…more

Artificial Intelligence, Authors, Authorship, Copyright, Copyright Infringement

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Reviewing the Industry Groups’ Opening Brief Challenging the Private Funds Rules

On November 1, 2023, the industry groups (the Petitioners) challenging the new Private Fund Adviser Rules filed in the US Court of Appeals for the Fifth Circuit their opening brief (the Brief) setting forth their legal arguments…more

Audits, Custody Rule, Dodd-Frank, Investment Adviser, Investment Advisers Act of 1940

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In Updated Guidance on Use of Tracking Technologies by HIPAA Regulated Entities, HHS-OCR Takes Expansive View of When Information Related to Unauthenticated Individuals Is PHI

On March 18, 2024, the U.S. Department of Health and Human Services Office for Civil Rights (HHS-OCR) revised its controversial December 2022 bulletin (the December 2022 Bulletin) regarding the use of tracking technologies by…more

Business Associates, Covered Entities, Department of Health and Human Services (HHS), Enforcement, Enforcement Priorities

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Mitigation of Cybersecurity Risks in Medical Device Software: FDA Discussion & Insights for OEMs, Remanufacturers, and Servicers

I. OVERVIEW - The U.S. Food & Drug Administration (“FDA”) has increased its focus on mitigating cybersecurity risks in medical device software. On June 24, 2021, the FDA issued two documents that are important not only for…more

Comment Period, Cyber Attacks, Cybersecurity, Draft Guidance, Food and Drug Administration (FDA)

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National Bank Settles with NY Attorney General for $700K

​On April 17, 202​4, the New York State Attorney General (NY AG) announced that it entered into an Assurance of Discontinuance​ (AOD) with​ a national bank, resolving​ allegations related to the bank’s debt collection practices…more

Banks, Debt Collection, Enforcement Actions, Remediation, Restitution

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Significant 340B Drug Pricing Program Litigation May Impact 340B Scope

Two recent federal court cases signal new significant developments with respect to the 340B Drug Pricing Program. Specifically: (1) new federal district court litigation challenging a recent HRSA Notice involving 340B Program…more

Covered Entities, Drug Pricing, HRSA, Pharmaceutical Industry, Prescription Drugs

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Why Film and TV Studios Could Be a Blockbuster Alternative Asset Class

Studios are excellent opportunities for operational real estate, with even more upside available to those who are able to provide important ancillary services. Achieving desired returns from traditional asset classes like…more

Asset Class, Commercial Leases, Commercial Property Owners, Commercial Real Estate Market, Commercial Tenants

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Financial Services Weekly Roundup: The CFPB Digs Into “Seasoned” Qualified Mortgages

In the News. The Consumer Financial Protection Bureau (CFPB) issued a notice of proposed rulemaking to create a new category of “seasoned” qualified mortgages; the Securities and Exchange Commission’s (SEC) Office of Compliance…more

401k, Anti-Money Laundering, Bank Secrecy Act, Banking Regulators, Banking Sector

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Biogen and Bio-Thera Announce Positive Phase 3 Results On Tocilizumab Biosimilar

Biogen Inc. and Bio-Thera Solutions, Ltd. today announced positive Phase 3 results on BAT1806, a proposed biosimilar to ACTEMRA®/RoACTEMRA (tocilizumab). According to the Biogen press release, the study met its primary…more

Biosimilars, Clinical Trials, Pharmaceutical Industry, Prescription Drugs

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“Good Faith” in Shareholders’ Agreements: What Does it Mean?

Shareholder agreements often include an obligation that the shareholders must act with “good faith” in their dealings with one another and with the company. However, what does that actually mean? In this insight, we consider the…more

Board of Directors, Breach of Contract, Contract Drafting, Contract Terms, Corporate Officers

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HHS OCR Proposes Changes to HIPAA to Support Reproductive Health Care Privacy

On April 17, 2023, the Office for Civil Rights (“OCR”) of the U.S. Department of Health and Human Services (“HHS”) issued a notice of proposed rulemaking to modify the Standards for Privacy for Individually Identifiable Health…more

Biden Administration, Department of Health and Human Services (HHS), EMTALA, Health Care Providers, Health Insurance Portability and Accountability Act (HIPAA)

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Ten Considerations for Large-Cap and Upper-Middle-Market Borrowers in Early Stages of Distress

Companies continue to face economic uncertainty caused by a variety of factors such as high interest rates, changing consumer spending habits, a tight debt and equity environment, labor market and inflationary pressures,…more

Commercial Loans, Corporate Restructuring, Credit Facilities, Debt Restructuring, Default

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EU Standard Contractual Clauses Need Replacing by December 27, 2022

On June 4, 2021, the European Commission (the “EC”) abolished the old Standard Contractual Clauses (the “Old SCCs”) and published a new more flexible set of clauses (the “New SCCs”) for companies that wish to export personal…more

Contract Terms, EU, General Data Protection Regulation (GDPR), International Data Transfers, Personal Data

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Supreme Court Rejects Securities Lawsuit Based On “Pure Omission” From SEC Filings

In a narrow but potentially significant decision, the Supreme Court has held that securities-fraud plaintiffs cannot recover based on a “pure omission” from a company’s public statements under the most common legal basis for…more

Disclosure Requirements, Failure To Disclose, Macquarie Infrastructure Corp v Moab Partners LP, Omissions, Rule 10(b)

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Antitrust & Competition Healthcare Year in Review 2023

2023 saw a significant uptick in antitrust scrutiny and enforcement, particularly in the healthcare space. After much rhetoric and a setback in challenging state Certificate of Public Advantage (COPA) laws, the Federal Trade…more

Acquisitions, Antitrust Division, Antitrust Investigations, Antitrust Provisions, Competition

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Germany Announces 2 Billion Euros Aid Package for Start-ups Amid COVID-19 Crisis

On 1 April 2020, the German Federal Government announced that it intends to supplement its existing uncapped aid for businesses to overcome the ongoing Coronavirus crises by providing a further 2 billion euros financial booster…more

Coronavirus/COVID-19, Entrepreneurs, Financial Distress, Germany, Relief Measures

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The SEC Amends the Internet Adviser Exemption

On March 27, 2024, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 203A-2(e) of the Investment Advisers Act of 1940 (the Advisers Act) (the Internet Adviser Exemption)…more

Amended Rules, Compliance, Compliance Dates, Exemptions, Form ADV

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Financial Institution Diversity Voluntary Self-Assessments: Due September 30

Financial Institution Diversity Voluntary Self-Assessments: Due September 30 - On July 13, the FDIC issued a financial institution letter announcing that FDIC-supervised financial institutions are encouraged to voluntarily…more

Broker-Dealer, Consumer Financial Protection Bureau (CFPB), Crypto Exchanges, Customer Protection Rule, Decentralized Finance (DeFi)

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2023 Year in Review: Mortgage Origination and Servicing

Welcome to the Mortgage Origination and Servicing chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - Enforcement efforts are expected to increase in 2024 and will likely…more

Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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2024 HSR Thresholds Announced: $119.5 million

As required by the HSR Act, on January 22, 2024, the U.S. Federal Trade Commission (“FTC”) released its annual adjustments to the reporting thresholds and filing fees. The key number to remember is now $119.5 million…more

Acquisitions, Antitrust Division, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees

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Visa Abandons $5.3B Acquisition Of Fintech Company Plaid After DOJ’s Challenge - Upstart Competitors Should Be Aware Of “Killer Acquisitions”

Visa abandoned its $5.3 billion acquisition of Plaid Inc., a fintech company known for its data aggregation technology, but which was developing a potential rival to Visa’s online debit services. The parties abandoned the…more

Antitrust Division, Antitrust Investigations, Competition, Department of Justice (DOJ), FinTech

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ERISA Fiduciary Rule Impact on Unregistered Investment Funds

ERISA imposes stringent conduct standards (and potential liability) on any person who acts as a “fiduciary,” a term that includes a person who renders “investment advice” to an ERISA plan or an IRA. The DOL has issued a…more

Department of Labor (DOL), Employee Retirement Income Security Act (ERISA), Fiduciary Rule, Individual Retirement Account (IRA), Investment Adviser

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9 Key Takeaways From Goodwinʼs Legal Operations & Corporate Counsel Roundtable

Strategies and best practices to contain costs, maximize efficiencies and leverage innovation to collaborate across teams - Goodwin, in conjunction with the Northeast chapter of the Association of Corporate Counsel (ACC),…more

Best Practices, Business Development, Business of Law, Corporate Counsel, Diversity

See all updates »

New California Law Will Require Increased Diversity On Public Boards

On September 30, 2020, California Governor Gavin Newsom signed Assembly Bill 979 (AB-979) into law, which will require every public company with securities listed on a major U.S. stock exchange and that has its principal…more

Board of Directors, Corporate Governance, Diversity, New Legislation, Publicly-Traded Companies

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

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2021 Year in Review: Securities Litigation Against Life Sciences Companies

Summary of 2021 Trends, Themes, and Takeaways - We are proud to present our sixth annual Securities Litigation Year in Review publication, in which we analyze data for securities class actions filed nationally against…more

Biotechnology, Class Action, Life Sciences, Pharmaceutical Industry, Securities Litigation

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SEC Chairman’s Comments Signal Likely Changes to Rule 10b5-1 Trading Plans

Rule 10b5-1 trading plans have faced increased scrutiny since the onset of the COVID-19 pandemic and the corresponding public focus on stock sales by executives of public life sciences companies. On June 7, 2021, SEC Chairman…more

10b5-1 Plans, Corporate Executives, Disclosure Requirements, Insider Trading, Publicly-Traded Companies

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California OHCA Publishes Final Regulations Regarding Healthcare Transaction Filing Requirements and Review Process

California Senate Bill 184 (SB 184), which was passed in June 2022, created the state Office of Health Care Affordability (OHCA) to contain healthcare spending in California.  Effective for transactions closing on or after…more

Administrative Agencies, Comment Period, Corporate Practice of Medicine, Filing Deadlines, Filing Requirements

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Antitrust & Competition Technology 2023 Year in Review

Antitrust actions significantly impacted the technology sector in 2023 and are poised to have substantial repercussions in the future, affecting both major tech companies and emerging enterprises. In addition to a focus on the…more

Acquisitions, Antitrust Provisions, Competition, Department of Justice (DOJ), EU

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US Government Moves to Regulate Cross-Border Transactions Involving Sensitive Data

In a sweeping, coordinated effort across federal agencies, the US government has taken a giant leap forward to prevent access to data that could be exploited to the detriment of national security. On February 28, 2024, President…more

Advanced Notice of Proposed Rulemaking (ANPRM), Biden Administration, Bureau of Industry and Security (BIS), CFIUS, China

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New Costs For Landlords Due To Carbon Dioxide Cost Allocation Act

The Lower House of the German Parliament (Deutscher Bundestag) passed the Act on the Allocation of Carbon Dioxide Costs (Carbon Dioxide Cost Allocation Act - CO2KostAufG on August 24, 2022, printed matter (Bundesdrucksache)…more

Cost Allocation, Emissions Trading System, Germany, Landlords, New Legislation

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Recent Bayh-Dole Act News: Comments on the Draft Framework; HHS Refuses to March-In on Xtandi; and Delayed Contracting Doesn’t Avoid Bayh-Dole

U.S. universities and academic institutions rely heavily on federal grants to fund their research and generate innovations in life sciences. Universities often out-license patents protecting inventions created using federal…more

Bayh-Dole Act, Department of Health and Human Services (HHS), Federal Funding, Life Sciences, March-in-Rights

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SEC Marketing Rule Enforcement Actions Emphasize Need for Policies and Procedures Regarding the Use of Hypothetical Performance

The US Securities and Exchange Commission (the SEC) announced on September 11, 2023, that it had settled with nine SEC-registered investment advisers (the Advisers) over alleged violations of Rule 206(4)-1 under the Investment…more

Advertising, Enforcement Actions, Investment Adviser, Investment Advisers Act of 1940, Marketing

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SEC Focus on Cybersecurity Begins to Take Shape

The U.S. Securities and Exchange Commission is implementing a campaign to overhaul the agency’s expectations around cybersecurity and cyber incident reporting for the financial services industry and corporate America generally…more

Broker-Dealer, Cyber Incident Reporting, Cybersecurity, Data Collection, Disclosure Requirements

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Capturing the Operational Upside in Real Estate Investing

As noted in a previous article, real estate investors are increasingly turning to operational assets because they can generate higher returns compared to traditional real estate investments. But investing in operational real…more

Business Operations, Commercial Real Estate Contracts, Real Estate Investments

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Basis Stablecoin Shuts Down Due To What it Deems A “Serious Negative Impact” of U.S. Securities Regulations

Basis, one of the most well-funded crypto-startups, had plans to create an algorithmic central bank that aimed to create a price-stable cryptocurrency within a decentralized monetary system. In its April 2018 fundraising…more

Blockchain, Corporate Dissolution, Cryptocurrency, Institutional Investors, Regulation D

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Impact of Tax Reform on the Private Equity Industry

On December 22, 2017, President Trump signed the revised tax reform bill (the Bill) into law. The Bill enacts the most sweeping changes to the Internal Revenue Code since the Tax Reform Act of 1986 and will significantly impact…more

Business Income, Carried Interest Tax Rates, Corporate Taxes, Internal Revenue Code (IRC), Private Equity

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U.S. Supreme Court Rules Against Ford in Personal Jurisdiction Battle

The U.S. Supreme Court issued an important decision impacting personal jurisdiction Thursday in Ford Motor Co. v. Montana Eighth Judicial District Court et. al. and Ford Motor Co. v. Adam Bandemer, a pair of cases about whether…more

Automotive Industry, Causation, Ford Motor, Ford Motor Co. v Bandemer, Ford Motor Co. v Montana Eighth Judicial District Court

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Issues To Consider On The Path Forward For The Hospitality Industry

It is hard to pick any event or series of events that has adversely impacted the hospitality industry as hard as the COVID-19 pandemic. While the summer witnessed increased RevPAR in the U.S. as compared to the depths of March…more

Borrowers, CARES Act, Closing Documents, CMBS, Coronavirus/COVID-19

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The Role of Nonprofit Organization Boards of Directors in Times of Crisis

The directors of a nonprofit organization play a key role in the oversight of the organization and in the fulfillment of its mission. Directors are particularly critical in times of crisis such as the COVID-19 pandemic. Below we…more

Board of Directors, Business Development, Coronavirus/COVID-19, Crisis Management, Duty of Care

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ISS 2021 Policy Updates On Federal Forum And Exclusive State Law Forum Provisions, Board Diversity And Other Matters

Institutional Shareholder Services (“ISS”) published its proxy voting guidelines updates for 2021 (“Policy Updates”) on November 12, 2020. The changes that are likely to be of most interest to companies include new and updated…more

Advance Notice, Annual Meeting, Board of Directors, Bylaws, Corporate Governance

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Cybersecurity - Cracking the Code on Upcoming Disclosures

As annual reporting season begins, it is important to take a fresh look at the company’s governance and incident response processes and develop risk-informed and compliant disclosures. While many companies are understandably…more

Corporate Governance, Cyber Incident Reporting, Cybersecurity, Disclosure Requirements, Form 10-K

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Recent Ruling Clarifies Patent Litigation Timing Under Biosimilars Act

The first court decision interpreting the Biosimilars Act has arrived, with a federal district court in California finding that a biosimilar application must be filed with the FDA before patent litigation can be initiated. This…more

Allergan v Sandoz, Amgen, Biologics Price Competition and Innovation Act of 2009, Biosimilars, Food and Drug Administration (FDA)

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2022 Real Estate Capital Markets Conference Recap

While 2021 provided light at the end of the tunnel, the effects of the global COVID-19 pandemic continue to be felt in the real estate industry and capital markets. The widespread rollout of vaccines has allowed a path to…more

Capital Markets, Commercial Real Estate Market, Investors, Real Estate Financing, Real Estate Investments

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Germany Introduces New Rules on Crypto Funds

Germany has introduced a new regulation on crypto fund units (Verordnung über Kryptofondsanteile - KryptoFAV), that allows fund managers to issue fund units on an electronic instead of a physical basis. The new rules come less…more

Cryptoassets, Germany, Institutional Investors, Investment Funds, Market Participants

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The Art of AI: Protected by Copyright Law or Up for Grabs?

On August 18, 2023, the US District Court for the District of Columbia (the Court) ruled in Thaler v. Register of Copyrights that an AI-generated work “absent any guiding human hand” is not protected by copyright, explaining…more

Artificial Intelligence, Artistic Works, Artists, Authors, Authorship

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Envisioning the New Normal: Real Estate + Technology - Part 2: Hotels

This article is the second in a multi-part series examining the impact of the COVID-19 pandemic on select real estate sectors and the considerations around how technologies will shape future operations and accelerate means to…more

Commercial Tenants, Coronavirus/COVID-19, Health and Safety, Hospitality Industry, Hotels

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New ISSB Sustainability Standards: A Long-awaited Milestone for Harmonising ESG-Related Disclosure

On 26 June 2023, the International Sustainability Standards Board (“ISSB”) issued its first two sustainability standards, IFRS S1 and IFRS S2. These standards, which incorporate the recommendations of the Task Force on…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Emerging Growth Companies

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Delaware Court of Chancery Invalidates Governance Rights in Stockholder Agreement

On February 23, 2024, the Delaware Court of Chancery issued a decision in a class action lawsuit (West Palm Beach Firefighters’ Pension v. Moelis & Co.) that concluded most of the control provisions in a stockholder agreement in…more

Blocking Power, Board of Directors, Class Action, Contract Terms, Corporate Charters

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California OHCA Publishes Final Regulations Regarding Healthcare Transaction Filing Requirements and Review Process

California Senate Bill 184 (SB 184), which was passed in June 2022, created the state Office of Health Care Affordability (OHCA) to contain healthcare spending in California.  Effective for transactions closing on or after…more

Administrative Agencies, Comment Period, Corporate Practice of Medicine, Filing Deadlines, Filing Requirements

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New Jersey Cannabis Regulatory Commission Approves Specially Adopted Personal Use Cannabis Rules

On August 19, 2021, the New Jersey Cannabis Regulatory Commission (CRC) approved the Specially Adopted Personal Use Cannabis Rules (the “Rules”). The Rules will be effective until at least August 19, 2022. The Rules establish…more

Application Fees, Business Operations, Cannabis-Related Businesses (CRBs), Dispensaries, Excise Tax

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The Federal Deposit Insurance Corporation (FDIC) Issued Guidance Regarding FDIC Insurance and Crypto Assets - August 2022 #2

FDIC Takes Action Against False or Misleading Crypto-Related Representations - On August 19, the FDIC issued letters (the Letters) to five companies demanding that they cease and desist from making false and misleading…more

Banking Sector, Cease and Desist, CFTC, Cryptoassets, Cryptocurrency

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IRS Addresses RIC Qualification Matters Related to Derivatives and Use of Blocker Corporations

On Wednesday, September 28, the IRS and Treasury Department proposed regulations under Section 851 of the Code that, if finalized, could prospectively invalidate dozens of private letter rulings treating subpart F and passive…more

Blocker Corporations, Derivatives, Investment Companies, IRS, PFIC

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The Digital Markets, Competition, and Consumers Bill

The Digital Markets, Competition, and Consumers Bill (the DMCC) was introduced in the House of Commons on 25 April 2023, and the second reading was held on 17 May. The DMCC aims to cover two main topics: (a) digital markets and…more

Consumer Protection Laws, Digital Markets Strategy, Digital Single Market, Enforcement, EU

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Why Hotels Are Turning to C-PACE Financing to Drive Sustainable Development

Over the past few years, environmental, social, and governance (ESG) principles have played a more prominent role than ever in the way real estate investors, property owners, and lenders invest in and develop commercial real…more

Commercial Loans, Commercial Property Owners, Energy Efficiency, Environmental Social & Governance (ESG), Hotels

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SEC Sues Binance and Coinbase: What Are the Allegations and What Is Next?

In the span of two days, June 5 and June 6, 2023, the US Securities and Exchange Commission (SEC) commenced proceedings against the largest crypto asset exchange in the world, Binance.com; its affiliated US exchange, Binance.US;…more

Coinbase, Criminal Prosecution, Crypto Exchanges, Cryptoassets, Investment Contract

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Client Conversation: Square Mile Capital

As investors’ demand for life sciences real estate grows at a rapid pace, lenders are actively seeking to lend in this space. Goodwin partner Jarrid King spoke with Eric Juster, Vice President, Investments at Square Mile…more

Funding, Investors, Lenders, Life Sciences, Real Estate Development

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Dos and Don'ts of Interacting with Bank Regulators

Supervision is a daily fact of life for bank boards and management. Below, we offer strategies for how both board members and members of management can ensure that the supervisory process goes as smoothly as possible…more

Banking Examinations, Banking Regulators, Banking Sector, Banks, Best Practices

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2021 HSR Thresholds Announced: $92 Million

As required by the HSR Act, on February 1, 2021, the U.S. Federal Trade Commission (“FTC”) released its annual adjustments to the reporting thresholds. The key number to remember is now $92 million. Note, this is a decrease from…more

Antitrust Division, Civil Monetary Penalty, Federal Trade Commission (FTC), Filing Fees, Hart-Scott-Rodino Act

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SEC’s Phone Call to Protostarr Shuts Down its ICO

Protostarr, a block-chain based startup, has shut down its decentralized application and refunded its initial coin offering (ICO) participants following a request for information from the U.S. Securities and Exchange Commission…more

Initial Coin Offering (ICOs), Securities, Securities and Exchange Commission (SEC), Startups, Token Sales

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SEC Greenlights NYSE Proposal Modifying Direct Listings

SEC Greenlights NYSE Proposal Modifying Direct Listings; SEC Expands Definition of Accredited Investor; SDNY Court Permits Trial To Proceed Against Former Lead Trader at Nomura Securities International; Delaware Chancery Court…more

Accredited Investors, Amended Rules, Blockchain, Cryptocurrency, Direct Listing

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Corona Matching Facility: support for German START-UPS

The German government has extended its financial support for businesses challenged by the adverse economic effects of the ongoing COVID-19 pandemic. In addition to the initial unprecedented loan program addressed to businesses…more

Coronavirus/COVID-19, Federal Loans, Financial Stimulus, Germany, Loan Applications

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California Insurance Reform Creates Opportunity

As wildfires continue to grow in frequency and scale across California, and as the state’s homeowner’s insurance crisis continues to worsen, the California Department of Insurance (DOI) has issued a proposed regulation that, for…more

California, Consumer Insurance Products, Department of Insurance, Homeowner's Insurance, Insurance Reform

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TC Heartland LLC v. Kraft Foods Group Brands LLC: Supreme Court Tightens Venue Rules for Patent Cases

In a unanimous 8-0 decision, the Supreme Court ruled on May 22, 2017, in TC Heartland LLC v. Kraft Foods Group Brands LLC that for purposes of venue in patent-infringement litigation, a U.S. corporation “resides” only in the…more

Patent Infringement, Patent Litigation, Patents, Personal Jurisdiction, Principal Place of Business

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SEC Proposes Universal Access to “Testing-the-Waters” Exemption

The Securities and Exchange Commission (SEC) has announced a proposal to expand the current exemption for “testing-the-waters” communications — currently limited to emerging growth companies (EGCs) — to all companies, including…more

Accredited Investors, Emerging Growth Companies, Investment Companies, JOBS Act, Qualified Institutional Buyers

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Washington’s My Health My Data Act Comes Into Force - What You Need to Know, and Do

On March 31, 2024, the Washington My Health My Data Act (MHMDA), a comprehensive consumer health privacy law, will come into force. Small businesses – defined as those processing consumer health data of fewer than 100,000…more

Advertising, Consent, Consumer Privacy Rights, Data Privacy, Exemptions

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Bitcoin Investment Trust Files Registration Statement For IPO

Bitcoin Investment Trust filed a public registration statement with the SEC on January 20, 2017, for a proposed initial public offering. This is the second bitcoin investment vehicle trying to register its securities after…more

Bitcoin, Initial Public Offering (IPO), Investment Trust Companies, Registration Statement, Securities and Exchange Commission (SEC)

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Germany Introduces New Rules on Crypto Funds

Germany has introduced a new regulation on crypto fund units (Verordnung über Kryptofondsanteile - KryptoFAV), that allows fund managers to issue fund units on an electronic instead of a physical basis. The new rules come less…more

Cryptoassets, Germany, Institutional Investors, Investment Funds, Market Participants

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Corona Matching Facility: support for German START-UPS

The German government has extended its financial support for businesses challenged by the adverse economic effects of the ongoing COVID-19 pandemic. In addition to the initial unprecedented loan program addressed to businesses…more

Coronavirus/COVID-19, Federal Loans, Financial Stimulus, Germany, Loan Applications

See all updates »

Rhode Island Becomes the 19th State to Legalize Recreational Cannabis

On May 25, 2022, Rhode Island Governor Dan McKee signed the Rhode Island Cannabis Act (the “Act”) into law, which legalizes recreational cannabis in Rhode Island. Some key highlights of the Act include the following..…more

Cannabis Products, Cannabis-Related Businesses (CRBs), Expungement, Licensing Rules, New Legislation

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Cash Management in Hotel Financing

The financing of hotels and resorts requires balancing the borrower’s need for flexibility to successfully operate the hotel against the lender’s desire to prevent cash leakage should conditions related to the borrower’s payment…more

Commercial Loans, Contract Terms, Financing, Franchise Agreements, Hilton

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Use of EBITDA in Earnouts Increased 22% in Two Years

From 2020 to 2022, EBITDA became almost as prevalent as revenue metrics for determining earnout payments, according to analysis of the Goodwin Private Equity Deals Database. In 2022, EBITDA was used in 40% of earnouts, up 22%…more

Acquisitions, Buyers, Contract Negotiations, Contract Terms, Due Diligence

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Goodwin REIT Alert: Trends in REIT M&A (2022-2023)

In our 2022 alert “REIT M&A Trends Through the Pandemic,” we cataloged a total of 42 new REIT transactions announced between August 2020 and May 2022, a pace that rivaled or exceeded pre-pandemic levels. From May 2022 through…more

Acquisitions, Investment Funds, Mergers, Popular, Real Estate Investments

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Chinese Investments Into India

On April 17, 2020, India announced a change to its foreign investment policy under which investments by “an entity of a country, which shares a land border with India or where the beneficial owner of an investment into India is…more

Beneficial Owner, China, Cross-Border Transactions, Foreign Investment, India

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Long Awaited German RETT Rules For Share Deals To Come On 1 July 2021

After a long-lasting discussion regarding the real estate transfer tax (“RETT”) rules for share deals, it seems that the end of that discussion is near — at least for the moment. On 16 April 2021 the finance committee of the…more

Germany, Holding Periods, New Rules, Proposed Rules, Real Estate Transfers

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FTC Brings Action Against Two Companies Involved in Illegal Student Loan Relief Schemes

On May 8, 2023 the FTC announced that it filed complaints against two loan forgiveness and debt relief companies on April 24, 2023 alleging that they falsely claimed to be affiliated with the Department of Education…more

Debt Relief, Debt-Relief Industry, Do Not Call List, Federal Trade Commission (FTC), Robocalling

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FDA Approvals and Applications Update

On October 22, 2021, the FDA approved Genentech’s SUSVIMO (ranibizumab injection) for wet age-related macular degeneration (AMD) based on positive results from an open-label Phase III study. According to the Genentech press…more

FDA Approval, Food and Drug Administration (FDA), Genentech, Janssen Pharmaceuticals, Pharmaceutical Industry

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Celltrion Announces Phase III Results for Aflibercept Biosimilar

​​​​​​​On April 3, 2023, Celltrion announced positive 24-week results from its global Phase III Clinical Trial of CT-P42 (aflibercept), a biosimilar referencing Regeneron’s EYLEA. The trial is a 52-week trial in 348 patients…more

Biosimilars, Celltrion, Clinical Trials, Pharmaceutical Industry, Prescription Drugs

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FTC Proposes a Sweeping Rule That Would Ban Nearly All US Noncompete Agreements

On January 5, 2023, the United States Federal Trade Commission (“FTC”) proposed a new rule (the “Proposed Rule”) that — if implemented — could dramatically restrict the use of non-compete agreements throughout the United States…more

Contract Terms, Employment Contract, Federal Trade Commission (FTC), FTC Act, Non-Compete Agreements

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Department of Labor Finalizes Amendments to Investment Duties Regulation

On December 1, 2022, the Department of Labor (DOL) released final amendments to its regulation on investment duties under Section 404(a) of ERISA. The amendments will go into effect on January 30, 2023…more

Amended Regulation, Benefit Plan Sponsors, Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA)

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How to Write an Effective Search Fund PPM (From The Lawyers Who Wrote The Model)

Preparing a private placement memorandum (PPM) to share with potential investors is typically the first step for most searchers as they begin their search journeys. A PPM is, in essence, an introduction to the searcher and the…more

Contract Drafting, Drafting Attorney, Investors, Private Placements

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Ten Issues to Consider When Acquiring a Food Business

The food industry is generally considered recession-resistant and less susceptible to economic downturns than other sectors, making it an attractive investment for private equity firms seeking stable returns. The increasing…more

Acquisitions, Commercial Leases, Compliance, Contract Terms, Corporate Taxes

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SBA Implemented Changes to PPP as a Part of American Rescue Plan Act

In this Issue. The federal bank regulatory agencies announced that the temporary change to the supplementary leverage ratio for depository institutions will expire as scheduled on March 31, 2021; the Small Business…more

Alternative Reference Rates Committee (ARRC), American Rescue Plan Act of 2021, Banking Sector, Consent Order, Consumer Lenders

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Antitrust & Competition Technology 2023 Year in Review

Antitrust actions significantly impacted the technology sector in 2023 and are poised to have substantial repercussions in the future, affecting both major tech companies and emerging enterprises. In addition to a focus on the…more

Acquisitions, Antitrust Provisions, Competition, Department of Justice (DOJ), EU

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Minority Investments In Asset Managers

Over the years, we have represented a number of investors, target companies and management teams in minority transactions. The market for “GP stakes” and similar non-controlling transactions with asset managers has grown…more

Asset Management, Capital Raising, Corporate Governance, Internal Communications, Investors

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Chinese Investments Into India

On April 17, 2020, India announced a change to its foreign investment policy under which investments by “an entity of a country, which shares a land border with India or where the beneficial owner of an investment into India is…more

Beneficial Owner, China, Cross-Border Transactions, Foreign Investment, India

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How to Make AI-Powered Productivity Gains Stick

Manufacturers have long sought strategies to boost productivity on factory floors. Increasingly, they are tapping AI to analyze worker performance and raise efficiency…more

Artificial Intelligence, Automation Systems, Biden Administration, Employee Monitoring, Employee Privacy Rights

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Use of EBITDA in Earnouts Increased 22% in Two Years

From 2020 to 2022, EBITDA became almost as prevalent as revenue metrics for determining earnout payments, according to analysis of the Goodwin Private Equity Deals Database. In 2022, EBITDA was used in 40% of earnouts, up 22%…more

Acquisitions, Buyers, Contract Negotiations, Contract Terms, Due Diligence

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SEC Adopts Rule Enhancements to Prevent Misleading or Deceptive Investment Fund Names

On September 20, 2023, the US Securities and Exchange Commission (the “SEC”) voted, by a 4-1 vote, to adopt certain amendments (the “final rule” or the “amendments”) to Rule 35d-1 (the “Names Rule”) under the Investment Company…more

Amended Rules, Compliance, Compliance Dates, Derivatives, Disclosure Requirements

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What’s in a Name? Why Your “Dual Class” IPO Should Be a “Dual Series” IPO Instead

We recently represented Klaviyo, Inc. (NYSE: KVYO), in its $576 million initial public offering on the New York Stock Exchange. As has been extensively reported in the media, Klaviyo’s very successful offering represented the…more

Articles of Incorporation, Common Stock, Corporate Governance, Delaware General Corporation Law, Form S-1

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The SEC Amends the Internet Adviser Exemption

On March 27, 2024, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 203A-2(e) of the Investment Advisers Act of 1940 (the Advisers Act) (the Internet Adviser Exemption)…more

Amended Rules, Compliance, Compliance Dates, Exemptions, Form ADV

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The Impact of New Patent Litigation Assignments Rules in the Western District of Texas

Starting July 25, 2022, Judge Alan Albright was no longer automatically assigned to all patent cases filed in the Waco Division of the Western District of Texas, where he is the sole district judge. Instead, Orlando L. Garcia,…more

Judges, Patent Litigation, Patents

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No Green Wave this time, But Two More States Legalize Adult-Use Cannabis

Five states voted yesterday on adult-use cannabis legalization. It was not the Green Wave of 2020, but two more states did join the growing number of states that have legalized cannabis for adult-use…more

Decriminalization of Marijuana, Election Results, Marijuana, State and Local Government

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Bankrupt in the Metaverse

Companies are pouring capital into the metaverse, often on expectations of outsized future returns. Investment in the metaverse more than doubled in 2022, and industry experts have projected that the metaverse could generate as…more

Asset Tokens, Bankruptcy Code, Commercial Bankruptcy, Creditors, Cryptoassets

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Life Sciences Real Estate is Going Viral – What Lenders Need to Know

While traditional office and retail properties have come under pressure from work-from-home and social distancing measures imposed during the COVID-19 pandemic, life sciences real estate has thrived. Moreover, given an aging…more

Commercial Leases, Commercial Real Estate Market, Lenders, Life Sciences, Real Estate Development

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FINRA Proposes to Add ‘Knowledgeable Employees’ to Category of Persons Who May Receive Projections and Targeted Returns Under Rule 2210

This amendment builds on FINRA’s recent willingness to relax the prohibition on the use of projections and targeted returns in the marketing materials broker-dealers deliver to institutional investors and qualified purchasers,…more

Affiliates, Broker-Dealer, Comment Period, Financial Industry Regulatory Authority (FINRA), Institutional Investors

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Impact Of Telemedicine On Medical Office

While health practitioners work to manage COVID-19, the healthcare industry itself is being transformed by the challenges and opportunities of the pandemic. Hospitals are restructuring to meet fluctuating inpatient care demands…more

Coronavirus/COVID-19, Health Care Providers, Health Clinics, Healthcare Facilities, Infectious Diseases

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Sunset on (some) Stamp Taxes: HMRC confirms 1.5% charge on issuance and capital raising transfers to depositary receipt and clearance systems will not apply

HM Revenue & Customs (“HMRC”) has published a policy paper, accompanied by draft legislation, which confirms the removal of the 1.5% charge to stamp duty and stamp duty reserve tax (“SDRT”) on the issuance of UK shares into…more

Bearer Shares, Capital Raising, Deposit Accounts, HMRC, Investors

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How Much Must Managers ‘Deploy’ From an Existing Fund Before Starting a Successor?

Fund documents usually stipulate a percentage (70% to 75%, in most cases), but the terms used in provisions can have a significant effect on what the percentage means in practice. Most fund managers operate multiple funds,…more

Asset Management, Fund Managers, Investment Adviser, Investment Management, Venture Capital

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Whistleblower Lawyers Use False Claims Act to Target Private Equity Firms Invested In Healthcare and Life Sciences

Recent developments demonstrate that sponsor-backed companies in the healthcare and life sciences sectors, and in some instances private equity firms and professionals, have entered a new era of heightened regulatory scrutiny…more

Biden Administration, Compliance, Department of Justice (DOJ), False Claims Act (FCA), Fraud

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In Updated Guidance on Use of Tracking Technologies by HIPAA Regulated Entities, HHS-OCR Takes Expansive View of When Information Related to Unauthenticated Individuals Is PHI

On March 18, 2024, the U.S. Department of Health and Human Services Office for Civil Rights (HHS-OCR) revised its controversial December 2022 bulletin (the December 2022 Bulletin) regarding the use of tracking technologies by…more

Business Associates, Covered Entities, Department of Health and Human Services (HHS), Enforcement, Enforcement Priorities

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How to Write an Effective Search Fund PPM (From The Lawyers Who Wrote The Model)

Preparing a private placement memorandum (PPM) to share with potential investors is typically the first step for most searchers as they begin their search journeys. A PPM is, in essence, an introduction to the searcher and the…more

Contract Drafting, Drafting Attorney, Investors, Private Placements

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A Look Ahead in Life Sciences: What We Are Tracking in Q2 2024 and Beyond

As the life sciences, medtech, and diagnostic industries continue to expand and grow increasingly complex, so does the legal, regulatory, and compliance landscape. To help companies and investors navigate the many evolving and…more

Advanced Notice of Proposed Rulemaking (ANPRM), Biden Administration, Biologics, Centers for Medicare & Medicaid Services (CMS), Clinical Laboratory Testing

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USPTO Issues New Guidance on Patenting AI-Assisted Inventions

On Monday, the US Patent and Trademark Office (USPTO) issued guidance on the patentability of inventions developed with the assistance of artificial intelligence (AI). This guidance, which was published in the Federal Register…more

Artificial Intelligence, Biden Administration, Comment Period, Executive Orders, Inventions

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SEC Permits Immediate Resale Under Rule 144 of REIT Shares Issued in Exchange for OP Units

On March 14, 2016, the SEC issued a no-action letter permitting holders of shares of common stock of a publicly traded REIT, or REIT shares, received in exchange for privately placed units of the REIT’s operating partnership, or…more

No-Action Letters, REIT, Resales Agreements, Rule 144, Securities

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What Companies Need to Know About the New EU-US Data Privacy Framework for Cross-Border Data Transfers

On July 10, 2023, the European Commission adopted an adequacy decision for the new EU-US Data Privacy Framework (“DPF”), the revamped transatlantic framework designed to support transfers of personal data from the EU to…more

Adequacy Requirement, Binding Corporate Rules, Certification Requirements, Data Privacy, EU

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Second Circuit Vacates Certification of Nationwide Class in ERISA Lawsuit

On December 1, 2022, the US Court of Appeals for the Second Circuit vacated a district court’s certification of a nationwide class of 8,000+ retirement plans serving hundreds of thousands of participants in an ERISA action filed…more

Appeals, Class Action, Employee Retirement Income Security Act (ERISA), ERISA Litigation, Federal Rules of Civil Procedure

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New IRS and FinCEN Reporting Requirements for Businesses that Accept Payments in Digital Assets

Although the Internal Revenue Service (IRS) has postponed broker-related digital asset reporting, a less publicized requirement that applies long-standing reporting rules for physical cash payments to businesses that accept…more

Brokers, Cash Transactions, Digital Assets, Electronic Filing, Exceptions

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Supreme Court Rejects Securities Lawsuit Based On “Pure Omission” From SEC Filings

In a narrow but potentially significant decision, the Supreme Court has held that securities-fraud plaintiffs cannot recover based on a “pure omission” from a company’s public statements under the most common legal basis for…more

Disclosure Requirements, Failure To Disclose, Macquarie Infrastructure Corp v Moab Partners LP, Omissions, Rule 10(b)

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Amplifying Operational Real Estate with Proptech

Real estate investors are increasingly turning to operational real estate (ORE) to capture higher margins, particularly as margins shrink on traditional real estate investments. But ORE offers higher returns in part because it…more

Asset Class, Business Operations, Data Collection, Energy Efficiency, Institutional Investors

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SEC Adopts New Rules Applicable to SPACs, Shell Companies and Projections

We previously noted in our March 31, 2022 alert that the U.S. Securities and Exchange Commission (SEC or Commission) held an open meeting on March 30, 2022 to consider proposed rules and amendments regarding special purpose…more

Accredited Investors, Compliance, Disclosure Requirements, Effective Date, Final Rules

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FinCEN Issues Report Addressing NFTs

On February 4, 2022, the Treasury Department’s Financial Crimes Enforcement Network (FINCEN) jumped into the regulatory discussion about non-fungible tokens (“NFTs”) - more with a whisper than a bang - in a report on its Study…more

Anti-Money Laundering, Art Dealers, Bank Secrecy Act, Blockchain, BSA/AML

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Potential Personal Liability Of UK Directors For Company Debts

This bulletin is of particular interest to our clients and contacts who are directors of UK companies which face liquidity issues. Directors (including shadow directors) can be liable for the debts of their companies when…more

Board of Directors, Creditors, Debtors, Insolvency, Liquidation

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U.S. Supreme Court Holds Willfulness Not Needed for Recovery of Trademark Profits

Yesterday, the United States Supreme Court held in Romag Fasteners, Inc. v. Fossil Group, Inc. et al. that a trademark owner is not required to show that a defendant willfully infringed a trademark before seeking to recover the…more

§ 1125(a), § 1125(c), Appeals, Burden of Proof, Charge-Filing Preconditions

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No Safe Harbor for Late Payments to Massachusetts Employees: Pay on Time or Pay Triple

On April 4, 2022, the Massachusetts Supreme Judicial Court (“SJC”) issued its decision in Reuter v. City of Methuen, holding that an employer must pay treble (triple) damages if the organization is late in paying the wages of a…more

Attorney's Fees, Employer Liability Issues, MA Supreme Judicial Court, Treble Damages, Unpaid Wages

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2021 HSR Thresholds Announced: $92 Million

As required by the HSR Act, on February 1, 2021, the U.S. Federal Trade Commission (“FTC”) released its annual adjustments to the reporting thresholds. The key number to remember is now $92 million. Note, this is a decrease from…more

Antitrust Division, Civil Monetary Penalty, Federal Trade Commission (FTC), Filing Fees, Hart-Scott-Rodino Act

See all updates »

Charlie Brown Finally Kicks the Football: US Outbound Investment Program Will Target China’s Semiconductor, Quantum Computing, and AI Industries

After months of speculation, the US government took steps to regulate outbound investment in specific foreign industries of concern. President Biden on August 9, 2023, issued Executive Order 14105 directing the Department of the…more

Advanced Notice of Proposed Rulemaking (ANPRM), Artificial Intelligence, Biden Administration, China, Electronics

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Goodwin REIT Alert: REIT M&A Trends Through the Pandemic (2020-2022)

As in most other market sectors, REIT M&A activity came to a screeching halt in March 2020 as the COVID-19 pandemic took hold in the United States and globally. In the face of significant uncertainty surrounding the ability of…more

Acquisitions, Coronavirus/COVID-19, Mergers, Mortgage REITS, Popular

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Amplifying Operational Real Estate with Proptech

Real estate investors are increasingly turning to operational real estate (ORE) to capture higher margins, particularly as margins shrink on traditional real estate investments. But ORE offers higher returns in part because it…more

Asset Class, Business Operations, Data Collection, Energy Efficiency, Institutional Investors

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U.S. Federal Reserve Announces Changes To, Provides Guidance On, And Posts Additional Documents With Respect To The Main Street Lending Program

On May 27, 2020, the U.S. Federal Reserve (“Fed”) announced additional changes to the Main Street Lending Program (“MSLP”), while also providing additional guidance through an updated FAQ and posting documents for MSLP to the…more

Banking Sector, Borrowers, Federal Reserve, Main Street Lending Programs, New Guidance

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Building Flexible (And Sustainable) Laboratory Spaces For The Future

Flexibility provides the greatest value in laboratory space design for both owners and users of life sciences real estate. Science and technology are evolving at such a rapid pace that it is difficult to predict future needs…more

Clinical Laboratories, Commercial Tenants, Health Care Providers, Healthcare Facilities, Investors

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Foreign Extortion Prevention Act (FEPA) Expands US Authority to Reach Foreign Bribery

On December 22, 2023, President Biden signed the Foreign Extortion Prevention Act (FEPA), a new anti-bribery statute long considered as a likely accompaniment to the Foreign Corrupt Practices Act of 1977 (FCPA). The legislation,…more

Anti-Corruption, Bribery, FEPA, Foreign Corrupt Practices Act (FCPA), NDAA

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Issue 32: PTAB Trial Tracker

APPLICATION OF NHK/FINTIV ANALYSIS CONTINUES TO EVOLVE - The Board’s application of its precedential NHK and Fintiv decisions to deny petitions based on parallel litigation continues to develop. The Board recently designated…more

Administrative Procedure Act, Attorney's Fees, Broadest Reasonable Interpretation Standard, Claim Construction, Inter Partes Review (IPR) Proceeding

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The Temporary Massachusetts Remote Notarization Law

Massachusetts Governor Charlie Baker has signed a new law, effective immediately, that suspends the physical presence requirements for the notarization of legal documents until three days after the current State of Emergency…more

Estate Planning, Governor Baker, New Legislation, Public Notaries, Remote Notarization

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Distress in the Hotel Sector

The pandemic has brought much uncertainty to the hotel sector — Intermittent national and regional lockdowns, work from home mandates and restrictions around domestic and international travel have left hoteliers in the…more

Acquisitions, Business Assets, Buyers, Distressed Assets, Documentation

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Updates and Emerging Trends in the R&W Insurance Market

As we head into the second half of the year, where deal flow is expected to be even more congested, R&W (representations and warranties) insurance may take more time, money and effort than you may remember from previous…more

Insurance Brokers, Insurance Claims, Insurance Industry, Pricing, Representations and Warranties Insurance

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California Physicians Allege PE-Backed Provider Violates Corporate Practice Law

On December 20, 2021, a group of emergency medicine physicians in California filed suit against a private equity-backed health care services company, claiming that (among other things), the company has run afoul of the state’s…more

Billing, Corporate Practice of Medicine, Fee-Sharing, Health Care Providers, Healthcare Facilities

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EU Standard Contractual Clauses Need Replacing by December 27, 2022

On June 4, 2021, the European Commission (the “EC”) abolished the old Standard Contractual Clauses (the “Old SCCs”) and published a new more flexible set of clauses (the “New SCCs”) for companies that wish to export personal…more

Contract Terms, EU, General Data Protection Regulation (GDPR), International Data Transfers, Personal Data

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FINRA Proposes to Add ‘Knowledgeable Employees’ to Category of Persons Who May Receive Projections and Targeted Returns Under Rule 2210

This amendment builds on FINRA’s recent willingness to relax the prohibition on the use of projections and targeted returns in the marketing materials broker-dealers deliver to institutional investors and qualified purchasers,…more

Affiliates, Broker-Dealer, Comment Period, Financial Industry Regulatory Authority (FINRA), Institutional Investors

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Recent Court Decisions Shed Light on Enforceability of Electronic Contracts in the U.S.

A number of U.S. state and federal courts have recently considered whether the manner in which companies presented to their users a variety of electronic contracts (e.g., terms of service) was sufficient to form an enforceable…more

Browsewrap Agreement, Clickwrap Agreements, Contract Terms, Corporate Counsel, Enforceability

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Court Grants Summary Judgment Ending AstraZeneca’s Lawsuit Challenging the IRA

Today, the district court for the District of Delaware (Judge Connolly) granted the government’s motion for summary judgment on all claims brought by AstraZeneca in its Complaint challenging the Drug Price Negotiation Program of…more

Abbreviated New Drug Application (ANDA), Administrative Procedure Act, AstraZeneca, Biosimilars, Centers for Medicare & Medicaid Services (CMS)

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Use of Equity Rollovers Continues to Rise Amid Market Uncertainty

Since 2020, a steadily increasing number of middle-market private equity deals have included equity rollovers. ​​​​​​​ Given the current acute challenges in arranging acquisition financing on palatable terms and a continued…more

Acquisitions, Investors, Portfolio Companies, Portfolio Managers, Private Equity

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Delaware Court of Chancery Rescinds Elon Musk’s $55.8 Billion Compensation Package in Cautionary Tale About Director Independence and Executive Compensation

On January 30, 2024, the Chancellor of the Delaware Court of Chancery struck down the $55.8 billion compensation plan that Tesla, Inc.’s board of directors had granted to Tesla’s well-known CEO, Elon Musk, finding that the…more

Board of Directors, Breach of Duty, Business Judgment Rule, Compensation Committee, Conflicts of Interest

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New SEC Climate Rules Stayed by Fifth Circuit - For Now

On March 6, 2024, the SEC adopted expansive new climate disclosure rules (the “Rules”). As noted in our March 12, 2024 client alert summarizing and analyzing the new Rules, litigation challenging the Rules was already pending…more

Climate Change, Corporate Governance, Disclosure Requirements, Greenhouse Gas Emissions, Multidistrict Litigation

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EU Technology Regulation: Watch List for 2023 and Beyond

Last year, the European Union passed a number of important EU legislative acts relating to the regulation of technology. Further legislative acts and proposals affecting technology are on the agenda for 2023, including the EU’s…more

Artificial Intelligence, Corporate Counsel, Cybersecurity, Digital Markets Strategy, Digital Services

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COVID-19: UK Debt Finance Considerations

During these unsettled times, there is heightened concern around the implications for borrowers under their secured credit facilities. Broadly these fall into three categories: (1) drawing funds under existing committed credit…more

Bank of England, Borrowers, Credit, Creditors, Debt

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2023 Year in Review: Credit, Debit, or Prepaid Cards and Consumer Banking

Welcome to the Credit, Debit, or Prepaid Cards and Consumer Banking chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - We expect continued focus by the CFPB on “junk” fees,…more

Consent Order, Consumer Financial Products, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Credit Cards

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District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action

District Court Denies Payday Lender's Bid To Dismiss SEC Enforcement Action; Delaware Chancery Court Dismisses Camping World Insider Trading Derivative Suit; California Federal Judge Certifies Class Of Apple Common-Stock Holders…more

Apple, Cease and Desist Orders, Class Certification, Common Stock, Cryptocurrency

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EU Cybersecurity Rules and DORA: Commission Resolves Conflict

In a previous alert, Too Important To Fail? Further Light on When EU and Non-EU Technology Providers Will Become Subject To DORA, we discussed the EU Digital Operational Resilience Act (DORA). We have also set up a microsite to…more

Banking Sector, Cybersecurity, Data Protection, EU, European Commission

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FCC’S Year-End TCPA Orders Place New Limitations on Automated & Prerecorded Calls

Financial Services, Healthcare, and Technology sector clients — and any company that places non-marketing calls or text communications to customers by automated means — should pay close attention to two new FCC orders from…more

ATDS, Auto-Dialed Calls, Call Blocking, Cell Phones, FCC

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DOL Proposes Rule Regarding Independent Contractor Status

​​​​​​​The Wage and Hour Division of the U.S. Department of Labor (“DOL”) recently published a proposed rule (the “Proposed Rule”) that would modify DOL’s regulations for determining whether a worker is an employee or an…more

ABC Test, Department of Labor (DOL), Economic Realities Test, Employee Definition, Employer Liability Issues

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Supreme Court Grants Certiorari in Cheerleader Apparel Copyright Case

The issue the Supreme Court has agreed to decide involves how to separate the artistic elements of a product’s design from the useful or “utilitarian” elements. That distinction matters for copyright purposes, because to…more

Certiorari, Cheerleaders, Copyright Infringement, Copyright Registration, SCOTUS

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Board Diversity — An Overview for Nonprofits

Board diversity is one of the most visible corporate governance topics today. As the pressure to diversify boards continues to increase, we anticipate that key constituencies for all types of entities, including nonprofits, may…more

Board of Directors, Charitable Organizations, Corporate Governance, Diversity, Publicly-Traded Companies

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Washington’s My Health My Data Act Comes Into Force - What You Need to Know, and Do

On March 31, 2024, the Washington My Health My Data Act (MHMDA), a comprehensive consumer health privacy law, will come into force. Small businesses – defined as those processing consumer health data of fewer than 100,000…more

Advertising, Consent, Consumer Privacy Rights, Data Privacy, Exemptions

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COVID-19: German Government Issues Draft Bill Suspending Tenants' Obligation to Pay Rent and Borrowers' Obligation to Repay Loans

As countries around the world implement procedures to inhibit the spread of the COVID-19 coronavirus, many changes are obviously having increasingly adverse effects on the economy. With borders closed and free movement…more

Commercial Leases, Commercial Tenants, Coronavirus/COVID-19, Credit Agreements, Germany

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FDA to Review Vertex Pharmaceutical’s Application for CRISPR-based Gene Therapy Exa-cel

The Cellular, Tissue, and Gene Therapies Advisory Committee of the FDA is meeting tomorrow, Tuesday, October 31, 2023, to review a Biologics License Application by Vertex Pharmaceuticals Inc. for exagamglogene autotemcel…more

Food and Drug Administration (FDA), Life Sciences, Pharmaceutical Industry, Popular, Prescription Drugs

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Local COVID-19 Resources for Nonprofits in California, Massachusetts and New York

Nonprofit organizations are often at the forefront of local COVID-19 relief efforts, and many are experiencing critical financial challenges and new operational hurdles as a result of the pandemic. While media outlets have…more

Charitable Organizations, Coronavirus/COVID-19, Eligibility, Filing Deadlines, Grants

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FDA Approval of Alvotech/Teva Ustekinumab Biosimilar

​​​​​​​On April 16, Alvotech and Teva announced the FDA approval of SELARSDI™ (ustekinumab-aekn), biosimilar to Johnson and Johnson’s STELERA® (ustekinumab)…more

Biosimilars, FDA Approval, Food and Drug Administration (FDA), Patents, Pharmaceutical Industry

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Prescribing Controlled Substances Via Telemedicine Remains Reliant On Public Health Emergency Exception

The U.S. Congress passed the Ryan Haight Online Pharmacy Consumer Protection Act of 2008 (“Ryan Haight Act”) because of “the increasing use of prescription controlled substances by adolescents and others for non-medical…more

Controlled Substances, DEA, Electronic Prescribing, Health Care Providers, Physicians

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UK Listings Review: Do New Recommendations Change The Game For Tech And Life Sciences Companies?

The review of the UK Listing Rules was launched by HM Treasury (the Treasury) late last year and has made a number of wide-ranging recommendations of relevance for our tech and life sciences clients who have ambitions to go…more

Capital Markets, Dual Class Share Structures, Emerging Growth Companies, Emerging Technology Companies, Financial Statements

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Starting in April 2024, California Joins Growing Trend of Implementing Advance Review Processes for Healthcare Transactions

With the passage of SB-184 (the “Bill”), California — like Maine, New York, and several other states — has addressed “pervasive” mergers and acquisitions across the healthcare industry by requiring prior notice to regulators of…more

Acquisitions, Ambulatory Surgery Centers, Confidential Information, Corporate Practice of Medicine, Disclosure Requirements

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2023 Year in Review: Major U.S. Supreme Court and Appellate Cases

Welcome to the Major US Supreme Court and Appellate Cases chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - The Supreme Court continues to take a close look at major…more

Administrative Law Judge (ALJ), Appeals, Appellate Courts, Article III, But For Causation

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Q+A With Goodwin’s ‘Hot’ Appellate Group

Goodwin’s Appellate Litigation practice has argued before the U.S. Supreme Court, federal courts of appeals and state appellate courts, representing clients in matters ranging from First Amendment rights to governmental agency…more

Appeals, Class Action, Coronavirus/COVID-19, Deportation, Employee Retirement Income Security Act (ERISA)

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New Guidance on Los Angeles Measure ULA (Mansion Tax) Exemptions

It has been more than three months since Measure ULA (a/k/a the LA Mansion Tax and the Homelessness and Housing Solutions Tax) became effective in the City of Los Angeles. Measure ULA imposes a new special transfer tax (the ULA…more

Commercial Property Owners, Municipalities, New Guidance, Property Tax, Realty Transfer Taxes

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Supreme Court Delivers Key Defense Victory by Limiting Section 11 Claims in Direct Listings - and Again Calling for a Rigid Application of the Tracing Requirement

On June 1, 2023, the United States Supreme Court issued a unanimous opinion that makes it more difficult for shareholders to bring Section 11 claims against companies that go public via direct listings. The case involved a class…more

Bylaws, Civil Monetary Penalty, Corporate Governance, Derivative Suit, Direct Listing

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Developments in Reverse Merger Transactions: “Shell Company” Definition and New Constraints on Resales of Securities Acquired in Rule 145 Transactions

The Staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) has recently begun issuing comment letters in the life sciences reverse merger (RM) context that involve a broadened interpretation…more

Capital Formation, Compliance, Form 8-K, Form S-1, Life Sciences

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In Continuing Efforts to Incentivize Self-Disclosures and Cooperation, DOJ Announces Pilot Program to Pay Criminal Whistleblowers

Over the last few years, the U.S. Department of Justice (“DOJ”) has continuously announced significant policies and programs directed at encouraging and rewarding the timely reporting of corporate wrongdoing, incentivizing…more

Artificial Intelligence, Compliance, Cooperation, Corporate Crimes, Corporate Misconduct

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Deadline Approaching for Reporting 2021 ISO Exercises and ESPP Transfers

Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options…more

Employee Stock Purchase Plans, Filing Deadlines, Form 3921, Form 3922, Incentive Stock Options

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Despite Legalization, Cannabis Retailers Still Face Telecom Backlash

On March 31, 2021, New York became the 16th state in the U.S. (with New Mexico poised to become the 17th any day now) to legalize the recreational use of cannabis by people 21 years old or older, paving the way for the emergence…more

Advertising, B2C, Controlled Substances, Controlled Substances Act, Decriminalization of Marijuana

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What Banks and Trust Companies Need to Know About the SEC’s New Municipal Advisor Rules

The SEC’s final Municipal Advisor Rules, effective January 13, 2014, apply to many of the advisory services and products provided by banks and trust companies to municipal entities, such as state and local governments, and to…more

Banks, Municipal Advisers, Securities and Exchange Commission (SEC), Trusts

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Key Issues From a Summary of the Findings in the Claim Brought by HP Following the Troubled Purchase of Autonomy

Following a nine month trial in 2019, Mr. Justice Hildyard released a summary of his conclusions at the end of January 2021 regarding the proceedings brought by Hewlett-Packard (“HP”) (as well as a number of related entities)…more

Acquisitions, Autonomy, Buyers, Caveat Emptor, Due Diligence

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“Corrective construction” to achieve commercial common sense in company articles

In the recent Court of Appeal judgment in DnaNudge Limited v. Ventura Capital GP Limited [2023] EWCA Civ 1142, the court confirmed that a provision of the company’s articles allowing for the conversion of Series A shares to…more

Articles of Incorporation, Conversion, Investors, Majority Shareholders, Series A

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No Green Wave this time, But Two More States Legalize Adult-Use Cannabis

Five states voted yesterday on adult-use cannabis legalization. It was not the Green Wave of 2020, but two more states did join the growing number of states that have legalized cannabis for adult-use…more

Decriminalization of Marijuana, Election Results, Marijuana, State and Local Government

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Key Considerations for U.S. Public Company Compensation Committees in Light of COVID-19

As the COVID-19 pandemic continues to unfold, U.S. public company compensation committees face unique challenges as they focus on retaining and appropriately incentivizing employees while evaluating the impact of the pandemic on…more

Compensation Committee, Coronavirus/COVID-19, Executive Compensation, Incentive Compensation, Publicly-Traded Companies

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Providing Critical Services to the UK Financial Sector: Important Draft Rules for Fintechs

On 7 December 2023, the Prudential Regulation Authority (PRA) and Financial Conduct Authority (FCA) published a joint consultation paper titled ”CP26/23 - Operational resilience: Critical third parties to the UK financial…more

Banking Sector, Financial Conduct Authority (FCA), Financial Institutions, Financial Services Industry, FinTech

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Unlocking AI’s Power to Multiply Manufacturing Productivity

To capture AI’s promise, manufacturers must take steps to protect privacy and root out bias, particularly when they train their systems on data about employees…more

Artificial Intelligence, Bias, Biometric Information, Class Action, Employee Privacy Rights

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Massachusetts Doubles Estate Tax Exemption as Part of $1 Billion Tax Bill

Massachusetts has passed a sweeping $1 billion tax relief package intended to boost the Commonwealth’s affordability and competitiveness. Among other changes, the tax bill doubles the Massachusetts estate tax exemption to $2…more

Capital Gains, Estate-Tax Exemption, State Taxes, Tax Cuts and Jobs Act, Tax Exemptions

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A Look Ahead in Life Sciences: What We Are Tracking in Q1 2024 and Beyond

As the life sciences, medtech, and diagnostic industries continue to expand and grow increasingly complex, so does the legal, regulatory, and compliance landscape. To help companies and investors navigate the many evolving and…more

Advertising, Biosimilars, Center for Biologics Evaluation and Research (CBER), Clinical Trials, Compliance

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CFPB Revises Supervisory Appeals Process

On February 16, 2024, the Consumer Financial Protection Bureau (CFPB or Bureau) announced that it is updating its internal supervisory appeals process for institutions seeking to appeal a compliance rating or an adverse material…more

Administrative Appeals, Compliance, Consumer Financial Protection Bureau (CFPB), Final Rules, Ratings

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Financial Institution Diversity Voluntary Self-Assessments: Due September 30

Financial Institution Diversity Voluntary Self-Assessments: Due September 30 - On July 13, the FDIC issued a financial institution letter announcing that FDIC-supervised financial institutions are encouraged to voluntarily…more

Broker-Dealer, Consumer Financial Protection Bureau (CFPB), Crypto Exchanges, Customer Protection Rule, Decentralized Finance (DeFi)

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U.S. Supreme Court Rules Students Can Pursue Free Speech Claims Against College Based On Policies No Longer In Effect

On March 8, 2021, the U.S. Supreme Court held in Uzuegbunam v. Preczewski that claims challenging a campus policy on distribution of religious literature were not mooted by the school’s decision to change the policy…more

First Amendment, Mootness, Nominal Damages, Religious Expression, School Policies

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Caremark Round II: Beware Red Flags in Drug Development

On October 1, 2019, the Delaware Court of Chancery applied the Delaware Supreme Court’s recent decision on Caremark board oversight claims in the context of operating in a highly regulated industry to allow derivative claims to…more

Board of Directors, Caremark claim, Class Action, Clinical Trials, DE Supreme Court

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UK ‘Future Fund’ Update

The British Business Bank has opened the application process for the Future Fund, a new fund that provides financing to UK start-ups and scale-ups in the form of a convertible loan which is invested directly by the UK…more

Banking Sector, Convertible Bonds, Convertible Debt, Convertible Notes, Eligibility

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The Colorado Privacy Act Joins List of Comprehensive State Privacy Laws

On July 7, 2021, Colorado Governor Jared Polis signed the Colorado Privacy Act (“CPA”) into law. The CPA will take effect on July 1, 2023 and joins the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act…more

Consent, Consumer Privacy Rights, Data Collection, Data Controller, Data Privacy

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USPTO Issues New Guidance on Patenting AI-Assisted Inventions

On Monday, the US Patent and Trademark Office (USPTO) issued guidance on the patentability of inventions developed with the assistance of artificial intelligence (AI). This guidance, which was published in the Federal Register…more

Artificial Intelligence, Biden Administration, Comment Period, Executive Orders, Inventions

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Structuring for Success: Growth Equity Investors Adapt to Adjusting Valuations and a Tougher Economic Environment

There has been no shortage of LP allocations to the growth equity asset class over the last decade. The attractiveness of growth equity’s risk-return profile - occupying the space between VC and PE buyouts - and its exposure to…more

Dividends, Investors, Liquidation, Private Equity, Share Classes

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Nonprofit Organizations and Data Security Incidents — How to Manage and Respond

As the number of data breaches, security incidents, and ransomware attacks continue to rise, preparation has become even more important — and make no mistake, these attacks are happening to all types of organizations. These…more

Charitable Organizations, Cyber Attacks, Cybersecurity, Data Breach, Data Privacy

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In Continuing Efforts to Incentivize Self-Disclosures and Cooperation, DOJ Announces Pilot Program to Pay Criminal Whistleblowers

Over the last few years, the U.S. Department of Justice (“DOJ”) has continuously announced significant policies and programs directed at encouraging and rewarding the timely reporting of corporate wrongdoing, incentivizing…more

Artificial Intelligence, Compliance, Cooperation, Corporate Crimes, Corporate Misconduct

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FDIC Refines Supervisory Strategy Concerning Multiple Re-Presentment NSF Fees Guidance

Regulatory Developments - FDIC Refines Supervisory Strategy Concerning Multiple Re-Presentment NSF Fees Guidance - On June 16, the FDIC revised its Supervisory Guidance on Multiple Re-Presentment Non-Sufficient Funds…more

Asset Management, Banking Sector, Consumer Financial Protection Bureau (CFPB), Credit Cards, Cybersecurity

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New Mexico Becomes The 17th State To Legalize Recreational Cannabis

On April 12, 2021, New Mexico Governor Michelle Lujan Grisham, signed House Bill 2, the Cannabis Regulation Act (the “Act”), which legalizes recreational cannabis in the state. In addition to legalizing recreational cannabis,…more

Cannabis Products, Cannabis-Related Businesses (CRBs), Corporate Counsel, Criminal Justice Reform, Criminal Records

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The Department of Labor Finalizes Changes to the QPAM Exemption - A Favored Management Tool Gets Less User-Friendly

On April 3, 2024, the Department of Labor (DOL) published final changes to Prohibited Transaction Class Exemption 84-14, commonly known as the “QPAM Exemption”. The changes make reliance on the QPAM Exemption more burdensome and…more

Banking Sector, Benefit Plan Sponsors, Department of Labor (DOL), Employee Retirement Income Security Act (ERISA), Exemptions

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Goodwin REIT Alert: Trends in REIT M&A (2022-2023)

In our 2022 alert “REIT M&A Trends Through the Pandemic,” we cataloged a total of 42 new REIT transactions announced between August 2020 and May 2022, a pace that rivaled or exceeded pre-pandemic levels. From May 2022 through…more

Acquisitions, Investment Funds, Mergers, Popular, Real Estate Investments

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Updated AAA Rules and Fees Could Change the Mass Arbitration Landscape

The American Arbitration Association (AAA) has amended its Mass Arbitration Supplementary Rules and fee schedules applicable to certain consumer and employment arbitrations, effective January 15, 2024. The AAA announced that it…more

Amended Rules, American Arbitration Association, Arbitration, Arbitration Fees

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Major Donut Chain Reformulates Powdered Sugar Due to Concerns Over Claimed Nanomaterials

A major donut chain has reformulated the powdered sugar used in its donut products to address investor and consumer activist group concerns over the alleged presence of nanomaterials. The move secured the withdrawal of a…more

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Bank Officer and Director Enforcement Exposures In the Wake of Silicon Valley Bank

The recent and sudden failures of Silicon Valley Bank and Signature Bank, and the threat of other bank failures, have led to intense public focus on what caused these banks to run into trouble, who is to blame, and what should…more

Banking Regulators, Banks, Board of Directors, Corporate Officers, Depository Institutions

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Top 10 Compensation and Benefits Issues for Employers in Light of the COVID-19 Pandemic

As the COVID-19 pandemic continues to unfold, many employers are faced with questions about the impact of economic changes and workforce reductions on their compensation and benefits arrangements. This alert is intended to…more

401k, Benefit Plan Sponsors, CARES Act, Compensation & Benefits, Coronavirus/COVID-19

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Racing against COVID-19 — An Introduction to China’s Regulatory Fast-Track Processes

In response to the outbreak of a pneumonia-like disease caused by coronavirus (COVID-19), Chinese regulatory authorities adopted a few emergency measures under certain “Special Review and Approval Procedures” to fast-track the…more

China, Coronavirus/COVID-19, Drug Approvals, Health and Safety, Infectious Diseases

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The New UK Listing Regime Takes Shape as Further Detailed Proposals are Announced by the UK Financial Conduct Authority

On 20 December 2023, the UK Financial Conduct Authority (the “FCA”) published a further consultation paper (CP23/31) (the “December Consultation Paper”) for reforming the UK listing regime…more

Alternative Investment Markets (AIM), Capital Markets, Comment Period, Consultation, Corporate Governance

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How Different Funds Approach Hurdle Rate Calculations

A look at how funds across asset classes – including private equity, real estate, infrastructure, venture capital, and debt – calculate hurdle rates. In a recent piece in this series, our colleagues showed that funds set…more

Asset Class, Interest Rates, Internal Rate of Return (IRR), Investment Funds, Investment Management

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President Biden Announces a Three-Step Approach to Cannabis Reform: Federal Pardons, an Appeal to the States, and a Review of Cannabis Classification Under the Controlled Substances Act

​​​​​​​On October 6, 2022, President Biden announced that his Administration granted unconditional pardons to individuals charged with or prosecuted for simple cannabis possession and urged all state governors to do the same…more

Biden Administration, Cannabis Products, Controlled Substances Act, Decriminalization of Marijuana, Department of Health and Human Services (HHS)

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What Semiconductor Companies Need to Know: CHIPS Act and Eligibility Requirements

The CHIPS Act, or Creating Helpful Incentives to Produce Semiconductors (CHIPS) Act, is a signature piece of legislation that was signed into law in the United States in August 2022 to provide funding in support of the…more

Department of Defense (DOD), Economic Development, Federal Funding, Manufacturers, National Science Foundation

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Bigger Fish to Fry: BIS Refines Voluntary Self-Disclosure Process for Minor EAR Violations

The US Department of Commerce’s Bureau of Industry and Security (BIS), which administers the Export Administration Regulations (EAR) and regulates most exports from the United States, announced further updates to the process by…more

Bureau of Industry and Security (BIS), Corporate Counsel, Counterparties, Electronic Filing, Expedited Actions Process

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SEC Adopts Rule Providing New Regulatory Framework For Fund-Of-Funds

In the News. The Securities and Exchange Commission (SEC) announced that it adopted Rule 12d1-4 under the Investment Company Act of 1940 (the 1940 Act), providing a new regulatory framework for fund-of-funds and final amendments…more

Asset Management, Auditor Independence, Audits, Bank Holding Company, Banking Sector

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Approaches Funds Take to Catch-Up Payments Vary by Asset Class

For a majority of PE, VC, and debt funds, catch-ups are 100%, but they are likely to be less than 100% for real estate and infrastructure funds. In a previous article, we showed that hurdle rates set by private investment…more

Asset Class, Carried Interest, Interest Rates, Investors, Private Equity

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SEC Non-GAAP Guidance: Impact on Earnings Releases, SEC Reports and Other Disclosures

As discussed in our recent client alert “SEC Issues Important Non-GAAP Interpretations” (May 19, 2016), the SEC recently released a series of new C&DIs on the use of non-GAAP financial measures by reporting companies and new SEC…more

C&DIs, Disclosure Requirements, EBITDA, GAAP, Liquidity

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International Generic and Biosimilar Medicines Association (IGBA) Appoints Vivian Fritelli to IGBA Chair for 2022

On January 12, the International Generic and Biosimilar Medicines Association (IGBA) announced that Vivian Fritelli, Chief Executive of Generic and Biosimilar Medicines of Southern Africa, will be the next IGBA Chair for 2022…more

Administrative Appointments, Biosimilars, Generic Drugs, Pharmaceutical Industry

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Cross-Border Transactional Risk Insurance

As buyers seek acquisition opportunities worldwide, they often encounter sellers resistant to accepting meaningful (if any) liabilities for potential pre-closing exposures, causing buyers to look to the insurance market for…more

Acquisitions, Commercial Insurance Policies, Contract Negotiations, Cross-Border, Cross-Border Transactions

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Chinese Investments Into India

On April 17, 2020, India announced a change to its foreign investment policy under which investments by “an entity of a country, which shares a land border with India or where the beneficial owner of an investment into India is…more

Beneficial Owner, China, Cross-Border Transactions, Foreign Investment, India

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A Brief Defense of COMI

For a foreign proceeding to be recognized under the UNCITRAL Model Law on Cross-Border Insolvency (“Model Law”) and its offspring, chapter 15 of the Bankruptcy Code, the foreign proceeding must be either a foreign main…more

Commercial Bankruptcy, Cross-Border, Foreign Debt, Foreign Jurisdictions, Insolvency

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Biogen/Samsung Approval of BYOOVIZ™

Samsung Bioepis, Co. Ltd. and Biogen Inc. announced yesterday that their biosimilar product BYOOVIZ™ (ranibizumab-nuna) was approved by FDA.  BYOOVIZ™ is a biosimilar to LUCENTIS®, which is indicated for the treatment of…more

Biogen Idec, Biosimilars, FDA Approval, Food and Drug Administration (FDA), IP License

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Acquiring or Investing in EU Crypto-Asset Businesses: Further Clarity on MiCA

In our previous alert “Acquiring or Investing in EU Crypto-Asset Businesses: MiCA’s Impact,” we discussed the impact of the European Union (EU) Markets in Crypto-Assets Regulation (MiCA) on the acquisition or investment in EU…more

Acquisitions, Anti-Money Laundering, Cryptoassets, Digital Assets, EU

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SEC Adopts Rule Enhancements to Prevent Misleading or Deceptive Investment Fund Names

On September 20, 2023, the US Securities and Exchange Commission (the “SEC”) voted, by a 4-1 vote, to adopt certain amendments (the “final rule” or the “amendments”) to Rule 35d-1 (the “Names Rule”) under the Investment Company…more

Amended Rules, Compliance, Compliance Dates, Derivatives, Disclosure Requirements

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

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Biogen and Samsung Bioepis launch BYOOVIZ (ranibizumab-nuna)

On June 2, 2022, Biogen Inc. and Samsung Bioepis Co., Ltd. announced  that BYOOVIZ™ (ranibizumab-nuna), a biosimilar referencing Genentech’s LUCENTIS®, will be available in the United States on July 1, 2022. BYOOVIZ™ is the…more

Biogen Idec, Biosimilars, FDA Approval, Food and Drug Administration (FDA), Pharmaceutical Industry

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Navigating the New Normal: Adaptive Reuse of Space

When you think of adaptive reuse, you likely associate it with turning a rustic barn, an old-time firehouse or former chapel into a cottage, modern loft or chic house. More broadly, however, adaptive reuse is any redesign,…more

Clinical Laboratories, Commercial Property Owners, Commercial Real Estate Market, Commercial Tenants, Construction Industry

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DOJ Renews Focus on Private Equity Amid Record False Claims Act Enforcement

2023 was another record year for False Claims Act enforcement. On February 22, 2024, the U.S. Department of Justice (DOJ) announced that the federal government and whistleblowers were party to a record number of FCA settlements…more

Artificial Intelligence, Corporate Misconduct, Department of Justice (DOJ), Due Diligence, Enforcement Actions

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SEC Enforcement Against Cheetah Mobile Execs Reflects Heightened Scrutiny of 10b5-1 Plans

​​​​​​​On September 21, 2022, the U.S. Securities and Exchange Commission (“SEC”) charged the CEO, Sheng Fu, and former president, Ming Xu, of Chinese-based technology company Cheetah Mobile Inc. (“Cheetah Mobile” or the…more

10b5-1 Plans, Cease and Desist Orders, Civil Monetary Penalty, Corporate Counsel, Enforcement Actions

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The New UK Listing Regime Takes Shape as Further Detailed Proposals are Announced by the UK Financial Conduct Authority

On 20 December 2023, the UK Financial Conduct Authority (the “FCA”) published a further consultation paper (CP23/31) (the “December Consultation Paper”) for reforming the UK listing regime…more

Alternative Investment Markets (AIM), Capital Markets, Comment Period, Consultation, Corporate Governance

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Founders Alert: Climate Tech Funding Outlook for 2023

Despite the uncertain atmosphere with the collapse of Silicon Valley Bank and a drop in venture capital funding last year, the end of 2022 closed out another marquee year for state and private funding of climate technology and…more

Biden Administration, Climate Change, Department of Energy (DOE), Energy Sector, Forest Service

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Negotiating Preferred Equity Recognition Rights in Hospitality Deals

In recent years, hotel sponsors and developers have increasingly turned to alternative capital sources, like preferred equity, to finance and reposition their existing assets and fund new acquisition and development…more

Commercial Loans, Contract Drafting, Contract Negotiations, Coronavirus/COVID-19, Equity Financing

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Gone Phishing? Wire Fraud Scams Continue Unabated Throughout 2021 So Far

By this point, most businesses that regularly send and receive funds electronically have heard about the risk of wire fraud scams in which an intruder changes wiring instructions and diverts funds to its own account, insidiously…more

Best Practices, Business E-Mail Compromise (BEC), Cyber Attacks, Cyber Crimes, Cybersecurity

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Changes To March-In Rights Under Bayh-Dole And More?

Since its enactment in 1980, the Bayh-Dole Act has been credited with promoting the development of over 10,000 startup companies and at least 200 pharmaceutical drugs and vaccines, while contributing more than $500 billion or,…more

Bayh-Dole Act, Comment Period, Federal Contractors, Federal Funding, Inventions

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ELTIF 2.0 RTS: Commission Orders ESMA to Think Again

In our previous alert, we looked at the draft revised Regulatory Technical Standards (RTS) supplementing the amended ELTIF Regulation (ELTIF 2.0) published by the European Securities and Markets Authority (ESMA) in its December…more

Capital Markets, Capital Markets Union, ELTIF, EU, European Commission

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How to Make AI-Powered Productivity Gains Stick

Manufacturers have long sought strategies to boost productivity on factory floors. Increasingly, they are tapping AI to analyze worker performance and raise efficiency…more

Artificial Intelligence, Automation Systems, Biden Administration, Employee Monitoring, Employee Privacy Rights

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Unlocking AI’s Power to Multiply Manufacturing Productivity

To capture AI’s promise, manufacturers must take steps to protect privacy and root out bias, particularly when they train their systems on data about employees…more

Artificial Intelligence, Bias, Biometric Information, Class Action, Employee Privacy Rights

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Bank Officer and Director Enforcement Exposures In the Wake of Silicon Valley Bank

The recent and sudden failures of Silicon Valley Bank and Signature Bank, and the threat of other bank failures, have led to intense public focus on what caused these banks to run into trouble, who is to blame, and what should…more

Banking Regulators, Banks, Board of Directors, Corporate Officers, Depository Institutions

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How to Get Your SIUU Out: FDA Provides Long-Awaited Update for Industry on Communicating Off-Label Information

On October 23, 2023, FDA announced the availability of a revised draft guidance titled “Communications From Firms to Health Care Providers Regarding Scientific Information on Unapproved Uses of Approved/Cleared Medical…more

Commercial Speech, Draft Guidance, Food and Drug Administration (FDA), Health Care Providers, Off-Label Promotion

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Paycheck Protection Program Legal Update for Tax-Exempt Organizations

CURRENT STATUS - On April 24, 2020, President Trump signed the Paycheck Protection Program and Healthcare Enhancement Act (PPP Enhancement Act), adding an additional $310 billion to the previously exhausted $349 billion in…more

CARES Act, Coronavirus/COVID-19, Loan Applications, Loan Forgiveness, Paycheck Protection Program (PPP)

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Envisioning the New Normal: Real Estate + Technology: Part 4: Retail

This article is the fourth of a multi-part series examining the impact of the COVID-19 pandemic on select real estate sectors and the considerations around how technologies will shape future operations and accelerate means to…more

Brick-and-Mortar Stores, Coronavirus/COVID-19, E-Commerce, Grocery Stores, Health and Safety

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FDA Approves New Indication for AstraZeneca and Daiichi Sankyo’s Cancer Drug ENHERTU

​​​​​​​On April 5, the FDA granted accelerated approval to AstraZeneca and Daiichi Sankyo’s ENHERTU (trastuzumab deruxtecan) for adult patients with unresectable or metastatic HER2-positive (IHC3+) solid tumors who have received…more

Biologics, Biosimilars, FDA Approval, Food and Drug Administration (FDA), Life Sciences

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Advertising in MA: Can Consumers Bring Class Actions for ‘Deceptive’ Advertising that has Neither Deceived Nor Harmed Them?

If your company advertises and sells products in Massachusetts, it could be subjected to a class action lawsuit by Massachusetts consumers who purchased one of its products if the consumers can show that a reasonable person…more

Advertising, Class Action, Consumer Protection Act, False Advertising, Remedies

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California Property Taxes: Major Changes May Be Coming

California real estate investors and other stakeholders need to pay close attention to Proposition 15, The California Schools and Local Communities Funding Act of 2020 (a.k.a. the “split-roll” initiative). If passed in the…more

Ballot Measures, Cash Value, Commercial Property Owners, Commercial Real Estate Market, Commercial Tenants

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Envisioning the New Normal: Real Estate + Technology, Part 8: Series Wrap-Up

This article is the final piece in a multi-part series examining the impact of the COVID-19 pandemic on select real estate sectors and the considerations around how technologies will shape future operations and accelerate means…more

Brick-and-Mortar Stores, Clinical Laboratories, Commercial Real Estate Market, Coronavirus/COVID-19, E-Commerce

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Governor Patrick Proposes Bill to Ban Certain Non-Competes in Massachusetts but Preserve Enforceability of Other Restrictive Covenants

Last week, Massachusetts Governor Deval Patrick proposed legislation that would ban certain non-competition provisions in agreements with employees and independent contractors. Certain other important restrictive covenants,…more

Corporate Counsel, Independent Contractors, Non-Compete Agreements, Non-Solicitation Agreements, Restrictive Covenants

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Issue Twenty-Seven: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This monthly digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

§ 314(d), Administrative Patent Judges, Claim Construction, Cuozzo Speed Technologies v Lee, Inter Partes Reexamination

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Phantom Equity to the Rescue

A Summary of HControl Holdings LLC, et al. v. Antin Infrastructure Partners. Defined terms are the battlefield for lawyers. Some terms are well trodden, while others are not. A recent case in the Delaware Court of Chancery…more

Contract Terms, Equity Securities, Merger Agreements, Mergers, Phantom Stock Plans

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Considerations for Nonprofit Human Resource Departments in Responding to COVID-19

On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. As the virus continues to spread, health officials and governmental authorities have enacted responsive measures and published guidelines aimed at…more

Coronavirus/COVID-19, Employee Training, Employment Policies, Health and Safety, Human Resources Professionals

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9 Key Takeaways From Goodwinʼs Legal Operations & Corporate Counsel Roundtable

Strategies and best practices to contain costs, maximize efficiencies and leverage innovation to collaborate across teams - Goodwin, in conjunction with the Northeast chapter of the Association of Corporate Counsel (ACC),…more

Best Practices, Business Development, Business of Law, Corporate Counsel, Diversity

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The European Parliament Adopts Position on the European Commission’s Proposal for the First Major Overhaul of the EU Medicines Regulatory Framework in 20 Years

In April 2023, we published an alert in relation to two European Commission legislative proposals: new Regulation 2023/0131 and new Directive 2023/0132, to replace the current EU regulatory framework for all medicines (including…more

Clinical Trials, Data Protection, EU, European Commission, European Medicines Agency (EMA)

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U.S. And EU Reach Political Agreement on a New Trans-Atlantic Data Privacy Framework: The Implications for Businesses

On 25 March 2022, President Biden and the President of the European Commission (“EC”) von der Leyen announced that the U.S. and EU reached an agreement in principle on a new Trans-Atlantic Data Privacy framework for…more

Court of Justice of the European Union (CJEU), Data Protection, EU, EU-US Privacy Shield, European Commission

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New SEC Climate Rules Stayed by Fifth Circuit - For Now

On March 6, 2024, the SEC adopted expansive new climate disclosure rules (the “Rules”). As noted in our March 12, 2024 client alert summarizing and analyzing the new Rules, litigation challenging the Rules was already pending…more

Climate Change, Corporate Governance, Disclosure Requirements, Greenhouse Gas Emissions, Multidistrict Litigation

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Summary of New SEC Requirements for Open-End Fund Liquidity Risk Management and Amendments to Permit Use of “Swing Pricing”

On October 13, 2016, the U.S. Securities and Exchange Commission (Commission) unanimously adopted regulatory changes that require open-end funds, including traditional mutual funds and exchange-traded funds, to establish…more

EFTs, Exchange-Traded Products, Form N-CEN, Investment Company Act of 1940, Liquidity

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The Colorado Privacy Act Joins List of Comprehensive State Privacy Laws

On July 7, 2021, Colorado Governor Jared Polis signed the Colorado Privacy Act (“CPA”) into law. The CPA will take effect on July 1, 2023 and joins the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act…more

Consent, Consumer Privacy Rights, Data Collection, Data Controller, Data Privacy

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Who Owns Digital Assets When a Cryptocurrency Platform Files Bankruptcy? The Terms of Use Answer the Question

In a decision of first impression regarding whether certain digital assets are property of a bankrupt debtor’s estate (attached here), Chief Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Cryptoassets, Cryptocurrency

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Is It Possible to Copyright Works That Include AI-Generated Material?

The answer seems to be yes — but only when ‘authorship’ of the work can be attributed to a human. In August 2023, the US District Court for the District of Columbia ruled that an AI-generated work “absent any guiding human…more

Artificial Intelligence, Artistic Works, Artists, Authors, Authorship

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Dilutive Down Round Financings in the U.S.: A Legal Risks Refresher

Just over a month ago, many sectors of the U.S. economy came to a sudden stop as the federal and state governments ramped up their efforts to contain the spread of the COVID-19 pandemic. As governors issued orders requiring…more

CARES Act, Down Rounds, Financing, Liability, Portfolio Companies

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Delaware Supreme Court Holds That Boards Must Satisfy the MFW Framework in Controller Transactions to Obtain Business Judgment Deference

In 2014, the Delaware Supreme Court held in Kahn v. M&F Worldwide Corp. (“MFW”) that a court will apply the entire fairness standard of review to freeze-out merger transactions between a controlled corporation and its…more

Business Judgment Rule, Compensation & Benefits, Corporate Governance, DE Supreme Court, Entire Fairness Standard

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Governor Newsom Loosens Cal-WARN Notice Obligations During COVID-19 State of Emergency

Under both the federal Worker Adjustment and Retraining Notification (WARN) Act and its California equivalent (Cal-WARN) covered employers are required to provide at least 60 days' notice before executing a mass layoff or…more

Cal-WARN, Coronavirus/COVID-19, Governor Newsom, Layoffs

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State of Play: Current Trends in APAC Private Real Estate Funds - October 2023

We are delighted to publish this briefing on current trends in Asia-Pacific (APAC) private real estate funds. This is the first time that Goodwin, IQ-EQ, and KPMG in Singapore have collaborated on such a project, and we hope…more

Artificial Intelligence, Asia Pacific, Capital Formation, Emerging Markets, Environmental Social & Governance (ESG)

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Delaware Court Of Chancery Dismisses Remainder 0f Claims Alleging that California Biotech Firm Profited From Nonpublic Information About Vaccine Development Efforts

On June 3, 2022, the Delaware Court of Chancery dismissed the final two counts in an action against California biotech firm Vaxart, Inc., finding that plaintiffs failed to adequately allege that certain non-public information…more

Amazon, Books & Records, Class Action, Class Certification, Dismissals

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Financial Services Weekly News: FDIC Issues Guidance on Applications for Deposit Insurance

In This Issue. The Federal Deposit Insurance Corporation (FDIC) released supplemental question and answer materials clarifying certain aspects of the application process for deposit insurance; the Consumer Financial Protection…more

Consumer Financial Protection Bureau (CFPB), Debt Relief, Deposit Insurance, FDIC, Federal Trade Commission (FTC)

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Supreme Court Adopts New Standard for Establishing Adverse Employment Action Element in Title VII Cases

To prevail on a claim of unlawful employment discrimination, a plaintiff must establish that the employer took an “adverse employment action” because of the employee’s protected class..…more

Adverse Employment Action, Civil Rights Act, Diversity and Inclusion Standards (D&I), Employee Transfers, Employer Liability Issues

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

See all updates »

Massachusetts Doubles Estate Tax Exemption as Part of $1 Billion Tax Bill

Massachusetts has passed a sweeping $1 billion tax relief package intended to boost the Commonwealth’s affordability and competitiveness. Among other changes, the tax bill doubles the Massachusetts estate tax exemption to $2…more

Capital Gains, Estate-Tax Exemption, State Taxes, Tax Cuts and Jobs Act, Tax Exemptions

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The Impact of COVID-19 on Disclosure Obligations for Public Companies in the Life Sciences Industry

The ongoing global outbreak of the novel coronavirus (COVID-19) raises important considerations for life sciences companies subject to U.S. Securities and Exchange Commission (“SEC”) disclosure and reporting requirements. As the…more

Coronavirus/COVID-19, Disclosure Requirements, Insider Trading, Life Sciences, Publicly-Traded Companies

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The Silicon Valley Bank UK insolvency: FAQ for those doing business with the Bank

News of the failure of Silicon Valley Bank in the United States has dominated headlines over the last few days. Late yesterday, Friday, 10 March 2023, the Bank of England made an announcement about the status of Silicon Valley…more

Bank of England, Banks, Commercial Loans, Contract Terms, Counterparties

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End of the Beginning: AIFMD II’s Final Text

In our previous alert AIFMD II (Near) Final Text Agreed: What’s New? and in our recent update in our Horizon Scan, we noted that the Council of the European Union (EU) had published the final compromise amending text setting out…more

AIFM, Alternative Investment Fund Managers Directive (AIFMD), Amended Regulation, EU, European Commission

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Healthcare in a Post-Roe World

The long-term implications of the Dobbs decision are unknown, but its impact on stakeholders in the healthcare industry will continue for years to come. The US Supreme Court’s June 2022 decision in Dobbs v. Jackson Women's…more

Abortion, Dobbs v. Jackson Women’s Health Organization, Fertility Treatments, Health Care Providers, Health Clinics

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2022 Year In Review - Consumer Finance

2022 saw a flurry of regulatory activity by federal enforcement agencies — most notably, the Consumer Financial Protection Bureau (CFPB, or Bureau) — as the industry began to experience the full effects of the change in…more

Automotive Loans, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Credit Cards

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Commercial Leasing in Massachusetts: Contractual Limitation of Liability Provisions Unenforceable for Willful or Knowing Violations of Chapter 93A, Section 11

The Massachusetts Supreme Judicial Court on January 24 issued an important decision impacting commercial landlords’ potential exposure to liability for multiple damages under Chapter 93A in H1 Lincoln, Inc. vs. South Washington…more

Chapter 93A, Commercial Leases, Damages, Landlords, MA Supreme Judicial Court

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DOJ Renews Focus on Private Equity Amid Record False Claims Act Enforcement

2023 was another record year for False Claims Act enforcement. On February 22, 2024, the U.S. Department of Justice (DOJ) announced that the federal government and whistleblowers were party to a record number of FCA settlements…more

Artificial Intelligence, Corporate Misconduct, Department of Justice (DOJ), Due Diligence, Enforcement Actions

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Goodwin REIT Alert: Trends in REIT M&A (2022-2023)

In our 2022 alert “REIT M&A Trends Through the Pandemic,” we cataloged a total of 42 new REIT transactions announced between August 2020 and May 2022, a pace that rivaled or exceeded pre-pandemic levels. From May 2022 through…more

Acquisitions, Investment Funds, Mergers, Popular, Real Estate Investments

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DOJ Revises Corporate Compliance Guidance to Take on Compensation Incentives and Communications Preservation - With a Continued Emphasis on Individual Accountability

As part of a recent series of announcements regarding updates to its corporate compliance policies, the Department of Justice (DOJ) announced significant revisions to its evaluation criteria for corporate compliance programs,…more

Chief Compliance Officers, Clawbacks, Compliance, Corporate Crimes, Corporate Misconduct

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ELTIF 2.0 RTS: Commission Orders ESMA to Think Again

In our previous alert, we looked at the draft revised Regulatory Technical Standards (RTS) supplementing the amended ELTIF Regulation (ELTIF 2.0) published by the European Securities and Markets Authority (ESMA) in its December…more

Capital Markets, Capital Markets Union, ELTIF, EU, European Commission

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Antitrust & Competition Technology 2023 Year in Review

Antitrust actions significantly impacted the technology sector in 2023 and are poised to have substantial repercussions in the future, affecting both major tech companies and emerging enterprises. In addition to a focus on the…more

Acquisitions, Antitrust Provisions, Competition, Department of Justice (DOJ), EU

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US Government Moves to Regulate Cross-Border Transactions Involving Sensitive Data

In a sweeping, coordinated effort across federal agencies, the US government has taken a giant leap forward to prevent access to data that could be exploited to the detriment of national security. On February 28, 2024, President…more

Advanced Notice of Proposed Rulemaking (ANPRM), Biden Administration, Bureau of Industry and Security (BIS), CFIUS, China

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Psychedelics & Drug Development - Key Considerations for Healthcare Industry and Life Sciences Companies as Congress Seeks to Tap Into Psychedelics’ Therapeutic Potential

On March 8, 2023, US Sens. Cory Booker (D-NJ) and Rand Paul (R-KY) introduced an updated version of the Breakthrough Therapies Act, and US Reps. Nancy Mace (R-SC) and Madeleine Dean (D-PA) introduced companion legislation in the…more

Breakthrough Therapy Designation, Controlled Substances Act, DEA, Health Care Providers, Life Sciences

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Setting A New Standard: Data Privacy And Corporate Social Responsibility

Corporate Social Responsibility (“CSR”) and Environmental, Social, and Governance (“ESG”) practices have increasingly become priorities for many organizations as they assess their obligations to their employees, customers, and…more

Best Practices, Business Strategies, Consumer Privacy Rights, Corporate Social Responsibility, Cyber Threats

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Business And Individual Income Tax Provisions Of The Cares Act

On Friday, March 27, Congress passed, and the President signed, the bipartisan “Coronavirus Aid, Relief, and Economic Security Act” (the “Act”), a $2 trillion economic stimulus plan to provide funding and tax relief to Americans…more

Business Losses, CARES Act, Charitable Deductions, Coronavirus/COVID-19, Employee Retention

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ITC 337 Quarterly Insider Q2 2020

Goodwin’s 337 Quarterly Insider remains the premiere publicly available source for keeping up to date on all meaningful decisions coming out of the Commission. Please find below Goodwin’s insights on the months of April, May,…more

Administrative Law Judge (ALJ), Cease and Desist Orders, Claim Construction, Claim Limitations, Confidentiality Agreements

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2021 Year in Review: Consumer Finance

[co-authors: Amelie Hopkins, and Collin Grier] The year 2021 started with the hope of COVID-19 vaccines and a return to (relative) normalcy, only to conclude with new variants that presented new challenges and extended others…more

AMG Capital Management LLC v FTC, Automotive Loans, Banking Sector, Borrowers, Collins v Yellin

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A Vital Decision on Social Media Ownership

Social media continues to grow at an extraordinary pace. Companies regularly introduce new social media platforms to the marketplace and seek new ways to utilize such platforms to advance their businesses. At the same time, the…more

Brand, Chapter 11, Commercial Bankruptcy, Corporate Branding, Facebook

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Part III: What Primary Mitigation Strategies Exist for Companies with Double-Vest RSUs That May Be Expiring?

This alert is the third in a three-part Goodwin series regarding double-vest restricted stock unit awards (Double-Vest RSUs). As discussed in Part I and Part II of our series, many mature start-up and other high value pre-IPO…more

Liquidity, Qualified Restricted Stock Units (RSUs), Restricted Stocks, Risk Mitigation, Stock Options

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SEC Files First Enforcement Complaint Under Liquidity Rule

On May 5, 2023, the U.S. Securities & Exchange Commission filed its first enforcement complaint under Rule 22e-4 of the Investment Company Act of 1940, 17 C.F.R. § 270.22e-4 (the Liquidity Rule). The complaint was brought…more

Enforcement Actions, Investment Adviser, Investment Company Act of 1940, Investment Funds, Liquidity

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In Updated Guidance on Use of Tracking Technologies by HIPAA Regulated Entities, HHS-OCR Takes Expansive View of When Information Related to Unauthenticated Individuals Is PHI

On March 18, 2024, the U.S. Department of Health and Human Services Office for Civil Rights (HHS-OCR) revised its controversial December 2022 bulletin (the December 2022 Bulletin) regarding the use of tracking technologies by…more

Business Associates, Covered Entities, Department of Health and Human Services (HHS), Enforcement, Enforcement Priorities

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The South Korean K-Chips Act and Its Impact on International Companies and Investors

For investors in enterprises in the Korean semiconductor industry and other national strategic industries, a new tax bill has been passed that (i) increases the base tax credits received by these enterprises to 25% (if…more

Corporate Taxes, International Tax Issues, Investment Tax Credits, Investors, Multinationals

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Mandatory Licensing Regime for Virtual Asset Exchanges in Hong Kong

Hong Kong has traditionally been a hub for digital asset businesses in the region. As regulators in Hong Kong are working to tighten the regulatory regime on virtual asset exchanges, market players and investors seeking to take…more

AML/CFT, Compliance, Crypto Exchanges, Cryptoassets, Digital Assets

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Metaverse in China: Beware of these Potential Legal Issues

The metaverse is still in its nascent stages, and the Chinese government is already increasingly focused on its development and regulation. At the March 2022 “Two Sessions” (两会), a term given to the back-to-back annual meetings…more

Algorithms, Anti-Corruption, Anti-Money Laundering, Artificial Intelligence, China

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The Department of Labor Finalizes Changes to the QPAM Exemption - A Favored Management Tool Gets Less User-Friendly

On April 3, 2024, the Department of Labor (DOL) published final changes to Prohibited Transaction Class Exemption 84-14, commonly known as the “QPAM Exemption”. The changes make reliance on the QPAM Exemption more burdensome and…more

Banking Sector, Benefit Plan Sponsors, Department of Labor (DOL), Employee Retirement Income Security Act (ERISA), Exemptions

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New Guidance on Los Angeles Measure ULA (Mansion Tax) Exemptions

It has been more than three months since Measure ULA (a/k/a the LA Mansion Tax and the Homelessness and Housing Solutions Tax) became effective in the City of Los Angeles. Measure ULA imposes a new special transfer tax (the ULA…more

Commercial Property Owners, Municipalities, New Guidance, Property Tax, Realty Transfer Taxes

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DHS Ends Temporary Suspension of Form I-9 Physical Examination Requirements and Announces Alternative Verification Procedure and Revised Form I-9

On July 21, 2023, the U.S. Department of Homeland Security (“DHS”) announced multiple changes to the Form I-9 process. The changes narrow the circumstances in which employers may review I-9 documentation remotely…more

Department of Homeland Security (DHS), E-Verify, Employment Eligibility Verification, Final Rules, Form I-9

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New York City Issues Guidance on Required Salary Disclosures in Job Postings

New York City employers be aware: A new “NYC Salary Disclosure Law” will soon require employers to include a good faith salary range for every job, promotion, or transfer opportunity advertised. While the NYC Salary Disclosure…more

Covered Employer, Disclosure Requirements, Employer Liability Issues, Job Applicants, Job Promotions

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Financial Services Weekly News: SEC Modernizes ETF Regulation, Issues Guidance on Performance and Fee Disclosures

In This Issue. The Securities and Exchange Commission (SEC) adopted a rule permitting most exchange-traded funds that satisfy a set of standardized conditions to operate without the expense and delay of obtaining exemptive…more

Consumer Financial Protection Bureau (CFPB), ETFs, Exchange-Traded Products, FDIC, Financial Services Industry

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The Supreme Court Provides Guidance on the Standard for Deciding Price Impact at Class Certification in Securities Fraud Cases

In Goldman Sachs Group, Inc. v. Arkansas Teacher Retirement System, the U.S. Supreme Court answered two important questions regarding the standards that govern class certification in securities fraud actions, affirming the…more

Arkansas Teacher Retirement System v Goldman Sachs Group, Basic v Levinson, Burden of Persuasion, Burden of Proof, Class Action

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Deadline Approaching for Reporting 2023 ISO Exercises and ESPP Transfers

Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options (ISOs)…more

Employee Benefits, ESOP, Filing Deadlines, Incentive Compensation, Incentive Stock Options

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Structuring for Success: Growth Equity Investors Adapt to Adjusting Valuations and a Tougher Economic Environment

There has been no shortage of LP allocations to the growth equity asset class over the last decade. The attractiveness of growth equity’s risk-return profile - occupying the space between VC and PE buyouts - and its exposure to…more

Dividends, Investors, Liquidation, Private Equity, Share Classes

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Horizon Scan for Private Investment Funds: Key Recent and Expected funds, Regulatory and Tax Developments to look out for - February 2024

Welcome to the first edition of our Horizon Scan for 2024: key recent and expected funds, regulatory and tax developments to look out for. As before, we focus on the most important developments and changes that we expect to be…more

Consumer Financial Contracts, Corporate Governance, Decentralized Finance (DeFi), Disclosure Requirements, Diversity

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SEC Adopts Amendments to Rules Governing Financial Disclosures on Material Acquisitions and Dispositions of Businesses

In an effort to reduce the complexity and compliance costs of financial disclosures for significant acquisitions or dispositions of businesses, the SEC has adopted amendments to the applicable rules, reducing the scope of…more

Acquisitions, Amended Rules, Asset Test, Disclosure Requirements, Dispositions

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European Union: ESMA Blockchain Regulation

On June 2, 2016, the European Securities and Markets Authority (ESMA) issued a discussion paper seeking feedback from Fintech companies and financial institutions on the possible use of blockchain technology in securities…more

Blockchain, Comment Period, EU, European Securities and Markets Authority (ESMA), Financial Institutions

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Brexit & Trademarks: Important Considerations For Maintaining UK Trademark Rights Post-Brexit

With the United Kingdom’s withdrawal from the European Union, companies must reconsider the implications of doing business in the UK and the EU, including how Brexit affects the company’s intellectual property rights. Included…more

EU, European Union Trade Mark (EUTM), Intellectual Property Protection, Trademark Application, Trademark Registration

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Treasury Targets Tax Deferral in Leveraged Partnership Structures with New Regulations

The Treasury issued new final, temporary and proposed regulations that take aim at, and significantly reduce the effectiveness of, leveraged partnership structures intended to achieve tax deferral to the contributing partner…more

Disguised Sales, Limited Liability Company (LLC), New Regulations, Partnerships, Private Equity

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Fund Finance: 2023 Reflections and Looking Ahead to 2024

Goodwin is proud to be a platinum sponsor of the 2024 Global Fund Finance Symposium. As next week’s conference approaches and our clients, colleagues, and friends head toward Miami, the Goodwin Fund Finance team has paused to…more

Asia, Asia Pacific, Banking Crisis, Banks, Capital Markets

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Decision Time: The Unified Patent Court Begins in 2023

The Unified Patent Court (“UPC”) is set to begin on June 1, 2023. Under the UPC framework, a single court proceeding could result in simultaneous revocation of European Patents across multiple European Union (“EU”) countries,…more

EU, Intellectual Property Protection, IP License, Patents, Unified Patent Court

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2023 Year in Review: Mortgage Origination and Servicing

Welcome to the Mortgage Origination and Servicing chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - Enforcement efforts are expected to increase in 2024 and will likely…more

Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Antitrust & Competition Healthcare Quarterly Update - Q1 2023

Department of Justice Withdraws Long-Standing Antitrust Healthcare Policy Statements - On February 2, 2023, the Antitrust Division of the US Department of Justice (DOJ) announced the withdrawal of its support for three joint…more

Acquisitions, Amazon, Antitrust Investigations, Antitrust Provisions, Appeals

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The SEC Amends the Internet Adviser Exemption

On March 27, 2024, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 203A-2(e) of the Investment Advisers Act of 1940 (the Advisers Act) (the Internet Adviser Exemption)…more

Amended Rules, Compliance, Compliance Dates, Exemptions, Form ADV

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

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Long Awaited German RETT Rules For Share Deals To Come On 1 July 2021

After a long-lasting discussion regarding the real estate transfer tax (“RETT”) rules for share deals, it seems that the end of that discussion is near — at least for the moment. On 16 April 2021 the finance committee of the…more

Germany, Holding Periods, New Rules, Proposed Rules, Real Estate Transfers

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Companies Can Protect Proprietary Data When Responding to CCPA Privacy Requests

Since its passage almost three years ago, the California Consumer Privacy Act (“CCPA”) has offered California-based consumers certain rights over the personal information companies collect and process about them. While…more

California Consumer Privacy Act (CCPA), Consumer Data Requests, Data Collection, Data Privacy, Data Protection

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Long-awaited Decision in PHH Corp. v. Consumer Financial Protection Bureau

On January 31, 2018, the U.S. Court of Appeals for the D.C. Circuit, sitting en banc, issued its long-awaited decision in PHH Corp. v. CFPB, holding that the provision of the Dodd-Frank Act shielding the single director of the…more

Administrative Proceedings, Constitutional Challenges, Consumer Financial Protection Bureau (CFPB), Dodd-Frank, PHH Corp. v CFPB

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Current Issues for Qualified Small Business Stock - How New R&E Expensing Rules Could Hurt Your QSBS Status, and Why Cash Management Changes Likely Won’t

An early-stage company can offer prospective investors an attractive investment opportunity, particularly if the company’s stock will qualify as “qualified small business stock” (QSBS) for US federal income tax purposes. This is…more

Amortization, Early Stage Companies, Internal Revenue Code (IRC), Investors, Qualified Small Business Stock

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Deadline Approaching for Reporting 2022 ISO Exercises and ESPP Transfers

Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees and former employees and send information filings to the IRS regarding exercises of incentive stock options (ISOs) by…more

Employee Benefits, Employee Stock Purchase Plans, Filing Deadlines, Incentive Stock Options, Internal Revenue Code (IRC)

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A Look Ahead in Life Sciences: What We Are Tracking in Q3 2023 and Beyond

As the life sciences industry continues to expand and grow increasingly complex, so does its legal, regulatory, and compliance landscape. To help companies and investors navigate the many evolving and emerging laws and…more

Biologics, FDA Approval, Food and Drug Administration (FDA), Health Insurance Portability and Accountability Act (HIPAA), Life Sciences

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2020 Year In Review Securities Litigation Against Technology Companies

In many ways, 2020 was an unprecedented year. In midMarch, the United States abruptly went into lockdown as coronavirus cases began to spike; a national emergency was declared, travel bans and gathering restrictions were…more

Class Action, Data Breach, Dismissals, Duty to Disclose, Failure To Disclose

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SEC Adopts Rule Enhancements to Prevent Misleading or Deceptive Investment Fund Names

On September 20, 2023, the US Securities and Exchange Commission (the “SEC”) voted, by a 4-1 vote, to adopt certain amendments (the “final rule” or the “amendments”) to Rule 35d-1 (the “Names Rule”) under the Investment Company…more

Amended Rules, Compliance, Compliance Dates, Derivatives, Disclosure Requirements

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Dilutive Down Round Financings in the U.S.: A Legal Risks Refresher

Just over a month ago, many sectors of the U.S. economy came to a sudden stop as the federal and state governments ramped up their efforts to contain the spread of the COVID-19 pandemic. As governors issued orders requiring…more

CARES Act, Down Rounds, Financing, Liability, Portfolio Companies

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9 Key Takeaways From Goodwinʼs Legal Operations & Corporate Counsel Roundtable

Strategies and best practices to contain costs, maximize efficiencies and leverage innovation to collaborate across teams - Goodwin, in conjunction with the Northeast chapter of the Association of Corporate Counsel (ACC),…more

Best Practices, Business Development, Business of Law, Corporate Counsel, Diversity

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Frequently Asked Questions: Pay Versus Performance Final Rules

The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our recent client alert. These rules will require companies that are not exempt…more

Corporate Governance, Disclosure Requirements, Dodd-Frank, Emerging Growth Companies, Executive Compensation

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A Look Ahead in Life Sciences: What We Are Tracking in Q2 2024 and Beyond

As the life sciences, medtech, and diagnostic industries continue to expand and grow increasingly complex, so does the legal, regulatory, and compliance landscape. To help companies and investors navigate the many evolving and…more

Advanced Notice of Proposed Rulemaking (ANPRM), Biden Administration, Biologics, Centers for Medicare & Medicaid Services (CMS), Clinical Laboratory Testing

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Far Beyond Real Estate: The Real Impact of Florida’s SB 264

On May 8, 2023, Florida Gov. Ron DeSantis signed into law Senate Bill 264: Interests of Foreign Countries (SB 264), effective July 1, 2023. The law may affect not only traditional real property owners and investors but also…more

Acquisitions, American Civil Liberties Union (ACLU), Business Ownership, Commercial Real Estate Market, Constitutional Challenges

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Hospitality in the Metaverse

Hotels are increasingly about much more than a place to sleep. Particularly in the lifestyle and luxury sectors, hotels are focused on the entire guest experience, from enhanced and more diverse food and beverage offerings to…more

Hotels, Metaverse, Travelers

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Pillar Two Implementation in Luxembourg

On 4 August 2023, Luxembourg published a bill of law (the “Bill”) to transpose the EU directive no. 2022/2523 largely known as the “EU Minimum Tax Directive” or “Pillar Two Directive”, ensuring a minimum global Effective Tax…more

Corporate Taxes, EU, Investment Funds, Luxembourg, Multinationals

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How Much Must Managers ‘Deploy’ From an Existing Fund Before Starting a Successor?

Fund documents usually stipulate a percentage (70% to 75%, in most cases), but the terms used in provisions can have a significant effect on what the percentage means in practice. Most fund managers operate multiple funds,…more

Asset Management, Fund Managers, Investment Adviser, Investment Management, Venture Capital

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Highlights From The Proposed Carried Interest Regulations

The U.S. Treasury Department and the Internal Revenue Service recently released proposed regulations under Section 1061 of the Internal Revenue Code of 1986, as amended.1 Congress enacted Section 1061 in 2017 in order to limit…more

APIs, Capital Gains, Carried Interest, Carried Interest Tax Rates, Holding Periods

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Acquiring or Investing in EU Crypto-Asset Businesses: Further Clarity on MiCA

In our previous alert “Acquiring or Investing in EU Crypto-Asset Businesses: MiCA’s Impact,” we discussed the impact of the European Union (EU) Markets in Crypto-Assets Regulation (MiCA) on the acquisition or investment in EU…more

Acquisitions, Anti-Money Laundering, Cryptoassets, Digital Assets, EU

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Massachusetts Supreme Judicial Court Rules Merger Challenges Must Be Brought Derivatively

In a decision that will have significant implications for M&A litigation involving Massachusetts corporations, on March 6, the Massachusetts Supreme Judicial Court held that a shareholder challenge to a proposed merger generally…more

Class Action, Fiduciary Duty, Mergers, Shareholder Litigation, Shareholders

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SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence; Stockholders Strike $110 Million Settlement In Suit Alleging Breaches Of Fiduciary Duties By Former GCI…more

Acquisitions, Aiding and Abetting, Anti-Fraud Provisions, Anti-Money Laundering, Arkansas Teacher Retirement System v Goldman Sachs Group

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

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Janssen v. Teva: Not an April Fool’s Day Joke for Life Sciences Companies

On April 1, 2024 the Federal Circuit released its opinion in Janssen Pharmaceuticals, Inc. et al v. Teva Pharmaceuticals USA, Inc. et al., affirming the district court’s finding that certain claims were not indefinite and…more

Indefiniteness, Intellectual Property Protection, Life Sciences, Obviousness, Patent Infringement

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What You Need To Know About Negotiating A Venture Term Sheet

For any founder, whether a first-timer or a serial entrepreneur, it’s an exciting moment when you receive a term sheet from a venture capital fund for your company’s first preferred stock financing round. Excitement aside, it’s…more

Board of Directors, Business Ownership, Business Valuations, Capital Raising, Contract Negotiations

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New Jersey Supreme Court Adopts the Substantial-Interest Test for Statute of Limitations Choice of Law

On January 24, the New Jersey Supreme Court adopted the substantial-interest test to determine choice-of-law questions in the application of statutes of limitations. New Jersey’s statute of limitations applies if (1) New Jersey…more

Choice-of-Law, Hoffman LaRoche, NJ Supreme Court, Pharmaceutical Industry, Prescription Drugs

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Germany Announces 2 Billion Euros Aid Package for Start-ups Amid COVID-19 Crisis

On 1 April 2020, the German Federal Government announced that it intends to supplement its existing uncapped aid for businesses to overcome the ongoing Coronavirus crises by providing a further 2 billion euros financial booster…more

Coronavirus/COVID-19, Entrepreneurs, Financial Distress, Germany, Relief Measures

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SEC Sues Longfin Over Trades Following Acquisition of Cryptocurrency Company

The Securities and Exchange Commission (SEC) last week sued Longfin Corp., a financial technology company that recently entered the cryptocurrency space, as well as Longfin’s CEO and three others affiliated with the company. The…more

Acquisitions, CFTC, Cryptocurrency, Enforcement Actions, Securities and Exchange Commission (SEC)

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FDIC Refines Supervisory Strategy Concerning Multiple Re-Presentment NSF Fees Guidance

Regulatory Developments - FDIC Refines Supervisory Strategy Concerning Multiple Re-Presentment NSF Fees Guidance - On June 16, the FDIC revised its Supervisory Guidance on Multiple Re-Presentment Non-Sufficient Funds…more

Asset Management, Banking Sector, Consumer Financial Protection Bureau (CFPB), Credit Cards, Cybersecurity

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Acquirer Beware: “Material Adverse Effects” in Merger Contracts and How Shifting Reimbursement Rates Impact the Healthcare Sector

On July 9, 2021, the Delaware Court of Chancery (Slights, V.C.) issued an opinion in Bardy Diagnostics, Inc. v. Hill-Rom, Inc., No. 2021-0175-JRS, concluding that the requirements of a “material adverse effect” (“MAE”) clause in…more

Acquisitions, Buyers, Contract Drafting, Contract Negotiations, Material Adverse Effects

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SEC Expands ‘Regulation A’ Eligibility to Reporting Companies

Regulation A provides an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) for offers and sales of securities up to $20 million, for Tier 1 offerings, or up to $50 million, for…more

Regulation A, Securities Act of 1933, Securities and Exchange Commission (SEC), Smaller Reporting Companies

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OCC Finalizes “True Lender” Rule

In the News. The Office of the Comptroller of the Currency (OCC) finalized its “true lender” rule, which establishes that a national bank or federal savings association (bank) is the “true lender” of a loan if, as of the date…more

Advanced Notice of Proposed Rulemaking (ANPRM), Amended Rules, Bank Secrecy Act, Banking Sector, CFTC

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Ten Considerations for Large-Cap and Upper-Middle-Market Borrowers in Early Stages of Distress

Companies continue to face economic uncertainty caused by a variety of factors such as high interest rates, changing consumer spending habits, a tight debt and equity environment, labor market and inflationary pressures,…more

Commercial Loans, Corporate Restructuring, Credit Facilities, Debt Restructuring, Default

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Financial Services Weekly News - February 2019 #3

Editor's Note - Good News, Bad News. Key developments in federal securities laws have recently brought both good news and bad news for current and prospective public companies. First, the Securities and Exchange Commission…more

Arbitration, Banking Sector, Consumer Financial Protection Bureau (CFPB), FDIC, Federal Arbitration Act

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Supply Chain Contracts During a Distressed Economy: Enforcement, Rights, and Remedies

As the coronavirus continues to spread globally and as governments react by imposing quarantines on not just individuals but entire cities and regions, businesses are looking to protect themselves from the worst impacts of the…more

Contract Disputes, Coronavirus/COVID-19, Force Majeure Clause, Supply Chain, Uniform Commercial Code (UCC)

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SEC Speaks Conference 2024

The SEC (U.S. Securities and Exchange Commission) recently hosted the 2024 SEC Speaks conference in Washington, DC. During the event, SEC leaders, including the Chair, commissioners, and senior staffers, shared their views about…more

Cooperation, Disgorgement, Electronic Communications, Enforcement, Enforcement Actions

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

See all updates »

UK Government Expands Eligibility for Future Fund Benefits

More start-ups and growth companies will be able to apply for investment from the UK government’s Future Fund, beginning today (Tuesday 30 June). Changes to the scheme’s eligibility criteria mean that UK companies that have…more

Eligibility, Future Fund, Investment, Startups, UK

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Crypto business in (and “to”) the UK: Further light on the new regulatory regimes

The Response and Stablecoins Update confirm the core of HMT’s policy proposals in the General Consultation and Stablecoin Consultation, respectively, although they shine further light on the features of the regulatory regime…more

Banking Sector, Consultation, Cryptoassets, Cryptocurrency, Decentralized Finance (DeFi)

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Traps for the Unwary: Using Alternative Credit Data to Expand Credit Access to LMI Individuals and Underrepresented Communities

Traditional credit underwriting methods, which are generally based on credit reports, have not always successfully captured the full picture of a borrower’s ability to repay. It is estimated that more than 45 million US…more

Alternative Methods, Borrowers, Consumer Financial Products, Consumer Lenders, Credit History

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Hong Kong Targeted for Enhanced U.S. Export Controls

On June 29, 2020, the U.S. Departments of State and Commerce announced stricter controls on exports to Hong Kong, withdrawing Hong Kong’s preferential treatment as an autonomous territory. The regulatory changes follow Secretary…more

China, Defense Sector, Export Administration Regulations (EAR), Export Controls, Exports

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Teva and Alvotech’s Adalimumab Biosimilar Receives Interchangeable Status at FDA

On February 23rd, 2024, Alvotech and Teva announced FDA’s approval of SIMLANDI (adalimumab-ryvk), the first high-concentration and citrate-free biosimilar interchangeable with Humira. SIMLANDI injection was approved for nine…more

Biosimilars, FDA Approval, Food and Drug Administration (FDA), Interchangeability, Pharmaceutical Industry

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2023 Year in Review: Mortgage Origination and Servicing

Welcome to the Mortgage Origination and Servicing chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - Enforcement efforts are expected to increase in 2024 and will likely…more

Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

See all updates »

Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

See all updates »

Ten Issues to Consider When Acquiring a Food Business

The food industry is generally considered recession-resistant and less susceptible to economic downturns than other sectors, making it an attractive investment for private equity firms seeking stable returns. The increasing…more

Acquisitions, Commercial Leases, Compliance, Contract Terms, Corporate Taxes

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Northern District of California Dismisses Traders’ Suit Against Bitmex Crypto Exchange with Prejudice

Northern District of California Dismisses Traders’ Suit Against Bitmex Crypto Exchange with Prejudice; Delaware Supreme Court Upholds Chancery Court Ruling That Stockholder Appraisal Rights Can Be Waived by Contract; Alternative…more

Appraisal Rights, Article III, Civil Monetary Penalty, Cryptocurrency, DE Supreme Court

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COVID-19 and the Impact on M&A

Although COVID-19 is rightfully viewed primarily as a public health and humanitarian issue, it is worth considering the potential impacts of the virus on M&A activity as this dynamic situation unfolds. We are seeing the issue…more

Acquisitions, Best Practices, Business Continuity Plans, China, Contract Negotiations

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5 Essential Tips for Tailoring Your Diligence Plan to Secure R&W Insurance in Manufacturing Deals

It is no secret that a representations and warranties (R&W) insurer’s underwriting focus is informed by industry-specific risks and claims experience. For manufacturing businesses, aligning the buyer’s diligence plan and the…more

Acquisitions, Contract Terms, Due Diligence, Insurance Industry, Mergers

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Horizon Scan for Private Investment Funds: Key Recent and Expected Funds, Regulatory and Tax Developments to Look Out For - May 2023

Welcome to the second edition of our Horizon Scan, where we focus on some of the principal recent and expected developments and changes that we expect to be of interest to those in the non-listed funds sector. We have grouped…more

AIFM, Alternative Investment Fund Managers Directive (AIFMD), Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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Former Theranos CEO Denied Attorney-Client Privilege Over Communications with Company Attorneys

Former Theranos CEO Denied Attorney-Client Privilege Over Communications with Company Attorneys; District of Massachusetts Allows Putative Securities Class Action to Proceed Against OvaScience Investors; Delaware Chancery Court…more

Attorney-Client Privilege, Board of Directors, Breach of Duty, Client Representation, Coronavirus/COVID-19

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ERISA Litigation Update - October 2022

Key Takeaway: The Sixth Circuit largely affirmed the grant of a motion to dismiss, but reversed the district court’s dismissal of the plaintiffs’ claim that the defendants had failed to select the lowest-cost share class of the…more

401k, Employee Benefits, Employee Retirement Income Security Act (ERISA), ERISA Litigation, Fiduciary Duty

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Ninth Circuit Limits CFAA to Digital "Breaking and Entering," Finds LinkedIn Likely Has No CFAA Claim Against Web Scraper

On remand from the U.S. Supreme Court, the U.S. Court of Appeals for the Ninth Circuit reaffirmed a California district court’s order preliminarily enjoining LinkedIn from denying hiQ Labs, a data analytics company, access to…more

Cease and Desist, Computer Fraud and Abuse Act (CFAA), Contract Claims, Data Collection, Irreparable Harm

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New Costs For Landlords Due To Carbon Dioxide Cost Allocation Act

The Lower House of the German Parliament (Deutscher Bundestag) passed the Act on the Allocation of Carbon Dioxide Costs (Carbon Dioxide Cost Allocation Act - CO2KostAufG on August 24, 2022, printed matter (Bundesdrucksache)…more

Cost Allocation, Emissions Trading System, Germany, Landlords, New Legislation

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The CFPB’s “Junk Fees” Initiative: Recent Developments and Trends

The term “junk fee” is not defined under federal law, but the CFPB has focused on factors such as whether the fee would be unexpected to or take advantage of a reasonable consumer, the amount of the fee compared to the cost of…more

Banking Sector, Banks, Consumer Financial Protection Bureau (CFPB), Credit Cards, Debit Cards

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Luxembourg - Minimum Net Wealth Tax Regime Partially Unconstitutional

On 10 November 2023, the Luxembourg Constitutional Court ruled that the current minimum net wealth tax regime, as applied to Luxembourg resident companies, partially violates the constitutional principle of equal treatment…more

Constitutional Challenges, Constitutional Courts, Luxembourg, Wealth Tax

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2023 Year in Review: Mortgage Origination and Servicing

Welcome to the Mortgage Origination and Servicing chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - Enforcement efforts are expected to increase in 2024 and will likely…more

Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Building Flexible (And Sustainable) Laboratory Spaces For The Future

Flexibility provides the greatest value in laboratory space design for both owners and users of life sciences real estate. Science and technology are evolving at such a rapid pace that it is difficult to predict future needs…more

Clinical Laboratories, Commercial Tenants, Health Care Providers, Healthcare Facilities, Investors

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Amendments to CalOPPA Enter Into Force Imposing New Requirements for Online Privacy Policies

Recent amendments to California’s Online Privacy Protection Act may have implications for all commercial online operators given the geographically limitless scope of the Internet. The amendments, effective Jan. 1, 2014, include…more

CalOPPA, Cybersecurity, Data Protection, Internet, Privacy Policy

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Fund Finance: 2023 Reflections and Looking Ahead to 2024

Goodwin is proud to be a platinum sponsor of the 2024 Global Fund Finance Symposium. As next week’s conference approaches and our clients, colleagues, and friends head toward Miami, the Goodwin Fund Finance team has paused to…more

Asia, Asia Pacific, Banking Crisis, Banks, Capital Markets

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European Life Sciences Deals Trends

In Europe, life sciences deals increased over the last few years with strong acceleration in 2021. As a result, the market wonders whether this is just an uptick or rather a steady trend which will impact our market in the…more

Acquisitions, Capital Raising, Initial Public Offering (IPO), Investors, Life Sciences

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Navigating French Foreign Investments In Light of Heightened Scrutiny As a Result of COVID-19

Last December, after several months of discussions and some twists, the French Minister of Economy (“the MoE”) refused to bless U.S.-listed Teledyne Technologies Inc.’s acquisition of France-based Photonis, which specializes in…more

Coronavirus/COVID-19, Critical Infrastructure Sectors, Foreign Investment, France, Investors

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Blind Pool REIT IPOs: Real Estate Sponsors Are Getting Ready To Jump Back In

Coming out of the Great Recession, there was a rush by real estate sponsors to raise “blind pool” capital to take advantage of displacement and distress in the real estate market. From 2009 through 2010, 30 new public real…more

Capital Raising, Commercial Property Owners, Disclosure Requirements, Financial Distress, Initial Public Offering (IPO)

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New UK Corporate Governance Reporting Requirements

The UK has introduced an enhanced corporate governance and reporting framework which imposes on public and private companies new reporting requirements on directors’ duties, engagement with stakeholders, and corporate governance…more

Corporate Governance, Private Equity, Reporting Requirements, UK

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Structuring Hybrid Hospitality Projects for Success

As investor appetite for hybrid hospitality projects continues to grow, it is important to identify and implement an operating model that ensures the commercial goals of the project owner can be achieved. There is no…more

Commercial Leases, Corporate Branding, Hospitality Industry, Hotel Management Agreements, Hotels

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Delaware Court of Chancery Invalidates Governance Rights in Stockholder Agreement

On February 23, 2024, the Delaware Court of Chancery issued a decision in a class action lawsuit (West Palm Beach Firefighters’ Pension v. Moelis & Co.) that concluded most of the control provisions in a stockholder agreement in…more

Blocking Power, Board of Directors, Class Action, Contract Terms, Corporate Charters

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Financial Services Weekly News: SEC Amends FINRA IPO Allocations Rules

In This Issue. The Securities and Exchange Commission (SEC) approved amendments to the Financial Industry Regulatory Authority’s (FINRA) initial public offering (IPO) allocations rules, expanding the exemptions and exclusions in…more

FDIC, Financial Industry Regulatory Authority (FINRA), Investment Adviser, Proxy Voting Guidelines, RESPA

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OCC Solicits Research on Implications of Financial Technology for Banking

Regulatory Developments - OCC Solicits Research on Implications of Financial Technology for Banking - On July 25, the OCC is seeking academic and policy-focused research on the impact that fintech and non-bank entities…more

Accounting Standards, Banking Sector, CFTC, Climate Change, Consumer Financial Protection Bureau (CFPB)

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Supreme Court Rejects Securities Lawsuit Based On “Pure Omission” From SEC Filings

In a narrow but potentially significant decision, the Supreme Court has held that securities-fraud plaintiffs cannot recover based on a “pure omission” from a company’s public statements under the most common legal basis for…more

Disclosure Requirements, Failure To Disclose, Macquarie Infrastructure Corp v Moab Partners LP, Omissions, Rule 10(b)

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Court Dismisses Post-SPAC Class Action for Lack of Standing

On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds…more

Board of Directors, Class Action, Conflicts of Interest, Corporate Officers, Cryptocurrency

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In re Cellect: Federal Circuit Opens New Path for Double Patenting Challenges

On August 28, 2023, the U.S. Court of Appeals for the Federal Circuit issued a precedential decision in In re Cellect (No. 22-1293) that answered a longstanding question regarding the relationship between Obvious-Type Double…more

Legislative History, Obviousness, Obviousness-Type Double Patenting (ODP), Patent Term Adjustment, Patents

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2023 Year in Review: Mortgage Origination and Servicing

Welcome to the Mortgage Origination and Servicing chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - Enforcement efforts are expected to increase in 2024 and will likely…more

Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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ERISA Litigation Update - October 2022

Key Takeaway: The Sixth Circuit largely affirmed the grant of a motion to dismiss, but reversed the district court’s dismissal of the plaintiffs’ claim that the defendants had failed to select the lowest-cost share class of the…more

401k, Employee Benefits, Employee Retirement Income Security Act (ERISA), ERISA Litigation, Fiduciary Duty

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What’s in a Name? Why Your “Dual Class” IPO Should Be a “Dual Series” IPO Instead

We recently represented Klaviyo, Inc. (NYSE: KVYO), in its $576 million initial public offering on the New York Stock Exchange. As has been extensively reported in the media, Klaviyo’s very successful offering represented the…more

Articles of Incorporation, Common Stock, Corporate Governance, Delaware General Corporation Law, Form S-1

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Complicit Defendants Lose, Sovereign Agency Wins in Eternal Madoff Litigation

Two recent decisions in the Madoff bankruptcy cases illustrate that the legacy of Bernie Madoff will long survive the man himself. Bernie Madoff died on April 14, 2021, while incarcerated in the Federal Medical Center in…more

Avoidance, Bankruptcy Code, Bernie Madoff, Capital Markets, Clawbacks

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Delaware Court Invalidates Release and Indemnification Obligations Against a Selling Stockholder in a Merger Transaction

The Delaware Chancery Court recently invalidated a buyer’s attempt to obtain a release and indemnification obligations from selling stockholders of a Delaware corporation that was acquired in a merger. The ruling will require…more

CIGNA, Clawbacks, Delaware General Corporation Law, Indemnification, Merger Agreements

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New York City Issues Guidance on Required Salary Disclosures in Job Postings

New York City employers be aware: A new “NYC Salary Disclosure Law” will soon require employers to include a good faith salary range for every job, promotion, or transfer opportunity advertised. While the NYC Salary Disclosure…more

Covered Employer, Disclosure Requirements, Employer Liability Issues, Job Applicants, Job Promotions

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Brexit & Trademarks: Important Considerations For Maintaining UK Trademark Rights Post-Brexit

With the United Kingdom’s withdrawal from the European Union, companies must reconsider the implications of doing business in the UK and the EU, including how Brexit affects the company’s intellectual property rights. Included…more

EU, European Union Trade Mark (EUTM), Intellectual Property Protection, Trademark Application, Trademark Registration

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Get Your Board On Board with Limiting SPAC-Related Litigation Risk

Although Special Purpose Acquisition Companies (SPACs) have been around for decades, only recently have they experienced an incredible surge in popularity and, inevitably, attention from regulators and plaintiffs’ law firms. As…more

Board Meetings, Board of Directors, Corporate Governance, D&O Insurance, Disclosure Requirements

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U.S. Paycheck Protection Program Loan Recipients: Risks of Qui Tam Actions under the False Claims Act

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) established the Paycheck Protection Program (PPP), making available nearly $350 billion in loan funding to small businesses impacted by…more

CARES Act, Coronavirus/COVID-19, False Claims Act (FCA), False Statements, Federal Funding

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Antitrust & Competition Technology Quarterly Update - Q1 2023

The start of 2023 has been a busy one, with global antitrust agencies advancing investigations and challenging a number of technology acquisitions. Future antitrust enforcement could also be shaped by new digital market…more

Acquisitions, Adobe, Antitrust Division, Broadcom, Competition

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Court Denies Dapper Labs’ Motion to Dismiss, Finding That NFTs May Be Securities

On February 22, 2023, U.S. District Judge Victor Marrero of the Southern District of New York denied a motion to dismiss a putative class action brought by purchasers of a non-fungible token (NFT) against Dapper Labs, Inc…more

10b5-1 Plans, Antitrust Litigation, Bitcoin, Caremark claim, Criminal Prosecution

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“Good Faith” in Shareholders’ Agreements: What Does it Mean?

Shareholder agreements often include an obligation that the shareholders must act with “good faith” in their dealings with one another and with the company. However, what does that actually mean? In this insight, we consider the…more

Board of Directors, Breach of Contract, Contract Drafting, Contract Terms, Corporate Officers

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Rushing to Chaos: The U.S. Department of Labor’s Well-Intentioned, Yet Unworkable Proposal to Redefine Fiduciary Investment Advice

In November 2023, the U.S. Department of Labor (DOL) released a new proposed regulation changing the definition of fiduciary “investment advice” under Title I of ERISA and Section 4975 of the Code…more

Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA), Fiduciary Duty, Investment Adviser

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Highlights From The Final Carried Interest Regulations

On January 7, 2021, the U.S. Treasury Department and the Internal Revenue Service released final regulations under Section 1061 of the Internal Revenue Code of 1986, as amended (“the Code”). The Final Regulations address the…more

Capital Gains, Capital Gains Tax, Carried Interest, Carried Interest Tax Rates, Holding Periods

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

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Alabama IVF Clinics: Potential Implications of the LePage Case

On February 16, 2024, the Alabama Supreme Court issued a significant and controversial ruling that gave personhood status to unimplanted human embryos—a decision with considerable implications for in vitro fertilization (“IVF”)…more

AL Supreme Court, Fertility Treatments, Human Embryos, Popular, Reproductive Healthcare Issues

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Blind Pool REIT IPOs: Real Estate Sponsors Are Getting Ready To Jump Back In

Coming out of the Great Recession, there was a rush by real estate sponsors to raise “blind pool” capital to take advantage of displacement and distress in the real estate market. From 2009 through 2010, 30 new public real…more

Capital Raising, Commercial Property Owners, Disclosure Requirements, Financial Distress, Initial Public Offering (IPO)

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Developments in Reverse Merger Transactions: “Shell Company” Definition and New Constraints on Resales of Securities Acquired in Rule 145 Transactions

The Staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) has recently begun issuing comment letters in the life sciences reverse merger (RM) context that involve a broadened interpretation…more

Capital Formation, Compliance, Form 8-K, Form S-1, Life Sciences

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Germany Introduces New Rules on Crypto Funds

Germany has introduced a new regulation on crypto fund units (Verordnung über Kryptofondsanteile - KryptoFAV), that allows fund managers to issue fund units on an electronic instead of a physical basis. The new rules come less…more

Cryptoassets, Germany, Institutional Investors, Investment Funds, Market Participants

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Fund Finance: 2023 Reflections and Looking Ahead to 2024

Goodwin is proud to be a platinum sponsor of the 2024 Global Fund Finance Symposium. As next week’s conference approaches and our clients, colleagues, and friends head toward Miami, the Goodwin Fund Finance team has paused to…more

Asia, Asia Pacific, Banking Crisis, Banks, Capital Markets

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Review Of Joint Ventures In Life Sciences Real Estate Deals

Over the last few years, the convergence of life sciences companies and traditional real property developers has led to the emergence of an alternative real estate asset class known increasingly as “propsci.” While this is not…more

Asset Management, Capital Investments, Change of Control, Exclusivity, Exit Strategies

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Financial Services Weekly News - February 2019 #2

Editor's Note - A Big Deal. On February 7, BB&T and SunTrust announced a “merger of equals” in an all-stock transaction valued at $66 billion. The transaction is the largest U.S. bank merger in over a decade and will create…more

ATDS, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Money Transmission Act

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Bitcoin’s Role in the War on Cash

Lawmakers and central banks are in the midst of a movement to gradually diminish and ultimately eliminate the use of cash by their citizens. This global trend comes in all different flavors as over the past year and a half, some…more

Bitcoin, China, Digital Currency, Netherlands, Popular

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Additional Disclosure Required: CMS Implements Substantial Changes to Reporting Skilled Nursing Facility Ownership Information

On November 15, 2023, the Centers for Medicare & Medicaid Services (CMS) issued a Final Rule that will require skilled nursing facilities (SNFs) to disclose an expanded array of ownership, managerial, and control information…more

Affordable Care Act, Anti-Kickback Statute, Centers for Medicare & Medicaid Services (CMS), Change of Ownership, Data Collection

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White House Unveils Landmark Executive Order on Safe, Secure, and Trustworthy Artificial Intelligence

On October 30, 2023, President Biden issued an Executive Order (EO) on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence. The EO establishes sweeping directives and priorities for federal agencies…more

Artificial Intelligence, Biden Administration, Civil Rights Act, Cybersecurity, Department of Health and Human Services (HHS)

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EU Standard Contractual Clauses Need Replacing by December 27, 2022

On June 4, 2021, the European Commission (the “EC”) abolished the old Standard Contractual Clauses (the “Old SCCs”) and published a new more flexible set of clauses (the “New SCCs”) for companies that wish to export personal…more

Contract Terms, EU, General Data Protection Regulation (GDPR), International Data Transfers, Personal Data

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ERISA Litigation Update - October 2022

Key Takeaway: The Sixth Circuit largely affirmed the grant of a motion to dismiss, but reversed the district court’s dismissal of the plaintiffs’ claim that the defendants had failed to select the lowest-cost share class of the…more

401k, Employee Benefits, Employee Retirement Income Security Act (ERISA), ERISA Litigation, Fiduciary Duty

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Turbulent Banking Sector Renews Interest in Cash Management and Investment Policies

Silicon Valley Bank was a leading bank for the tech and life science sectors and for many of the venture capitalists who invest in those sectors. The bank’s abrupt disclosure on Wednesday, March 8, of significant losses on…more

Asset Management, Banking Sector, Banks, Deposit Accounts, Deposit Insurance

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Supreme Court Partially Blocks New York’s Eviction Moratorium; Block of Federal Eviction Moratorium Likely to Follow

Eviction moratoria at both the state and federal levels are appearing increasingly vulnerable. On August 12, the U.S. Supreme Court partially enjoined New York’s eviction moratorium, concluding that the state’s…more

Centers for Disease Control and Prevention (CDC), Coronavirus/COVID-19, Due Process, Eviction, Landlords

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The European Commission Proposes First Major Overhaul of the EU Medicines Regulatory Framework in 20 Years: Orphan Medicines

We recently published an alert in relation to the European Commission’s legislative proposals to replace the current EU regulatory framework for all medicines (including those for rare diseases and for children). One of the…more

EU, European Commission, European Medicines Agency (EMA), Orphan Drugs, Pharmaceutical Industry

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Blind Pool REIT IPOs: Real Estate Sponsors Are Getting Ready To Jump Back In

Coming out of the Great Recession, there was a rush by real estate sponsors to raise “blind pool” capital to take advantage of displacement and distress in the real estate market. From 2009 through 2010, 30 new public real…more

Capital Raising, Commercial Property Owners, Disclosure Requirements, Financial Distress, Initial Public Offering (IPO)

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Luxembourg - Minimum Net Wealth Tax Regime Partially Unconstitutional

On 10 November 2023, the Luxembourg Constitutional Court ruled that the current minimum net wealth tax regime, as applied to Luxembourg resident companies, partially violates the constitutional principle of equal treatment…more

Constitutional Challenges, Constitutional Courts, Luxembourg, Wealth Tax

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US Artificial Intelligence Regulations: Watch List for 2023

Companies are developing, deploying, and interacting with artificial intelligence (AI) technologies more than ever. At Goodwin, we are keeping a close eye on any regulations that may affect companies operating in this…more

Artificial Intelligence, EU, Federal Trade Commission (FTC), Food and Drug Administration (FDA), Legislative Agendas

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SEC Stays Busy With Amendments And Extensions To Various Rules, Definitions And Disclosures

In the News. The Securities and Exchange Commission (SEC) adopted final rules to update and expand the statistical disclosures that bank and savings and loan registrants must provide to investors for the first time in 30 years,…more

Accredited Investors, Amended Rules, Anti-Money Laundering, Banking Sector, Banks

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New Short-Term Rental Regulation in Boston

On June 13, 2018, the City of Boston adopted a new City Ordinance to regulate so-called short-term rental housing units which commonly use certain internet home-sharing platforms such as AirBnB or HomeAway. Prior to the…more

AirBnB, Homeaway, Local Ordinance, Rental Property, Short-Term Lease

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A New Bankruptcy Lifeline for Startup, Early Stage and Emerging Growth Companies?

Top 10 Questions About Subchapter V Reorganization - Reorganization under Chapter 11 of the Bankruptcy Code offers powers and benefits that are simply not available in out-of-court restructurings. Chapter 11 restructurings,…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Coronavirus/COVID-19, Creditors

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Germany Set To Legalize Adult-Use Cannabis

On February 23, 2024, the German Bundestag passed the Cannabisgesetz, or Cannabis Control Bill, making it the third member of the EU to legalize adult-use cannabis. Once in effect, this law will legalize adult-use cannabis for…more

Cannabis Products, Decriminalization of Marijuana, Germany, Marijuana, Medical Marijuana

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Mitigation of Cybersecurity Risks in Medical Device Software: FDA Discussion & Insights for OEMs, Remanufacturers, and Servicers

I. OVERVIEW - The U.S. Food & Drug Administration (“FDA”) has increased its focus on mitigating cybersecurity risks in medical device software. On June 24, 2021, the FDA issued two documents that are important not only for…more

Comment Period, Cyber Attacks, Cybersecurity, Draft Guidance, Food and Drug Administration (FDA)

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FINRA Kicks Off the Holiday Season With a Proposal to Permit the Use of Some Projections and Targeted Returns

FINRA has offered a gift to member firms and fund managers just in time for the holiday season — but like a new puppy, the gift comes with a lot of responsibility. FINRA filed a proposed rule change to amend FINRA Rule 2210…more

Broker-Dealer, Disclosure Requirements, Financial Industry Regulatory Authority (FINRA), Institutional Investors, Investors

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Delaware Court of Chancery Invalidates Governance Rights in Stockholder Agreement

On February 23, 2024, the Delaware Court of Chancery issued a decision in a class action lawsuit (West Palm Beach Firefighters’ Pension v. Moelis & Co.) that concluded most of the control provisions in a stockholder agreement in…more

Blocking Power, Board of Directors, Class Action, Contract Terms, Corporate Charters

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Series 1 - The World’s First AI Regulation Is Here

Yesterday, March 13, 2024, the European Parliament approved the EU Artificial Intelligence Act (“AI Act”), a sweeping AI governance framework which presents the first comprehensive law in the world aimed at ensuring AI systems…more

Artificial Intelligence, Compliance, Compliance Dates, Digital Services, EU

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Federal Circuit Rules in Oracle v. Google

On March 27, 2018, the Federal Circuit ruled in Oracle v. Google that Google’s use of certain of Oracle’s Java application programming interface (API) code in the Android operating system was not “fair use” and sent the case…more

Copyright, Copyright Infringement, Fair Use, Google, Java

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Financial Institution Diversity Voluntary Self-Assessments: Due September 30

Financial Institution Diversity Voluntary Self-Assessments: Due September 30 - On July 13, the FDIC issued a financial institution letter announcing that FDIC-supervised financial institutions are encouraged to voluntarily…more

Broker-Dealer, Consumer Financial Protection Bureau (CFPB), Crypto Exchanges, Customer Protection Rule, Decentralized Finance (DeFi)

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Marketing Crypto Assets to EU Investors Under MICA: ESMA’s First Take on Reverse Solicitation

In our previous alert, we noted the statement of the European Securities and Markets Authority (ESMA) encouraging market participants and national competent authorities in EU member states to prepare for implementation of the…more

Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets, EU

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Biometric Data Collection: A Significant Risk for the Real Estate Industry

Biometric building access controls (i.e., “smart access” technologies) have become increasingly popular among residential and commercial property managers for the enhanced security benefits that these solutions provide. The…more

Biometric Information, Biometric Information Privacy Act, Class Action, Commercial Leases, Commercial Property Owners

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New Jersey Supreme Court Adopts the Substantial-Interest Test for Statute of Limitations Choice of Law

On January 24, the New Jersey Supreme Court adopted the substantial-interest test to determine choice-of-law questions in the application of statutes of limitations. New Jersey’s statute of limitations applies if (1) New Jersey…more

Choice-of-Law, Hoffman LaRoche, NJ Supreme Court, Pharmaceutical Industry, Prescription Drugs

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California Insurance Reform Creates Opportunity

As wildfires continue to grow in frequency and scale across California, and as the state’s homeowner’s insurance crisis continues to worsen, the California Department of Insurance (DOI) has issued a proposed regulation that, for…more

California, Consumer Insurance Products, Department of Insurance, Homeowner's Insurance, Insurance Reform

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Recent California Court of Appeal Decision Invalidates Jury Trial Waiver Made Under New York Law

A recent California Court of Appeal decision may have a major impact on the enforceability of jury trial waivers in loan agreements and other documents governed by New York law. In Rincon EV Realty LLC v. CP III Rincon Towers,…more

Borrowers, Jury Trial, Jury Waivers, Loan Agreements, Loans

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SEC Issues No-Action Relief On Registered Funds’ Custody Of Loan Interests

In this Issue. The U.S. Securities and Exchange Commission (SEC) was very active this week, having (i) issued no-action relief allowing registered funds to engage in self-custody of interests in loans that are originated,…more

Banking Sector, Biden Administration, Capital Raising, CARD Act, Community Reinvestment Act

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The CFTC’s DeFi Trifecta: Lessons and Implications for DeFi Participants Inside and Outside the US

On September 7, 2023, the Commodity Futures Trading Commission (CFTC) announced the settlement of three separate enforcement actions in the decentralized finance (DeFi) space: namely, concerning the Opyn protocol and its Squeeth…more

Blockchain, CFTC, Commodities, Commodity Exchange Act (CEA), Decentralized Finance (DeFi)

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Judge Dismisses Pfizer’s Lawsuit Over HHS Limits on Drug Copay Assistance

In a previous post published on the Washington Legal Foundation’s Legal Pulse blog, Goodwin Partners Matt Wetzel and William Jackson discussed the potential implications of a high-profile recent lawsuit lodged by Pfizer against…more

Advisory Opinions, Anti-Kickback Statute, Beneficiary Inducement, Co-payments, Corporate Integrity Agreement

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Cash Management in Hotel Financing

The financing of hotels and resorts requires balancing the borrower’s need for flexibility to successfully operate the hotel against the lender’s desire to prevent cash leakage should conditions related to the borrower’s payment…more

Commercial Loans, Contract Terms, Financing, Franchise Agreements, Hilton

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Deadline Approaching for Reporting 2023 ISO Exercises and ESPP Transfers

Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options (ISOs)…more

Employee Benefits, ESOP, Filing Deadlines, Incentive Compensation, Incentive Stock Options

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ITC 337 Quarterly Insider Q2 2020

Goodwin’s 337 Quarterly Insider remains the premiere publicly available source for keeping up to date on all meaningful decisions coming out of the Commission. Please find below Goodwin’s insights on the months of April, May,…more

Administrative Law Judge (ALJ), Cease and Desist Orders, Claim Construction, Claim Limitations, Confidentiality Agreements

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Far Beyond Real Estate: The Real Impact of Florida’s SB 264

On May 8, 2023, Florida Gov. Ron DeSantis signed into law Senate Bill 264: Interests of Foreign Countries (SB 264), effective July 1, 2023. The law may affect not only traditional real property owners and investors but also…more

Acquisitions, American Civil Liberties Union (ACLU), Business Ownership, Commercial Real Estate Market, Constitutional Challenges

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Supreme Court Delivers Key Defense Victory by Limiting Section 11 Claims in Direct Listings - and Again Calling for a Rigid Application of the Tracing Requirement

On June 1, 2023, the United States Supreme Court issued a unanimous opinion that makes it more difficult for shareholders to bring Section 11 claims against companies that go public via direct listings. The case involved a class…more

Bylaws, Civil Monetary Penalty, Corporate Governance, Derivative Suit, Direct Listing

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Amplifying Operational Real Estate with Proptech

Real estate investors are increasingly turning to operational real estate (ORE) to capture higher margins, particularly as margins shrink on traditional real estate investments. But ORE offers higher returns in part because it…more

Asset Class, Business Operations, Data Collection, Energy Efficiency, Institutional Investors

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CFPB Rescinds Short-Lived Guidance on Dodd-Frank’s Abusiveness Standard

On March 11, 2021, the Consumer Financial Protection Bureau (CFPB) announced that it is rescinding its January 2020 policy statement (the 2020 Policy) providing guidance into its enforcement of the “abusiveness” standard under…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Dodd-Frank, Financial Abuse, Financial Services Industry

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Navigating The New Normal: Disruption And Reinvention: The Pivot to Local Supply Chains

It seems like there is a new article every day about how the COVID-19 pandemic has impacted the supply chain, particularly as economies reopen and we move into the next phase of the “new normal.” The disruptions in the supply…more

Biopharmaceutical, Business Disruption, Business Operations, Coronavirus/COVID-19, Distribution Centers

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CFPB Advisory Opinion Details RESPA Implications for Mortgage Comparison Websites

On February 7, the Consumer Financial Protection Bureau (CFPB) issued an Advisory Opinion detailing potential RESPA implications for companies that operate online mortgage and settlement service comparison platforms, as well as…more

Advisory Opinions, Consumer Financial Protection Bureau (CFPB), HUD, Mortgages, Online Platforms

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U.S. Paycheck Protection Program and Health Care Enhancement Act Adds $100 Billion to the Public Health and Social Services Emergency Fund

On April 24, 2020, President Trump signed the U.S. Paycheck Protection Program and Health Care Enhancement Act (PPP Enhancement Act), approving an additional $100 billion for the Public Health and Social Services Emergency Fund…more

CARES Act, Coronavirus/COVID-19, Financial Stimulus, Health Care Providers, Paycheck Protection Program and Health Care Enhancement Act

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USPTO’s New Guidance on AI-Assisted Inventions: The Impact on the Use of AI in the Life Sciences

On February 12, 2024, the US Patent Office and Trademark Office (USPTO) released the Inventorship Guidance for AI-assisted Inventions (the Guidance)…more

Artificial Intelligence, Inventions, Inventors, Life Sciences, New Guidance

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Genentech and Dr. Reddy’s Settle BPCIA Rituximab Litigation

Genentech, Hoffmann-La Roche, and Biogen have settled their BPCIA litigation against Dr. Reddy’s Laboratories (“DRL”) and Fresenius Kabi..…more

Biosimilars, BPCIA, Patent Litigation, Patents, Pharmaceutical Industry

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2023 Year in Review: Debt Collection and Debt Settlement

Welcome to the Debt Collection and Debt Settlement chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - Enforcement actions related to debt collection and debt settlement…more

Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Credit Cards, Credit Repair Services, Debt Collection

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Antitrust & Competition Life Sciences Year in Review 2023

Despite increasingly aggressive rhetoric from the agencies, 2022 was largely characterized as “business as usual” in the antitrust world. In contrast, 2023 featured a significant step up in enforcement activity, including…more

Acquisitions, Amgen, Anti-Competitive, Antitrust Provisions, Bristol-Myers Squibb

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Collaboration, License and other Commercial Agreements: Key Considerations for Life Sciences Companies in the Age of COVID-19

The COVID-19 pandemic is continuing to cause major global disruption to the activities of development stage and other life sciences companies due to, among other factors, limited or no access to clinical trial sites, reduced…more

Arbitration, Commercial Contracts, Commercially Reasonable Efforts, Coronavirus/COVID-19, Force Majeure Clause

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Investors Should Seize the Renewables Opportunity in Real Estate

Investors that pursue operational real estate strategies focused on renewables can capture higher margins while contributing to the global shift away from fossil fuels. Real estate, which accounts for about 39% of global…more

Climate Change, Compliance, Environmental Social & Governance (ESG), Landlords, Operational Permits

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Pension Schemes Act 2021: The Impact of New Criminal Liability on Restructuring and Corporate Transactions

THE PENSION SCHEMES ACT 2021 - The Pension Schemes Bill 2019-20 (“the Bill”) was first published on 16 October 2019. Following the dissolution of the 2017-2019 Parliament at the end of the 2019 session, the Bill was…more

Criminal Liability, Defined Benefit Plans, Employee Benefits, Insolvency, Pension Schemes

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TC Heartland LLC v. Kraft Foods Group Brands LLC: Supreme Court Tightens Venue Rules for Patent Cases

In a unanimous 8-0 decision, the Supreme Court ruled on May 22, 2017, in TC Heartland LLC v. Kraft Foods Group Brands LLC that for purposes of venue in patent-infringement litigation, a U.S. corporation “resides” only in the…more

Patent Infringement, Patent Litigation, Patents, Personal Jurisdiction, Principal Place of Business

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Fund Finance: 2023 Reflections and Looking Ahead to 2024

Goodwin is proud to be a platinum sponsor of the 2024 Global Fund Finance Symposium. As next week’s conference approaches and our clients, colleagues, and friends head toward Miami, the Goodwin Fund Finance team has paused to…more

Asia, Asia Pacific, Banking Crisis, Banks, Capital Markets

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Delaware ABCs (Assignments for the Benefit of Creditors): No Longer as Easy as 1-2-3

Companies forced to wind down operations and liquidate their assets often choose a liquidation process known as an ABC (Assignment for the Benefit of Creditors). An ABC is usually more streamlined, requires fewer public…more

Assignments, Contract Terms, Creditors, Debt, Disclosure Requirements

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U.S. Internal Revenue Service Issues Temporary Filing Extension for Section 83(b) Elections

In response to the COVID-19 pandemic, the U.S. Internal Revenue Service (“IRS”) issued Notice 2020-23, 2020-18 IRB 732 (April 27, 2020) (the “Notice”) providing a temporary extension, until July 15, 2020, for Internal Revenue…more

Filing Deadlines, Filing Requirements, Income Taxes, IRC Section 83(b), IRS

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Delaware Supreme Court Holds That Boards Must Satisfy the MFW Framework in Controller Transactions to Obtain Business Judgment Deference

In 2014, the Delaware Supreme Court held in Kahn v. M&F Worldwide Corp. (“MFW”) that a court will apply the entire fairness standard of review to freeze-out merger transactions between a controlled corporation and its…more

Business Judgment Rule, Compensation & Benefits, Corporate Governance, DE Supreme Court, Entire Fairness Standard

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DHS Ends Temporary Suspension of Form I-9 Physical Examination Requirements and Announces Alternative Verification Procedure and Revised Form I-9

On July 21, 2023, the U.S. Department of Homeland Security (“DHS”) announced multiple changes to the Form I-9 process. The changes narrow the circumstances in which employers may review I-9 documentation remotely…more

Department of Homeland Security (DHS), E-Verify, Employment Eligibility Verification, Final Rules, Form I-9

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The Growth of Operational Real Estate: An Overview

The growth of the operational real estate (ORE) sector is one of the most significant recent trends in global real estate markets. ORE is relevant to a wide range of real estate asset classes and subsectors, and an increasing…more

Commercial Leases, Commercial Real Estate Market, Real Estate Investments, Real Estate Market

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Government Continues to Explore Role of 340B Contract Pharmacies

The 340B Drug Pricing Program (the “Program”) allows certain healthcare providers (“covered entities”) to purchase pharmaceuticals from drug manufacturers at discounted rates. Some covered entities do not have an internal…more

Children's Health Insurance Program (CHIP), Covered Entities, Department of Health and Human Services (HHS), Drug Pricing, Health Care Providers

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Employee Benefits Post-Dobbs: Considerations for Year-End Planning

Much has been written about the Supreme Court’s decision in Dobbs v. Jackson to overturn the constitutional right to abortion. For employers in particular, the Dobbs decision raised a number of questions about employee benefit…more

Abortion, Affordable Care Act, Dobbs v. Jackson Women’s Health Organization, Employee Benefits, Employee Retirement Income Security Act (ERISA)

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CFPB Issues New Supervisory Highlights Report

​​​​​​​On July 26, 2023, the Consumer Financial Protection Bureau (CFPB) released a Supervisory Highlights report covering findings from its examinations completed between July 2022 and March 2023 (the Report), which found,…more

Automotive Loans, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Debt Collection

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CYLTEZO® to Launch on July 1 as the First Interchangeable HUMIRA® Biosimilar

Beginning tomorrow, July 1, 2023, CYLTEZO® (adalimumab-adbm) will become the first HUMIRA® (adalimumab) biosimilar with interchangeable status to be commercially available in the United States…more

Biosimilars, Boehringer, Pharmaceutical Industry

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Observations from Examinations of U.S. Investment Advisers Managing Private Funds

On June 23, 2020, the Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission (SEC) issued a Risk Alert titled “Observations from Examinations of Investment Advisers Managing…more

Conflicts of Interest, Enforcement Actions, Fees, Hedge Funds, Investment Management

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New York City Issues Guidance on Required Salary Disclosures in Job Postings

New York City employers be aware: A new “NYC Salary Disclosure Law” will soon require employers to include a good faith salary range for every job, promotion, or transfer opportunity advertised. While the NYC Salary Disclosure…more

Covered Employer, Disclosure Requirements, Employer Liability Issues, Job Applicants, Job Promotions

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Survival Guide to Structuring Life Sciences Partnering and M+A Agreements

The life sciences space is ever-growing and dynamic as the industry witnesses more companies and, therefore, more collaboration, licensing and M&A agreements, come into the spotlight. While these deals are exciting opportunities…more

Acquisition Agreements, Acquisitions, Arbitration, Commercially Reasonable Efforts, Contract Drafting

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The Federal Deposit Insurance Corporation (FDIC) Issued Guidance Regarding FDIC Insurance and Crypto Assets

On July 29, the FDIC issued a Fact Sheet and Advisory (collectively, the Published Documents) regarding FDIC deposit insurance and crypto assets. The Published Documents emphasize that FDIC deposit insurance does not apply…more

Banking Sector, Broker-Dealer, Business Development Companies, Cryptoassets, Department of Labor (DOL)

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Celltrion and Genuv Partner to Develop Novel Therapeutic Antibodies

​​​​​​​Celltrion and Genuv Inc., a Seoul-based a clinical-stage biotechnology company focused on drug discovery, entered a partnership last week to develop novel therapeutic antibodies using Genuv’s SHINE MOUSE platform. Under…more

Celltrion, Partnerships, Pharmaceutical Industry, Research and Development

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Fund Finance: 2023 Reflections and Looking Ahead to 2024

Goodwin is proud to be a platinum sponsor of the 2024 Global Fund Finance Symposium. As next week’s conference approaches and our clients, colleagues, and friends head toward Miami, the Goodwin Fund Finance team has paused to…more

Asia, Asia Pacific, Banking Crisis, Banks, Capital Markets

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Insurtech Innovation in the Metaverse

The metaverse will offer new forms of immersive entertainment, modes of social interaction, and opportunities for collaboration. It is also expected to generate tremendous economic value…more

Digital Assets, FinTech, Innovation, Innovative Technology, Insurance Industry

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The 15-Minute Founder's Guide: Series A Financing Documents

Heading into a startup equity financing, especially the company’s first, every founder or member of the management team owes it to their stakeholders, their company and themselves to have at least a working knowledge of the…more

Capital Raising, Contract Terms, Corporate Financing, Early Stage Companies, Entrepreneurs

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Capturing the Operational Upside in Real Estate Investing

As noted in a previous article, real estate investors are increasingly turning to operational assets because they can generate higher returns compared to traditional real estate investments. But investing in operational real…more

Business Operations, Commercial Real Estate Contracts, Real Estate Investments

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Internal Revenue Service Clarifies Tax Treatment of Crypto in Certain Instances

On October 9th, the IRS released a revenue procedure ruling and related FAQ, clarifying tax treatment related to cryptocurrency in certain instances. The ruling focused on tax treatment of hard forks and airdrops, and provided…more

Blockchain, Capital Gains, Cryptocurrency, IRS, Popular

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ELTIF 2.0 RTS: Commission Orders ESMA to Think Again

In our previous alert, we looked at the draft revised Regulatory Technical Standards (RTS) supplementing the amended ELTIF Regulation (ELTIF 2.0) published by the European Securities and Markets Authority (ESMA) in its December…more

Capital Markets, Capital Markets Union, ELTIF, EU, European Commission

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SEC Sues Binance and Coinbase: What Are the Allegations and What Is Next?

In the span of two days, June 5 and June 6, 2023, the US Securities and Exchange Commission (SEC) commenced proceedings against the largest crypto asset exchange in the world, Binance.com; its affiliated US exchange, Binance.US;…more

Coinbase, Criminal Prosecution, Crypto Exchanges, Cryptoassets, Investment Contract

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Structuring for Success: Growth Equity Investors Adapt to Adjusting Valuations and a Tougher Economic Environment

There has been no shortage of LP allocations to the growth equity asset class over the last decade. The attractiveness of growth equity’s risk-return profile - occupying the space between VC and PE buyouts - and its exposure to…more

Dividends, Investors, Liquidation, Private Equity, Share Classes

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The EU Retail Investment Strategy and Private Fund Managers

The European Commission published its Retail Investment Package (the Package) in May 2023. The Package aims to streamline and modernise investor protection rules in EU laws, including the Alternative Investment Fund Managers…more

Alternative Investment Fund Managers Directive (AIFMD), ELTIF, EU, European Securities and Markets Authority (ESMA), MiFID

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Will AI Replace Your Lawyer? What AI Means for the Legal Profession

GPT-4, the “engine” behind ChatGPT, just passed—well, really, aced— the Uniform Bar Exam. It scored in the 90th percentile (i.e., it did better than 90% of test takers), and, while the threshold to pass the bar varies based on…more

Analytics, Artificial Intelligence, Contract Management, Corporate Law Departments, Innovative Technology

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Fund Finance: 2023 Reflections and Looking Ahead to 2024

Goodwin is proud to be a platinum sponsor of the 2024 Global Fund Finance Symposium. As next week’s conference approaches and our clients, colleagues, and friends head toward Miami, the Goodwin Fund Finance team has paused to…more

Asia, Asia Pacific, Banking Crisis, Banks, Capital Markets

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Delaware Supreme Court Holds Appraisal Action Is Not “Securities Claim” Covered By D+O Insurance Policy

Delaware Supreme Court Holds Appraisal Action is Not “Securities Claim” Covered by D&O Insurance Policy; Delaware Supreme Court Affirms Dismissal of Derivative Claims Against Life Sciences Company For Failure to Plead Demand…more

Appraisal, Covered Claims, Cryptocurrency, D&O Insurance, DE Supreme Court

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Who Owns Digital Assets When a Cryptocurrency Platform Files Bankruptcy? The Terms of Use Answer the Question

In a decision of first impression regarding whether certain digital assets are property of a bankrupt debtor’s estate (attached here), Chief Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Cryptoassets, Cryptocurrency

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Findings from the Final Evaluation Report on the Operation of the Permanent Measures in the UK Corporate Insolvency and Government Act

On 19 December 2022, the UK Insolvency Service published the “Corporate Insolvency and Governance Act — Final Evaluation Report November 2022,” which considers the operation of the permanent measures within the Corporate…more

Corporate Governance, Corporate Insolvency and Governance (CIG) Act 2020, Debt Restructuring, Information Reports, Insolvency

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SEC’s Crenshaw Proclaims “Enforcement for Everyone”

On March 9, 2021, SEC Commissioner Caroline Crenshaw indicated that the SEC should take a tougher stance regarding corporate wrongdoers. In a virtual conference before the Council of Institutional Investors, Crenshaw conveyed…more

Enforcement Actions, Penalties, SEC Commissioner, Securities and Exchange Commission (SEC), Securities Violations

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Fund Finance: 2023 Reflections and Looking Ahead to 2024

Goodwin is proud to be a platinum sponsor of the 2024 Global Fund Finance Symposium. As next week’s conference approaches and our clients, colleagues, and friends head toward Miami, the Goodwin Fund Finance team has paused to…more

Asia, Asia Pacific, Banking Crisis, Banks, Capital Markets

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9 Key Takeaways From Goodwinʼs Legal Operations & Corporate Counsel Roundtable

Strategies and best practices to contain costs, maximize efficiencies and leverage innovation to collaborate across teams - Goodwin, in conjunction with the Northeast chapter of the Association of Corporate Counsel (ACC),…more

Best Practices, Business Development, Business of Law, Corporate Counsel, Diversity

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UK Corporate Insolvency and Governance Act 2020 Brings Significant Changes to Law

The Corporate Insolvency and Governance Act 2020 received royal assent on 25 June 2020. Many of the provisions of the act are based on the bill which was initially proposed pre-COVID-19, with a framework having been set out in…more

Board of Directors, Breach of Contract, Contract Termination, Coronavirus/COVID-19, Corporate Governance

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

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Dos and Don'ts of Interacting with Bank Regulators

Supervision is a daily fact of life for bank boards and management. Below, we offer strategies for how both board members and members of management can ensure that the supervisory process goes as smoothly as possible…more

Banking Examinations, Banking Regulators, Banking Sector, Banks, Best Practices

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Antitrust & Competition Life Sciences Year in Review 2023

Despite increasingly aggressive rhetoric from the agencies, 2022 was largely characterized as “business as usual” in the antitrust world. In contrast, 2023 featured a significant step up in enforcement activity, including…more

Acquisitions, Amgen, Anti-Competitive, Antitrust Provisions, Bristol-Myers Squibb

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10 Key Takeaways From California’s New Consumer Finance Regulatory And Enforcement Regime

Three California laws that affect fintech companies will go into effect on January 1, 2021. The California Consumer Financial Protection Law (CCFPL) expands the scope of the Department of Business Oversight’s (DBO) current…more

Banking Sector, California Consumer Financial Protection Law (CCFPL), Consumer Financial Protection Bureau (CFPB), Debt Collection, Department of Business Oversight

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Five Tips For Life Sciences Companies To Protect Their AI Technologies

Artificial intelligence (AI) has revolutionized many technology areas. As a few examples, it has already been instrumental in improving and enabling voice recognition algorithms, digital assistants, advertisement recommendation…more

Artificial Intelligence, Intellectual Property Protection, Inventions, Life Sciences, Machine Learning

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Intellectual Property: Overview and Key Issues for Tax-Exempt Organizations

“Intellectual property” refers to a category of intangible property that derives from the work of the mind or intellect, such as an idea, process, creative work, symbol or name used in commerce. Even though intellectual property…more

Copyright, Copyright Infringement, Copyright Registration, Intellectual Property Protection, Nonprofits

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Second Circuit Raises the Bar for Government Insider Trading Prosecutions – Practical Implications for the Business Community

On December 10, 2014, the U.S. Court of Appeals for the Second Circuit issued a much publicized decision, reversing two high-profile insider trading convictions in the Southern District of New York. The Court limits the scope of…more

Hedge Funds, Illegal Tipping, Insider Trading, Material Nonpublic Information, Personal Benefit

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Navigating the New Normal: Biomanufacturing Goes Local

The pandemic has spared no industry. As fast-food chains have sought to drive business through chicken sandwich wars, Burger King’s release of its chicken sandwich was delayed in Michigan due to a shortage of pickle jars. While…more

Biologics, Life Sciences, Manufacturers, Manufacturing Facilities, Medical Supplies

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New Laws Reinforce California’s Hostility to Non-Competes with Notice Obligations and Civil Penalties

California recently enacted two bills — SB 699 and AB 1076 — amending and adding to Section 16600 of the California Business and Professions Code to broaden the scope of California’s already expansive prohibitions on…more

Amended Legislation, Business & Professions Code, Contract Terms, Employment Contract, New Legislation

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ITC Has No Authority to Block Electronic Transmission of Infringing Digital Objects

Three months after its en banc decision in Suprema, Inc. v. Int’l Trade Comm’n 2012-1170 (Fed. Cir. Aug. 10, 2105), the Federal Circuit issued another much-anticipated opinion concerning the authority of the U.S. International…more

Electronic Data Transmissions, Imports, International Trade Commission (ITC), Patent Infringement, Section 337

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CFPB Issues Consumer Protection Principles for Sharing Financial Account Information with Third Parties

On October 18, 2017, the Consumer Financial Protection Bureau (CFPB) published guidelines for financial institutions to use when authorizing third-party access to consumers’ financial information. These guidelines are targeted…more

Consumer Financial Protection Bureau (CFPB), Data-Sharing, Financial Services Industry, New Guidance, Personally Identifiable Information

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Survival Guide to Structuring Life Sciences Partnering and M+A Agreements

The life sciences space is ever-growing and dynamic as the industry witnesses more companies and, therefore, more collaboration, licensing and M&A agreements, come into the spotlight. While these deals are exciting opportunities…more

Acquisition Agreements, Acquisitions, Arbitration, Commercially Reasonable Efforts, Contract Drafting

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Landmark Decision Regarding California Property Taxes: What Owners of California Hospitality Assets Should Know

The California Court of Appeal (Second Appellate District) published a landmark decision on April 7, 2023, that may have significant implications for the property tax assessments of qualifying California hospitality assets such…more

Commercial Property Owners, Commercial Real Estate Market, Franchises, Hospitality Industry, Hotel Management Agreements

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2023 Year in Review: Mortgage Origination and Servicing

Welcome to the Mortgage Origination and Servicing chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - Enforcement efforts are expected to increase in 2024 and will likely…more

Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Developments in Reverse Merger Transactions: “Shell Company” Definition and New Constraints on Resales of Securities Acquired in Rule 145 Transactions

The Staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) has recently begun issuing comment letters in the life sciences reverse merger (RM) context that involve a broadened interpretation…more

Capital Formation, Compliance, Form 8-K, Form S-1, Life Sciences

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5 Essential Tips for Tailoring Your Diligence Plan to Secure R&W Insurance in Manufacturing Deals

It is no secret that a representations and warranties (R&W) insurer’s underwriting focus is informed by industry-specific risks and claims experience. For manufacturing businesses, aligning the buyer’s diligence plan and the…more

Acquisitions, Contract Terms, Due Diligence, Insurance Industry, Mergers

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Navigating the Hazy Landscape: Challenges and Solutions in Cannabis Payment Processing

The sale of adult-use cannabis has been legalized in 24 states in the United States. But this does not mean there are no other legal impediments to the cannabis industry in those jurisdictions. For example, cannabis dispensaries…more

ATMs, Bank Secrecy Act, Cannabidiol (CBD) oil, Cannabis-Related Businesses (CRBs), Cole Memorandum

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2023 Year in Review: Major U.S. Supreme Court and Appellate Cases

Welcome to the Major US Supreme Court and Appellate Cases chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - The Supreme Court continues to take a close look at major…more

Administrative Law Judge (ALJ), Appeals, Appellate Courts, Article III, But For Causation

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Acquiring or Investing in EU Crypto-Asset Businesses: Further Clarity on MiCA

In our previous alert “Acquiring or Investing in EU Crypto-Asset Businesses: MiCA’s Impact,” we discussed the impact of the European Union (EU) Markets in Crypto-Assets Regulation (MiCA) on the acquisition or investment in EU…more

Acquisitions, Anti-Money Laundering, Cryptoassets, Digital Assets, EU

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SEC Charges Officers, Directors, Stockholders and Companies for Failure to Timely File Reports Under Sections 13 and 16 of the Exchange Act

The director of the SEC’s Division of Enforcement, Andrew Ceresney, said that using quantitative analytics the SEC has identified various individuals and companies with especially high rates of filing deficiencies and emphasized…more

Board of Directors, Compliance, Corporate Officers, Enforcement, Filing Requirements

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2023 Year in Review: Mortgage Origination and Servicing

Welcome to the Mortgage Origination and Servicing chapter of our annual report Consumer Financial Services 2023 Year in Review. Looking Ahead to 2024 - Enforcement efforts are expected to increase in 2024 and will likely…more

Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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A Look Ahead in Life Sciences: What We Are Tracking in Q2 2024 and Beyond

As the life sciences, medtech, and diagnostic industries continue to expand and grow increasingly complex, so does the legal, regulatory, and compliance landscape. To help companies and investors navigate the many evolving and…more

Advanced Notice of Proposed Rulemaking (ANPRM), Biden Administration, Biologics, Centers for Medicare & Medicaid Services (CMS), Clinical Laboratory Testing

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Getting Over The Hurdle

Companies often use equity incentives to reward key members of their workforce and attract and retain the best talent. In the UK, companies have typically granted EMI options (a government‑backed, tax-advantageous share option)…more

Articles of Association, Business Valuations, Share Price, Shareholders, UK

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Getting Over The Hurdle

Companies often use equity incentives to reward key members of their workforce and attract and retain the best talent. In the UK, companies have typically granted EMI options (a government‑backed, tax-advantageous share option)…more

Articles of Association, Business Valuations, Share Price, Shareholders, UK

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Employment Terms - A View From Both Sides of the Pond

As businesses look to expand their operations globally, we are increasingly seeing HR leaders taking a strategic view on how they want to engage their workforce across different jurisdictions. There is a greater push from…more

Best Management Practices, Employment Contract, Employment Policies, Hiring & Firing, Human Resources Professionals

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Avoiding Misbranding: Words Matter When Describing the Regulatory Status of 510(k) Cleared Devices and Registered Device Establishments

​​​​​​​When it comes to discussing medical devices regulated by the U.S. Food and Drug Administration (FDA), words such as “approved” and “cleared” cannot be used interchangeably as these terms carry a particular meaning…more

510(k) RTA, FDA Approval, Food and Drug Administration (FDA), Life Sciences, Medical Devices

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The Silicon Valley Bank UK insolvency: FAQ for those doing business with the Bank

News of the failure of Silicon Valley Bank in the United States has dominated headlines over the last few days. Late yesterday, Friday, 10 March 2023, the Bank of England made an announcement about the status of Silicon Valley…more

Bank of England, Banks, Commercial Loans, Contract Terms, Counterparties

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New Corporate Reporting Requirements on Trusts and Other Estate Planning Vehicles

The Financial Crimes Enforcement Network (FinCEN) has issued final regulations setting out the reporting requirements of the Corporate Transparency Act (CTA). The CTA requires the reporting of beneficial ownership information by…more

Anti-Money Laundering, Beneficial Owner, Compliance, Corporate Transparency Act, Estate Planning

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New York Proposes Consent For Collection Of Biometric Data, Backed By Private Right Of Action

NEW YORK STATE LEGISLATURE PROPOSES BIOMETRIC PRIVACY ACT - On January 6, 2021, the New York state legislature proposed the Biometric Privacy Act (AB 27) to regulate the collection of biometric information by companies doing…more

Biometric Information, Data Collection, Data Privacy, Facial Recognition Technology, Fingerprints

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Series 1 - The World’s First AI Regulation Is Here

Yesterday, March 13, 2024, the European Parliament approved the EU Artificial Intelligence Act (“AI Act”), a sweeping AI governance framework which presents the first comprehensive law in the world aimed at ensuring AI systems…more

Artificial Intelligence, Compliance, Compliance Dates, Digital Services, EU

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A Look Ahead in Life Sciences: What We Are Tracking in Q2 2024 and Beyond

As the life sciences, medtech, and diagnostic industries continue to expand and grow increasingly complex, so does the legal, regulatory, and compliance landscape. To help companies and investors navigate the many evolving and…more

Advanced Notice of Proposed Rulemaking (ANPRM), Biden Administration, Biologics, Centers for Medicare & Medicaid Services (CMS), Clinical Laboratory Testing

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Supreme Court Delivers Key Defense Victory by Limiting Section 11 Claims in Direct Listings - and Again Calling for a Rigid Application of the Tracing Requirement

On June 1, 2023, the United States Supreme Court issued a unanimous opinion that makes it more difficult for shareholders to bring Section 11 claims against companies that go public via direct listings. The case involved a class…more

Bylaws, Civil Monetary Penalty, Corporate Governance, Derivative Suit, Direct Listing

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The growing importance of earnouts in midmarket dealmaking

A flexible provision raises questions for buyers and sellers alike. Given the uncertain economic climate of 2023, parties are increasingly turning to earnouts to bridge valuation gaps. As shown by Goodwin’s Private Equity…more

Acquisition Agreements, Acquisitions, Contract Terms, Earn-Outs, Investors

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Department of Health and Human Services Recommends that Cannabis be Rescheduled as a Schedule III Drug Under the Controlled Substances Act

On October 6, 2022, President Biden pardoned all Federal offenses of simple possession of cannabis. On that same day, Biden directed the Secretary of Health and Human Services and the Attorney General to commence the…more

Biden Administration, Cannabis Products, Controlled Substances, Controlled Substances Act, DEA

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A Look Ahead in Life Sciences: What We Are Tracking in Q2 2024 and Beyond

As the life sciences, medtech, and diagnostic industries continue to expand and grow increasingly complex, so does the legal, regulatory, and compliance landscape. To help companies and investors navigate the many evolving and…more

Advanced Notice of Proposed Rulemaking (ANPRM), Biden Administration, Biologics, Centers for Medicare & Medicaid Services (CMS), Clinical Laboratory Testing

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New Short-Term Rental Regulation in Boston

On June 13, 2018, the City of Boston adopted a new City Ordinance to regulate so-called short-term rental housing units which commonly use certain internet home-sharing platforms such as AirBnB or HomeAway. Prior to the…more

AirBnB, Homeaway, Local Ordinance, Rental Property, Short-Term Lease

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Goodwin REIT Alert: Trends in REIT M&A (2022-2023)

In our 2022 alert “REIT M&A Trends Through the Pandemic,” we cataloged a total of 42 new REIT transactions announced between August 2020 and May 2022, a pace that rivaled or exceeded pre-pandemic levels. From May 2022 through…more

Acquisitions, Investment Funds, Mergers, Popular, Real Estate Investments

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Navigating the New Normal: Biomanufacturing Goes Local

The pandemic has spared no industry. As fast-food chains have sought to drive business through chicken sandwich wars, Burger King’s release of its chicken sandwich was delayed in Michigan due to a shortage of pickle jars. While…more

Biologics, Life Sciences, Manufacturers, Manufacturing Facilities, Medical Supplies

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2022 Year in Review: Digital Currency and Blockchain Litigation and Enforcement Developments

Throughout a tumultuous 2022, the digital currency and blockchain space saw a number of significant investigation, litigation, and enforcement matters as regulators continue their laser focus on the industry. This Year in…more

Bankruptcy Court, Blockchain, Crypto Exchanges, Cryptocurrency, Department of Justice (DOJ)

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Delaware Court of Chancery Holds Buzzfeed Not Bound by Pre-SPAC Merger Employment Agreements

On October 28, 2022, Vice Chancellor Morgan T. Zurn of the Delaware Court of Chancery ruled that the declaratory action brought by Buzzfeed Inc. against 91 current and former employees is not bound by arbitration provisions in…more

Arbitration, Corporate Counsel, Employer Liability Issues, Employment Contract, Employment Litigation

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Master(ing) Protocols for Randomized Umbrella and Platform Trials

The U.S. Food and Drug Administration (FDA) recently issued a draft guidance, “Master Protocols for Drug and Biological Product Development”, that echoes and builds on principles that the Agency previously set forth in guidance…more

Clinical Trials, Consent, Food and Drug Administration (FDA), Informed Consent, Medical Research

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Potential AI/ML Learnings to Come from FDA Public Advisory Committee Meeting on Skin Lesion Analyzer Technology in Late July

On July 28, 2022, the U.S. Food and Drug Administration (FDA) will hold a public advisory committee meeting to discuss skin lesion analyzer (SLA) technology and its application to detecting skin cancers in various patient care…more

Artificial Intelligence, Comment Period, Diagnostic Tests, Food and Drug Administration (FDA), Machine Learning

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DOJ Files False Claims Act Complaint Against Regeneron, Alleging Fraudulent Eylea Drug Pricing

​​​​​​​As we previously reported, the U.S. Department of Justice (“DOJ”) filed a lawsuit under the Anti-Kickback Statute against Regeneron Pharmaceuticals in the District of Massachusetts regarding Regeneron’s sales of Eylea in…more

Anti-Kickback Statute, Centers for Medicare & Medicaid Services (CMS), Department of Justice (DOJ), Drug Pricing, False Claims Act (FCA)

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Navigating Conflicts Between U.S. Workplace Reopening Guidelines and Building Sustainability Standards

As U.S. state governments reopen their communities for business, increased energy consumption and waste generation resulting from practices to prevent the spread of COVID-19 seem inevitable. As office employees reenter the…more

Building Standards, Centers for Disease Control and Prevention (CDC), Commercial Property Owners, Commercial Tenants, Coronavirus/COVID-19

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Cash Management in Hotel Financing

The financing of hotels and resorts requires balancing the borrower’s need for flexibility to successfully operate the hotel against the lender’s desire to prevent cash leakage should conditions related to the borrower’s payment…more

Commercial Loans, Contract Terms, Financing, Franchise Agreements, Hilton

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Sun Capital Decision Implicates Private Company Investing

On March 28, 2016, the U.S. District Court for the District of Massachusetts (the District Court) delivered a controversial opinion in Sun Capital Partners III, LP v. New England Teamsters & Trucking Industry Pension Fund (Sun…more

Commercial Bankruptcy, Employee Retirement Income Security Act (ERISA), Investment Portfolios, Joint and Several Liability, Multiemployer Plan

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DOJ Stomping Out “No Hire” Agreements Among Competitors

The Antitrust Division of the Department of Justice (DOJ) challenged an agreement between two of the largest rail equipment suppliers in the world that prohibited them from competing to hire each other’s employees, often…more

Antitrust Division, Competition, Department of Justice (DOJ), No-Hire/No-Solicitation Agreements

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

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Highlights From The Proposed Carried Interest Regulations

The U.S. Treasury Department and the Internal Revenue Service recently released proposed regulations under Section 1061 of the Internal Revenue Code of 1986, as amended.1 Congress enacted Section 1061 in 2017 in order to limit…more

APIs, Capital Gains, Carried Interest, Carried Interest Tax Rates, Holding Periods

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DoD Significantly Expands Voluntary Cybersecurity Program for Defense Contractors

The U.S. Department of Defense (DoD) published a finalized rule on March 12, 2024, which expands access to defense contractors who wish to participate in the Defense Industrial Base (DIB) Cybersecurity (CS) Program…more

Cyber Incident Reporting, Cybersecurity, Defense Sector, Department of Defense (DOD), Federal Contractors

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New IRS and FinCEN Reporting Requirements for Businesses that Accept Payments in Digital Assets

Although the Internal Revenue Service (IRS) has postponed broker-related digital asset reporting, a less publicized requirement that applies long-standing reporting rules for physical cash payments to businesses that accept…more

Brokers, Cash Transactions, Digital Assets, Electronic Filing, Exceptions

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In re Cellect: Federal Circuit Opens New Path for Double Patenting Challenges

On August 28, 2023, the U.S. Court of Appeals for the Federal Circuit issued a precedential decision in In re Cellect (No. 22-1293) that answered a longstanding question regarding the relationship between Obvious-Type Double…more

Legislative History, Obviousness, Obviousness-Type Double Patenting (ODP), Patent Term Adjustment, Patents

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Medicare Agrees to Limited Payment for New Alzheimer’s Drug

On January 11, 2022, the Centers for Medicare and Medicaid Services (CMS) released a proposed National Coverage Determination (NCD) decision memo limiting Medicare coverage for Biogen’s new Alzheimer’s drug, Aduhelm. Under the…more

Alzheimer's, Centers for Medicare & Medicaid Services (CMS), Clinical Trials, Food and Drug Administration (FDA), Medicare

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What Semiconductor Companies Need to Know: CHIPS Act and Eligibility Requirements

The CHIPS Act, or Creating Helpful Incentives to Produce Semiconductors (CHIPS) Act, is a signature piece of legislation that was signed into law in the United States in August 2022 to provide funding in support of the…more

Department of Defense (DOD), Economic Development, Federal Funding, Manufacturers, National Science Foundation

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Charlie Brown Finally Kicks the Football: US Outbound Investment Program Will Target China’s Semiconductor, Quantum Computing, and AI Industries

After months of speculation, the US government took steps to regulate outbound investment in specific foreign industries of concern. President Biden on August 9, 2023, issued Executive Order 14105 directing the Department of the…more

Advanced Notice of Proposed Rulemaking (ANPRM), Artificial Intelligence, Biden Administration, China, Electronics

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Massachusetts Superior Court BLS Finds No Duty To Disclose Alleged Preliminary Merger Discussions

Massachusetts Superior Court BLS Finds No Duty to Disclose Alleged Preliminary Merger Discussions, Northern District of California Declines to Dismiss Oracle Fraud Class Action Suit, SCOTUS Hears Oral Argument in Goldman Sachs…more

Arkansas Teacher Retirement System v Goldman Sachs Group, Bad Faith, Breach of Contract, Breach of Duty, Burden of Persuasion

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Brexit & Trademarks: Important Considerations For Maintaining UK Trademark Rights Post-Brexit

With the United Kingdom’s withdrawal from the European Union, companies must reconsider the implications of doing business in the UK and the EU, including how Brexit affects the company’s intellectual property rights. Included…more

EU, European Union Trade Mark (EUTM), Intellectual Property Protection, Trademark Application, Trademark Registration

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SEC Proposes Rule Amendments Requiring Climate — Related Disclosures

SEC Proposes Rule Amendments Requiring Climate-Related Disclosures; Southern District of New York Dismisses Securities Fraud Claims Against U.S. Stock Exchanges for Lack of Standing; Southern District of New York Dismisses…more

Article III, Climate Change, Comment Period, Disclosure Requirements, Dismissals

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MetaBirkins Post-Trial Ruling Clarifies Line Between Trademark Infringement and Free Expression and Grants Broad Injunctive Relief

On Friday, June 23, 2023, Judge Jed Rakoff issued a highly anticipated decision, permanently enjoining artist Mason Rothschild from selling “MetaBirkin” NFTs, which depict furry, digital versions of the Hermès signature Birkin…more

Artistic Works, Corporate Counsel, Cybersquatting, Dilution, Fashion Industry

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A Look Ahead in Life Sciences: What We Are Tracking in Q2 2024 and Beyond

As the life sciences, medtech, and diagnostic industries continue to expand and grow increasingly complex, so does the legal, regulatory, and compliance landscape. To help companies and investors navigate the many evolving and…more

Advanced Notice of Proposed Rulemaking (ANPRM), Biden Administration, Biologics, Centers for Medicare & Medicaid Services (CMS), Clinical Laboratory Testing

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Envisioning the New Normal: Real Estate + Technology: Part 4: Retail

This article is the fourth of a multi-part series examining the impact of the COVID-19 pandemic on select real estate sectors and the considerations around how technologies will shape future operations and accelerate means to…more

Brick-and-Mortar Stores, Coronavirus/COVID-19, E-Commerce, Grocery Stores, Health and Safety

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New Freedom of Information Law in Kentucky

Freedom of information legislation has been an issue that private fund managers have had to deal with for some time. Public pension funds invest a significant amount of capital into private funds and most, as public bodies, are…more

FOIA, Fund Managers, Pension Funds, Private Funds, Retirement

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Navigating the SEC's Focus on Private Fund Fees: Understanding the Trends and Mitigating Risk

The following is an edited version of a conversation between Goodwin partners Jonathan Hecht and Isaac Vinyarsh. Before joining Goodwin, Jonathan spent more than a decade in the SEC’s Division of Enforcement, including serving…more

Civil Monetary Penalty, Conflicts of Interest, Disclosure Requirements, Disgorgement, Enforcement Actions

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SEC Adopts New Rules Applicable to SPACs, Shell Companies and Projections

We previously noted in our March 31, 2022 alert that the U.S. Securities and Exchange Commission (SEC or Commission) held an open meeting on March 30, 2022 to consider proposed rules and amendments regarding special purpose…more

Accredited Investors, Compliance, Disclosure Requirements, Effective Date, Final Rules

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DoD Significantly Expands Voluntary Cybersecurity Program for Defense Contractors

The U.S. Department of Defense (DoD) published a finalized rule on March 12, 2024, which expands access to defense contractors who wish to participate in the Defense Industrial Base (DIB) Cybersecurity (CS) Program…more

Cyber Incident Reporting, Cybersecurity, Defense Sector, Department of Defense (DOD), Federal Contractors

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Supreme Court Delivers Key Defense Victory by Limiting Section 11 Claims in Direct Listings - and Again Calling for a Rigid Application of the Tracing Requirement

On June 1, 2023, the United States Supreme Court issued a unanimous opinion that makes it more difficult for shareholders to bring Section 11 claims against companies that go public via direct listings. The case involved a class…more

Bylaws, Civil Monetary Penalty, Corporate Governance, Derivative Suit, Direct Listing

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Luxembourg - Minimum Net Wealth Tax Regime Partially Unconstitutional

On 10 November 2023, the Luxembourg Constitutional Court ruled that the current minimum net wealth tax regime, as applied to Luxembourg resident companies, partially violates the constitutional principle of equal treatment…more

Constitutional Challenges, Constitutional Courts, Luxembourg, Wealth Tax

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The Green Wave: Cannabis Legalization Sweeps in 2020

It was a Green Wave on election night, with every cannabis-related legalization measure on the ballot passing, some by surprisingly large margins of victory. As a result of the November 2020 election, the number of states that…more

Ballot Measures, Cannabidiol (CBD) oil, Cannabis Products, Cannabis-Related Businesses (CRBs), Decriminalization of Marijuana

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Mitigation of Cybersecurity Risks in Medical Device Software: FDA Discussion & Insights for OEMs, Remanufacturers, and Servicers

I. OVERVIEW - The U.S. Food & Drug Administration (“FDA”) has increased its focus on mitigating cybersecurity risks in medical device software. On June 24, 2021, the FDA issued two documents that are important not only for…more

Comment Period, Cyber Attacks, Cybersecurity, Draft Guidance, Food and Drug Administration (FDA)

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Irreconcilable? The EU’s Article 8 and “Anti-ESG” Investor Demands

As the market continues to evolve with the dynamics of sustainable finance legislation, managers are often facing challenges in how to best navigate competing investor demand and sentiment on environmental, social, and…more

Climate Change, Disclosure Requirements, Environmental Social & Governance (ESG), EU, Investors

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Register of Persons with Significant Control: A Guide for UK Companies

From 6 April 2016, UK companies and limited liability partnerships (LLPs) are required to maintain a publicly available register of people with significant control (PSC Register). From 30 June 2016, the information on the PSC…more

Enterprise and Employment Act 2015 (SBEEA), Limited Liability Partnerships, Person with Significant Control (PSC Register), UK, UK Companies Acts

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2024 HSR Thresholds Announced: $119.5 million

As required by the HSR Act, on January 22, 2024, the U.S. Federal Trade Commission (“FTC”) released its annual adjustments to the reporting thresholds and filing fees. The key number to remember is now $119.5 million…more

Acquisitions, Antitrust Division, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees

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Issue 44: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This periodic digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

Amgen v Sanofi, Comment Period, Confidential Information, Daubert Ruling, Enablement Inquiries

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Biometric And Facial Recognition Technology In The U.S.: What’s In Store For 2021?

Regulation of the collection and use of biometric data is on the rise, a trend which is likely to continue through 2021 and beyond. Currently, three states have laws that regulate what private businesses can do with biometric…more

Biometric Information, Consumer Privacy Rights, Data Collection, Data Privacy, Data Use Policies

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Hong Kong Stock Exchange Issues New Guidance for Listing Pre-Revenue Biotech Companies

Since the introduction of a new listing regime on 30 April 2018 that enables the listing of pre-revenue Biotech Companies on the Main Board of the Hong Kong Stock Exchange (the “Exchange”), a total of 16 of these listings have…more

Biotechnology, Disclosure Requirements, Emerging Technology Companies, Hong Kong, Hong Kong Stock Exchange

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Issue Twenty-Three: PTAB Trial Tracker

The availability of post-grant proceedings at the Patent Trial and Appeal Board (PTAB) has changed the face of patent litigation. This monthly digest is designed to keep you up-to-date by highlighting interesting PTAB, district…more

§ 315(b), Appointments Clause, Estoppel, Evidence, Hearsay

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“Corrective construction” to achieve commercial common sense in company articles

In the recent Court of Appeal judgment in DnaNudge Limited v. Ventura Capital GP Limited [2023] EWCA Civ 1142, the court confirmed that a provision of the company’s articles allowing for the conversion of Series A shares to…more

Articles of Incorporation, Conversion, Investors, Majority Shareholders, Series A

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2024 HSR Thresholds Announced: $119.5 million

As required by the HSR Act, on January 22, 2024, the U.S. Federal Trade Commission (“FTC”) released its annual adjustments to the reporting thresholds and filing fees. The key number to remember is now $119.5 million…more

Acquisitions, Antitrust Division, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees

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Commerce Department Survey of Financial Services Transactions with Foreign Persons Due November 1, 2015

The Commerce Department’s BE-180 Survey of Financial Services Transactions is a mandatory benchmark survey conducted every five years and administered by the Bureau of Economic Analysis (the “BEA”). Reports are required by…more

BE-180, Benchmarks, Bureau of Economic Analysis, Commodities, Commodity Broker

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Does the New EU Digital Services Act Apply to Me?

On 25 August 2023, the EU’s Digital Services Act (“DSA”) came into effect for very large online platforms and very large online search engines. The DSA becomes fully applicable to other entities within its scope on 17 February…more

Compliance, Digital Service Providers, Digital Services, EU, General Data Protection Regulation (GDPR)

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UK Spring Budget 2023: Implications and Insights for Real Estate Funds

Amongst the usual round of rate changes and technical measures (including replacement of the capital allowances “super-deduction” regime with full expensing for companies incurring expenditure on plant and machinery over the…more

Budgets, Consultation, HMRC, Investment Funds, Real Estate Investments

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What’s in a Name? Why Your “Dual Class” IPO Should Be a “Dual Series” IPO Instead

We recently represented Klaviyo, Inc. (NYSE: KVYO), in its $576 million initial public offering on the New York Stock Exchange. As has been extensively reported in the media, Klaviyo’s very successful offering represented the…more

Articles of Incorporation, Common Stock, Corporate Governance, Delaware General Corporation Law, Form S-1

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Deadline Approaching for Reporting 2019 ISO Exercises and ESPP Transfers

Section 6039 of the Internal Revenue Code requires corporations to provide information statements to employees (including former employees) and information filings to the IRS regarding exercises of incentive stock options (ISOs)…more

Employee Stock Purchase Plans, Executive Compensation, Filing Deadlines, Incentive Stock Options, Internal Revenue Code (IRC)

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COVID-19 and the Impact on M&A

Although COVID-19 is rightfully viewed primarily as a public health and humanitarian issue, it is worth considering the potential impacts of the virus on M&A activity as this dynamic situation unfolds. We are seeing the issue…more

Acquisitions, Best Practices, Business Continuity Plans, China, Contract Negotiations

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Updated AAA Rules and Fees Could Change the Mass Arbitration Landscape

The American Arbitration Association (AAA) has amended its Mass Arbitration Supplementary Rules and fee schedules applicable to certain consumer and employment arbitrations, effective January 15, 2024. The AAA announced that it…more

Amended Rules, American Arbitration Association, Arbitration, Arbitration Fees

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Breaking: Judgment in Regeneron v. Mylan (aflibercept) BPCIA Case Finding Some Claims of Asserted Patents Valid and Infringed

As previously reported by Big Molecule Watch, trial in Regeneron’s BPCIA case against Biocon regarding Biocon’s proposed aflibercept biosimilar concluded on June 15, 2023 in the Northern District of West Virginia. The…more

Biosimilars, BPCIA, Food and Drug Administration (FDA), Patent Infringement, Patent Litigation

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A New Bankruptcy Lifeline for Startup, Early Stage and Emerging Growth Companies?

Top 10 Questions About Subchapter V Reorganization - Reorganization under Chapter 11 of the Bankruptcy Code offers powers and benefits that are simply not available in out-of-court restructurings. Chapter 11 restructurings,…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Coronavirus/COVID-19, Creditors

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Delaware Court of Chancery Invalidates Governance Rights in Stockholder Agreement

On February 23, 2024, the Delaware Court of Chancery issued a decision in a class action lawsuit (West Palm Beach Firefighters’ Pension v. Moelis & Co.) that concluded most of the control provisions in a stockholder agreement in…more

Blocking Power, Board of Directors, Class Action, Contract Terms, Corporate Charters

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Highlights From The Final Carried Interest Regulations

On January 7, 2021, the U.S. Treasury Department and the Internal Revenue Service released final regulations under Section 1061 of the Internal Revenue Code of 1986, as amended (“the Code”). The Final Regulations address the…more

Capital Gains, Capital Gains Tax, Carried Interest, Carried Interest Tax Rates, Holding Periods

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Rhode Island Becomes the 19th State to Legalize Recreational Cannabis

On May 25, 2022, Rhode Island Governor Dan McKee signed the Rhode Island Cannabis Act (the “Act”) into law, which legalizes recreational cannabis in Rhode Island. Some key highlights of the Act include the following..…more

Cannabis Products, Cannabis-Related Businesses (CRBs), Expungement, Licensing Rules, New Legislation

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Triumph for Energy Future Noteholders in Third Circuit Make-Whole Decision

On November 17, 2016, in Delaware Trust Co. v. Energy Future Intermediate Holding Company LLC (In re Energy Future Holdings Corp.), Case No. 16-1351 (3d Cir. Nov. 17, 2016), the United States Court of Appeals for the Third…more

Bankruptcy Court, Chapter 11, Commercial Bankruptcy, Debtors, Energy Futures Holdings

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Envisioning the New Normal: Real Estate + Technology – Part 3: Life Sciences And Healthcare Industries

This article is the third in a multi-part series examining the impact of the COVID-19 pandemic on select real estate sectors and the considerations around how technologies will shape future operations and accelerate means to…more

Best Practices, Coronavirus/COVID-19, Health and Safety, Health Care Providers, Healthcare Facilities

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DoD Significantly Expands Voluntary Cybersecurity Program for Defense Contractors

The U.S. Department of Defense (DoD) published a finalized rule on March 12, 2024, which expands access to defense contractors who wish to participate in the Defense Industrial Base (DIB) Cybersecurity (CS) Program…more

Cyber Incident Reporting, Cybersecurity, Defense Sector, Department of Defense (DOD), Federal Contractors

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The SEC Amends the Internet Adviser Exemption

On March 27, 2024, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 203A-2(e) of the Investment Advisers Act of 1940 (the Advisers Act) (the Internet Adviser Exemption)…more

Amended Rules, Compliance, Compliance Dates, Exemptions, Form ADV

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Effective Date For Amended Accredited Investor And Qualified Institutional Buyer Definitions And Order Designating Certain License Holders As Accredited Investors

The amendments to the definitions of “accredited investor” and “qualified institutional buyer” approved by the Securities and Exchange Commission in late August 2020 have been published in the Federal Register. The amendments…more

Accredited Investors, Federal Register, Final Rules, Qualified Institutional Buyers, Securities Act of 1933

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2020 Year In Review Securities Litigation Against Technology Companies

In many ways, 2020 was an unprecedented year. In midMarch, the United States abruptly went into lockdown as coronavirus cases began to spike; a national emergency was declared, travel bans and gathering restrictions were…more

Class Action, Data Breach, Dismissals, Duty to Disclose, Failure To Disclose

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A Look Ahead in Life Sciences: What We Are Tracking in Q2 2024 and Beyond

As the life sciences, medtech, and diagnostic industries continue to expand and grow increasingly complex, so does the legal, regulatory, and compliance landscape. To help companies and investors navigate the many evolving and…more

Advanced Notice of Proposed Rulemaking (ANPRM), Biden Administration, Biologics, Centers for Medicare & Medicaid Services (CMS), Clinical Laboratory Testing

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15 Questions Fintechs Should Ask Potential Bank Partners in Due Diligence

Out of recent banking agency focus on fintech-bank partnership arrangements, we’ve had a number of fintech clients inquire about the questions they should ask potential bank partners in due diligence. This Fintech Flash features…more

Audits, Best Practices, Compliance, Due Diligence, Federal Bank Regulatory Agencies

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2021 HSR Thresholds Announced: $92 Million

As required by the HSR Act, on February 1, 2021, the U.S. Federal Trade Commission (“FTC”) released its annual adjustments to the reporting thresholds. The key number to remember is now $92 million. Note, this is a decrease from…more

Antitrust Division, Civil Monetary Penalty, Federal Trade Commission (FTC), Filing Fees, Hart-Scott-Rodino Act

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Massachusetts AG Settles with Online Loan Servicer for Alleged Abusive Debt Collection Practices

On August 12, 2021, the Massachusetts Attorney General (AG) announced ​a settlement ​with an online loan servicer, resolving allegations that the company engaged in abusive debt collection practices in violation of the AG’s debt…more

Debt Collection, Debt Collectors, Enforcement Actions, Loan Servicer, Notice Requirements

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At the Intersection of ‘S’ and ‘G’ of ESG: London Leading the Way on Board Diversity - An Update on Latest FTSE Women Leaders Review and Parker Review Reports

Following the recent changes made to the UK Listing Rules that require Main Market–listed companies to comply with or explain against target board diversity disclosure and diversity data-reporting requirements, London is leading…more

Board of Directors, Corporate Governance, Diversity and Inclusion Standards (D&I), Environmental Social & Governance (ESG), Listing Rules

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An Interview with Prof. Arti Rai about the Role of “Patent Thickets” in U.S. Biosimilar Market Entry

Last week, Big Molecule Watch sat down with Professor Arti Rai to discuss an article she recently co-authored, “How logically impossible patents block biosimilars.” The article, published earlier this month in the journal Nature…more

America Invents Act, Biosimilars, Food and Drug Administration (FDA), Patent Applications, Patent Trial and Appeal Board

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Proposed Treasury Regulations Could Significantly Impact Tax Deferral in Partnership Transactions

Late last month, the Treasury Department issued proposed regulations that address partnership liabilities (section 752) and disguised sales of property (Internal Revenue Code section 707). If enacted, the section 752 regulations…more

IRS, Partnerships, Tax Deferral, U.S. Treasury

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American Rescue Plan: How to Navigate New Continuation Coverage Standards for COBRA

On March 11, 2021, President Biden signed the American Rescue Plan Act of 2021 (“ARPA” or the “Act”), the latest COVID-19 relief bill, into law. Under ARPA, employers will generally be obligated to advance the cost of…more

American Rescue Plan Act of 2021, Benefit Plan Sponsors, COBRA, Coronavirus/COVID-19, Eligibility

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Common FDA Bioresearch Monitoring Violations: Updates from FY 2022 to Now

The Bioresearch Monitoring (BIMO) Program, operated by the U.S. Food and Drug Administration (FDA), conducts on-site inspections and data audits in order to effectively monitor the compliance of all FDA-regulated research…more

Audits, Biotechnology, Clinical Trials, FDA Warning Letters, Food and Drug Administration (FDA)

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Supreme Court’s Arthrex Ruling Calls For Greater PTAB Oversight But Narrows Remands

In the long-awaited decision in United States v. Arthrex, Inc., the U.S. Supreme Court confirmed that the Patent Trial and Appeal Board is unconstitutionally structured, but held that the correct remedy is more limited than the…more

Administrative Patent Judges, Appointments Clause, Arthrex Inc v Smith & Nephew Inc, Corporate Counsel, Executive Branch

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U.S. Blocks Additional Russian Interests and Restricts Certain Management and Related Services and the Export of Certain Non-Dual Use Items in Latest Actions Against Russia

The U.S. Government has announced additional measures to counter Russia’s war against Ukraine. On May 8, 2022, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) blocked certain Russian financial…more

Biden Administration, Blocked Person, Bureau of Industry and Security (BIS), Commerce Control List, Consultants

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Envisioning the New Normal: Real Estate + Technology: Part 6: Multifamily

This article is the sixth in a multi-part series examining the impact of the COVID-19 pandemic on select real estate sectors and the considerations around how technologies will shape future operations and accelerate means to…more

Business Operations, Coronavirus/COVID-19, Electronic Communications, Health and Safety, Internet

See all updates »

Waivers of Ownership Limitation Provisions in REIT Charters

I. Why Do REITs Have Ownership Limits in the First Place? - Ownership limitation provisions are designed primarily to protect one of a REIT’s most valuable assets – its status as a REIT under the federal income tax rules…more

Beneficial Owner, Board of Directors, Business Ownership, Controlling Stockholders, Corporate Charters

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Key Compensation Considerations for Public Companies in a Market Downturn

As a result of recent market trends, US public companies and their compensation committees face challenging decisions as they seek to maximize shareholder value while retaining and competitively incentivizing key employees. This…more

Compensation & Benefits, Corporate Governance, Deferred Compensation, Disclosure Requirements, EBITDA

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2023 HSR Thresholds Announced: $111.4 million

As required by the HSR Act, on January 23, 2023, the U.S. Federal Trade Commission (FTC) released its annual adjustments to the reporting thresholds. The key number to remember is now $111.4 million. Note, this is an increase…more

Antitrust Provisions, Consumer Price Index, Energy Policy and Conservation Act (EPCA), Federal Trade Commission (FTC), Filing Fees

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The SEC Amends the Internet Adviser Exemption

On March 27, 2024, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 203A-2(e) of the Investment Advisers Act of 1940 (the Advisers Act) (the Internet Adviser Exemption)…more

Amended Rules, Compliance, Compliance Dates, Exemptions, Form ADV

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Whistleblower Lawyers Use False Claims Act to Target Private Equity Firms Invested In Healthcare and Life Sciences

Recent developments demonstrate that sponsor-backed companies in the healthcare and life sciences sectors, and in some instances private equity firms and professionals, have entered a new era of heightened regulatory scrutiny…more

Biden Administration, Compliance, Department of Justice (DOJ), False Claims Act (FCA), Fraud

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Setting A New Standard: Data Privacy And Corporate Social Responsibility

Corporate Social Responsibility (“CSR”) and Environmental, Social, and Governance (“ESG”) practices have increasingly become priorities for many organizations as they assess their obligations to their employees, customers, and…more

Best Practices, Business Strategies, Consumer Privacy Rights, Corporate Social Responsibility, Cyber Threats

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COVID-19 Litigation And Government Investigations In the U.S.: What We Are Seeing Now, And What The Future Holds

The emergence of COVID-19 has led to increased litigation and government activity across all industries, and this trend is only likely to accelerate. To assist you in better understanding your risk, we have examined matters in…more

Class Action, Contract Disputes, Coronavirus/COVID-19, Employment Litigation, Enforcement Actions

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Fund Finance: 2023 Reflections and Looking Ahead to 2024

Goodwin is proud to be a platinum sponsor of the 2024 Global Fund Finance Symposium. As next week’s conference approaches and our clients, colleagues, and friends head toward Miami, the Goodwin Fund Finance team has paused to…more

Asia, Asia Pacific, Banking Crisis, Banks, Capital Markets

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Connecticut to Become 18th State to Legalize Recreational Cannabis

On June 17, 2021, the Connecticut General Assembly voted to approve the Responsible & Equitable Regulation of Adult-Use Cannabis Act (the “Act”). With Governor Ned Lamont’s signature expected today, Connecticut will become the…more

Cannabis Products, Cannabis-Related Businesses (CRBs), Criminal Justice Reform, Decriminalization of Marijuana, Dispensaries

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Frequently Asked Questions: Pay Versus Performance Final Rules - Update

The SEC published final rules in late August 2022 that will require new pay versus performance disclosure in 2023 proxy statements, as described in our earlier client alert. These rules will require companies that are not exempt…more

Corporate Governance, Disclosure Requirements, Executive Compensation, Final Rules, Financial Reporting

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Updated AAA Rules and Fees Could Change the Mass Arbitration Landscape

The American Arbitration Association (AAA) has amended its Mass Arbitration Supplementary Rules and fee schedules applicable to certain consumer and employment arbitrations, effective January 15, 2024. The AAA announced that it…more

Amended Rules, American Arbitration Association, Arbitration, Arbitration Fees

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To Manage Generative AI Risk, Understand the Terms of Use

Most systems do not protect sensitive information used in prompts, and users bear most of the risk of using generative AI systems and outputs. Generative AI systems use the information provided in prompts — along with the…more

Artificial Intelligence, Intellectual Property Protection, Machine Learning, Patent Ownership, Risk Management

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Navigating the New Normal: Adaptive Reuse of Space

When you think of adaptive reuse, you likely associate it with turning a rustic barn, an old-time firehouse or former chapel into a cottage, modern loft or chic house. More broadly, however, adaptive reuse is any redesign,…more

Clinical Laboratories, Commercial Property Owners, Commercial Real Estate Market, Commercial Tenants, Construction Industry

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SEC Speaks Conference 2024

The SEC (U.S. Securities and Exchange Commission) recently hosted the 2024 SEC Speaks conference in Washington, DC. During the event, SEC leaders, including the Chair, commissioners, and senior staffers, shared their views about…more

Cooperation, Disgorgement, Electronic Communications, Enforcement, Enforcement Actions

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Additional Disclosure Required: CMS Implements Substantial Changes to Reporting Skilled Nursing Facility Ownership Information

On November 15, 2023, the Centers for Medicare & Medicaid Services (CMS) issued a Final Rule that will require skilled nursing facilities (SNFs) to disclose an expanded array of ownership, managerial, and control information…more

Affordable Care Act, Anti-Kickback Statute, Centers for Medicare & Medicaid Services (CMS), Change of Ownership, Data Collection

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Hong Kong to Revamp Limited Partnership Regime to Attract Private Funds

Hong Kong has a strong reputation as a global and regional hub for the asset management and funds industry and is clearly looking to maintain and improve its competitiveness in this sector. In the recent 2020-2021 Budget, and…more

Asset Management, Economic Growth, Fund Managers, Hong Kong, Limited Partnerships

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Second Circuit Upholds Dismissal of AstraZeneca Investor Suit

On May 16, 2023, the US Court of Appeals for the Second Circuit affirmed the Southern District of New York’s order dismissing an action brought by investors of AstraZeneca PLC (AstraZeneca) attempting to hold the company liable…more

AstraZeneca, Class Action, Clinical Trials, Dismissals, Material Misstatements

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Chief Judge of Western District of Texas Changes Waco Patent Case Assignment System

On July 25, 2022, the chief judge of the U.S. District Court for the Western District of Texas issued an order specifying that all future patent cases filed in the Waco Division will be randomly assigned to one of the 12…more

Case Management, Markman Hearing, Patent Litigation, Patents

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The European Parliament Adopts Position on the European Commission’s Proposal for the First Major Overhaul of the EU Medicines Regulatory Framework in 20 Years

In April 2023, we published an alert in relation to two European Commission legislative proposals: new Regulation 2023/0131 and new Directive 2023/0132, to replace the current EU regulatory framework for all medicines (including…more

Clinical Trials, Data Protection, EU, European Commission, European Medicines Agency (EMA)

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Delaware Supreme Court Holds That Boards Must Satisfy the MFW Framework in Controller Transactions to Obtain Business Judgment Deference

In 2014, the Delaware Supreme Court held in Kahn v. M&F Worldwide Corp. (“MFW”) that a court will apply the entire fairness standard of review to freeze-out merger transactions between a controlled corporation and its…more

Business Judgment Rule, Compensation & Benefits, Corporate Governance, DE Supreme Court, Entire Fairness Standard

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Leasing Models in Life Sciences and How They Correspond to the Life Cycle of a Company

The real estate needs of life sciences companies can be fluid and complex, with early stage companies typically needing smaller flexible space and later stage companies typically requiring larger build-to-suit space. With an…more

Commercial Leases, Commercial Tenants, Contract Negotiations, Contract Terms, Early Stage Companies

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Major Life Sciences Licensing Deal Trends in China in 2023

This is the first of two articles focused on 2023 life sciences deals in China. The second article, which is coming soon, looks at trends in M&A.  In 2023, there were 240 reported life sciences licensing deals in China, an…more

China, Foreign Entities, IP License, Licenses, Multinationals

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The South Korean K-Chips Act and Its Impact on International Companies and Investors

For investors in enterprises in the Korean semiconductor industry and other national strategic industries, a new tax bill has been passed that (i) increases the base tax credits received by these enterprises to 25% (if…more

Corporate Taxes, International Tax Issues, Investment Tax Credits, Investors, Multinationals

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Business Litigation Reporter - March 2018

In This Issue: The addition of new AAA, JAMS, and CPR rules governing emergency requests for interim relief, and recent court decisions in the wake of those rules, have raised important new issues. Whereas most courts…more

Arbitration, Arbitration Agreements, Business Litigation, Jurisdiction, Misappropriation

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Formycon/Fresenius Kabi and Samsung Bioepis Settlements with J&J and Janssen Biotech regarding Ustekinumab

On August 7, 2023, Formycon AG and Fresenius Kabi announced that they have reached a settlement with Johnson & Johnson (“J&J”) in the United States relating to FYB202, a proposed ustekinumab biosimilar to STELARA®, marketed by…more

Amgen, Biosimilars, Fresenius, Janssen Pharmaceuticals, Johnson & Johnson

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FDIC Issues a Proposed Rule on Special Assessment Pursuant to Systemic Risk Determination

In this Weekly Roundup Issue. The Federal Deposit Insurance Corporation (FDIC) issued a proposed rule to impose a special assessment pursuant to systemic risk determination; The Board of Governors of the Federal Reserve System…more

Banking Sector, FDIC, Financial Institutions, Financial Services Industry, OCC

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CFPB Advises Manipulating Search Results on Comparison-Shopping Platforms May Violate RESPA

CFPB Advises Manipulating Search Results on Comparison-Shopping Platforms May Violate RESPA - On February 7, the CFPB issued an advisory opinion, accompanied by a statement from CFPB Director Rohit Chopra, clarifying that…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Digital Platforms, Fee Waivers

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Goodwin Files Amicus Brief on Behalf of the Mortgage Industry

On August 3, 2016, Goodwin filed an amicus brief in the Washington Supreme Court on behalf of the Mortgage Bankers Association and the Consumer Mortgage Coalition. The case—Jordan v. Nationstar Mortgage LLC—involved a challenge…more

Consumer Lenders, Mortgage Bankers Association, Mortgage Lenders, Mortgage Servicers

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Recent Updates in the UK Venture Fundraising Landscape

As venture fund formation lawyers, we take a keen interest in helping our clients raise capital for their funds. If you are currently fundraising or expecting to do so soon, we have pulled together a summary of some key recent…more

Alternative Investment Fund Managers Directive (AIFMD), Business Development, Entrepreneurs, Financial Conduct Authority (FCA), Investors

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Hong Kong Stock Exchange Issues New Guidance for Listing Pre-Revenue Biotech Companies

Since the introduction of a new listing regime on 30 April 2018 that enables the listing of pre-revenue Biotech Companies on the Main Board of the Hong Kong Stock Exchange (the “Exchange”), a total of 16 of these listings have…more

Biotechnology, Disclosure Requirements, Emerging Technology Companies, Hong Kong, Hong Kong Stock Exchange

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Hong Kong SPAC Regime Under Consultation; What to Expect From Potential New Parameters

On September 17, 2021, the Hong Kong Stock Exchange (“SEHK”) published a consultation paper on the proposed Special Purpose Acquisition Companies (“SPAC”) listing regime in Hong Kong, setting out the initial framework with…more

Consultation Papers, Fund-raising, Hong Kong, Hong Kong Stock Exchange, Initial Public Offering (IPO)

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The Return of Crown Preference on 1 December, 2020

The return of Crown Preference on 1 December, 2020 has widely united the restructuring community against the new measures. Whilst the rationale that the Treasury should have priority for sums received by a debtor on its behalf…more

Creditors, Crown Preference, Debt Restructuring, Debtors, Financial Distress

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The ‘New Normal’ for Nonprofits: Tips on Workplace Reentry and Reimagining the Industry

Many nonprofits will soon face the prospect of re-opening their workplaces while the spread of COVID-19 remains a concern. To do so safely and effectively, nonprofits must consider how they will operate in a new and rapidly…more

Coronavirus/COVID-19, Employer Liability Issues, Fundraisers, Nonprofits, Re-Opening Guidelines

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Current Issues for Qualified Small Business Stock - How New R&E Expensing Rules Could Hurt Your QSBS Status, and Why Cash Management Changes Likely Won’t

An early-stage company can offer prospective investors an attractive investment opportunity, particularly if the company’s stock will qualify as “qualified small business stock” (QSBS) for US federal income tax purposes. This is…more

Amortization, Early Stage Companies, Internal Revenue Code (IRC), Investors, Qualified Small Business Stock

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How to Make AI-Powered Productivity Gains Stick

Manufacturers have long sought strategies to boost productivity on factory floors. Increasingly, they are tapping AI to analyze worker performance and raise efficiency…more

Artificial Intelligence, Automation Systems, Biden Administration, Employee Monitoring, Employee Privacy Rights

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First Half of 2018 Sees Significant Decline in Publicly Announced or Publicly Filed Enforcement Activity

During the first half of 2018, Enforcement Watch tracked 40 publicly announced or publicly filed enforcement actions involving consumer financial services companies. The 18 enforcement actions tracked during Q1 2018 represent a…more

Banking Sector, Consent Order, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders

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Supreme Court Adopts New Standard for Establishing Adverse Employment Action Element in Title VII Cases

To prevail on a claim of unlawful employment discrimination, a plaintiff must establish that the employer took an “adverse employment action” because of the employee’s protected class..…more

Adverse Employment Action, Civil Rights Act, Diversity and Inclusion Standards (D&I), Employee Transfers, Employer Liability Issues

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Current Issues for Qualified Small Business Stock - How New R&E Expensing Rules Could Hurt Your QSBS Status, and Why Cash Management Changes Likely Won’t

An early-stage company can offer prospective investors an attractive investment opportunity, particularly if the company’s stock will qualify as “qualified small business stock” (QSBS) for US federal income tax purposes. This is…more

Amortization, Early Stage Companies, Internal Revenue Code (IRC), Investors, Qualified Small Business Stock

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Denosumab Biosimilar Updates

​​​​​​​Celltrion Submits Denosumab BLA to FDA: On November 30, 2023, it was reported that Celltrion had completed submission of its application to the FDA for CT-P41, its denosumab biosimilar of Amgen’s PROLIA and XGEVA…more

Biologics, Biosimilars, Food and Drug Administration (FDA), Life Sciences, Patent Infringement

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SEC Adopts Reforms for Money Market Funds

On July 12, 2023, the US Securities and Exchange Commission ("SEC") voted, by a 3-2 vote, to adopt money market fund reforms that will significantly impact the regulatory framework governing money market funds ("money funds" or…more

Final Rules, Financial Regulatory Reform, Investment Company Act of 1940, Investment Funds, Liquidity

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  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and companies and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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