Katten Muchin Rosenman LLP

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525 West Monroe Street
Chicago, Illinois 60661-3693, United States
Contact: Vincent A. F. Sergi, National Managing Partner
Phone: 312.902.5200
Fax: 312.902.1061
Areas of Practice
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Business Organizations
  • Commercial Law & Contracts
  • Communications & Media Law
  • Construction Law
  • Debtor/Creditor
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Health
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Privacy
  • Real Estate
  • Securities Law
  • Taxation
  • Toxic Torts
  • Transportation
  • Wills, Trusts, & Estate Planning
  • Zoning, Planning & Land Use
See more
Locations
Other U.S. Locations
  • California
  • D.C.
  • Illinois
  • New York
  • North Carolina
  • Texas
Other Countries
  • China
  • United Kingdom
Number of Attorneys
400+ Attorneys

Supreme Court Unanimously Rejects Federal Circuit Standards for Indefiniteness and Induced Infringement

The US Supreme Court issued two anticipated decisions on June 2, 2014, relating to the US Court of Appeals for the Federal Circuit's standards for indefiniteness and induced infringement. In the first, Nautilus, Inc. v…more

Definiteness, Indefiniteness, Induced Infringement, Infringement, Nautilus Inc. v. Biosig Instruments

See all updates »

The Katten Kattwalk | Issue 12

The Katten Kattwalk discusses legal issues in the fashion industry affecting the trademarks, patents and copyrights associated with companies, brands and products. Please see full Newsletter below for more information…more

Dropbox, Fashion Branding, Fashion Industry, Fee-Shifting, IP Assignment Agreements

See all updates »

Corporate and Financial Weekly Digest, Featuring Topics on SEC/Corporate, Broker/Dealer, Derivatives, CFTC and UK/Brexit/EU Developments

FASB Ceases Work on Proposal To Amend Definition of “Materiality” for US GAAP - As previously discussed in the September 1edition of Corporate & Financial Weekly Digest, the Financial Accounting Standards Board (FASB) had…more

C&DIs, Corporate Governance, Due Diligence, FinCEN, GAAP

See all updates »

Williamson v. Citrix Online Highlights Potential Unintended Consequences of Functional Limitations in Patent Claims

In Williamson v. Citrix Online, LLC, No. 2013-1130 (Fed. Cir., June 16, 2015), the Federal Circuit, sitting en banc, overruled earlier opinions and held that the absence of the word “means” does not justify a “strong”…more

Claim Construction, Means-Plus-Function, Patent Litigation, Patents

See all updates »

The Notice Provision of the Defend Trade Secrets Act (DTSA): What Employers Must Do Now

The Defend Trade Secrets Act (DTSA), which became effective on May 11, extends federal civil protection to trade secrets and allows companies and individuals to file private lawsuits to remedy a wrongful taking of their trade…more

Best Management Practices, Defend Trade Secrets Act (DTSA), Employer Liability Issues, Notice Requirements, Whistleblower Protection Policies

See all updates »

Proxy Access—the Devil Is in the Details

Proxy access, meaning the ability of stockholders to put their nominees on management’s proxy card and create a proxy contest without having to file their own proxy statement, was the marquee issue of the 2015 proxy season. The…more

Board of Directors, Bylaws, Corporate Governance, Institutional Investors, ISS

See all updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See all updates »

Corporate and Financial Weekly Digest, Featuring Topics on Broker/Dealer, Derivatives, CFTC and UK/EU Developments

BROKER-DEALER - FINRA Releases New Targeted Exam Letter Regarding Order Routing Conflicts - On November 10, the Financial Industry Regulatory Authority released the contents of a new Order Routing Conflicts targeted exam…more

Agricultural Sector, Audits, Broker-Dealer, CFTC, Commodities

See all updates »

A Summary of the New California LLC Law

Effective January 1, 2014, the existing limited liability company (LLC) statute in California (the “Old Act”) will be replaced by the California Revised Uniform Limited Liability Company Act (RULLCA). Actions taken by managers…more

Articles of Incorporation, Choice of Entity, Corporate Charters, Corporate Governance, Corporate Management

See all updates »

Second Circuit Decision Provides Guidance for Drafting Enforceable Broker-Dealer Agreement Forum Selection Clause

On August 21, the US Court of Appeals for the Second Circuit decided two closely watched appeals regarding the intersection of Financial Industry Regulatory Authority, Inc. (FINRA) rules mandating arbitration of…more

Appeals, Broker-Dealer, FINRA, Forum Selection, Goldman Sachs

See all updates »

The New gTLD Program: Latest Updates on Brand Protection and the Trademark Clearinghouse

The most significant development in the Internet space in recent years is the ongoing generic top-level domain (gTLD) expansion. (As a reminder, a TLD is what appears to the right of the “dot” in a domain name (i.e., .COM, .ORG,…more

Domain Names, gTLD, ICANN, Internet

See all updates »

The Katten Kattwalk - Issue 14

Disputes Between Departing Member and Remnant Group - In Lyons vs. American College of Veterinary Sports Medicine and Rehabilitation, the US Court of Appeals for the Federal Circuit addressed a dispute regarding the proper…more

Email Policies, EU, EU Data Protection Laws, Fashion Branding, Fashion Design

See all updates »

Key Money and Exclusivity Arrangements—What You Need to Know

Key Money Overview - The payment of key money (KM) by hotel operating companies is an increasingly regular aspect of securing hotel management agreements, particularly in the luxury hotel sector. In the typical transaction,…more

EU, Exclusivity Clauses, Hotel Management Agreements, Hotels, UK

See all updates »

Corporate and Financial Weekly Digest - Volume XII, Issue 34

SEC/CORPORATE - NYSE Issues Proposed Amendment to Limit Issuance of Material News After Market Close - On August 18, the New York Stock Exchange (NYSE) issued a proposed amendment to Section 202.06 of the NYSE Listed…more

Delaware General Corporation Law, G-SIB, Insider Trading, NYSE, Personal Benefit

See all updates »

Industry Group Files Reply in Support of Motion to Prevent Enforcement of OSHA's Injury Reporting Rule

A coalition of industry groups ("Plaintiffs") filed suit in the Northern District of Texas in July challenging the legality of specific provisions relating to safety incentive programs and post-incident drug testing in OSHA's…more

Drug Testing, Final Rules, OSHA, Preliminary Injunctions, Trade Associations

See all updates »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

See all updates »

Privacy Matters, Featuring a Personal Data Checklist

This issue of Privacy Matters examines the what, the where and the who regarding personal data. The infographic maps the flow of data to help determine what personal data a company might hold, where it comes from and who it…more

Data Protection, General Data Protection Regulation (GDPR), International Data Transfers, Personal Data

See all updates »

The FTC's Native Advertising Settlement With Lord & Taylor Highlights the Commission's Enforcement Priorities Under Its Recently Issued Guidance

On March 15, 2016, the Federal Trade Commission (FTC) announced a settlement with department store Lord & Taylor ("L&T") relating to native advertising for its Design Lab collection of clothing in various online materials,…more

FTC, Lord & Taylor, Misrepresentation, Native Advertising, New Guidance

See all updates »

New Partnership Audit Regime Set to Take Effect in 2018, Proactive Planning Recommended

On November 2, 2015, Congress passed the new centralized partnership audit regime as part of the Bipartisan Budget Act of 2015 (BBA) which is set to take effect for the tax years beginning on or after January 1, 2018. The intent…more

Audit Policies, Bipartisan Budget Act, IRS, New Regulations, Partnerships

See all updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See all updates »

Second Circuit Adopts Narrow Interpretation of Trust Indenture Act Provision Intended to Protect Bondholders

On January 17, the US Court of Appeals for the Second Circuit rendered a much anticipated decision in Marblegate Asset Management, LLC v. Education Management Corp., No. 15-2124-cv(L), 15-2141-cv(CON), reversing the Southern…more

Commercial Bankruptcy, Corporate Restructuring, Debt Restructuring, Higher Education Act, Lenders

See all updates »

Corporate and Financial Weekly Digest, Featuring Topics on SEC/Corporate, Broker/Dealer, Derivatives, CFTC and UK/Brexit/EU Developments

FASB Ceases Work on Proposal To Amend Definition of “Materiality” for US GAAP - As previously discussed in the September 1edition of Corporate & Financial Weekly Digest, the Financial Accounting Standards Board (FASB) had…more

C&DIs, Corporate Governance, Due Diligence, FinCEN, GAAP

See all updates »

Six Key Takeaways from ICANN 53 in Buenos Aires

The 53rd international meeting of the Internet Corporation for Assigned Names and Numbers (ICANN) formally concluded on Thursday, June 25, 2015, in Buenos Aires, Argentina. As always, the ICANN community discussed several…more

Brand, Domain Names, gTLD, ICANN, Internet Assigned Numbers Authority (IANA)

See all updates »

Municipal Bankruptcies: An Overview and Recent History of Chapter 9 of the Bankruptcy Code

The City of Detroit filed for protection under chapter 9 of the Bankruptcy Code on July 18, 2013,[1] becoming the largest municipality to ever file for bankruptcy. Detroit’s bankruptcy filing presents numerous complicated…more

Chapter 9, Detroit, Municipal Bankruptcy, Municipal Bonds, Municipalities

See all updates »

Major Breakthrough in the Information Technology Agreement Expansion Talks

The Office of the United States Trade Representative and the Ministry of Commerce of the People’s Republic of China announced on November 10, 2014 that the United States and China have reached an agreement on the coverage of…more

China, Technology, US Trade Policies, WTO

See all updates »

Williamson v. Citrix Online Highlights Potential Unintended Consequences of Functional Limitations in Patent Claims

In Williamson v. Citrix Online, LLC, No. 2013-1130 (Fed. Cir., June 16, 2015), the Federal Circuit, sitting en banc, overruled earlier opinions and held that the absence of the word “means” does not justify a “strong”…more

Claim Construction, Means-Plus-Function, Patent Litigation, Patents

See all updates »

Comments Sought by December 19th on the FDA's Proposed Criteria for "First Generic" Applications

This morning, the Food and Drug Administration (FDA) opened a public docket and requested comments on its proposed criteria for expedited review of "first generic" Abbreviated New Drug Applications (ANDAs). The comment period…more

ANDA, FDA, Generic Drugs, Hatch-Waxman, Patent Infringement

See all updates »

Municipal Bankruptcies: An Overview and Recent History of Chapter 9 of the Bankruptcy Code

The City of Detroit filed for protection under chapter 9 of the Bankruptcy Code on July 18, 2013,[1] becoming the largest municipality to ever file for bankruptcy. Detroit’s bankruptcy filing presents numerous complicated…more

Chapter 9, Detroit, Municipal Bankruptcy, Municipal Bonds, Municipalities

See all updates »

The Department of Justice's Focus on Individual Accountability for Corporate Wrongdoing

The Department of Justice's Focus on Individual Accountability for Corporate Wrongdoing - The Department of Justice (DOJ) recently issued a memo reiterating its commitment to the criminal and civil investigation and…more

C-Suite Executives, Corporate Misconduct, Criminal Prosecution, DOJ, Financial Crimes

See all updates »

Corporate and Financial Weekly Digest - Volume XI, Issue 34

SEC/CORPORATE - SEC Increases Registration Statement Filing Fees for Fiscal Year 2017 - On August 31, the Securities and Exchange Commission announced that, effective October 1, the fees that public companies and other…more

Electronic Filing, EU, Filing Fees, IOSCO, MSRB

See all updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See all updates »

Corporate and Financial Weekly Digest, Featuring Topics on SEC/Corporate, Broker/Dealer, Derivatives, CFTC and UK/Brexit/EU Developments

FASB Ceases Work on Proposal To Amend Definition of “Materiality” for US GAAP - As previously discussed in the September 1edition of Corporate & Financial Weekly Digest, the Financial Accounting Standards Board (FASB) had…more

C&DIs, Corporate Governance, Due Diligence, FinCEN, GAAP

See all updates »

Bankruptcy Court Finds Tenant Cannot Assume Commercial Lease After Waiving Rights to Seek Relief From Forfeiture Under California Law

The US Bankruptcy Court for the Central District of California (the "Court") recently upheld the validity of a commercial lease provision by which a debtor/tenant waived its rights to seek relief from forfeiture (i.e.,…more

Commercial Bankruptcy, Commercial Leases, Commercial Tenants, Forfeiture, Tenants

See all updates »

PRIIPS – ESMA Publishes Reponses to Consultation on Key Information Document

The European Securities and Markets Authority (ESMA) has published the responses received by ESMA, the European Banking Authority (EBA) and the European Insurance and Occupational Pensions Authority (EIOPA) on the Technical…more

Annuities, Consultation, EIOPA, EU, European Banking Authority

See all updates »

The EU PRIIPs Regulation for Fund Managers

With the vast majority of European Union (EU) regulatory focus recently having been on the Markets in Financial Instruments Directive (MiFID II), it is important not to overlook the impending implementation of the EU's Packaged…more

Alternative Investment Fund Managers Directive (AIFMD), EEA, EU, MiFID II, Packaged Retail And Insurance-Based Investment Products (PRIIPS)

See all updates »

Patent Trial and Appeal Board Issues First IPR Decisions on Orange Book-Listed Patents

On December 9, 2014, the Patent Trial and Appeal Board (PTAB) issued final decisions in three inter partes review (IPR) proceedings filed by Amneal Pharmaceuticals challenging three patents listed in the Orange Book for Oracea®…more

America Invents Act, Inter Partes Review (IPR) Proceeding, Patent Trial and Appeal Board, Pharmaceutical Industry, Pharmaceutical Patents

See all updates »

Corporate and Financial Weekly Digest, Featuring Topics on SEC/Corporate; Broker-Dealer; Derivatives; CFTC; UK, EU and Brexit Developments

BROKER-DEALER - FINRA Requests Further Comments on the Effectiveness and Efficiency of Its Payments for Market Making Rule - On November 28, as part a retrospective rule review, the Financial Industry Regulatory Authority…more

CFTC, CME, Commodities, Derivatives, FINRA

See all updates »

Significant Changes to Form ADV and Performance Advertising Rules Adopted

On August 25, the Securities and Exchange Commission (SEC) adopted amendments to Form ADV and to certain rules promulgated under the Investment Adviser Act of 1940, as amended (the "Advisers Act"). These amendments will be…more

Advertising, Disclosure Requirements, Form ADV, Investment Adviser, Recordkeeping Requirements

See all updates »

Corporate and Financial Weekly Digest, Featuring Topics on SEC/Corporate, Broker/Dealer, Derivatives, CFTC and UK/Brexit/EU Developments

FASB Ceases Work on Proposal To Amend Definition of “Materiality” for US GAAP - As previously discussed in the September 1edition of Corporate & Financial Weekly Digest, the Financial Accounting Standards Board (FASB) had…more

C&DIs, Corporate Governance, Due Diligence, FinCEN, GAAP

See all updates »

US Supreme Court Briefing of Greenhouse Gas Cases Completed — Oral Argument Scheduled for February 24, 2014

Briefing has just concluded in a matter before the US Supreme Court involving challenges to the suite of greenhouse gas (GHG) cases decided by the US Court of Appeals for the District of Columbia Circuit in June 2012. In October…more

Carbon Emissions, Clean Air Act, Environmental Policies, EPA, Greenhouse Gas Emissions

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California Supreme Court Rules That Agencies—Not Courts—Determine Whether Modified Projects Are Subject to CEQA's Subsequent Review Provisions

On September 19, the California Supreme Court held unanimously in Friends of the College of San Mateo Gardens v. San Mateo County Community College, that agencies—and not courts—must decide whether the "subsequent review"…more

Administrative Authority, CA Supreme Court, CEQA, Environmental Impact Report (EIR), New Project Test

See all updates »

SEC Proposes New Rules for Crowdfunding Exemption

On October 23, the Securities and Exchange Commission voted unanimously to propose new rules that would permit companies to offer and sell securities through “crowdfunding.” Title III of the Jumpstart Our Business Startups Act…more

Crowdfunding, Exemptions, JOBS Act, SEC, Securities Act of 1933

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Second Circuit Reaffirms That Attorney-Client Privilege Is Not Waived By Sharing Documents With Parties Pursuant to a Common Legal Interest—Even Where That Interest Has Commercial Objectives

On November 10, 2015, the US Court of Appeals for the Second Circuit issued an opinion reaffirming that the attorney-client privilege and work product protections were not waived by a businessman and his company when they shared…more

Attorney-Client Privilege, Common-Interest Privilege, Litigation Strategies, Work Product Privilege

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IRS Continues to Expand, Encourage and Simplify Correction Program in 2015 Updates to EPCRS

In spite of a plan sponsor's best efforts, errors and failures in administering a retirement plan occasionally come to light. We hear about these errors and failures usually following a change in administration, service provider…more

Benefit Plan Sponsors, EPCRS, IRS, Retirement Plan

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Employment Matters – UK - August 2017

ACAS Early Conciliation: Form Filling — Get the Name Right - Giny v SNA Transport Ltd. - Background - In Giny v SNA Transport Ltd., Mr Giny named Mr Ahmed, a director of SNA Transport Ltd. (SNA), as the prospective…more

Conciliation, Destruction of Evidence, Employer Liability Issues, Holiday Pay, Public Interest

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California Supreme Court Rules That Agencies—Not Courts—Determine Whether Modified Projects Are Subject to CEQA's Subsequent Review Provisions

On September 19, the California Supreme Court held unanimously in Friends of the College of San Mateo Gardens v. San Mateo County Community College, that agencies—and not courts—must decide whether the "subsequent review"…more

Administrative Authority, CA Supreme Court, CEQA, Environmental Impact Report (EIR), New Project Test

See all updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See all updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See all updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See all updates »

Corporate and Financial Weekly Digest - Volume XII, Issue 38

SEC/CORPORATE - SEC Provides Regulatory Relief to Companies Impacted by Recent Hurricanes - On September 28, the Securities and Exchange Commission (SEC) announced its issuance of an order and its adoption of interim final…more

Crowdfunding, FINRA, Hart-Scott-Rodino Act, Hurricane Harvey, Hurricane Irma

See all updates »

Florida Supreme Court Rules That Hospital "Adverse Medical Incidents" Reported to a PSO Are Not Privileged From Discovery: Impact on Participating Providers and PSOs

Southern Baptist Hospital of Florida (Hospital) was sued in a medical malpractice action in which the plaintiff sought to discover records relating to "adverse medical incidents" that occurred at the Hospital and involved any…more

Adverse Events, Document Productions, Hospitals, Medical Malpractice, Petition for Writ of Certiorari

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CFPB Arbitration Rule Summary: Class Action Waivers Prohibited in Broad Range of Consumer Credit Transactions

On July 10, the Consumer Financial Protection Bureau (CFPB) issued its Final Arbitration Rule. While the CFPB's Final Rule publication weighs in at 775 pages, the rule itself occupies only 11 pages, and the Official…more

Arbitration, CFPB, Class Action Arbitration Waivers, Consumer Contracts, Consumer Financial Contracts

See all updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See all updates »

Fifth Circuit Decision in Citgo Case May Place Limits on Criminal Liability Under Migratory Bird Treaty Act

On September 4, 2015, the US Court of Appeals for the Fifth Circuit reversed convictions of CITGO Petroleum Corporation and CITGO Refining and Chemical Company, L.P. (collectively "Citgo"), and in so doing placed potentially…more

Appeals, Citgo, Clean Air Act, Criminal Penalties, Energy Sector

See all updates »

The New gTLD Program: Latest Updates on Brand Protection and the Trademark Clearinghouse

The most significant development in the Internet space in recent years is the ongoing generic top-level domain (gTLD) expansion. (As a reminder, a TLD is what appears to the right of the “dot” in a domain name (i.e., .COM, .ORG,…more

Domain Names, gTLD, ICANN, Internet

See all updates »

US Sanctions Against Burma Lifted on October 7 With President's Executive Order

On Friday, October 7, 2016, President Obama delivered on a promise that he had made in September by signing an executive order terminating the economic and financial sanctions program on the country of Burma (Myanmar). The…more

Burma, Economic Sanctions, Executive Orders, Export Controls, OFAC

See all updates »

The Fifth Circuit Restricts BSEE's Enforcement Authority Over Offshore Contractors in the Gulf of Mexico

On Wednesday, September 27, the US Court of Appeals for the Fifth Circuit issued an important decision in United States vs. Moss, No. 16-30561 that limits the authority of the federal government to bring enforcement actions…more

Appeals, BSEE, Deepwater Horizon, Enforcement Authority, Federal Contractors

See all updates »

Corporate and Financial Weekly Digest - Volume IX, Issue 5

In this issue: - FTC Announces New Filing Thresholds for Hart-Scott-Rodino Pre-Merger Notifications - SEC Division of Corporation Finance Issues Three C&DIs Relating to “Unbundling Rule” - NFA Members Must…more

Bitcoin, Bundling Rules, CFTC, Derivative Suit, FinCEN

See all updates »

A New Target for Distressed Investors: What Claims Traders Need to Know About Target Canada and Canadian Insolvency Law

On January 14, 2015, Target Corporation ("Target US") announced the exit of substantially all of its Canadian operations less than two years after opening its first Canadian stores in a strategic push to operate at least one…more

See all updates »

Parkcentral v. Porsche: Second Circuit Opens the Doors of Morrison, and Declines to Apply Section 10(b) to Domestic Securities-Based Swap Transactions

In Parkcentral Global Hub Ltd,. et al. v. Porsche Automobile Holdings SE, et al., Dkt. No. 11-397-cv (2d Cir. Aug. 15, 2014), the US Court of Appeals for the Second Circuit affirmed the lower court’s dismissal of plaintiffs’…more

Appeals, Automotive Industry, Extraterritoriality Rules, Morrison v National Australia Bank, Section 10(b)

See all updates »

New Partnership Audit Regime Set to Take Effect in 2018, Proactive Planning Recommended

On November 2, 2015, Congress passed the new centralized partnership audit regime as part of the Bipartisan Budget Act of 2015 (BBA) which is set to take effect for the tax years beginning on or after January 1, 2018. The intent…more

Audit Policies, Bipartisan Budget Act, IRS, New Regulations, Partnerships

See all updates »

DeCoster Rehearing Denied—Food and Beverage Company Executives Face Risks of Prosecution as Responsible Corporate Officers

A recent Eighth Circuit decision that two corporate officers must serve jail time for failing to prevent the distribution of contaminated eggs despite the fact that they did not know the eggs were infected reaffirms continuing…more

Criminal Prosecution, Denial of Rehearing, FDCA, Food Manufacturers, interstate

See all updates »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

See all updates »

Reaction to Uncertainty in Affordable Housing Industry Brought on by Trump Election

The 2016 Election has created more questions than answers for the affordable housing industry. Very little is known about President-elect Trump's vision for affordable housing. On one hand, Mr. Trump has described himself as an…more

Affordable Housing, Fair Housing Act (FHA), HUD, LIHTC, Popular

See all updates »

Williamson v. Citrix Online Highlights Potential Unintended Consequences of Functional Limitations in Patent Claims

In Williamson v. Citrix Online, LLC, No. 2013-1130 (Fed. Cir., June 16, 2015), the Federal Circuit, sitting en banc, overruled earlier opinions and held that the absence of the word “means” does not justify a “strong”…more

Claim Construction, Means-Plus-Function, Patent Litigation, Patents

See all updates »

The EU PRIIPs Regulation for Fund Managers

With the vast majority of European Union (EU) regulatory focus recently having been on the Markets in Financial Instruments Directive (MiFID II), it is important not to overlook the impending implementation of the EU's Packaged…more

Alternative Investment Fund Managers Directive (AIFMD), EEA, EU, MiFID II, Packaged Retail And Insurance-Based Investment Products (PRIIPS)

See all updates »

NYSE Amends “Late Filer Rule”

Effective March 2, the New York Stock Exchange amended its rule (commonly referred to as the “late filer rule”) that applies to listed companies that do not timely file their periodic reports with the Securities and Exchange…more

Late Filer Rule, NYSE, SEC

See all updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See all updates »

The Gathering Storm: Equity Compensation and 10b5-1 Plans Under Attack

In this presentation: - The Genesis – Merger Objection Cases - The New Wave of Injunction Cases - Say-on-Pay Injunction Cases - Share Issuance Injunction Cases - Post-Vote Derivative Cases -…more

10b5-1 Plans, Compliance, Derivative Suit, Equity Compensation, Injunctions

See all updates »

Hotels, Hospitality and Guest Privacy: Six Important Questions to Ask After the Andrews Verdict

Earlier this month, a Nashville jury awarded sportscaster Erin Andrews $55 million after she sued the companies that franchise, own and operate a hotel, alleging that the hotel improperly gave her private information to another…more

Erin Andrews, Hospitality Industry, Risk Management, Security and Privacy Controls, Security Risk Assessments

See all updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See all updates »

Corporate and Financial Weekly Digest - Volume XII, Issue 43

SEC/CORPORATE - On November 1, the Division of Corporation Finance of the Securities and Exchange Commission (Division) published Staff Legal Bulletin No. 14I (SLB 14I), which provides new, issuer-friendly guidance on…more

Capital Acquisition Broker (CAB), Code of Conduct, Consolidated Audit Trail, Corporate Governance, Financial Services Industry

See all updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See all updates »

The Katten Kattwalk - Issue 14

Disputes Between Departing Member and Remnant Group - In Lyons vs. American College of Veterinary Sports Medicine and Rehabilitation, the US Court of Appeals for the Federal Circuit addressed a dispute regarding the proper…more

Email Policies, EU, EU Data Protection Laws, Fashion Branding, Fashion Design

See all updates »

House Bill and Senate Republicans' Bill: Impact on Hedge and Commodity Fund Investors and Managers

The "official" House tax reform bill was released by the House Ways and Means Committee on November 9. For the most part, the provisions summarized in Katten's advisory, "Tax Reform: Hedge Funds/Commodity Funds/Fund Managers,"…more

Alternative Minimum Tax, Carried Interest, Commodities, Controlled Foreign Corporations, Corporate Taxes

See all updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See all updates »

Outpatient Ancillary Services: Creative Structures for Competing Into the Future

In this presentation: - Introduction - Why Ancillary Services Transactions Are Being Done - Conversion to Provider-Based or Under Arrangement - An Illustration - Some Medicare…more

Acquisitions, Health Care Providers, Healthcare, Joint Venture, Medicare

See all updates »

The Katten Kattwalk | Issue 12

The Katten Kattwalk discusses legal issues in the fashion industry affecting the trademarks, patents and copyrights associated with companies, brands and products. Please see full Newsletter below for more information…more

Dropbox, Fashion Branding, Fashion Industry, Fee-Shifting, IP Assignment Agreements

See all updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See all updates »

Corporate and Financial Weekly Digest, Featuring Topics on SEC/Corporate; Broker-Dealer; Derivatives; CFTC; UK, EU and Brexit Developments

BROKER-DEALER - FINRA Requests Further Comments on the Effectiveness and Efficiency of Its Payments for Market Making Rule - On November 28, as part a retrospective rule review, the Financial Industry Regulatory Authority…more

CFTC, CME, Commodities, Derivatives, FINRA

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SDNY Dismisses False Claims Act Complaint, Finding Relators Misconstrued Medicaid Program Legal Framework

A False Claims Act case against the New York City Department of Education (NYCDOE) was dismissed on March 25, the district court holding that Medicaid providers (such as school districts that provide health services) cannot be…more

DOJ, False Claims Act (FCA), Healthcare, Medicaid, Public Schools

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Seventh Circuit Holds Under Indiana Law, Company Was Allowed to Vote Its Own Shares

The United States Court of Appeals for the Seventh Circuit recently affirmed a district court decision holding that under Indiana law, an Indiana corporation could vote its own outstanding preferred shares. In 1999, Emmis…more

Dividends, Going-Private Transactions, Preferred Shares, Repurchases, Shareholder Litigation

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Corporate and Financial Weekly Digest - Volume XI, Issue 46

ISS Releases 2017 Proxy Voting Guideline Updates - On November 21, ISS published its 2017 Proxy Voting Guideline Updates, which will be in effect for meetings held on or after February 1, 2017. The US 2017 updates cover…more

C&DIs, CFTC, EU, European Commission, Financial Conduct Authority (FCA)

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Bridging the Week - December 2017 #2

First Cash-Settled Bitcoin Futures Contract Begins Trading on CFTC-Overseen Exchange; Industry Organization Bemoans Self-Certification Process: The CBOE Futures Exchange commenced trading of Bitcoin Futures last night – albeit…more

Asset Freeze, Bitcoin, Block Trades, Blockchain, CME NYMEX

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SEC Adopts Regulation AB II

On August 27, the Securities and Exchange Commission at an open meeting unanimously adopted Regulation AB II (Reg AB II). The final rule provides significant revisions to Regulation AB, which provides the rules regarding the…more

Asset-Backed Securities, Disclosure Requirements, Dodd-Frank, EDGAR, New Regulations

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Department of Labor Finalizes 18-Month Extension for Simplified Compliance With the BIC Exemption Under the ERISA Fiduciary Advice Rule

On November 29, the US Department of Labor (DOL) finalized its 18-month extension of the transition period under the Best Interest Contract Exemption (the "BIC Exemption"). As described in Katten's earlier advisory, "Compliance…more

Benefit Plan Sponsors, Best Interest Contract Exemptions, DOL, ERISA, Fiduciary Duty

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DOJ and DOL Expand and Promote the Worker Endangerment Initiative

The US Department of Justice (DOJ) has announced an expanded national initiative to pursue criminal charges in cases involving worker endangerment. Deputy Attorney General Sally Quillian Yates directed all 93 United States…more

Criminal Prosecution, DOJ, DOL, Employer Liability Issues, OSHA

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Second Circuit Adopts Narrow Interpretation of Trust Indenture Act Provision Intended to Protect Bondholders

On January 17, the US Court of Appeals for the Second Circuit rendered a much anticipated decision in Marblegate Asset Management, LLC v. Education Management Corp., No. 15-2124-cv(L), 15-2141-cv(CON), reversing the Southern…more

Commercial Bankruptcy, Corporate Restructuring, Debt Restructuring, Higher Education Act, Lenders

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Effectively Defending Adversarial Actions Brought Against Former D&Os in Bankruptcy Court

When private equity investors, hedge funds, distressed asset funds, major shareholders or founders step up and take board positions to help guide or turnaround a troubled company, they often do so for all the right reasons. But…more

Adverse Action, Commercial Bankruptcy, D&O Insurance, Defense Strategies, Trustees

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Municipal Advisors and "Bank Purchase" Bonds: What's All the Commotion About?

There has been a renewed focus in recent months on how to determine which regulatory regimes apply to the various parties involved in private placements of municipal debt. The very public controversy over the question of whether…more

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US Supreme Court Limits Venue in Patent Cases—Is It the Death Knell for Forum Shopping?

On May 22, the United States Supreme Court handed down an important unanimous decision regarding venue in patent cases, reversing a nearly 30-year-old Federal Circuit precedent and limiting "residence" for domestic corporations…more

Domestic Corporations, Foreign Corporations, Forum Shopping, Patent Infringement, Patent Litigation

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New York City Ban on Salary History Inquiries Set to Take Effect October 31

Effective October 31, employers operating or recruiting in New York City will no longer be permitted to seek information regarding the compensation history of their job candidates. Under an amendment to the New York City Human…more

Employer Liability Issues, Hiring & Firing, Job Applicants, New Regulations, Pay Equity Laws

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Illinois Supreme Court Issues New Procedural Rules for Foreclosures

On February 22, 2013, the Illinois Supreme Court adopted a set of new procedural rules that will impact both residential and commercial foreclosures in Illinois. The new rules are scheduled to go into effect as early as March 1,…more

Affidavits, Foreclosure, Lenders, Loans, Robo-Signing

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Privacy Matters, Featuring a Personal Data Checklist

This issue of Privacy Matters examines the what, the where and the who regarding personal data. The infographic maps the flow of data to help determine what personal data a company might hold, where it comes from and who it…more

Data Protection, General Data Protection Regulation (GDPR), International Data Transfers, Personal Data

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The DOJ FCPA Enforcement Plan and Guidance Encourages Voluntary Self-Disclosure and Cooperation in Exchange for Additional Mitigation Credit

On April 5, 2016, the Fraud Section of the U.S. Department of Justice's Criminal Division issued a much-awaited Enforcement Plan and Guidance ("Guidance") on the Foreign Corrupt Practices Act (FCPA or the "Act"). This Guidance…more

Cooperation, DOJ, FCPA, Strategic Enforcement Plan, Voluntary Disclosure

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Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

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House Bill and Senate Republicans' Bill: Impact on Hedge and Commodity Fund Investors and Managers

The "official" House tax reform bill was released by the House Ways and Means Committee on November 9. For the most part, the provisions summarized in Katten's advisory, "Tax Reform: Hedge Funds/Commodity Funds/Fund Managers,"…more

Alternative Minimum Tax, Carried Interest, Commodities, Controlled Foreign Corporations, Corporate Taxes

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California Proposes Major Changes to Refinery PSM Standard

The California Department of Industrial Relations (DIR) has proposed a new Process Safety Management standard for oil refineries (the "Refinery PSM Standard"). The proposal, which is a precursor to formal notice and comment…more

Oil & Gas, OSHA, Refineries, Safety Precautions

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2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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Delaware Supreme Court Holds That Plaintiffs Must Specifically Plead Non-Exculpated Claims Against Disinterested Directors in Transaction Under Entire Fairness Review to Survive Motion to Dismiss

In In re Cornerstone Therapeutics Inc. Stockholder Litigation/Leal v. Meeks, the Delaware Supreme Court reversed decisions of the Delaware Chancery Court denying director-defendants’ motions to dismiss breach of fiduciary duty…more

Breach of Duty, Burden of Proof, Controlling Stockholders, DE Supreme Court, Exculpatory Clauses

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What US Companies Need to Know About New EU Data Protection Rules

On December 15, the European Commission put forward the General Data Protection Regulation (GDPR), which—subject to formal adoption by the European Parliament in 2016—will replace the 1995 Data Protection Directive, the existing…more

Enforcement Authority, EU, EU Data Protection Laws, Multinationals, SMEs

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Federal Circuit Recognizes an Exception to Inter Partes Review Estoppel Provisions

On March 23, the US Court of Appeals for the Federal Circuit issued a decision endorsing an exception to the estoppel provisions for inter partes review (IPR) under 35 U.S.C § 315(e). Shaw Industry Group, Inc. v. Automated Creel…more

Estoppel, Inter Partes Review (IPR) Proceeding, Mandamus Petitions, Patent Trial and Appeal Board, Prior Art

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Supreme Court Rules Patent Claims Ineligible as Abstract Ideas, Affirming Federal Circuit in Alice Corp Pty. Ltd. V. CLS Bank Int'l

In a 9-0 decision written by Justice Clarence Thomas, the US Supreme Court affirmed the decision by the US Court of Appeals for the Federal Circuit in Alice Corp. Pty. Ltd. v. CLS Bank Int'l, Case No.13-298, holding that all of…more

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

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TAR Transparency Required in New DOJ Model Second Request

On December 12, 2016 the US Department of Justice (DOJ) Antitrust Division implemented an updated Model Second Request (Model), containing new guidance on the use of Technology Assisted Review (TAR) in responding to DOJ…more

Discovery, DOJ, FTC, New Guidance, Technology-Assisted Review

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California Court of Appeal Strictly Enforces Carveout Guaranty

In “what appears to be an issue of first impression, not only in California, but in the entire country,” the California Court of Appeal in Series AGI West Linn of Appian Group Investors De LLC v. Eves (June 14, 2013) addressed…more

Carve Out Provisions, Contract Drafting, Contract Interpretation, Guaranty Claims

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Corporate and Financial Weekly Digest, Featuring Topics on SEC/Corporate, Broker/Dealer, Derivatives, CFTC and UK/Brexit/EU Developments

FASB Ceases Work on Proposal To Amend Definition of “Materiality” for US GAAP - As previously discussed in the September 1edition of Corporate & Financial Weekly Digest, the Financial Accounting Standards Board (FASB) had…more

C&DIs, Corporate Governance, Due Diligence, FinCEN, GAAP

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Corporate and Financial Weekly Digest, Featuring Topics on SEC/Corporate; Broker-Dealer; Derivatives; CFTC; UK, EU and Brexit Developments

BROKER-DEALER - FINRA Requests Further Comments on the Effectiveness and Efficiency of Its Payments for Market Making Rule - On November 28, as part a retrospective rule review, the Financial Industry Regulatory Authority…more

CFTC, CME, Commodities, Derivatives, FINRA

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Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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District Court Denies Distressed Funds the Right to Vote on Bankruptcy Plan

The US District Court for the Western District of Washington (the "District Court") recently affirmed a bankruptcy court decision that prohibited a transferee of a secured lender's interest in a loan from voting on a debtor's…more

Assignees, Commercial Bankruptcy, Debt, Lenders, Loan Agreements

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Sears Canada Files for CCAA Protection: A Distressed Investor's Overview of US Bankruptcy and Canadian Insolvency Law

On June 22, Sears Canada Inc. ("Sears Canada") and certain affiliates1 (collectively, the "Sears Canada Group") sought and obtained insolvency protection under the Companies' Creditors Arrangement Act (CCAA) from the Ontario…more

Affiliates, Bankruptcy and Insolvency Act (BIA), Bankruptcy Code, Canada, CCAA

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Municipal Advisors and "Bank Purchase" Bonds: What's All the Commotion About?

There has been a renewed focus in recent months on how to determine which regulatory regimes apply to the various parties involved in private placements of municipal debt. The very public controversy over the question of whether…more

See all updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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The FTC's Native Advertising Settlement With Lord & Taylor Highlights the Commission's Enforcement Priorities Under Its Recently Issued Guidance

On March 15, 2016, the Federal Trade Commission (FTC) announced a settlement with department store Lord & Taylor ("L&T") relating to native advertising for its Design Lab collection of clothing in various online materials,…more

FTC, Lord & Taylor, Misrepresentation, Native Advertising, New Guidance

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Corporate and Financial Weekly Digest - Volume XII, Issue 16

Final Report Issued by SEC-Government-Business Forum on Small Business Capital Formation - In March 2017, the Government-Business Forum on Small Business Capital Formation of the Securities and Exchange Commission published…more

Blockchain, Capital Raising, CTA, NASAA, SEC

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Reminder: Action Required by December 31 To Avoid Losing DMCA Safe Harbor Protection

On December 1, 2016, the US Copyright Office replaced its directory of designated agents for receipt of Digital Millennium Copyright Act (DMCA) notices of claimed infringement with a new electronic system. As part of this…more

Copyright, Copyright Infringement, Copyright Office, Designated Agent, DMCA

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Corporate and Financial Weekly Digest - Volume XII, Issue 21

SEC/CORPORATE - Delaware Chancery Court Decision Demonstrates Continuing Risk to “Appraisal Arbitrage” In a stark application of the adage that one should be careful what one wishes for—because one may get it—on May 30,…more

Appraisal, Arbitrage, MiFID II, No-Action Relief, Reporting Requirements

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Second Circuit Decision May Have Significant Implications for Whistleblowers and Their Employers

On September 10, 2015, the US Court of Appeals for the Second Circuit issued a decision with significant implications for purported whistleblowers and their employers—Berman v. Neo@Ogilvy LLC, WPP Group USA, Inc., No. 14-4626…more

Appeals, Disclosure, Dodd-Frank, Employer Liability Issues, Retaliation

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Sears Canada Files for CCAA Protection: A Distressed Investor's Overview of US Bankruptcy and Canadian Insolvency Law

On June 22, Sears Canada Inc. ("Sears Canada") and certain affiliates1 (collectively, the "Sears Canada Group") sought and obtained insolvency protection under the Companies' Creditors Arrangement Act (CCAA) from the Ontario…more

Affiliates, Bankruptcy and Insolvency Act (BIA), Bankruptcy Code, Canada, CCAA

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