Bracewell LLP

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711 Louisiana Street
Suite 2300
Houston, Texas 77002-2770, United States
Contact: Jay Plum, Director of Communications
Phone: (713) 221-1165
Fax: 1.800.404.3970
Areas Of Practice
  • Administrative Law
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Bankruptcy
  • Business Organizations
  • Business Torts
  • Class Action
  • Commercial Law & Contracts
  • Construction Law
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  • Environmental Law
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  • Real Estate
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  • Securities Law
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Other U.S. Locations
  • Connecticut
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  • United Arab Emirates
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Number of Attorneys
400+ Attorneys

House Unanimously Passes Music Modernization Act – Paves the Way for Major Updates to Digital Music Royalty Ecosystem

A major upgrade for music copyright and licensing laws is one step closer to reality with the U.S. House of Representative's unanimous passage of HR 5447, dubbed the Music Modernization Act ("MMA"), which is aimed at…more

Copyright, Digital Media, IP License, Legislative Agendas, Music

See all updates »

COVID-19 Preparedness

Employers across the world are responding to the developing information on the coronavirus (referred to as COVID-19). While there are many considerations, and many fact-specific considerations based on the nature of the…more

Coronavirus/COVID-19, Employer Liability Issues, Health and Safety, Human Resources Professionals, Infectious Diseases

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COVID-19 Impact on US Renewable Energy Projects

The COVID-19 pandemic is raising numerous concerns for renewable energy projects under development in the United States. First, will Congress address renewable energy industry concerns in the coming round of the COVID-19…more

Banks, Borrowers, Compliance, Contract Terms, Coronavirus/COVID-19

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Willfulness Not a Prerequisite for Trademark Infringer’s Profits

U.S. Supreme Court settles circuit split over whether plaintiffs must prove willful infringement in order to recover a defendant’s profits - The Supreme Court’s decision Thursday in Romag Fasteners, Inc. v. Fossil, Inc…more

§ 1125(a), § 1125(c), Appeals, Burden of Proof, Charge-Filing Preconditions

See all updates »

Tax Reform Preserves PABs, Axes Advance Refundings

On December 15, 2017, the conference committee on tax reform (the “Conference Committee”) released its Conference Report (the “Conference Report”) describing the agreements forged to reconcile differences between the respective…more

Corporate Taxes, Income Taxes, Legislative Agendas, Tax Deductions, Tax Exempt Entities

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NASDAQ Proposes Board Diversity Requirements

On December 1, 2020, the NASDAQ Stock Market LLC filed with the Securities and Exchange Commission a proposal to adopt rules that would require Nasdaq-listed companies, subject to certain exceptions, to (1) have at least two…more

Board of Directors, Diversity and Inclusion Standards (D&I), LGBTQ, Nasdaq, Proposed Rules

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Privacy Shield Invalidated by ECJ

On Thursday, July 16, the European Court of Justice (ECJ) ruled that the EU-US Privacy Shield is invalid. The ruling stems from the complaints filed with the Irish supervisory authority by Max Schrems regarding the transfer of…more

Data Collection, Data Privacy, Data Protection, EU-US Privacy Shield, European Court of Justice (ECJ)

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Supreme Court Rules that Trademark Tacking is a Question for Juries

Yesterday, the Supreme Court unanimously held in Hana Financial v. Hana Bank, 574 U.S. ___ (2015), that trademark tacking is a question for juries. Trademark tacking, or the ability to "tack" a new mark to an older mark in order…more

Hana Financial v Hana Bank, Jury Questions, Likelihood of Confusion, SCOTUS, Tacking

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OSHA’s Revised COVID-19 Guidance Highlights Employer Duties for Unvaccinated and At-Risk Workers

On June 10, 2021, shortly after issuing its Emergency Temporary Standard (“ETS”) for healthcare settings, OSHA updated its Guidance on Mitigating and Preventing the Spread of COVID-19 in the Workplace (“Updated OSHA Guidance”),…more

CDC, Coronavirus/COVID-19, Corporate Counsel, Employer Mandates, General Duty Clause

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SEC Updates Statistical Disclosure Requirements for Banking Registrants

On September 11, 2020, the Securities and Exchange Commission announced that it has adopted final rules to update and expand the statistical disclosures that bank and savings and loan registrants provide to investors, in its…more

Compliance, Disclosure Requirements, Final Rules, Investors, SEC

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Reverse Veil-Piercing Endorsed by Delaware Chancery Court

A recent decision in the Delaware Chancery Court broadens the risk of inter-corporate liability by endorsing the theory of “reverse” veil-piercing, where a plaintiff can reach down to the assets of a parent company’s…more

Appraisal, Corporate Counsel, Corporate Liability, Delaware, Piercing the Corporate Veil

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SEC Adopts Amendments to Modernize and Simplify Disclosure Requirements

The Securities and Exchange Commission has adopted final rules amending Regulation S-K and certain other rules and forms to modernize and simplify disclosure requirements. Among other matters, the amendments reduce and clarify…more

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

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Treasury and IRS Release Final Regulations on Qualifying Income, but Halted by Trump Moratorium

January 25, 2017 On January 19, 2017, the Department of the Treasury and the Internal Revenue Service (IRS) issued final regulations (Final Regulations) regarding qualifying income under Internal Revenue Code (Code) section…more

Final Rules, IRS, Minerals, Moratorium, Natural Gas

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Is the Opportunity Now a Reality? IRS and Treasury Release Second Tranche of Opportunity Zone Regulations

After months of waiting, the IRS and the Treasury Department have released a second set of proposed regulations (the “Second Tranche”) relating to the opportunity zone provisions enacted as part of the Tax Cuts and Jobs Act of…more

Capital Assets, Capital Gains, Community Development, Economic Development, Internal Revenue Code (IRC)

See all updates »

Revisiting Force Majeure and Other Contractual Considerations Amid COVID-19

In addition to the tragic human toll that it has caused, the coronavirus pandemic has also wreaked havoc on businesses throughout world, leaving countless companies and individuals unable to perform their contractual…more

Act of God, Coronavirus/COVID-19, Force Majeure Clause, Triggering Event

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Dallas Court of Appeals Reverses Partnership Verdict: Preliminary Agreements Precluded Partnership

On Tuesday, July 18, 2017, the Dallas Court of Appeals reversed a $535 million judgment against Enterprise Products Partners, L.P. (Enterprise), finding that unfulfilled conditions precedent in Enterprise’s written agreements…more

Appeals, Fiduciary Duty, Oil & Gas, Partnerships, Pipelines

See all updates »

SEC Approves PCAOB's New Rules on Auditor Reports

The Securities and Exchange Commission has approved the Public Company Accounting Oversight Board’s (PCAOB) proposed Auditing Standard 3101, The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses An…more

Amended Rules, Audit Reports, Auditors, Audits, Disclosure

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SEC Municipalities Continuing Disclosure Cooperation Initiative Targets Issuers and Underwriters with a “Prisoner’s Dilemma”

On March 10, 2014, the Enforcement Division of the Securities and Exchange Commission (SEC) announced the Municipalities Continuing Disclosure Cooperation Initiative (MCDC) – an offer for municipal issuers and their…more

Disclosure Requirements, EMMA, Municipal Securities Issuers, SEC, Underwriting

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SEC Gets Cyber-Serious About Disclosures

As cyberattacks continue to attract greater attention, the SEC has taken an additional step in its efforts to bring enforcement actions related to cyber disclosures. On June 14, the SEC announced settled charges against a real…more

Cease and Desist Orders, Cyber Attacks, Cybersecurity, Data Security, Disclosure Requirements

See all updates »

Modern Enforcement: Rolls-Royce’s $800 Million Global Settlement

Rolls-Royce plc, a UK-based company that manufactures engines and generators for the aerospace, defense, marine, and energy sectors, has agreed to pay over $800 million to resolve parallel investigations by U.S., UK, and…more

Automotive Industry, Brazil, Bribery, Corruption, Deferred Prosecution Agreements

See all updates »

Will Generic ESG Statements Lead to a Wave of Securities Litigation?

These days, it is commonplace for companies to commit to general concepts like “sustainability” or a “diverse workforce” in public statements and SEC disclosures. But when stock prices drop as a result of specific…more

Environmental Social & Governance (ESG), Public Statements, SEC, Securities Litigation, Stock Drop Litigation

See all updates »

Nigeria's upstream petroleum sector: looking back at 2020 and looking ahead in 2021

We review what happened in Nigeria’s upstream petroleum sector during the previous year – a year that saw a new marginal field bid round, an oil price crash and the onset of a terrible global pandemic. We also consider what we…more

Energy Sector, Natural Gas, Nigeria, Oil & Gas, Oil Prices

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Decommissioning Oil and Gas Wells in the UK – High Court Delivers Important Judgment with Ramifications for M&A Deals and the Provision of Decommissioning Security

In the recent case of Apache UK Investments Limited v Esso Exploration and Production UK Limited [2021] EWHC 1283 (Comm), the English High Court has delivered an important ruling which addresses the extent to which a prior owner…more

Decommissioned Facilities, Exxon Mobil, Offshore Drilling, Oil & Gas, Oil Wells

See all updates »

Treasury and IRS Release Final Regulations on Qualifying Income, but Halted by Trump Moratorium

January 25, 2017 On January 19, 2017, the Department of the Treasury and the Internal Revenue Service (IRS) issued final regulations (Final Regulations) regarding qualifying income under Internal Revenue Code (Code) section…more

Final Rules, IRS, Minerals, Moratorium, Natural Gas

See all updates »

DOJ Reveals Foreign Agent Cases Are Fara from Over

On March 6, Assistant Attorney General for National Security John C. Demers announced that the Department of Justice (“DOJ”) has designated a new deputy chief to lead the Foreign Agents Registration Act (“FARA”) unit and that…more

DOJ, Foreign Agents, Foreign Agents Registration Act (FARA), Foreign Governments, Foreign Nationals

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FDIC Action Encourages De Novo Bank Charter Applications

On April 6, 2016, the FDIC rescinded its 2009 Financial Institutions Letter concerning enhanced scrutiny for newly insured FDIC-supervised depository institutions. The 2009 Financial Institution Letter, among other things,…more

Banks, Depository Institutions, FDIC, State Charters

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FERC Issues Carbon Pricing Policy

On April 15, 2021, the Federal Energy Regulatory Commission (“FERC” or “Commission”) issued its much anticipated policy statement on carbon pricing in organized markets. The non-binding policy statement provides guidance…more

Carbon Pricing, Carbon Taxes, Federal Power Act, FERC, RTO

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Delaware Chancery Court Dismisses Challenge to MLP Drop Down Transaction

The Delaware Chancery Court recently dismissed a challenge to a transaction in which a master limited partnership (the "MLP") repurchased an interest in a crude oil pipeline in 2015 previously sold to its general partner (the…more

Bad Faith, Breach of Duty, Covenant of Good Faith and Fair Dealing, Dismissals, EBITDA

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EPA Approved Texas NPDES Oil and Gas Program Authorization on January 15, 2021

On January 15, 2021, Region 6 of the U.S. Environmental Protection Agency (“EPA”) approved the State of Texas’ October 12, 2020 submittal to the EPA requesting partial National Pollutant Discharge Elimination System (“NPDES”)…more

EPA, Federal Register, Hydrocarbons, Memorandum of Agreement, NPDES

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The Bipartisan SCALE Act: Increasing Investments in CCUS

Today, March 17, 2021, a bipartisan group of legislators introduced groundbreaking legislation aimed at advancing investments in large-scale carbon capture, utilization, and storage (CCUS) projects. The Storing CO2 and Lowering…more

Biden Administration, Carbon Capture and Sequestration, Clean Energy, Infrastructure, Investment

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What to Watch: Five Key Features of the Infrastructure Package

The President has announced more details regarding the new national infrastructure initiative that he referenced during his State of the Union address. The details suggest the Administration is taking a new approach to…more

Critical Infrastructure Sectors, Infrastructure, Infrastructure Financing, Innovative Technology, Legislative Agendas

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Fifth Circuit Sets New Framework for Fair Labor Standards Act Certification Analysis

Yesterday, the United States Court of Appeals for the Fifth Circuit rejected the commonly used and admittedly lenient Lusardi framework for Fair Labor Standards Act (FLSA) conditional certification and set a new framework for…more

Appellate Courts, Certifications, Collective Actions, FLSA, SCOTUS

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Texas Supreme Court Clarifies Spoliation Under Texas Law

After years of awaiting clarity from the Supreme Court of Texas regarding spoliation under Texas law, the Supreme Court issued a significant decision that will shift how Texas state courts handle civil jury instructions…more

Destruction of Evidence, Evidence, Spoliation

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Force Majeure and Material Adverse Change in Reserve Based Lending (RBL): When Two Black Swans Collide

A “black swan event” is an unpredictable event that is beyond what is normally expected and which has potentially severe consequences. Black swan events are characterised by their rareness and severity…more

Coronavirus/COVID-19, Energy Sector, Force Majeure Clause, Material Adverse Change Clauses (MACs), Oil & Gas

See all updates »

SEC Gets Cyber-Serious About Disclosures

As cyberattacks continue to attract greater attention, the SEC has taken an additional step in its efforts to bring enforcement actions related to cyber disclosures. On June 14, the SEC announced settled charges against a real…more

Cease and Desist Orders, Cyber Attacks, Cybersecurity, Data Security, Disclosure Requirements

See all updates »

Frequently Asked Questions About the SEC's New Rules Requiring Hyperlinked Exhibits in Exchange Act and Securities Act Filings

On March 1, 2017, the Securities and Exchange Commission adopted changes to rules and forms that will require companies to provide hyperlinks to the exhibits listed in the exhibit index in most reports and registration…more

Administrative Proceedings, EDGAR, Filing Requirements, Hyperlink, New Regulations

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Decommissioning Oil and Gas Wells in the UK – High Court Delivers Important Judgment with Ramifications for M&A Deals and the Provision of Decommissioning Security

In the recent case of Apache UK Investments Limited v Esso Exploration and Production UK Limited [2021] EWHC 1283 (Comm), the English High Court has delivered an important ruling which addresses the extent to which a prior owner…more

Decommissioned Facilities, Exxon Mobil, Offshore Drilling, Oil & Gas, Oil Wells

See all updates »

A Victim Of Its Own Success? Jordan Re-evaluates Its Power Generation Strategy

Jordan’s approach to the development of renewable energy generation infrastructure has long been regarded as a template for other governments in the region. Through leveraging its favourable geography and climate for wind and…more

Energy Efficiency, Energy Projects, Energy Sector, Energy Storage, Financial Institutions

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Stay-At-Home Orders – 10 Step Evaluation Process For Manufacturers

In the week following our initial client alert regarding the effect of government stay-at-home orders on your manufacturing operations, approximately 27 states (and many other local authorities) have implemented a version of a…more

Coronavirus/COVID-19, Manufacturers, Operators of Essential Services

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Singing the Same Claim Construction Tune: USPTO Adopts Federal Court Claim Construction Standard for AIA Proceedings

On October 11, 2018, the United States Patent and Trademark Office (USPTO) published notice of a final rule change adopting the claim construction standard applied by federal courts for use by the Patent Trial and Board (PTAB)…more

America Invents Act, Broadest Reasonable Interpretation Standard, Claim Construction, Covered Business Method Proceedings, Final Rules

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The Fifth Circuit Holds Bankruptcy Code Can Impair Claims and Make-Whole Provision May Not Be Enforceable

On January 17, 2019, the Fifth Circuit held that a creditor is not impaired for the purpose of voting on a plan if it is the Bankruptcy Code (as opposed to plan treatment) that impairs a creditor’s claim. The court further held…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Contract Terms, Creditors

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Second Circuit Says District Court Erred In Blocking SEC/Citigroup Settlement

The United States Court of Appeals for the Second Circuit yesterday vacated a closely-watched 2011 decision by U.S. District Court Judge Jed Rakoff rejecting a $285 million fraud settlement between Citigroup Inc. and the U.S…more

Chevron Deference, Citigroup, Collateralized Debt Obligations, Consent Decrees, Enforcement

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2019 Incentive Stock Option & Employee Stock Purchase Plan Reporting

Now that 2020 is almost here, corporations should be aware of IRS reporting requirements regarding certain 2019 stock transactions with their employees. Section 6039 of the Internal Revenue Code of 1986, as amended (the…more

Administrative Monetary Penalties, Employee Incentive Plans, Employee Stock Purchase Plans, Incentive Compensation, Internal Revenue Code (IRC)

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City of Houston Tightens Local Hazardous Materials Regulations

The early morning explosion at the Watson Grinding and Manufacturing site on January 24, 2020 continues to have an impact. The Houston City Council significantly amended the city's hazardous enterprises ordinance this week in an…more

Amended Regulation, Hazardous Substances, Local Ordinance, Texas

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Closing the Side Door – The Imperative of the College Admission Scandal

On March 12, 2019, the Justice Department unveiled its indictment and charges of 50 individuals involved in one of the most sweeping admissions scandals to hit higher education. Eight universities have been implicated in the…more

Bribery, Criminal Conspiracy, Criminal Liability, DOJ, Indictments

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Dallas Court of Appeals Reverses Partnership Verdict: Preliminary Agreements Precluded Partnership

On Tuesday, July 18, 2017, the Dallas Court of Appeals reversed a $535 million judgment against Enterprise Products Partners, L.P. (Enterprise), finding that unfulfilled conditions precedent in Enterprise’s written agreements…more

Appeals, Fiduciary Duty, Oil & Gas, Partnerships, Pipelines

See all updates »

Second Circuit Upholds Regulation BI

As we reported in a previous alert, Regulation Best Interest (“Regulation BI”) was recently challenged in the Second Circuit by seven states and the District of Columbia, as well as two groups of investment advisors. On Friday,…more

Compliance, Conflicts of Interest, Dodd-Frank, FINRA, Investment Advisers Act of 1940

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An Imperfect Match: Aligning the Deemed Dividend Rule with the Post-Tax Reform DRD

Eighteen months after the passage of the Tax Cuts and Jobs Act (TCJA or the Act), tax practitioners and taxpayers alike still are looking to Treasury for guidance to interpret and fill in gaps in the new tax laws. The hasty…more

Controlled Foreign Corporations, Corporate Taxes, Dividends, Final Report, IRS

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Equal Employment Opportunity Commission Announces EEO-1 Form Stay

On August 29, 2017, the Office of Management and Budget (OMB) announced that it is initiating a review and immediate stay of the effectiveness of the revised EEO-1 Form pay reporting requirements...…more

EEO-1, EEOC, OMB, Pay Data, Stays

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New CFPB Rules Threaten More Consumer Class Actions Against Financial Institutions

Recently, the Consumer Financial Protection Bureau (CFPB) announced that it is seeking public comment on proposed rules that would significantly change two aspects of consumer finance dispute resolution…more

Arbitration Agreements, Class Action Arbitration Waivers, Consumer Contracts, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB)

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Federal and State Infrastructure Projects in Mexico

Members of Bracewell’s Project Finance team recently visited financial institutions, consulting firms and law firms in Mexico City to gain a better understanding of the current trends related to infrastructure development and…more

Acquisitions, Federal Funding, Infrastructure, Mergers, Mexico

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Climate change disclosures for premium-listed companies on the London stock exchange

Climate change is now a regular feature of boardroom discussions. Companies have acknowledged that it will directly impact their business, with the former Bank of England Governor Mark Carney recently noting that “changes in…more

Climate Change, Corporate Governance, Environmental Social & Governance (ESG), Publicly-Traded Companies, Task Force on Climate-related Financial Disclosures (TCFD)

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UK Supreme Court Throws out the Nortel and Lehman Pension Baby Claims with the Bathwater

While the arrival of His Royal Highness Prince George Alexander Louis of Cambridge has dominated the British (and the world) headlines this week, the U.K. Supreme Court delivered its own long awaited bundle of joy earlier today…more

Corporate Restructuring, Insolvency, Lehman Brothers, Nortel, Pensions

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New Citywide Construction Fraud Task Force Promises Tough Enforcement

On August 5th, the Manhattan District Attorney (the "DA’s Office") announced the formation of a multi-agency Citywide Construction Fraud Task Force that will be spearheaded by prosecutors from the office. Its mission is simple:…more

Compliance, Construction Industry, Construction Litigation, Corruption, Davis-Bacon Act

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Re-Calculating Patent Term Adjustments Once Again

The Federal Circuit has adjusted the way we calculate Patent Term Adjustments (PTA) once again with its holdings in Novartis and Exelixis. The Federal Circuit held that the United States Patent and Trademark Office (USPTO) has…more

Exelixis, Novartis, Patent Term Adjustment, Patent Terms, Patents

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Vaccine Incentives: How Employers Can Encourage Employee Vaccination

As COVID-19 vaccines become available to broader groups during winter and spring 2021, employers are considering how they can encourage employees to get vaccinated. While the Equal Employment Opportunity Commission (EEOC) has…more

ADA, CDC, Civil Rights Act, Coronavirus/COVID-19, EEOC

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Class Actions Begin: Plaintiffs Target Banks for PPP Loan Processing

A number of class-action lawsuits have been filed targeting national and community banks for their processing of loans under the Small Business Administration’s Paycheck Protection Program (PPP). It is not surprising that…more

CARES Act, Class Action, Community Banks, Coronavirus/COVID-19, Paycheck Protection Program (PPP)

See all updates »

Texas Supreme Court Expands Upon the Rights of Oil and Gas Producers to Deduct Post-Production Costs in Burlington Resources Oil & Gas Company, L.P. v. Texas Crude Energy, LLC

To the relief of oil and gas producers, the Texas Supreme Court ruled on March 1, 2019, in Burlington Resources Oil & Gas Company, L.P. v. Texas Crude Energy, LLC (No. 17-0266), that post-production costs were rightfully…more

Appeals, Assignments, Contract Terms, Exploration and Production Assets, Mineral Leases

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PPP 2.0: Expanded Lending For New and Existing Borrowers

After months of stalled negotiations, Congress has passed sweeping new COVID-19 relief legislation that, among other things, revitalizes and revises the Paycheck Protection Program. The new legislation reopens the program to…more

Borrowers, Coronavirus/COVID-19, Loan Forgiveness, Loans, Paycheck Protection Program (PPP)

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Patentee's Day of Thanks Comes in Early November: Assessment of the USPTO's Recent Memorandum Regarding Patent Eligibility for Software Claims

A recent U.S. Patent & Trademark Office (USPTO) memorandum to the Patent Examining Corps, in combination with precedential cases from the Federal Circuit, provides positive guidance to owners of software patents and patent…more

CLS Bank v Alice Corp, Computer-Related Inventions, Judicial Exception, Myriad-Mayo, Patent-Eligible Subject Matter

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Advisory Firms Fined for Disseminating Misleading Performance Claims Made by Another Firm

On August 25, the U.S. Securities and Exchange Commission announced fines against 13 investment advisory firms for distributing false claims originally made by F-Squared Investments. In a prior SEC enforcement case, F-Squared…more

Enforcement Actions, Investment Adviser, Investors, SEC

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SEC Gets Cyber-Serious About Disclosures

As cyberattacks continue to attract greater attention, the SEC has taken an additional step in its efforts to bring enforcement actions related to cyber disclosures. On June 14, the SEC announced settled charges against a real…more

Cease and Desist Orders, Cyber Attacks, Cybersecurity, Data Security, Disclosure Requirements

See all updates »

Class Actions Begin: Plaintiffs Target Banks for PPP Loan Processing

A number of class-action lawsuits have been filed targeting national and community banks for their processing of loans under the Small Business Administration’s Paycheck Protection Program (PPP). It is not surprising that…more

CARES Act, Class Action, Community Banks, Coronavirus/COVID-19, Paycheck Protection Program (PPP)

See all updates »

Power Struggles: Maximizing Insurance Recoveries from Winter Storms

Record-breaking winter weather in Texas has had devastating impacts across the state, and challenges still remain. Millions of homes and businesses were without power, water, internet and other services, leaving employees unable…more

Business Expenses, Business Interruption, Business Losses, Civil Authority Coverage, FEMA

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Are the financial markets ready to weather the COVID-19 Storm?

The current COVID-19 pandemic is causing significant concern in the financial markets, reviving memories of the 2008 financial crisis. The sudden and almost complete shutdown of many non-essential businesses due to the mandatory…more

Business Closures, Business Interruption, Coronavirus/COVID-19, Dow Jones, Economic Downturn

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CARES Act Update: IRS Issues Guidance for Amending Partnership Tax Returns

On April 8, 2020, the IRS released Revenue Procedure 2020-23 (the Revenue Procedure), which provides guidance for partnerships subject to the centralized partnership audit regime under the Bipartisan Budget Act of 2015 (the BBA…more

Audits, Bi-Partison Balanced Budget Act (BBA), CARES Act, IRS, New Guidance

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Spin Me Right Round: Recent Developments Impacting Tax-Free Spin-Offs

In our recent article on spin-offs (click here), we discussed an announcement made by the Internal Revenue Service (IRS) signaling a change in the application of the active trade or business (ATB) requirement under Section 355…more

Active Trade or Business Test, Internal Revenue Code (IRC), IRS, Passive Foreign Investment Company, Section 355

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Trump Administration Publishes Final Revisions to NEPA Regulations

On July 16, 2020, the White House Council on Environmental Quality (“CEQ”) published its much anticipated final rule revising the regulations implementing the National Environmental Policy Act (“NEPA”). Since taking office, the…more

CEQ, Compliance, Environmental Impact Statements, Final Rules, NEPA

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The CFTC Proposes a New Approach to Federal Position Limits -- Will This One Stick?

At its open meeting held on January 30, 2020, the Commodity Futures Trading Commission (“CFTC” or “the Commission”) approved a proposed rulemaking to institute federal position limits in an effort to prevent excessive…more

Bona Fide Hedging, CFTC, Comment Period, Commodities Traders, Commodity Futures Contracts

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2020 Post-Election Analysis: Issue by Issue

FIRST 100 DAYS - As President-elect Biden stands poised to assume the office he has aspired to for the past three decades, he inherits a national crisis not unlike the one he stepped into as vice president nearly 12 years ago…more

Air Quality Standards, Biden Administration, China, Clean Power Plan, Clean Water Act

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SEC Leaders Ask Municipal Issuers for Voluntary COVID-19 Disclosure

On May 4, Securities and Exchange Commission Chairman Jay Clayton and Rebecca Olsen, Director of the SEC’s Office of Municipal Securities, issued a statement entitled “The Importance of Disclosure for our Municipal Markets”1…more

Coronavirus/COVID-19, EMMA, Municipal Securities Market, SEC, Securities Regulation

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Shareholders Seeking Books and Records Must Demonstrate Credible Basis to Infer Wrongdoing

On February 2, 2017, the Delaware Court of Chancery reaffirmed that shareholders seeking to inspect the books and records of Delaware corporations must demonstrate a credible basis to infer corporate wrongdoing. Accusations…more

Books & Records, Corporate Misconduct, Delaware General Corporation Law, Preponderance of the Evidence, Section 220 Request

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Supermajors, dividends and the energy transition

I am sitting in my garden at home on a sunny afternoon with a glass of white wine – and yes I had booked this day off as leave. I check my phone and see that all hell is breaking out on the news feeds. No, it’s not that we have…more

Dividends, Oil & Gas, Shell Oil

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FERC Enforcement – What to Expect in 2015

The Federal Energy Regulatory Commission’s (FERC’s) Office of Enforcement (Enforcement) recently released its annual report on enforcement activities for 2014. As is typical, Enforcement identified its primary concerns as…more

Annual Reports, CFTC, Energy Market, Enforcement Actions, Enforcement Statistics

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Biden Administration Prioritizes Increased and Broadened Anti-Corruption Enforcement

On June 3, 2021, the White House issued a memorandum announcing anti-corruption as a core national security interest. The memorandum explains that, “[c]orruption threatens United States national security, economic equity,…more

Anti-Bribery, Anti-Corruption, Anti-Money Laundering, Bank Secrecy Act, Biden Administration

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Texas Governor Allows Temporary Suspension of Certain Open Meeting Statutes

On March 16, 2020, Texas Governor Greg Abbott granted the Office of the Attorney General’s request for a temporary suspension of certain open meeting statutes. This temporary suspension allows for telephonic or videoconference…more

Coronavirus/COVID-19, Telecommuting, Texas, Videoconference

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Will Generic ESG Statements Lead to a Wave of Securities Litigation?

These days, it is commonplace for companies to commit to general concepts like “sustainability” or a “diverse workforce” in public statements and SEC disclosures. But when stock prices drop as a result of specific…more

Environmental Social & Governance (ESG), Public Statements, SEC, Securities Litigation, Stock Drop Litigation

See all updates »

COVID-19 Impact on US Renewable Energy Projects

The COVID-19 pandemic is raising numerous concerns for renewable energy projects under development in the United States. First, will Congress address renewable energy industry concerns in the coming round of the COVID-19…more

Banks, Borrowers, Compliance, Contract Terms, Coronavirus/COVID-19

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President Trump Extends and Expands Visa Restrictions

On June 22, 2020, President Donald Trump issued a proclamation extending and expanding existing restrictions on visas to enter the U.S. The White House also released a factsheet in connection with the proclamation, and that…more

Chamber of Commerce, Coronavirus/COVID-19, H-1B, H-2B, Immigration

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Willfulness Not a Prerequisite for Trademark Infringer’s Profits

U.S. Supreme Court settles circuit split over whether plaintiffs must prove willful infringement in order to recover a defendant’s profits - The Supreme Court’s decision Thursday in Romag Fasteners, Inc. v. Fossil, Inc…more

§ 1125(a), § 1125(c), Appeals, Burden of Proof, Charge-Filing Preconditions

See all updates »

Senate Finance Committee Mark Eliminates Advance Refundings, Silent on Private Activity Bonds

On November 9, 2017, the U.S. Senate Finance Committee released the Description of the Chairman’s Mark of the “Tax Cuts and Jobs Act” (the “Senate Finance Committee Mark”), which sets forth a summary of the proposed tax reform…more

501(c)(3), Debt Restructuring, Infrastructure Financing, Municipal Bonds, Proposed Legislation

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Predictable unpredictability: stranded assets and the scope for disputes under PSCs

In the current climate, many exploration and production companies are looking to reduce capital expenditure and to streamline their operations. They are also reassessing their demand and price forecasts and considering the…more

Capital Expenditures, Energy Exploration, International Energy Agency (IEA), Oil & Gas

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Supreme Court Rules That Arbitrators Must Decide Whether A Dispute Is Arbitrable, Not Courts, When The Contract So Provides

Yesterday January 8, 2019, in the first opinion issued by Justice Brett Kavanaugh, the United States Supreme Court held that courts may not use a “wholly groundless” exception to disregard contractual provisions delegating the…more

Appeals, Arbitration, Arbitration Agreements, Arbitrators, Contract Terms

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Post-Election Update 2016

The 2016 election results have significant implications for companies across a wide range of industry sectors. From environmental policy to financial services to tax reform, President-elect Trump has committed to sweeping action…more

Anti-Dumping Duty, Barack Obama, Budget Reconciliation, Clean Energy, Clean Power Plan

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Reverse Veil-Piercing Endorsed by Delaware Chancery Court

A recent decision in the Delaware Chancery Court broadens the risk of inter-corporate liability by endorsing the theory of “reverse” veil-piercing, where a plaintiff can reach down to the assets of a parent company’s…more

Appraisal, Corporate Counsel, Corporate Liability, Delaware, Piercing the Corporate Veil

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Nationwide Healthcare Prosecutions Targeting an Array of Practices . . . Is "Just The Beginning"

On July 13, 2017, the Department of Justice ("DOJ"), in conjunction with the Department of Health and Human Services ("HHS"), continued its annual tradition of coordinating the filing of charges and sweeping arrests in…more

Anti-Kickback Statute, Chiropractors, Criminal Prosecution, Department of Health and Human Services (HHS), DOJ

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Contractual Performance In The Age Of Coronavirus: Force Majeure, Impossibility And Other Considerations

The Coronavirus (COVID-19) pandemic is causing unprecedented disruptions to business operations on a global scale. As these disruptions continue, and the economic effects mount, more industries will be significantly impacted…more

Act of God, Contract Terms, Coronavirus/COVID-19, Force Majeure Clause, Infectious Diseases

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FY 2021 Sequestration Reduction Rate for Direct Pay Tax Credit Bonds Set at 5.7%

According to the IRS website, the sequester reduction rate applied to payments made to issuers of direct pay tax credit bonds in fiscal year 2021 will be 5.7 percent. This percentage will apply to all subsidy payments scheduled…more

Bonds, Direct Pay Bonds, Internal Revenue Code (IRC), IRS, Sequestration

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2020 Incentive Stock Option & Employee Stock Purchase Plan Reporting

Now that 2021 is here, corporations should be aware of IRS reporting requirements regarding certain 2020 stock transactions with their employees. Section 6039 of the Internal Revenue Code of 1986, as amended (the “Code”),…more

Employee Stock Purchase Plans, Form 3921, Incentive Stock Options, Internal Revenue Code (IRC), IRS

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OSHA’s Revised COVID-19 Guidance Highlights Employer Duties for Unvaccinated and At-Risk Workers

On June 10, 2021, shortly after issuing its Emergency Temporary Standard (“ETS”) for healthcare settings, OSHA updated its Guidance on Mitigating and Preventing the Spread of COVID-19 in the Workplace (“Updated OSHA Guidance”),…more

CDC, Coronavirus/COVID-19, Corporate Counsel, Employer Mandates, General Duty Clause

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Artists Beware - Second Circuit Holds That Andy Warhol’s “Prince Series” Is Not a “Fair Use” of Copyrighted Photograph

In a recent decision, Andy Warhol Found. for the Visual Arts, Inc. v. Goldsmith, the Second Circuit upset conventional thinking regarding the concept of “fair use” with wide ranging implications for artists and copyright owners…more

Appeals, Copyright, Copyright Infringement, Copyright Litigation, Copyright Ownership

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SEC Sends Warning Shot on COVID-Impact Disclosures

The Securities and Exchange Commission fired a warning shot last week to all public companies about the quality and accuracy of disclosures made regarding the impact of the COVID-19 pandemic on business operations. On December…more

Business Operations, Coronavirus/COVID-19, Disclosure Requirements, Liquidity, Publicly-Traded Companies

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SEC Underscores ESG Disclosure and Compliance Priorities

Since announcing the creation of its Climate and ESG Task Force on March 4, 2021, the Securities and Exchange Commission has continued to emphasize that environmental, social and governance (ESG) issues will take center stage…more

Climate Change, Compliance, Disclosure Requirements, Enforcement Actions, Environmental Social & Governance (ESG)

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Shareholders Seeking Books and Records Must Demonstrate Credible Basis to Infer Wrongdoing

On February 2, 2017, the Delaware Court of Chancery reaffirmed that shareholders seeking to inspect the books and records of Delaware corporations must demonstrate a credible basis to infer corporate wrongdoing. Accusations…more

Books & Records, Corporate Misconduct, Delaware General Corporation Law, Preponderance of the Evidence, Section 220 Request

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Khan Confirmation to FTC Foreshadows More Aggressive Antitrust Agenda

Earlier this week, Columbia Law School professor Lina Khan was confirmed by the U.S. Senate to fill the 5th seat on the Federal Trade Commission, giving Democrats a 3-2 majority on the competition and consumer protection agency…more

Administrative Appointments, Antitrust Litigation, Antitrust Provisions, Antitrust Violations, Enforcement Actions

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USPTO Extends Trademark And Patent Deadlines Due to Coronavirus Pandemic

As IP Offices around the world work to mitigate the impact of the global health threat, the U.S. CARES Act gives USPTO authority to extend statutory deadlines to help ease burden of IP owners affected by COVID-19 The…more

Appeals, CARES Act, Coronavirus/COVID-19, Deadlines, Filing Deadlines

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Texas Supreme Court Clarifies Scope of Property Owners' Statutory Protections

The Texas Supreme Court’s recent decision in Los Compadres Pescadores, L.L.C. v. Valdez provides new guidance regarding a commercial property owner’s protections against liability for injuries occurring on construction sites. …more

Contractors, New Guidance, Property Owners, Subcontractors, TX Supreme Court

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OCIE Releases Risk Alert Regarding the Fees and Expenses that Investment Advisers Charge Clients

The Office of Compliance Inspections and Examinations (OCIE) of the Securities and Exchange Commission (SEC) recently released a Risk Alert that highlights the most common compliance deficiencies relating to fees and expenses…more

Advisors Act, Billing, Disclosure Requirements, Fee Agreements, Fees

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2020 Post-Election Analysis: Issue by Issue

FIRST 100 DAYS - As President-elect Biden stands poised to assume the office he has aspired to for the past three decades, he inherits a national crisis not unlike the one he stepped into as vice president nearly 12 years ago…more

Air Quality Standards, Biden Administration, China, Clean Power Plan, Clean Water Act

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Can Foreign Partners Now Exit Partnerships Tax Free?

In Grecian Magnesite Mining v. Commissioner (“Grecian Magnesite”) the Tax Court held that a non-U.S. partner's gain from the redemption of its partnership interest was neither U.S. source income nor income effectively connected…more

Business Taxes, FIRPTA, Foreign Partner, Income Taxes, International Tax Issues

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LNG lockdown lessons: what next for the LNG industry post-COVID?

Despite the current challenges of the COVID-19 pandemic and low LNG prices, the future is bright for LNG.  Bracewell considers the impact of the COVID-19 pandemic, the lessons for the LNG sector and how the LNG SPAs of the…more

Climate Change, Coronavirus/COVID-19, Energy Sector, Natural Gas, Oil Prices

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FERC Staff Issues White Paper on Hybrid Resources; Seeks Industry Input

On May 26, 2021, Federal Energy Regulatory Commission (“FERC”) staff issued a white paper regarding the current status and use of hybrid resources – e.g., co-located generation and storage facilities – in wholesale markets,…more

Capacity Market, Energy Sector, Energy Storage, FERC, Interconnections

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Sales Tax Exemption for Manufacturing Held Inapplicable for Oil and Gas Equipment, but Questions Remain

Southwest Royalties, Inc. v. Hegar, No. 14-0743 (Tex. June 17, 2016)(“Southwest”), addresses the applicability of a sales tax exemption for property sold for use in manufacturing in the context of oil and gas production…more

Manufacturing Equipment, Oil & Gas, Personal Property, Sales Tax, Tangible Property

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New Requirements for Deducting Payments to Governmental Entities

Section 162(f) of the Internal Revenue Code of 1986 (the Code), as amended by the Tax Cuts and Jobs Act (the TCJA), limits the federal income tax deductibility of certain payments made to a government or governmental entity,…more

Criminal Prosecution, Environmental Violations, Government Entities, Internal Revenue Code (IRC), Reporting Requirements

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OECD announces Amendment to Arrangement on Officially Supported Export Credits

Effective as of 20 April 2021, an amendment to the Arrangement on Officially Supported Export Credits (TAD/PG(2020)1) (the “Arrangement”) was announced by the Organisation for Economic Co-operation and Development (“OECD”), in…more

Exports, Infrastructure, OECD, Request for Proposals

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Partes On! Survival of Inter Partes Review May Signal an SOS for Parties Entering the Uncharted Waters of Inter Partes Review in the Post-SAS World

The Supreme Court issued decisions in the cases of Oil States v. Greene’s Energy and SAS v. Iancu, addressing the constitutionality of inter partes review (“IPR”) and determining whether the Patent Trial and Appeal Board…more

Administrative Proceedings, America Invents Act, Article III, Constitutional Challenges, Inter Partes Review (IPR) Proceeding

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Supreme Court Upholds EPA's Cross State Air Pollution Rule (CSAPR)

In a 6-2 decision, the United States Supreme Court upheld EPA's justification for the Cross State Air Pollution Rule (CSAPR), breathing life back into the rule that had been vacated by the DC Circuit. The Court made several…more

Air Pollution, Clean Air Act, Cross-State Air Pollution, Environmental Policies, EPA

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Africa Energy Update

The latest news on legal and regulatory developments in Africa's energy sector with perspectives from our offices in London, New York and Seattle…more

Africa, Energy Sector, Foreign Investment, Liquid Natural Gas, Oil & Gas

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Winds of Change: Big Oil's Move into UK Offshore Wind

The rise of offshore wind - Offshore wind technology is becoming increasingly mainstream. In 2009, offshore wind represented only 1% of global wind generation capacity, a figure which had grown to 10% by 2019. In recent…more

Environmental Social & Governance (ESG), Infrastructure, Offshore Wind, Paris Agreement, Power Grid

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Khan Confirmation to FTC Foreshadows More Aggressive Antitrust Agenda

Earlier this week, Columbia Law School professor Lina Khan was confirmed by the U.S. Senate to fill the 5th seat on the Federal Trade Commission, giving Democrats a 3-2 majority on the competition and consumer protection agency…more

Administrative Appointments, Antitrust Litigation, Antitrust Provisions, Antitrust Violations, Enforcement Actions

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USDOL’s Final Salary Regulations: Impact on Exempt Employees and the Possibility of Future Litigation

On September 24, 2019, the U.S. Department of Labor (“USDOL”) announced its new Final Overtime Rule. The 2019 Final Rule comes in the wake of the heavily litigated salary threshold regulations issued by the Obama Administration…more

Bonuses, Department of Labor (DOL), Exempt-Employees, Final Rules, FLSA

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NASDAQ Proposes Board Diversity Requirements

On December 1, 2020, the NASDAQ Stock Market LLC filed with the Securities and Exchange Commission a proposal to adopt rules that would require Nasdaq-listed companies, subject to certain exceptions, to (1) have at least two…more

Board of Directors, Diversity and Inclusion Standards (D&I), LGBTQ, Nasdaq, Proposed Rules

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The Impact of the Tax Cuts and Jobs Act on Executive Compensation

On November 9, 2017, the House Ways and Means Committee approved the House’s version of the tax reform bill (the “House Bill”) and voted to report it to the House floor for a full House vote. On the same day, the Senate Finance…more

Compensation & Benefits, Deferred Compensation, Executive Compensation, Proposed Amendments, Section 162(m)

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The Bipartisan SCALE Act: Increasing Investments in CCUS

Today, March 17, 2021, a bipartisan group of legislators introduced groundbreaking legislation aimed at advancing investments in large-scale carbon capture, utilization, and storage (CCUS) projects. The Storing CO2 and Lowering…more

Biden Administration, Carbon Capture and Sequestration, Clean Energy, Infrastructure, Investment

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Closing the Side Door – The Imperative of the College Admission Scandal

On March 12, 2019, the Justice Department unveiled its indictment and charges of 50 individuals involved in one of the most sweeping admissions scandals to hit higher education. Eight universities have been implicated in the…more

Bribery, Criminal Conspiracy, Criminal Liability, DOJ, Indictments

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Go West? What the NYSE Has to Offer for Gulf IPOs

Saudi Aramco’s planned IPO has put the region’s companies in sharp focus for global investors. As GCC nations continue to experience shifts in economic activity, including less government spending, more companies (both state and…more

Board of Directors, Corporate Governance, Financial Statements, Foreign Investment, Foreign Private Issuers

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SEC Gets Cyber-Serious About Disclosures

As cyberattacks continue to attract greater attention, the SEC has taken an additional step in its efforts to bring enforcement actions related to cyber disclosures. On June 14, the SEC announced settled charges against a real…more

Cease and Desist Orders, Cyber Attacks, Cybersecurity, Data Security, Disclosure Requirements

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Treasury and the IRS Fuel Taxpayers' Confidence Regarding Section 45Q Credits following Call for Suspension of the Credits

On May 28, 2020, the Department of Treasury and the Internal Revenue Service (IRS) issued proposed regulations (Proposed Regulations) under Section 45Q of the Internal Revenue Code (Section 45Q) for the capture, utilization and…more

Audits, Carbon Capture and Sequestration, Compliance, EPA, Greenhouse Gas Emissions

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Guidance Recap for the Upcoming Annual Report and Proxy Season

As reporting companies advance in preparations of their 2019 annual report and 2020 proxy statement, this update includes a recap of some of the more significant disclosure rules adopted and other announcements published by the…more

Annual Reports, Corporate Governance, Disclosure Requirements, Fixing America’s Surface Transportation Act (FAST Act), Form 10-K

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Post-Election Update 2018

2018 MIDTERMS: The Power of Women, Possibility, and Partisan Rancor - The 2018 midterm elections showcased the power of women, both as candidates and as a key voting demographic. The elections represented a new political…more

Affordable Care Act, Attorney General, Climate Change, Department of Energy (DOE), Energy Sector

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FERC Enforcement – What to Expect in 2015

The Federal Energy Regulatory Commission’s (FERC’s) Office of Enforcement (Enforcement) recently released its annual report on enforcement activities for 2014. As is typical, Enforcement identified its primary concerns as…more

Annual Reports, CFTC, Energy Market, Enforcement Actions, Enforcement Statistics

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The 2020 Election: Previewing the Potential for Shifts in Labor & Employment Law

As Election Day approaches, employers nationwide consider the changes that may come with a victory by Senator Joseph Biden in the Presidential race and/or shift in representation in the U.S. Senate. While we cannot be certain…more

Collective Bargaining Agreements (CBA), Coronavirus/COVID-19, Department of Labor (DOL), EEOC, Equality Act

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Will Generic ESG Statements Lead to a Wave of Securities Litigation?

These days, it is commonplace for companies to commit to general concepts like “sustainability” or a “diverse workforce” in public statements and SEC disclosures. But when stock prices drop as a result of specific…more

Environmental Social & Governance (ESG), Public Statements, SEC, Securities Litigation, Stock Drop Litigation

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High Court Underscores Injury Requirement for Statutory Class Actions

In a critical ruling for businesses concerned by the threat of growing class-action litigation, the Supreme Court decided on May 16, 2016 that plaintiffs must allege a concrete injury-in-fact to maintain statutory class action…more

Article III, Class Action, FCRA, Injury-in-Fact, Pleading Standards

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COVID, Climate Change and ESG – The Future of Disclosures, SEC Enforcement, and Securities Litigation

There can be no doubt 2021 is already shaping up to be a watershed year, including on the SEC enforcement and securities litigation fronts. Pressure from all directions has been coalescing to drive change in the way companies…more

Biden Administration, Carbon Emissions, Climate Change, Coronavirus/COVID-19, Disclosure Requirements

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New York Adopts Delaware Standard for Going-Private Transactions

On May 5, 2016, the New York Court of Appeals affirmed the dismissal of a shareholder class action and formally adopted the standard of review for going-private transactions articulated by the Delaware Supreme Court in Kahn v. M…more

Appeals, Business Judgment Rule, Class Action, Dismissals, Duty of Care

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Surprise – EU Data Privacy Laws Could Impact You, Too!

On May 25, 2018, the European Union’s data privacy regime is getting an upgrade and like many operating system upgrades, the EU’s new approach (the General Data Protection Regulation, or GDPR) is designed to improve individual…more

Breach Notification Rule, Cybersecurity, Data Controller, Data Processors, Data Protection

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VAT and Customs Duty Increases in Saudi Arabia – Implications for Investment into the Kingdom

The old adage that nothing is certain except for death and taxes has, until recently, told only half the story in Saudi Arabia. As the world’s largest exporter of petroleum, the Kingdom has amassed such vast profits from the…more

Customs, Energy Sector, Exports, Foreign Investment, Infrastructure

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New York's Deadline to Comply With New Data Privacy Law Fast Approaching

The Stop Hacks and Improve Electronic Data Security Act (known as the SHIELD Act), signed into law by Governor Cuomo last year, comes into full effect on March 21, 2020. The Act’s expansive reach requires businesses in New York,…more

Cybersecurity, Data Breach, Data Security, Governor Cuomo, Gramm-Leach-Blilely Act

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2020 Post-Election Analysis: Issue by Issue

FIRST 100 DAYS - As President-elect Biden stands poised to assume the office he has aspired to for the past three decades, he inherits a national crisis not unlike the one he stepped into as vice president nearly 12 years ago…more

Air Quality Standards, Biden Administration, China, Clean Power Plan, Clean Water Act

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Texas Supreme Court Confirms General Waiver of Section 51.003 in Guaranty Agreements

On June 13, 2014, the Texas Supreme Court conclusively resolved the issue of whether a guarantor may generally waive his/her/its statutory right of offset under Section 51.003 of the Texas Property Code. In Moayedi v…more

Guarantors, Guaranty Claims, Lenders

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Many Companies With More Than 500 Employees Could Qualify For Stimulus Loans

As the nation scrambles to take advantage of the $2 trillion stimulus benefits in the CARES Act, numerous sources have stated that only businesses with 500 or fewer employees are eligible to apply for loans under the Act’s…more

CARES Act, Coronavirus/COVID-19, Financial Stimulus, NAICS, Paycheck Protection Program (PPP)

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SEC Expands Confidential Submission Process to All IPOs

The Staff of the Division of Corporation Finance of the Securities and Exchange Commission announced that it will permit all companies to submit draft registration statements relating to initial public offerings (IPOs) for…more

Confidential Documents, Corporate Governance, EDGAR, Emerging Growth Companies, Foreign Private Issuers

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SEC Adopts Amendments to Improve Financial Disclosures related to Acquisitions and Dispositions of Businesses, Update “Significant Subsidiary” Test

On May 21, 2020, the Securities and Exchange Commission adopted amendments to the rules that govern the financial disclosures registrants must make upon the acquisition or disposition of certain businesses. The Commission also…more

Acquisitions, Audits, Disclosure Requirements, Financial Statements, SEC

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SBA Issues Fresh Guidance and Streamlined Forgiveness Application

On June 16, the Small Business Administration released an updated PPP Loan Forgiveness Application (SBA Form 3508) and a simplified version for certain eligible borrowers (SBA Form 3508EZ), both reflecting program changes…more

Coronavirus/COVID-19, Interim Final Rules (IFR), Loan Forgiveness, New Guidance, Paycheck Protection Program (PPP)

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Supreme Court: Trademark Licenses Survive Bankruptcy Rejection

In an 8-1 decision, the Supreme Court settled a long-standing circuit split regarding the impact of bankruptcy filings on trademark licenses. Until May 20th, brand owners in some jurisdictions could use bankruptcy protections to…more

Bankruptcy Appellate Panel (BAP), Bankruptcy Code, Breach of Contract, Commercial Bankruptcy, Debtors

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UAE and Israel Sign Tax Treaty

On Monday, 31 May 2021, the UAE and Israel signed a tax treaty in order to boost economic cooperation. It is expected that, following ratification later this year, the treaty will come into effect on 1 January 2022. The move…more

Double Taxation, Israel, OECD, Tax Treaty, Trade Relations

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2020 Post-Election Analysis: Issue by Issue

FIRST 100 DAYS - As President-elect Biden stands poised to assume the office he has aspired to for the past three decades, he inherits a national crisis not unlike the one he stepped into as vice president nearly 12 years ago…more

Air Quality Standards, Biden Administration, China, Clean Power Plan, Clean Water Act

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FERC Enforcement – What to Expect in 2015

The Federal Energy Regulatory Commission’s (FERC’s) Office of Enforcement (Enforcement) recently released its annual report on enforcement activities for 2014. As is typical, Enforcement identified its primary concerns as…more

Annual Reports, CFTC, Energy Market, Enforcement Actions, Enforcement Statistics

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SEC Adopts Final Rules for Disclosure of Hedging Policies

The Securities and Exchange Commission recently approved final rules to require disclosure of hedging practices, implementing a Dodd-Frank Act mandate. New Item 407(i) of Regulation S-K requires a company to describe in its…more

Disclosure Requirements, Dodd-Frank, Emerging Growth Companies, Final Rules, Hedging

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Super Tax Exempt Limited Partners in Private Equity Funds: Impact on Solar Projects

Private equity and venture funds have been critical partners of the solar industry in recent years. Fund managers and the limited partners in their funds have sought broad exposure to solar assets—both utility scale and…more

Clean Energy, Income Taxes, Limited Partnerships, Private Equity, Solar Energy

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Manifest Disregard for the Law is Not a Ground for Vacating TAA Arbitration Awards

Last Friday, the Texas Supreme Court, in Hoskins v. Hoskins, No. 15-0046, --- S.W.3d --- (Tex. May 20, 2016), ruled that an arbitration award may not be vacated under the Texas Arbitration Act (“TAA”) on grounds other than those…more

Appeals, Arbitration, Arbitration Awards, Manifest Disregard, Split of Authority

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Super Tax Exempt Limited Partners in Private Equity Funds: Impact on Solar Projects

Private equity and venture funds have been critical partners of the solar industry in recent years. Fund managers and the limited partners in their funds have sought broad exposure to solar assets—both utility scale and…more

Clean Energy, Income Taxes, Limited Partnerships, Private Equity, Solar Energy

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Shelby County v. Holder Decision Has Broad Impact on Voting Rights Act Compliance

On June 25, 2013, the Supreme Court of the United States issued a landmark Voting Rights Act opinion that will impact all Texas governmental entities…more

Attorney General, SCOTUS, Shelby v Holder, Voting Rights Act

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Winds of Change: Big Oil's Move into UK Offshore Wind

The rise of offshore wind - Offshore wind technology is becoming increasingly mainstream. In 2009, offshore wind represented only 1% of global wind generation capacity, a figure which had grown to 10% by 2019. In recent…more

Environmental Social & Governance (ESG), Infrastructure, Offshore Wind, Paris Agreement, Power Grid

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SEC Leaders Ask Municipal Issuers for Voluntary COVID-19 Disclosure

On May 4, Securities and Exchange Commission Chairman Jay Clayton and Rebecca Olsen, Director of the SEC’s Office of Municipal Securities, issued a statement entitled “The Importance of Disclosure for our Municipal Markets”1…more

Coronavirus/COVID-19, EMMA, Municipal Securities Market, SEC, Securities Regulation

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Obligations of Good Faith in JOAs - The Impact of Recent Decisions on 'Relational Contracts'

In the international upstream oil and gas exploration and production industry, joint operating agreements (“JOAs”) are the key agreements which govern the terms upon which oil and gas companies regulate their upstream joint…more

Commercial Contracts, Contract Disputes, Contract Interpretation, Contract Terms, Energy Sector

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Post-Election Update 2016

The 2016 election results have significant implications for companies across a wide range of industry sectors. From environmental policy to financial services to tax reform, President-elect Trump has committed to sweeping action…more

Anti-Dumping Duty, Barack Obama, Budget Reconciliation, Clean Energy, Clean Power Plan

See all updates »

Delaware Supreme Court Applies Delaware Law Even When Insured Is Headquartered Elsewhere

In a unanimous decision, the Delaware Supreme Court recently held that Delaware law applies to a D&O policy issued to a Delaware corporation, ruling that the place of incorporation outweighed other factors such as where the…more

D&O Insurance, DE Supreme Court, Declaratory Judgments, Insurance Industry, Jurisdiction

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Aligning ESG and 10-K Disclosures: A Perspective from a Chief Legal Officer

To say the SEC has signaled increased attention to ESG matters would be an understatement. Between February 24th and April 12th of this year, the SEC has posted on its website five public statements and two press releases that…more

Climate Change, Corporate Counsel, Disclosure Requirements, Environmental Social & Governance (ESG), Form 10-K

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SEC Staff Revises Guidance on Shortened Debt Tender Offers, Expands Guidance to Cover Tender Offers for High-Yield Debt and Certain Exchange Offers

The staff of the Securities and Exchange Commission recently issued a no-action letter that substantially revises its long-standing guidance for shortened tender offers for non-convertible debt securities. The letter permits…more

Deadlines, No-Action Letters, Non-Convertible Debt Securities, SEC, Tender Offers

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Post-Election Update 2018

2018 MIDTERMS: The Power of Women, Possibility, and Partisan Rancor - The 2018 midterm elections showcased the power of women, both as candidates and as a key voting demographic. The elections represented a new political…more

Affordable Care Act, Attorney General, Climate Change, Department of Energy (DOE), Energy Sector

See all updates »

Nationwide Healthcare Prosecutions Targeting an Array of Practices . . . Is "Just The Beginning"

On July 13, 2017, the Department of Justice ("DOJ"), in conjunction with the Department of Health and Human Services ("HHS"), continued its annual tradition of coordinating the filing of charges and sweeping arrests in…more

Anti-Kickback Statute, Chiropractors, Criminal Prosecution, Department of Health and Human Services (HHS), DOJ

See all updates »

FERC Staff Issues White Paper on Hybrid Resources; Seeks Industry Input

On May 26, 2021, Federal Energy Regulatory Commission (“FERC”) staff issued a white paper regarding the current status and use of hybrid resources – e.g., co-located generation and storage facilities – in wholesale markets,…more

Capacity Market, Energy Sector, Energy Storage, FERC, Interconnections

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Broad Federal Support for Carbon Capture, Utilization and Storage May Lead to Greater Investment

Federal support for carbon capture, utilization and storage (“CCUS”) demonstrated over the last two months has generated even greater enthusiasm for carbon capture projects in the United States. First, in the final weeks of the…more

Bipartisan Budget Act, Carbon Capture and Sequestration, Consolidated Appropriations Act (CAA), Final Rules, Income Taxes

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SEC Proposes New Rules Requiring Universal Proxy Cards

On October 26, 2016, the U.S. Securities and Exchange Commission proposed changes to the proxy rules to require the use of universal proxy cards in contested director elections. Universal proxy cards would permit shareholders to…more

Director Nominations, Proposed Rules, SEC, Shareholder Votes, Shareholders

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SEC Updates Statistical Disclosure Requirements for Banking Registrants

On September 11, 2020, the Securities and Exchange Commission announced that it has adopted final rules to update and expand the statistical disclosures that bank and savings and loan registrants provide to investors, in its…more

Compliance, Disclosure Requirements, Final Rules, Investors, SEC

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Predictable unpredictability: stranded assets and the scope for disputes under PSCs

In the current climate, many exploration and production companies are looking to reduce capital expenditure and to streamline their operations. They are also reassessing their demand and price forecasts and considering the…more

Capital Expenditures, Energy Exploration, International Energy Agency (IEA), Oil & Gas

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NASDAQ Proposes Board Diversity Requirements

On December 1, 2020, the NASDAQ Stock Market LLC filed with the Securities and Exchange Commission a proposal to adopt rules that would require Nasdaq-listed companies, subject to certain exceptions, to (1) have at least two…more

Board of Directors, Diversity and Inclusion Standards (D&I), LGBTQ, Nasdaq, Proposed Rules