Orrick, Herrington & Sutcliffe LLP

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The Orrick Building
405 Howard Street
San Francisco, CA 94105-2669, United States
Phone: 415-773-5700
Fax: 415 773 5972
Practice Groups
Areas Of Practice
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Bankruptcy
  • Business Organizations
  • Commercial Law & Contracts
  • Constitutional Law
  • Criminal Law
  • Energy & Utilities
  • Finance & Banking
  • Government
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Privacy
  • Products Liability
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Toxic Torts
  • Transportation
See more
Locations
Other U.S. Locations
  • California
  • D.C.
  • Illinois
  • Massachusetts
  • New York
  • Oregon
  • Texas
  • Washington
  • West Virginia
Other Countries
  • Belgium
  • China
  • France
  • Germany
  • Italy
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  • United Kingdom
Number of Attorneys
1,000+ Attorneys

Arbitration Update: is DIAC Set to Become the Pre-Eminent Arbitral Institution for Disputes in the Middle East?

The Dubai International Arbitration Centre (“DIAC”) has issued the new DIAC Arbitration Rules 2022 (the “2022 Rules”). The 2022 Rules were approved by the DIAC Board of Directors and took effect from 21 March 2022. The aim of…more

Arbitration, Dispute Resolution, Dubai, Dubai International Arbitration Center (DIAC), International Arbitration

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CA Businesses Poised to Have CCPA Compliance Deadline Extended for B2B and Employee Data

The California legislature has passed AB 1281 to the Governor’s desk for signature and, given the absence of legislative opposition, it appears the bill is now well positioned to be signed into law. AB-1281 extends by one year…more

B2B Organizations, California Consumer Privacy Act (CCPA), Consumer Privacy Rights, Cybersecurity, Data Collection

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

See all updates »

Saudi Arabia's New Civil Code: A Closer Look at Liquidated Damages

The Kingdom of Saudi Arabia, through its new Civil Code, has again signaled its intention to welcome the international business community to contract in the Kingdom under the laws of its legal system. One aspect of the new Saudi…more

Civil Code, Construction Project, Energy Sector, Infrastructure, Saudi Arabia

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Energy Storage Update - 2018

Battery energy storage is the most significant development for the electric grid since the explosive growth in renewables deployment over the past decade. Efforts to promote energy storage are moving rapidly throughout the U.S.,…more

Capacity Market, Energy Market, Energy Sector, Energy Storage, Investment Tax Credits

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2024 Proxy Season Considerations: Officer Exculpation for Delaware Corporations

A change to DGCL Section 102(b)(7) that took effect last year permits Delaware corporations to eliminate or limit the personal liability of corporate officers for monetary damages to stockholders for breaches of their fiduciary…more

Corporate Governance, Proxy Advisors, Proxy Season, Proxy Voting Guidelines, Securities and Exchange Commission (SEC)

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Supreme Court Cautions Against Overly Broad Criminal Charging Decisions

The U.S. Supreme Court recently struck another blow against overcriminalization of federal criminal statutes, i.e., the application of criminal provisions in specific laws in ways that Congress never intended. The court’s…more

Criminal Convictions, Criminal Prosecution, Dubin v United States, Healthcare Fraud, Identity Theft

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Nuove misure in materia di crisi d'impresa

L’emergenza Covid 19 ha indotto il Governo a prorogare l’entrata in vigore della maggior parte dei contenuti del Codice della crisi e dell’insolvenza introdotto dal Dlgs. 14 del 2019 (il “Codice”) e a fornire alle imprese una…more

Commercial Bankruptcy, Coronavirus/COVID-19, Corporate Restructuring, Creditors, Debt Restructuring

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Families First Coronavirus Response Act: What Employers Need to Know (Updated)

On March 18, President Trump signed the Families First Coronavirus Response Act (FFCRA) into law. The FFCRA is effective April 1, 2020. The Department of Labor also issued guidance and detailed FAQs, addressing various…more

Coronavirus/COVID-19, EFMLA, Families First Coronavirus Response Act (FFCRA), Family and Medical Leave Act (FMLA), Paid Leave

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European Data Act: Harmonised Rules on Fair Access to and Use of Data

This Essential Guide to the European Data Act is part of Orrick's Cybersecurity & Privacy Compass Series. The Cybersecurity & Privacy Compass is your global guide to the evolving cybersecurity and privacy regulatory landscape…more

Cybersecurity, Data Privacy, Data Protection, Data Security

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Solar Circumvention Proceeding Update

On May 2, the U.S. Department of Commerce issued a memorandum to update litigation parties on developments in the on-going solar cell and panel circumvention proceeding..…more

Anti-Dumping Duty, Countervailing Duties, Energy Sector, Solar Energy, Solar Panels

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The False Claims Act in Cybersecurity Enforcement: Unsealed Complaint Signals Growing Use

A recently unsealed False Claims Act qui tam complaint against Penn State is the latest in line with DOJ’s Civil Cyber-Fraud Initiative. The case is United States ex rel. Matthew Decker v. Pennsylvania State University,…more

Controlled Unclassified Information (CUI), Cybersecurity, Defense Contracts, Department of Defense (DOD), DFARS

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The U.S. Supreme Court Rules That Securities and Exchange Commission ALJs Are Unconstitutionally Appointed

The U.S. Supreme Court ruled 7-2 that the Securities and Exchange Commission’s administrative law judges have been serving in violation of the Constitution. In Raymond J. Lucia v. SEC (No. 17-130), the Court held that SEC ALJs…more

Administrative Law Judge (ALJ), Administrative Proceedings, Appeals, Appointments Clause, Constitutional Challenges

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Don’t Panic: What Transacting Parties Should Know and Do About New U.S. Antitrust Merger Guidelines

The U.S. Department of Justice (DOJ) and Federal Trade Commission (FTC) have finalized their revamped Merger Guidelines. The 2023 iteration reflects hostility and skepticism toward M&A. Its impact on enforcement, however, is…more

Antitrust Provisions, Competition, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

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Supreme Court Cautions Against Overly Broad Criminal Charging Decisions

The U.S. Supreme Court recently struck another blow against overcriminalization of federal criminal statutes, i.e., the application of criminal provisions in specific laws in ways that Congress never intended. The court’s…more

Criminal Convictions, Criminal Prosecution, Dubin v United States, Healthcare Fraud, Identity Theft

See all updates »

The European Commission Adopts the EU-U.S. Data Privacy Framework

The European Commission today approved the long-awaited framework for data transfers to the United States. What is the decision about? Today's decision means that organisations subject to the GDPR can benefit from an adequacy…more

Data Privacy, Data Protection, Data Security, EU, European Commission

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Dismissing Securities Act Claims, California State Court Holds That Federal Forum Selection Provision in Delaware Corporate Charter Is Enforceable

On September 1, 2020, a California Superior Court judge in San Mateo County upheld a federal forum provision (“FFP”) in the charter of Delaware company Restoration Robotics, Inc., which mandated that stockholder claims under the…more

Certificates of Incorporation, Corporate Counsel, Delaware General Corporation Law, Forum Selection, PSLRA

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Soluzioni informatiche per la sottoscrizione elettronica di documenti

Nell'attuale contesto di emergenza sanitaria per la diffusione del COVID-19, tra le svariate attività divenute più complesse a seguito del protrarsi del periodo di lockdown, rientra per molti anche la sottoscrizione di documenti…more

Contract Drafting, Coronavirus/COVID-19, E-Signatures, Electronic Data Transmissions, Information Technology

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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Enforcement Uptick & Individual Accountability: Here’s What to Know from DOJ’s Updates to Enforcement Policies

The Department of Justice (“DOJ” or the “Department”)’s signals that it is doubling down on corporate criminal enforcement, including focusing on individual accountability, deserve close attention. The updates, announced by…more

Corporate Counsel, Corporate Culture, Criminal Investigations, Criminal Prosecution, Department of Justice (DOJ)

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Financial Projections in Fundraising: How Early-Stage Companies Can Mitigate Risk at a Time of Heightened Enforcement

The use of financial models and projections in fundraising by pre-revenue companies and those in the early and optimistic stages of their business cycle is almost universal. Often, companies disclose assumptions underlying the…more

Early Stage Companies, Initial Public Offering (IPO), Securities and Exchange Commission (SEC), Special Purpose Acquisition Companies (SPACs)

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Texas Supreme Court: Contracting Parties Can Negate The Formation Of A Partnership Through Contractual Conditions Precedent In Their Preliminary Agreements

The Texas Supreme Court issued an important ruling on Friday, January 31, 2020, on the formation of partnerships where parties have provided by contract specific conditions that must be satisfied before a partnership will be…more

Business Operations, Condition Precedent, Contract Formation, Contract Negotiations, Contract Terms

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Founder Series: Top Tips on Navigating a Down Round Financing

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Down Rounds, Early Stage Companies, Financing, Startups, Valuation

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Synesis: An Important “First” for the UK Sanctions Regime

Last month, judgment was handed down in the case of LLC Synesis v Secretary of State for Foreign, Commonwealth and Development Affairs [2023] EWHC 541 Admin. This is the first application brought under section 38 of the…more

Belarus, Belarus Sanctions, Cross-Border Transactions, Economic Sanctions, Human Rights

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Nuova Garanzia SACE a Condizioni di Mercato

L'articolo 17 del D.L. n. 50/2022 (c.d. Decreto Aiuti, convertito in legge n. 91/2022) ha delineato la cornice operativa entro la quale opererà la nuova garanzia SACE a condizioni di mercato, garanzia dello Stato a prima…more

Debt Financing, Debt Instruments, EU, Leveraged Finance, SACE Guarantee Scheme

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'Clawing Back' Executive Compensation: Companies Listed on the NYSE and Nasdaq Have Until December 1 to Adopt a Compensation Recovery Policy

Companies listed on the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) have until December 1 to adopt compliant clawback policies now that the SEC has approved listing standards the exchanges proposed. The SEC…more

Clawbacks, Nasdaq, NYSE, Securities and Exchange Commission (SEC)

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REMICs, Mortgage Loan Modifications and COVID-19

This memorandum discusses certain tax considerations in connection with forbearances, waivers and other modifications with respect to a mortgage loan that is held by a REMIC or about to be contributed to a REMIC, in light of the…more

Coronavirus/COVID-19, IRS, Loan Modifications, Mortgages, REMIC

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When the CFPB Investigates: Responding to a CFPB CID

Since opening its doors in July 2011, the Consumer Financial Protection Bureau (CFPB) has not been shy about initiating enforcement actions against companies and individuals subject to its authority, recovering billions of…more

Civil Investigation Demand, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Financial Services Industry

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U.S. Supreme Court Decision in Carson v. Makin Reconfirms Availability of Municipal Bond Financing for Religious Organizations

Historically, the ability of a governmental conduit issuer to issue bonds to facilitate a financing for a religious organization or a religiously affiliated school, university, senior housing facility or other nonprofit…more

Carson v Makin, Constitutional Challenges, Educational Institutions, Espinoza v Montana Department of Revenue, Establishment Clause

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Profiles in Innovation: Twist Bioscience’s Co-Founder Navigates Company from Start-up to Public Company

As a pioneer in DNA synthesis with several patents to her name, Dr. Emily Leproust could have enjoyed a distinguished career without ever leaving the lab. Instead she founded (and just took public) a company that promises to…more

Biotechnology, DNA, Emerging Growth Companies, Genetic Materials, Human Genes

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The UK’s Proposed Laws to Tackle Consumer Subscription Traps – 5 Things You Need to Know

On 25 April 2023, the United Kingdom (UK) government introduced the long-awaited Digital Markets, Competition and Consumers Bill (Bill) into Parliament. Along with some significant changes to the enforcement powers of the UK…more

Contract Terms, Digital Marketplace, New Rules, Online Contracts, Subscription Services

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South Carolina District Court Grants Summary Judgment for TCPA Defendant after Supreme Court’s Duguid Decision

A South Carolina federal district court recently granted summary judgment for a TCPA defendant in one of the first major lower court decisions following the Supreme Court's opinion in Facebook v. Duguid, which clarified (and…more

ATDS, Auto-Dialed Calls, Facebook Inc v Duguid, Random or Sequential Number Generator, Robocalling

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H-1B Lottery to Open on March 6 With Notable Changes

The annual H-1B electronic registration period (often known as the H-1B lottery) for Fiscal Year 2025 will open March 6 and run through 12 p.m. EST March 22. During this period, prospective H-1B employers and their…more

Foreign Nationals, Foreign Workers, H-1B, Immigrants, Immigration Procedures

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SEC Climate-Related Disclosure Rules: Highlights, Data Insights, and Key Action Items

The SEC has finalized its long-awaited climate-related disclosure rules. The final rules are consistent with what we believe institutional investors were looking for with respect to climate-related risk oversight and have many…more

Climate Change, Corporate Governance, Disclosure Requirements, Greenhouse Gas Emissions, Securities and Exchange Commission (SEC)

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Recent Changes to Italian Arbitration Law

As part of Italy’s National Recovery and Resilience Plan, the Italian Council of Ministers have approved Legislative Decree No. 149/2022 (the “Decree”) to amend the Italian Code of Civil Procedure (“ICCP”). The Decree has been…more

Arbitration, Arbitration Agreements, Dispute Resolution, International Arbitration, Italy

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CFPB Finalizes Rule on Credit Card Late Fees: What Companies Should Know

In its latest contribution to the Biden Administration’s campaign against “junk fees,” the CFPB has finalized a rule to limit credit card late fees. The rule slashes the late fee that larger issuers can charge under a…more

CARD Act, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Credit Cards, Final Rules

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The Coronavirus in the International Workplace – How do Multinational Employers React Appropriately? (Update #3)

This updated overview provides multinational employers practical advice to develop their coronavirus response strategy on an international level and to ensure a safe working environment for their employees under local employment…more

Coronavirus/COVID-19, Foreign Nationals, Foreign Workers, Infectious Diseases

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France Welcomes Foreign and Alternative Capital Providers with Latest Reform of Finance Sector

Long a cornerstone of the French banking system, the "French banking monopoly" largely prevents non-bank entities from lending money to French borrowers. Although French funds have been used as vehicles by alternative capital…more

Banking Sector, Commercial Bankruptcy, Corporate Structures, Corporate Taxes, Financial Markets

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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The Cares Act Summary

Employee Benefit Provisions in The Cares Act - To confront the COVID-19 pandemic, Congress passed the CORNAVIRUS AID, RELIEF, AND ECONOMIC SECURITY ACT (CARES ACT) on March 27, 2020. It expands access to retirement funds and…more

CARES Act, Coronavirus/COVID-19, Employee Benefits, Families First Coronavirus Response Act (FFCRA), Financial Stimulus

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U.S. Expands China-Related Export Controls Regarding Semiconductors and Semiconductor Manufacturing Equipment

On October 17, 2023, the U.S. Commerce Department’s Bureau of Industry Security (BIS) issued revised export control regulations intended to impede China’s efforts to obtain and produce advanced semiconductors. The new steps…more

Bureau of Industry and Security (BIS), Export Controls, Exports, Manufacturers, Semiconductors

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Yes For Affordable Housing – The Impact of Oregon’s Measure 102

Oregonians approved statewide ballot Measure 102 on November 6 and, in doing so, have provided local governments in Oregon with a powerful new tool to help address Oregon’s affordable housing crisis. The passage of Measure 102…more

Affordable Housing, Ballot Measures, Housing Market, Infrastructure, LIHTC

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Continuation Funds: A Continuing Trend

The historically illiquid private equity market has found a new path to tradability through the private equity secondaries market and continuation funds. The secondaries market was once a niche market characterized by distressed…more

Investment, Investors, Private Equity, Private Equity Funds

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Google Ireland Limited does not have permanent establishment in France

The Paris administrative court ruled on July 12th, 2017, that Google Ireland Limited did not have to pay $1.3 billion in back taxes in France for the period 2005-2010. The Irish company Google Ireland Limited sells digital…more

BEPS, Corporate Taxes, Double Taxation, France, Google

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Banking Agencies Issue Guidance on Managing Risks with Fintechs and Other Third Parties: How It May Affect Your Business

After a nearly two-year notice and comment period, the Comptroller of the Currency, Federal Deposit Insurance Corporation and Federal Reserve have published much-anticipated final guidance for banks on managing risks associated…more

Banking Sector, Banks, FDIC, Federal Reserve, OCC

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Using Qualified 501(c)(3) Private Activity Bonds to Finance Affordable Housing Projects in the District of Columbia

Certain 501(c)(3) organizations may finance affordable rental housing projects in the District of Columbia (the “District”) using tax-exempt “qualified 501(c)(3) bonds” without volume cap (“PABs”) issued through the District’s…more

501(c)(3), Affordable Housing, Bonds, Tax Exempt Entities

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NLRB Decision Establishes New Standards for Workplace Policies

This summer, the NLRB adopted a new standard for assessing the lawfulness of workplace policies. Overruling its 2017 decision in Boeing that relaxed scrutiny of workplace policies, the NLRB ruled in Stericycle that a workplace…more

Employer Liability Issues, Employment Policies, NLRA, NLRB, Section 7

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Adolph v. Uber: Sending Individual PAGA Claims to Arbitration Does Not Affect Plaintiffs’ Standing to Pursue a Representative PAGA Claim

The California Supreme Court issued its long-awaited ruling in Adolph v. Uber Technologies, Inc. on July 17, 2023, holding that an employee can pursue a non-individual representative action under the Private Attorneys General…more

Arbitration, Arbitration Agreements, CA Supreme Court, Employment Litigation, Federal Arbitration Act

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Top 4 Cybersecurity Takeaways from 2023

The average cost of a data breach has reached an all-time high of $4.45 million, according to IBM. Regulatory requirements, scrutiny, and enforcement have continued to expand. As we kick off 2024, here are the key action items…more

Cyber Attacks, Cybersecurity, Data Breach, Data Privacy, Data Protection

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DOJ Safe Harbor Policy for Mergers & Acquisitions Encourages Voluntary Disclosure

The Department of Justice (DOJ) recently unveiled a policy for voluntary disclosure of misconduct in mergers and acquisitions (M&A).  This is another in a series of recent initiatives relating to corporate compliance, including…more

Acquisitions, Corporate Misconduct, Department of Justice (DOJ), Mergers, Self-Disclosure Requirements

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Helferich Patent Licensing v. New York Times et al.: Federal Circuit Reverses District Court Summary Judgment Ruling Regarding Patent Exhaustion

In Helferich Patent Licensing LLC v. New York Times Co., 2015 U.S. App. LEXIS 2047 (Fed. Cir. Feb. 10, 2015), the Court of Appeals for the Federal Circuit ("CAFC") concluded that the judicially-created doctrine of patent…more

Appeals, New York Times, Patent Exhaustion, Patent Infringement, Patent Litigation

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P3 Infrastructure Assessment Grants: New DOT Grants to Help State and Local Governments Study P3 Possibilities

The Department of Transportation's Build America Bureau is soliciting applications until May 10 for grants intended to help state and local governments assess whether any of their assets would be viable for monetization in a…more

Department of Transportation (DOT), Grants, Infrastructure, Public Private Partnerships (P3s), Transportation Industry

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A Cloud on the Horizon: Trade Secret Theft in the Cloud

As cloud services have transformed modern business, they have also changed the way companies protect and enforce their trade secrets. Companies and their employees increasingly store data on cloud - based platforms. While…more

Best Practices, Cloud Computing, Cloud Service Providers (CSPs), Cloud Storage, Cybersecurity

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Adolph v. Uber: Sending Individual PAGA Claims to Arbitration Does Not Affect Plaintiffs’ Standing to Pursue a Representative PAGA Claim

The California Supreme Court issued its long-awaited ruling in Adolph v. Uber Technologies, Inc. on July 17, 2023, holding that an employee can pursue a non-individual representative action under the Private Attorneys General…more

Arbitration, Arbitration Agreements, CA Supreme Court, Employment Litigation, Federal Arbitration Act

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Five Things to Know about Green Hydrogen

Green hydrogen is increasingly viewed as the key to decarbonising hard-to-electrify sectors such as transportation and heavy industry. With governments announcing ambitious hydrogen policies as part of their net zero ambitions,…more

Clean Energy, Electricity, Energy Projects, Energy Sector, Environmental Social & Governance (ESG)

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RegFi Episode 25: Virtual Currencies: Exploring the Regulatory Landscape with Jerry Comizio

Jerry Comizio joins RegFi cohosts Jerry Buckley and Sherry Safchuk for a conversation about the intricate world of virtual currencies. Professor Comizio is Associate Director of the Business Law Program at American University’s…more

Blockchain, Cryptocurrency, Digital Assets, Digital Currency, Distributed Ledger Technology (DLT)

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Supreme Court False Claims Act Ruling May Affect Paycheck Protection Program Lenders

On June 1, the Supreme Court ruled that entities that submit false claims to the government can be liable if they subjectively believed the claims were false at the time of submission…more

False Claims Act (FCA), Financial Crimes, Financial Services Industry, Lenders, Paycheck Protection Program (PPP)

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Fari accesi sulle società di comodo nella UE

In data 22 dicembre 2021, la Commissione Europea ha adottato una Proposta di Direttiva finalizzata a contrastare l’uso improprio ai fini fiscali delle società di comodo residenti nei paesi dell’Unione (“Proposal for a Council…more

EU, European Commission, International Tax Issues, Member State, Shell Corporations

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Federal Reserve Requires Banks to Provide Notice Regarding Crypto-Asset-Related Activities

The Federal Reserve Board (“FRB”) announced a significant shift requiring FRB-supervised banking organizations to disclose any current crypto-asset-related activity and to notify FRB in advance of entering into any such business…more

Blockchain, Cryptoassets, Cryptocurrency, Digital Assets, Federal Reserve

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Startups in the UK: Navigating the Next Phase of Growth

In the second article of a two-part series, Jamie Moore, Kristy Hart, Kelly Hagedorn, Scott Morrison, Cameron Carr, Emma Cameron, Anna O’Kelly and Hanna Hewitt of Orrick explain the key issues and complexities that UK startups…more

Board of Directors, Breach of Duty, Business Formation, Fiduciary Duty, Shareholders

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OLNS#11 – Bridging the Pond – U.S. Venture Capital Deals from a German Market Perspective

In substantially all the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one of the top tech law firms in the world, we…more

Capital Raising, Investment, Investors, Private Equity, Startups

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Critical Full Service Restrictive Covenant Compliance: Orrick’s State-by-State Survey

We are seeing a steep increase in restrictive covenants legislation across the country with laws and enforceability widely varied from state to state. So how do companies that have seen their workforce distributed in more states…more

Confidential Information, Employer Liability Issues, Employment Contract, Non-Compete Agreements, Non-Solicitation Agreements

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Attention BAB Issuers: Extraordinary Optional Redemption is Available

For more than 10 years, as the subsidy for direct payment Build America Bonds (BABs) has been less than originally promised due to sequestration, issuers have wondered if sequestration constituted an “extraordinary event” that…more

American Recovery and Reinvestment Act, Bonds, Internal Revenue Code (IRC), Tax Refunds

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Open Source Software Licenses: Novel Case Explores Who Can Enforce Them

Companies (including through the use of AI) are increasingly reliant on open source software to expedite their software development. A recent case filed in California, SFC v. Vizio, calls upon the state court to interpret two…more

Intellectual Property Protection, Open Source Software, Smart Devices, Software, Software Developers

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COVID-19 and The Defense Production Act

On March 18, President Trump announced that he will invoke the Defense Production Act of 1950 (DPA), 50 U.S.C. § 4501 et seq., to cope with shortfalls of essential medical supplies in response to the COVID-19 pandemic. The DPA…more

Antitrust Immunity, Coronavirus/COVID-19, Defense Production Act, Manufacturing Facilities, Medical Supplies

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Youth Online Safety: Four Bills to Watch in Congress

Online safety for children and teens is squarely on the Congressional agenda. U.S. laws aimed at protecting kids online predate the age of social media and the creator economy, and many state and federal legislators have been…more

COPPA, Data Privacy, Mobile Apps, Online Safety for Children, Websites

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Data Privacy & Cybersecurity Alert

In data 7 aprile 2022 l’Autorità Garante per la Protezione dei Dati Personali (“Garante”) ha emesso un’ordinanza nei confronti di una società finanziaria con la quale le ingiungeva il pagamento di una sanzione di euro 10.000 per…more

Cybersecurity, Data Collection, Data Privacy, Data Protection, Data Security

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Recent SEC Financial Reporting Settlement Reflects the Growing Value of Early Self-Reporting and Cooperation

Among the worst nightmares of public company executives may be reports of possible accounting errors in earlier periodic filings or alleged employee manipulation of numbers. What to do? The historical playbook is well known…more

Financial Reporting, Form 8-K, Securities and Exchange Commission (SEC), Self-Reporting

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Developments In Consumer Class Actions In The Seventh Circuit

In four decisions from the past few months, the Seventh Circuit has staked out positions on several cutting-edge consumer class action issues. See In re: Subway Footlong Sandwich Marketing & Sales Practice Litig., 869 F.3d 551…more

Appeals, Class Action, Class Certification, Class Member Compensation, Fast-Food Industry

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Event Planning: Risk Mitigation Factors a Company Should Consider When Planning an Event

Organizations host events that vary in scale, scope and logistics. Teams put enormous resources into planning to ensure a successful event. Unfortunately, an unanticipated accident or other catastrophic incident can negatively…more

Employer Liability Issues, Risk Assessment, Risk Management, Risk Mitigation

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Public Charter Schools: Borrowing With Tax-Exempt Bonds (Third Edition)

The main purpose of this booklet is to provide public charter schools and their stakeholders relevant information about the benefits of tax-exempt financing. …more

Charter Schools, Enforcement Authority, Investment, Public Finance, Public Schools

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Life Sciences Snapshot – A Quarterly Report on Financing Trends – Q1 2024

This report series examines quarterly trends in life sciences venture investment. Key findings for Q4 2023 include: • Life sciences VC deal value in Q4 2023 totaled $6.6 billion, representing a 25.0% decrease from the prior…more

Biotechnology, Investment, Life Sciences, Pharmaceutical Industry, Prescription Drugs

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Israel-Hamas War: SEC Disclosure and Governance Considerations

The Hamas terrorist attacks in Israel on October 7th and the Israel-Hamas War have had devastating impacts and threaten to destabilize the region, creating a number of challenges for a wide range of companies. Public companies…more

Corporate Governance, Disclosure Requirements, Form 10-K, Form 10-Q, Form 8-K

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Class Action Plaintiffs Continue Attack on Residential Rent Late Fees

Plaintiffs’ lawyers have recently taken aim at REITS and other owners and managers of multi-family property portfolios - filing class action lawsuits seeking damages and to invalidate late fee charges imposed under residential…more

Class Action, Damages, Late Fees, Liquidated Damages, Penalties

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PAGA Claims May Proceed Despite Arguments That Trying Them Could Be ‘Unmanageable,’ California Supreme Court Rules

The California Supreme Court has determined that trial courts lack the authority to strike claims brought under California’s Private Attorneys General Act (PAGA) on the grounds that trying them would be unmanageable…more

CA Supreme Court, Class Action, Employer Liability Issues, Employment Litigation, Labor Code

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SEC Final SPAC Rules: Key Takeaways

The Securities and Exchange Commission (the “SEC”) has finalized its long-awaited rules regarding special purpose acquisition companies (“SPAC”). So, what are the key aspects of these rules that SPAC market participants should…more

Disclosure Requirements, Final Rules, Initial Public Offering (IPO), Investment Company Act of 1940, Securities Act of 1933

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Final Tax Regulations Offer More Certainty to Opportunity Zone Fund Managers and Investors

Opportunity Zone (or “OZ”) investment was hailed in 2018 and 2019 as the hottest and most innovative way of attracting significant private capital to distressed communities in the United States and its territories by offering…more

Capital Gains, Community Development, Critical Infrastructure Sectors, Economic Development, Fund Managers

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New York Department of Financial Services Finalizes Amended Cybersecurity Regulations

On November 1, the New York Department of Financial Services (NYDFS) amended its cybersecurity regulations to set additional notification, administrative, training and technical requirements. The Amended Cybersecurity…more

Banking Sector, Cybersecurity, Data Protection, Financial Institutions, Financial Services Industry

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Protecting IP in a COVID-19 Remote-Work-World

Even before the COVID-19 pandemic, many employers offered remote work options. Now employers all over the world are encouraging or requiring their employees to work remote from home…more

Confidential Information, Confidentiality Agreements, Employee Training, Information Governance, Intellectual Property Protection

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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Kirschner Court Adopts Fact Specific Analysis to Conclude That Loans Are Not Securities

The United States Court of Appeals for the Second Circuit recently affirmed the 2020 Kirschner v. JP Morgan Chase Bank, N.A. ruling that a secured $1.775 billion syndicated term loan to Millennium Laboratories LLC (Millennium)…more

Borrowers, Investors, Loans, Syndicated Loans

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Biden Directs Attorney General to Restrict Transfer of Sensitive Personal Data to Countries of Concern

On February 28, 2024, President Biden issued Executive Order 14117, calling for new regulations to prohibit or restrict transactions that enable countries of concern to access sensitive U.S. personal and government data. The…more

Cybersecurity, Cybersecurity Information Sharing Act (CISA), Data Privacy, Data Protection, Data Security

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School Bond Election Timeline for 2024 Election

For school districts and community college districts considering 2024 bond elections, remember that the March 2024 primary election is fast approaching! Even if you are planning for November 2024, it's never too early to get…more

Primary Elections, Public Finance, Public Schools, School Bonds, School Districts

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Antitrust Judgment-Sharing Agreements Remain Viable (For Now) After Supreme Court Denies Certiorari

The U.S. Supreme Court declined to review a district court decision upholding the validity and enforceability of a judgment-sharing agreement (JSA) among defendants in an antitrust civil price fixing action…more

Antitrust Litigation, Antitrust Provisions, Certiorari, SCOTUS, Sherman Act

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CFPB Finalizes Rule on Credit Card Late Fees: What Companies Should Know

In its latest contribution to the Biden Administration’s campaign against “junk fees,” the CFPB has finalized a rule to limit credit card late fees. The rule slashes the late fee that larger issuers can charge under a…more

CARD Act, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Credit Cards, Final Rules

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How to Move to Remote Work and Comply with U.S. Privacy and Cybersecurity Laws

Cybercriminals are known to attack networks and individuals at inopportune times of crisis—and the coronavirus pandemic unfortunately presents just such an opportunity as millions are accessing corporate networks and databases…more

Coronavirus/COVID-19, Cybersecurity, Data Protection, Electronic Protected Health Information (ePHI), Federal Trade Commission (FTC)

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Le modifiche in materia di quantificazione del risarcimento dei danni nelle azioni di responsabilità contro gli amministratori

Il decreto legislativo n. 14 del 12 gennaio 2019, recante il "Codice della crisi di impresa e dell'insolvenza", varato dal Governo (il "Decreto") in attuazione della legge delega n. 155/2017 ("Legge Delega") e pubblicato sulla…more

Corporate Dissolution, Corporate Governance, Damages, Insolvency, Italy

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Managing Legal Risk in Marketing and Advertising: 5 Things Companies Should Know

Most companies follow a few key rules to market their offerings: Advertisements should be truthful and should not mislead consumers. Advertisements and the products being marketed should not harm consumers. Advertisers should…more

Advertising, Brand, Marketing, New Regulations, Popular

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Ex-ante Notification Obligations Came Into Force and Should Be Complied With at All Costs

On 12 October, the next chapter of the EU’s fight against distortive subsidies opened, with ex-ante notification obligations for concentrations and bids in public procurement procedures involving subsidies by non-EU countries…more

Acquisitions, EU, European Commission, Foreign Subsidies, Mergers

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Walking the Line: Employers Caught in the Middle of Discrimination Lawsuits

Earlier this month, The Walt Disney Company (“Disney”) became the latest company to face simultaneous allegations that they discriminate both against and in favor of women. On February 14, 2024, America First Legal Foundation…more

Employer Liability Issues, Employment Discrimination, Employment Litigation, Equal Employment Opportunity Commission (EEOC), Hiring & Firing

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Tech Exit Series - The Tech Company Exit Process: Initial Considerations

Orrick's Tech Exit Series suggests top tips for tech companies looking towards an exit. Our market-leading London M&A and Private Equity team writes instalments in the series with contributions from specialists across our…more

Acquisitions, Buyers, Investors, Mergers, Sellers

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Prevailing Wage and Apprenticeship Requirements: Treasury Department and IRS Propose Regulations for Clean Energy Projects Under the Inflation Reduction Act

The Department of the Treasury and Internal Revenue Service (IRS) published proposed regulations (the “Proposed Regulations”) providing further guidance on the prevailing wage and apprenticeship requirements for clean energy…more

Apprenticeships, Clean Energy, Energy Projects, Inflation Reduction Act (IRA), IRS

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New York Price Gouging Rules: 8 New Policies Businesses Need to Know

In June 2020, former Governor Andrew Cuomo signed into law legislation amending New York’s price gouging statute. One provision granted the attorney general broad authority to promulgate rules “necessary to effectuate and…more

Antitrust Provisions, Goods or Services, New York, Price Gouging, Price-Fixing

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'Clawing Back' Executive Compensation: Companies Listed on the NYSE and Nasdaq Have Until December 1 to Adopt a Compensation Recovery Policy

Companies listed on the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) have until December 1 to adopt compliant clawback policies now that the SEC has approved listing standards the exchanges proposed. The SEC…more

Clawbacks, Nasdaq, NYSE, Securities and Exchange Commission (SEC)

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P3 Infrastructure Assessment Grants: New DOT Grants to Help State and Local Governments Study P3 Possibilities

The Department of Transportation's Build America Bureau is soliciting applications until May 10 for grants intended to help state and local governments assess whether any of their assets would be viable for monetization in a…more

Department of Transportation (DOT), Grants, Infrastructure, Public Private Partnerships (P3s), Transportation Industry

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Federal Circuit Makes Way For FUCT, Striking Down The Statutory Bar On Immoral Or Scandalous Trademark Registrations As Unconstitutional

On December 15, the U.S. Court of Appeals for the Federal Circuit struck down the Lanham Act's ban on registering immoral or scandalous trademarks as unconstitutional on First Amendment grounds in In re Brunetti, --- F.3d ----…more

Appeals, Disparagement, Fashion Branding, Fashion Industry, First Amendment

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Tech Exit Series - The Tech Company Exit Process: Initial Considerations

Orrick's Tech Exit Series suggests top tips for tech companies looking towards an exit. Our market-leading London M&A and Private Equity team writes instalments in the series with contributions from specialists across our…more

Acquisitions, Buyers, Investors, Mergers, Sellers

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California Requires Large Companies to Disclose Certain Climate Change-Related Information

Starting in 2026, large companies doing business in California need to comply with new climate change-related disclosure requirements described in two separate bills (S.B. 253 - Climate Corporate Data Accountability Act (CCDAA)…more

Carbon Emissions, Climate Change, Disclosure Requirements, Greenhouse Gas Emissions

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Outline for Discussion of New Issue Price Rules

New tax rules relating to establishing the issue price of publicly offered tax-exempt bonds become effective soon. This outline describes the new issue price rules, provides a high-level strategic analysis to help guide a…more

Bond Markets, Bonds, Initial Public Offering (IPO), Investment, Issue Price

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Intellectual Property Assignments from Software Developers: Key Provisions in France, Germany, the United Kingdom, and United States

With the rise in multinational technology companies, including startups, it is increasingly common for those companies to use software developers located in countries around the world. Securing an assignment of all intellectual…more

Copyright, Intellectual Property Protection, Software, Software Developers

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Regulation AB II – Final Rules

On August 27, 2014, the Securities and Exchange Commission unanimously voted to adopt a package of new and amended rules governing the registration, offering process, disclosure and reporting for SEC registered asset-backed…more

Asset-Backed Securities, Disclosure Requirements, Final Rules, Market Participants, Regulation AB

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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Supreme Court Eliminates Jurisdictional Escape Hatch To The Class Action Fairness Act

The U.S. Supreme Court’s decision in Standard Fire Insurance Co. v. Knowles confirms that a plaintiff cannot avoid federal jurisdiction under the Class Action Fairness Act (“CAFA”) by stipulating that the class will seek less…more

Amount in Controversy, CAFA, Class Action, Class Certification, Damages

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REMICs, Mortgage Loan Modifications and COVID-19

This memorandum discusses certain tax considerations in connection with forbearances, waivers and other modifications with respect to a mortgage loan that is held by a REMIC or about to be contributed to a REMIC, in light of the…more

Coronavirus/COVID-19, IRS, Loan Modifications, Mortgages, REMIC

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7 Things You Need to Know About the Final CCPA Regulations

Almost 9 months after the California Privacy Protection Agency (CPPA) began the formal rulemaking process, the initial set of regulations under the California Privacy Rights Act (CPRA) finally became effective on March 29, 2023…more

California Consumer Privacy Act (CCPA), California Privacy Protection Agency (CPPA), Consumer Privacy Rights, Corporate Counsel, Cybersecurity

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Court Awards $3M Sanction and Adverse Inference for Spoliation in Antitrust Case

On July 6, 2016, Judge Leonard P. Stark, of the federal district court in Delaware, ordered a $3 million punitive monetary sanction, and an adverse inference jury instruction, against antitrust defendant Plantronics after…more

Antitrust Violations, Corporate Counsel, Destruction of Evidence, Document Destruction, Document Preservation Notices

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Kirschner Court Adopts Fact Specific Analysis to Conclude That Loans Are Not Securities

The United States Court of Appeals for the Second Circuit recently affirmed the 2020 Kirschner v. JP Morgan Chase Bank, N.A. ruling that a secured $1.775 billion syndicated term loan to Millennium Laboratories LLC (Millennium)…more

Borrowers, Investors, Loans, Syndicated Loans

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The French Data Protection Authority Publishes a Q&A to Recall the Main Characteristics of the Right to De-listing

On April 7, 2020, the French Data Protection Authority (the CNIL) published on its website a Q&A on the right to de-listing. The right to de-listing enables a data subject to request from a search engine to remove one or several…more

CNIL, Consumer Privacy Rights, Data Collection, Data Privacy, France

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Don’t Let Perks Become Pitfalls: Key Questions to Consider When Granting Equity to Non-Employees

Equity compensation is an effective way to attract and retain talent without materially reducing a company’s cash flow. That said, noncompliance with local laws could end up costing a company in the long run…more

Employee Benefits, Equity Compensation, Stock Options

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Event Planning: Risk Mitigation Factors a Company Should Consider When Planning an Event

Organizations host events that vary in scale, scope and logistics. Teams put enormous resources into planning to ensure a successful event. Unfortunately, an unanticipated accident or other catastrophic incident can negatively…more

Employer Liability Issues, Risk Assessment, Risk Management, Risk Mitigation

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U.S. Supreme Court Decision in Espinoza v. Montana Department of Revenue Confirms Availability of Municipal Bond Financing for Religious Organizations

Historically, the ability of a governmental conduit issuer to issue bonds to facilitate a financing for a religious organization or a religiously affiliated school, university, senior housing facility or other nonprofit…more

Compelling Governmental Interest, Constitutional Challenges, Espinoza v Montana Department of Revenue, Establishment Clause, Free Exercise Clause

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Gaming & Gambling Update – Week of February 12, 2024

Welcome to Orrick’s new Gaming & Gambling Update! We aim to share a sampling of the latest legislative, regulatory and legal developments in the gaming and gambling market. Of course, if you have questions or would like further…more

Gambling, Gaming, Sports Betting, State and Local Government

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H-1B Lottery to Open on March 6 With Notable Changes

The annual H-1B electronic registration period (often known as the H-1B lottery) for Fiscal Year 2025 will open March 6 and run through 12 p.m. EST March 22. During this period, prospective H-1B employers and their…more

Foreign Nationals, Foreign Workers, H-1B, Immigrants, Immigration Procedures

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ICO Issues Draft Guidance On Biometric Personal Data

The ICO has issued a draft guidance on using biometric data and technologies. Who is the guidance aimed at? If your organisation develops or uses biometric technologies, you should familiarise yourself with this guidance…more

Biometric Information, Data Collection, General Data Protection Regulation (GDPR), Information Commissioner's Office (ICO), Personal Data

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Texas School Bond Election Timeline for November 2022 Elections

For school districts and community college districts considering November 8, 2022 bond elections. The statutory deadline to adopt the Election Order is Monday, August 22, 2022…more

Bonds, Community Colleges, Municipalities, Public Finance, School Districts

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Walking the Line: Employers Caught in the Middle of Discrimination Lawsuits

Earlier this month, The Walt Disney Company (“Disney”) became the latest company to face simultaneous allegations that they discriminate both against and in favor of women. On February 14, 2024, America First Legal Foundation…more

Employer Liability Issues, Employment Discrimination, Employment Litigation, Equal Employment Opportunity Commission (EEOC), Hiring & Firing

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New York Non-Compete Law: What It Would Do

Legislators in New York have passed a bill that would prohibit non-compete agreements. Governor Kathy Hochul has expressed support for “banning agreements that limit workers’ ability to move and work freely,” but it is unclear…more

Employer Liability Issues, Employment Contract, Non-Compete Agreements, Restrictive Covenants, State Labor Laws

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2024 Proxy Season Considerations: Officer Exculpation for Delaware Corporations

A change to DGCL Section 102(b)(7) that took effect last year permits Delaware corporations to eliminate or limit the personal liability of corporate officers for monetary damages to stockholders for breaches of their fiduciary…more

Corporate Governance, Proxy Advisors, Proxy Season, Proxy Voting Guidelines, Securities and Exchange Commission (SEC)

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Inflation Reduction Act Levels Renewable Energy Playing Field for Tax-Exempt Entities

Historically, only taxpaying entities could take advantage of federal tax credits for renewable energy and other qualifying projects. Tax-exempt entities, such as municipal utilities and rural electrical cooperatives, as well as…more

Department of Energy (DOE), Energy Projects, Energy Sector, Inflation Reduction Act (IRA), Investment Tax Credits

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English High Court Sheds Light on the Scope of an Auditor’s Duty in Ickenham Travel Group Limited v Tiffin Green Limited

The High Court recently dismissed a claim by Ickenham Travel Group Limited (ITG) against its former auditor, Tiffin Green Limited. The decision sheds light on how English courts are likely to approach audit negligence cases…more

Auditors, Audits, Negligence, UK

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FTC Proposes a Rule on Junk Fees: What Companies Should Know

The Federal Trade Commission (FTC) has released a notice of proposed rulemaking meant to prohibit unfair or deceptive fees, often referred to as junk fees. The proposed rule would prohibit..…more

Excessive Fees, Federal Trade Commission (FTC), Fees, Hidden Fees, Proposed Rules

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Clean Hydrogen Tax Credits: Treasury Department and IRS Propose Regulations on Production and Investment Tax Credits Under the Inflation Reduction Act

The Treasury Department and IRS have published proposed regulations relating to credits for producing clean hydrogen under the Inflation Reduction Act  (“IRA”), a key step in implementing the National Clean Hydrogen Strategy…more

Clean Energy, Greenhouse Gas Emissions, Hydrogen Power, Inflation Reduction Act (IRA), IRS

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Innovations in the New 2021 Swiss Rules: How Do They Fare Against the ICC and LCIA Rules?

The Swiss Rules of International Arbitration (hereinafter “Swiss Rules”) apply to all relevant proceedings in which the Notice of Arbitration was filed after 1 June 2021. They replace the 2012 version of the Swiss Rules and…more

Arbitration, Arbitration Agreements, Dispute Resolution, International Arbitration, International Chamber of Commerce (ICC)

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COVID-19 Update for Energy and Infrastructure Companies and Projects

The new coronavirus (“COVID-19”) pandemic has now impacted nearly every business across the world, and poses numerous issues for companies and projects in the energy and infrastructure sectors, as well as their investors and…more

Construction Project, Coronavirus/COVID-19, Force Majeure Clause, Infrastructure, Material Adverse Effects

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North Sea Decommissioning - The Challenges Ahead

Where are we now? It all sounds simple enough. The dual objectives of the UK government today in relation to petroleum production from the North Sea are to maximise the economic recovery from domestic reserves and, once the…more

Decommissioned Facilities, Energy Exploration, Energy Projects, Energy Sector, Federal Contractors

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CFPB Enforcement Power: 3 Trends to Follow

The Consumer Financial Protection Bureau (CFPB) has expanded its oversight of nonbank financial entities (nonbanks) to add to its available regulatory tools in response to the rapid rise of nonbank financial products and…more

Banking Sector, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Dodd-Frank, Enforcement Actions

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Founder Series: Exit Ready (Part 1 – M&A)

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Acquisitions, Mergers, Startups, UK

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Reversing Chancery Court, Delaware Supreme Court Holds That Federal Forum Provisions in Delaware Corporate Charters Are Valid

On March 18, 2020, the Supreme Court of Delaware held that the “relatively recent phenomenon” of federal forum provisions (“FFPs”) in Delaware companies’ charters, which mandate that stockholder claims arising under the…more

Cyan Inc v Beaver Cty Emps Ret Fund, Federal Jurisdiction, Forum Selection, Jurisdiction, Securities Act of 1933

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Investments in Germany under COVID 19 – Turning Crises into Opportunity

The COVID-19 pandemic has already been declared as history's gravest economic crisis. Chancellor Angela Merkel described the current situation as "the most challenging crisis we have faced since the Second World War." But…more

Agribusiness, Coronavirus/COVID-19, Critical Infrastructure Sectors, Digital Health, Food Supply

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Life Sciences Snapshot – A Quarterly Report on Financing Trends – Q1 2024

This report series examines quarterly trends in life sciences venture investment. Key findings for Q4 2023 include: • Life sciences VC deal value in Q4 2023 totaled $6.6 billion, representing a 25.0% decrease from the prior…more

Biotechnology, Investment, Life Sciences, Pharmaceutical Industry, Prescription Drugs

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New York Department of Financial Services Finalizes Amended Cybersecurity Regulations

On November 1, the New York Department of Financial Services (NYDFS) amended its cybersecurity regulations to set additional notification, administrative, training and technical requirements. The Amended Cybersecurity…more

Banking Sector, Cybersecurity, Data Protection, Financial Institutions, Financial Services Industry

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How to Avoid Immigration-Related Discrimination When Complying with U.S. Export Control Laws in Hiring and Employment Verification

U.S. employers may find it confusing that hiring for certain roles can involve what seem to be competing compliance obligations. On one hand, the Immigration and Nationality Act makes it illegal for employers to make hiring or…more

Department of Justice (DOJ), Employment Authorization Documents (EAD), Export Controls, Foreign Nationals, Form I-9

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Sweeping Measure to Limit Ability of State and Local Governments in California to Raise Revenues

Voters in California may cast ballots this November on a proposal to make substantial changes to the California Constitution involving taxation and related government powers. Initiative 1935, the so-called “Taxpayer…more

California, Public Finance, State and Local Government, State Legislatures

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CFTC’s Division of Market Oversight Extends Time-Limited No-Action Relief for SEFs from Certain Block Trade Requirements

On November 14, 2017, the U.S. Commodity Futures Trading Commission’s Division (“CFTC“) of Market Oversight extended time-limited no-action relief to swap execution facilities (“SEFs“) from certain requirements under the…more

CFTC, No-Action Relief, Swap Dealers, Swaps

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Deducting Success Fees in M&A Sell-Side Transactions: Guidance for Private Equity Portfolio Companies

In a typical sale of a private equity portfolio company, sell-side success fees payable to bankers and financial advisors represent one of the most significant transaction costs. Although most types of success fees are generally…more

Income Taxes, IRS, Private Equity, Tax Planning

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Clean Hydrogen Tax Credits: Treasury Department and IRS Propose Regulations on Production and Investment Tax Credits Under the Inflation Reduction Act

The Treasury Department and IRS have published proposed regulations relating to credits for producing clean hydrogen under the Inflation Reduction Act  (“IRA”), a key step in implementing the National Clean Hydrogen Strategy…more

Clean Energy, Greenhouse Gas Emissions, Hydrogen Power, Inflation Reduction Act (IRA), IRS

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The Revision of the IBA Rules on the Taking of Evidence in International Arbitration: Catching Up With Reality

On 15 February 2021, the International Bar Association (the IBA) released its updated Rules on the Taking of Evidence in International Arbitration (the IBA Rules or the Rules).  The updated Rules were adopted on 17 December 2020…more

Arbitration, Arbitration Agreements, Arbitration Awards, Cybersecurity, Data Protection

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OLNS#7 – Flip it Right: Two-Tier U.S. Holding Structures for German Start-ups

Mit unseren auf Technologietransaktionen spezialisierten Teams in allen wichtigen globalen Märkten begleiten wir zahlreiche deutsche TechUnternehmen auf ihrem Wachstumspfad. Als eine der führenden Tech-Kanzleien weltweit fühlen…more

Board of Directors, Business Judgment Rule, Capital Raising, Corporate Structures, Early Stage Companies

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REPORT Act Would Expand Online Service Provider Obligations Related to Child Sex Abuse Material

The U.S. Senate has passed a bill that would impose additional obligations to online service providers to report material related to the sexual abuse of children. The REPORT Act would: Expand reporting obligations within 180…more

Child Abuse, Child Protection Laws, Sexual Abuse, Sexual Assault

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Profiles in Innovation: Inspire’s Founder on Creating Alignment between Consumers, the Company, and the Planet

For years, we’ve heard about the utility of the future, a consumer-centric company that lets consumers “stream” clean energy into their homes as easily as they stream movies to their TVs…more

Infrastructure, Innovation, Investment Opportunities, Renewable Energy, Solar Energy

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Nuova Garanzia SACE a Condizioni di Mercato

L'articolo 17 del D.L. n. 50/2022 (c.d. Decreto Aiuti, convertito in legge n. 91/2022) ha delineato la cornice operativa entro la quale opererà la nuova garanzia SACE a condizioni di mercato, garanzia dello Stato a prima…more

Debt Financing, Debt Instruments, EU, Leveraged Finance, SACE Guarantee Scheme

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Council of EU Grants Exemptions for Commodity Dealers under CRR

On March 23, 2016, the Council of the EU published an approved final compromise text of a proposed Regulation extending the Capital Requirements Regulation (Regulation 575/2013) (CRR) to extend certain exemptions for commodity…more

Capital Requirements Regulation (CRR), Commodities, Commodity Broker, ECON, EU

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U.S., EU, and UK Price Cap Sanctions Prohibiting Services for Maritime Transport of Russian Petroleum Products

Effective February 5, 2023, a coalition of G7 countries, Australia, and the European Union have generally forbidden service providers to provide certain services relating to the maritime transport of certain Russia-origin…more

Energy Sector, Foreign Policy, Foreign Relations, Office of Foreign Assets Control (OFAC), Oil & Gas

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Life Sciences Snapshot – A Quarterly Report on Financing Trends – Q1 2024

This report series examines quarterly trends in life sciences venture investment. Key findings for Q4 2023 include: • Life sciences VC deal value in Q4 2023 totaled $6.6 billion, representing a 25.0% decrease from the prior…more

Biotechnology, Investment, Life Sciences, Pharmaceutical Industry, Prescription Drugs

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California Legislature Passes AB 979 Requiring Public Companies to Add Directors From Underrepresented Communities

On August 31, 2020, the California State Assembly Banking and Finance Committee voted to give final legislative approval to Assembly Bill 979 (AB 979), allowing it to move forward to Governor Newsom for signature or veto on or…more

Board Members, Board of Directors, Corporate Counsel, Diversity, Legislative Agendas

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New Jersey Data Privacy Act: What Companies Should Know About the State’s New Consumer Privacy Law

New Jersey has become the first state to enact a comprehensive consumer privacy law in 2024. The New Jersey Data Privacy Act will take effect January 15, 2025. The law draws inspiration from the comprehensive state consumer…more

Consumer Privacy Rights, Cybersecurity, Data Collection, Data Privacy, Data Protection

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FRE 404(b) and Trade Secrets Disputes: To Admit or Deny?

In a recent decision, an Eastern District of Texas court conducted an analysis under Federal Rule of Evidence Rule 404(b) outside the criminal context to allow evidence of “other acts” in a trade secrets litigation. The…more

Evidence, Federal Rules of Evidence, Intellectual Property Litigation, Intellectual Property Protection, Trade Secrets

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A Seller’s Duty of Disclosure and Virtual Data Rooms in M&A Deals: German Supreme Court Provides Guidance

The German Supreme Court has outlined the duties of sellers to disclose information to purchasers using virtual data rooms, a common practice in M&A deals. The court held that a seller had the burden of proving that a…more

Acquisitions, Disclosure Requirements, German Supreme Court, Germany, Mergers

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WeWork Bankruptcy: The Basics

As you may know, WeWork Inc. and 517 of its affiliates filed Chapter 11 bankruptcy petitions this week. At its height, WeWork was valued at $47 billion, but the company’s Class A Common Stock declined more than 98 percent this…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Creditors, Debt Restructuring

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Distressed Download - July 2015

First Circuit Rules Bankruptcy Code Preempts Puerto Rico's Recovery Act - On Monday, July 6, the Court of Appeals for the First Circuit affirmed the February 6, 2015 order and injunction of the Puerto Rico District Court…more

Attorney's Fees, Bankruptcy Code, Bonds, Capital Controls, Distressed Debt

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California Clarifies Timelines for Mid-Term Reliability Procurement Mandates of Renewables and Storage

The California Public Utilities Commission has clarified that load-serving entities must have projects online by June 1 to meet annual renewable or zero-emissions energy targets, but they do not have to include these resources…more

Energy Sector, Energy Storage, Renewable Energy, Utilities Sector

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Bond Measure Ballot Question Fix for AB 195/AB 809 Requirements

Good news! California Senator Scott Wiener, 11th Senate District, has introduced Senate Bill 532 (“SB 532”), which, if enacted into law, would provide an option to California school districts and other local governments calling…more

Ballot Measures, Legislative Agendas, Property Tax, State and Local Government, State Taxes

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Gaming & Gambling Update – Week of February 12, 2024

Welcome to Orrick’s new Gaming & Gambling Update! We aim to share a sampling of the latest legislative, regulatory and legal developments in the gaming and gambling market. Of course, if you have questions or would like further…more

Gambling, Gaming, Sports Betting, State and Local Government

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Annual Reporting Requirements for Incentive Stock Options and Employee Stock Purchase Plans - January 2024

Requirement to Report For (1) any exercise of an incentive stock option (ISO) during 2023 or (2) transfer during 2023 of a share previously purchased pursuant to a tax-qualified employee stock purchase plan (ESPP), the Internal…more

Annual Reports, Employee Benefits, Employee Stock Purchase Plans, Incentive Stock Options, IRS

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Open Source Software Licenses: Novel Case Explores Who Can Enforce Them

Companies (including through the use of AI) are increasingly reliant on open source software to expedite their software development. A recent case filed in California, SFC v. Vizio, calls upon the state court to interpret two…more

Intellectual Property Protection, Open Source Software, Smart Devices, Software, Software Developers

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Just a SEC – Agency Adopts New Rules Impacting Pay Equity Shareholder Proposals

On September 23, 2020 the Securities and Exchange Commission (“SEC”) adopted amendments to 17 C.F.R. § 240.14a-8 (“Rule 14a-8”), raising the bar for shareholders seeking to force votes on proposals. The rule comes on the heels…more

Corporate Governance, Pay Gap, Rule 14a-8, Securities and Exchange Commission (SEC), Shareholder Proposals

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Economic Crime (Transparency and Enforcement) Act 2022 – Implications for Property Transactions

The Economic Crime (Transparency and Enforcement) Act 2022 (the "Act") received royal assent on 15 March 2022 and key aspects of the Act summarised below came into force in the UK on 1 August 2022. The aim of the Act is to…more

Disclosure Requirements, Public Disclosure, Real Estate Investments, Real Estate Transactions, Supply Chain

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AI-Generated Child Sexual Abuse Material: How Companies Can Reduce Risk

Companies with an online presence must be vigilant of current and proposed legislation aimed at protecting children online. With the growing use of artificial intelligence (AI), companies face an increasing and unprecedented…more

Artificial Intelligence, Child Abuse, Child Pornography, Sexual Abuse

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Top 4 Cybersecurity Takeaways from 2023

The average cost of a data breach has reached an all-time high of $4.45 million, according to IBM. Regulatory requirements, scrutiny, and enforcement have continued to expand. As we kick off 2024, here are the key action items…more

Cyber Attacks, Cybersecurity, Data Breach, Data Privacy, Data Protection

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CFPB Finalizes Small Business Lending Data Collection Rule

On March 30, 2023, the Consumer Financial Protection Bureau (CFPB) released its final rule implementing Section 1071 of the Dodd-Frank Act, which will require financial institutions to collect and provide to the bureau data on…more

Consumer Financial Protection Bureau (CFPB), Dodd-Frank, Final Rules, Financial Institutions, Financial Services Industry

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SEC Climate-Related Disclosure Rules: Highlights, Data Insights, and Key Action Items

The SEC has finalized its long-awaited climate-related disclosure rules. The final rules are consistent with what we believe institutional investors were looking for with respect to climate-related risk oversight and have many…more

Climate Change, Corporate Governance, Disclosure Requirements, Greenhouse Gas Emissions, Securities and Exchange Commission (SEC)

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The Community Reinvestment Act: 9 Things Financial Institutions Should Know About a New Regulatory Framework

The Fed, FDIC, and OCC have extensively revised rules implementing the Community Reinvestment Act (CRA), a 1977 law to encourage banks to help meet the credit needs of their communities, especially in low- and moderate-income…more

Banking Sector, Banks, Community Reinvestment Act, FDIC, Financial Institutions

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How Can Emerging Tech Companies Build a Business to Avoid Litigation?

Disputes with vendors, business partners, customers and employees are inevitable. However, they are not top of mind when an emerging tech company has its sights set on growth. Many contentious issues can be avoided or reduced…more

Arbitration, Contract Drafting, Dispute Resolution, Technology Sector, Terms and Conditions

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7 Things You Need to Know About the Final CCPA Regulations

Almost 9 months after the California Privacy Protection Agency (CPPA) began the formal rulemaking process, the initial set of regulations under the California Privacy Rights Act (CPRA) finally became effective on March 29, 2023…more

California Consumer Privacy Act (CCPA), California Privacy Protection Agency (CPPA), Consumer Privacy Rights, Corporate Counsel, Cybersecurity

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Time to Review D&O Liability Protections in Distressed Private Companies

The COVID-19 pandemic is testing the oversight and management skills of directors and officers (“D&Os”) of all businesses, especially lean private companies…more

Board of Directors, Business Losses, Corporate Officers, D&O Insurance, Fiduciary Duty

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What Commercial Finance Companies Need to Know About New Commercial Financing Disclosure Rules

There has been increased focus on commercial financing transactions over the past few years. States have been moving to introduce consumer lending disclosure regimes to commercial financing. Several states, including California…more

Banking Sector, Commercial Loans, Disclosure Requirements, Financial Institutions, Financial Services Industry

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Founder Series: Top Tips to Follow When Flipping to a Delaware Corporation

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Business Development, Business Entities, Business Formation, Business Ownership, Business Plans

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Observations on Atlassian’s Proposed Model Term Sheet

Earlier this week, Atlassian published its form acquisition letter of intent under the banner of The M&A Process is Broken: It’s outdated, inefficient and combative.  …more

Acquisition Agreements, Contract Formation, Contract Negotiations, Letters of Intent, Pre-Closing Issues

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Checklist for Strengthening Your Defenses to 401k Plan Class Actions

The last ten years have seen a proliferation of high-profile class actions alleging breach of ERISA fiduciary duties of prudence and loyalty against plan fiduciaries. The claims are usually based upon alleged excessive…more

401k, Breach of Duty, Class Action, Daubert Standards, Defense Strategies

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AB 5 and AB 71: CA Legislature Dukes It Out Over Dynamex and Borello

The battle between Dynamex and Borello continues. Two competing bills – Assembly Bill 5 (“AB 5”) and Assembly Bill 71 (“AB 71”) – each seek to codify the respective worker classification tests…more

ABC Test, Employer Liability Issues, Independent Contractors, Misclassification, Wage and Hour

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DOJ Updates Its Approach to Encourage Voluntary Self-Disclosures of Export Control and Sanctions Violations

On December 13, 2019, the National Security Division (“NSD”) of the U.S. Department of Justice (“DOJ”) released a revised enforcement policy (“the Policy”) meant to encourage companies to voluntarily self-disclose potentially…more

Corporate Counsel, Department of Justice (DOJ), Enforcement Actions, Export Controls, FCPA Corporate Enforcement Policy (CEP)

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Newly Formed Bridge Bank for SVB – Some Practical Implications

On Monday, March 13, 2023, the Federal Deposit Insurance Corporation (“FDIC”) transferred all deposits and substantially all the assets of Silicon Valley Bank (“SVB”), formerly a California state chartered bank that was taken…more

Banking Sector, Deposit Insurance, Depository Institutions, FDIC, Financial Crisis

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Biden Directs Attorney General to Restrict Transfer of Sensitive Personal Data to Countries of Concern

On February 28, 2024, President Biden issued Executive Order 14117, calling for new regulations to prohibit or restrict transactions that enable countries of concern to access sensitive U.S. personal and government data. The…more

Cybersecurity, Cybersecurity Information Sharing Act (CISA), Data Privacy, Data Protection, Data Security

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Using Qualified 501(c)(3) Private Activity Bonds to Finance Affordable Housing Projects in the District of Columbia

Certain 501(c)(3) organizations may finance affordable rental housing projects in the District of Columbia (the “District”) using tax-exempt “qualified 501(c)(3) bonds” without volume cap (“PABs”) issued through the District’s…more

501(c)(3), Affordable Housing, Bonds, Tax Exempt Entities

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U.S. Supreme Court Decision in Espinoza v. Montana Department of Revenue Confirms Availability of Municipal Bond Financing for Religious Organizations

Historically, the ability of a governmental conduit issuer to issue bonds to facilitate a financing for a religious organization or a religiously affiliated school, university, senior housing facility or other nonprofit…more

Compelling Governmental Interest, Constitutional Challenges, Espinoza v Montana Department of Revenue, Establishment Clause, Free Exercise Clause

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CFPB Takes Next Step in Its Big Tech Regulatory Strategy: New Rule Proposed to Expand Examination Authority Over Digital Wallets and Payment Apps

The Consumer Financial Protection Bureau (CFPB) issued a notice of proposed rulemaking this week that seeks to expand its authority to supervise and examine providers of digital wallets and payment applications…more

Comment Period, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Digital Wallets, Financial Services Industry

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Ten Facts about the USPTO’s New Expungement and Reexamination Proceedings

As 2021 drew to a close, the United States Patent and Trademark Office (USPTO) introduced two new procedures pursuant to the Trademark Modernization Act of 2020 (the “Act”), providing new, streamlined avenues to seek…more

Expungement, Trademark Application, Trademark Cancellation, Trademark Modernization Act (TMA), Trademark Trial and Appeal Board

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Recent Amendments to the Volcker Rule Will Benefit CLOs and the Banks That Invest in Them

There is some (at least regulatory) good news for CLOs this summer. In late June, the Federal Reserve Board, the Treasury Department, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the…more

Bank Notes, CFTC, Collateralized Loan Obligations, Debt Securities, FDIC

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SEC Climate-Related Disclosure Rules: Highlights, Data Insights, and Key Action Items

The SEC has finalized its long-awaited climate-related disclosure rules. The final rules are consistent with what we believe institutional investors were looking for with respect to climate-related risk oversight and have many…more

Climate Change, Corporate Governance, Disclosure Requirements, Greenhouse Gas Emissions, Securities and Exchange Commission (SEC)

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FERC Finalizes Rule Adopting Interconnection Reforms

On July 28, 2023, the Federal Energy Regulatory Commission (“FERC” or the “Commission”) issued a long-anticipated final rule adopting reforms to streamline the generator interconnection process and address the nationwide backlog…more

Energy Sector, FERC, Interconnections, Transmission Grid

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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Five Things to Know about Green Hydrogen

Green hydrogen is increasingly viewed as the key to decarbonising hard-to-electrify sectors such as transportation and heavy industry. With governments announcing ambitious hydrogen policies as part of their net zero ambitions,…more

Clean Energy, Electricity, Energy Projects, Energy Sector, Environmental Social & Governance (ESG)

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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Life Sciences Snapshot – A Quarterly Report on Financing Trends – Q1 2024

This report series examines quarterly trends in life sciences venture investment. Key findings for Q4 2023 include: • Life sciences VC deal value in Q4 2023 totaled $6.6 billion, representing a 25.0% decrease from the prior…more

Biotechnology, Investment, Life Sciences, Pharmaceutical Industry, Prescription Drugs

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A Seller’s Duty of Disclosure and Virtual Data Rooms in M&A Deals: German Supreme Court Provides Guidance

The German Supreme Court has outlined the duties of sellers to disclose information to purchasers using virtual data rooms, a common practice in M&A deals. The court held that a seller had the burden of proving that a…more

Acquisitions, Disclosure Requirements, German Supreme Court, Germany, Mergers

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Profiles in Innovation: GoldieBlox Founder on "Reinventing Girlhood" through Engineering-Inspired Toys

If stubborn conviction is the hallmark of a successful entrepreneur, then Debbie Sterling is destined for greatness. As she builds a multimedia empire aimed at “reinventing girlhood as we know it,” she’s been paving her own way…more

Children's Toys, Controlling Person, Corporate Governance, Innovation, Retail Market

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The CFPB’s Overdraft Proposal: What Financial Institutions Need to Know

The CFPB has proposed a long-anticipated rule targeting overdraft fees.  Billed as part of its effort to rein in “junk fees,” the proposal could have a significant effect on the nature and availability of overdraft protection…more

Banking Sector, Banks, Comment Period, Consumer Financial Protection Bureau (CFPB), Credit Cards

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Annual Reporting Requirements for Incentive Stock Options and Employee Stock Purchase Plans - January 2024

Requirement to Report For (1) any exercise of an incentive stock option (ISO) during 2023 or (2) transfer during 2023 of a share previously purchased pursuant to a tax-qualified employee stock purchase plan (ESPP), the Internal…more

Annual Reports, Employee Benefits, Employee Stock Purchase Plans, Incentive Stock Options, IRS

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A “Trap Door” Intact: Fixing the J.Crew Blocker

More than three years have passed since J.Crew’s infamous “trap door” maneuver. Faced with a mounting debt burden, J.Crew utilized multiple baskets in its credit facility to reallocate its core property – its J.Crew…more

Credit Facilities, Debtors, Intellectual Property Protection, IP Portfolio, J Crew

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PG&E Bankruptcy FAQs for PPA Holders

When and where is PG&E expected to file for bankruptcy? Currently, PG&E is expected to file for bankruptcy on January 29, 2019, likely in the United States Bankruptcy Court for the Northern District of California in San…more

Commercial Bankruptcy, Investment, PG&E, Power Purchase Agreements, Renewable Energy

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Newly Formed Bridge Bank for SVB – Some Practical Implications

On Monday, March 13, 2023, the Federal Deposit Insurance Corporation (“FDIC”) transferred all deposits and substantially all the assets of Silicon Valley Bank (“SVB”), formerly a California state chartered bank that was taken…more

Banking Sector, Deposit Insurance, Depository Institutions, FDIC, Financial Crisis

See all updates »

Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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CFPB Proposes Mortgage Servicing Changes to Prevent Wave of COVID-19 Foreclosures

On April 5, the Consumer Financial Protection Bureau (CFPB) proposed rule changes intended to prevent avoidable foreclosures as emergency federal foreclosure protections put in place due to the global pandemic expire. The rules…more

Borrowers, Consumer Financial Protection Bureau (CFPB), Financial Institutions, Foreclosure, Mortgage Lenders

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Monthly Highlights – UK Employment Law – February 2024

In this month’s instalment, our team discuss the government’s response to the consultation on the draft statutory Code of Practice on Dismissal and Re-engagement and the Employment Tribunal’s findings that an employer was…more

Employer Liability Issues, Employment Litigation, Hiring & Firing, International Labor Laws, UK

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Saudi Arabia's New Civil Code: A Closer Look at Liquidated Damages

The Kingdom of Saudi Arabia, through its new Civil Code, has again signaled its intention to welcome the international business community to contract in the Kingdom under the laws of its legal system. One aspect of the new Saudi…more

Civil Code, Construction Project, Energy Sector, Infrastructure, Saudi Arabia

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Letting Go of Ex-US PEO/EOR Workers? 7 Planning Steps That Can Help Manage & Mitigate Risk

In recent years, strong economies across the globe led to substantial growth in opportunities for many companies, who increased headcount accordingly to meet new needs. As demand has slowed recently in some industries, many of…more

At-Will Employment, Employer Liability Issues, Employment Policies, Hiring & Firing, Labor Regulations

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Does the UK's Age-Appropriate Design Code Apply to Your Business?

Following the introduction of the Age-Appropriate Design Code (the Code) on 2 September 2021, companies have questioned whether the Code applies to their online service. A recent consultation by the ICO seeks to clarify when an…more

Cybersecurity, Data Privacy, Data Protection, Draft Guidance, Information Commissioner's Office (ICO)

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OLNS#11 – Bridging the Pond – U.S. Venture Capital Deals from a German Market Perspective

In substantially all the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one of the top tech law firms in the world, we…more

Capital Raising, Investment, Investors, Private Equity, Startups

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Founder Series: Top Tips on Venturing into Secondaries

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Investment, Investors, Startups, UK, Venture Capital

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Generative AI Growth Demands New and Updated Company Policies. The Gen AI Policy Builder Can Help

Whether a company formally allows it, more employees are using generative AI (Gen AI) tools for everyday tasks at work. Companies cannot simply rely on legacy internal policies and practices to address the risks Gen AI tools…more

Algorithms, Artificial Intelligence, Innovative Technology, Machine Learning

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U.S. Supreme Court’s Take on Section 230: What it Means for Online Platforms – and What’s Next

The U.S. Supreme Court decided two cases recently that left untouched Section 230 of the Communications Decency Act, which provides online platforms immunity from claims based on content that their users create and share on…more

Communications Decency Act, Corporate Counsel, Online Platforms, SCOTUS, Section 230

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U.S. Supreme Court Decision in Espinoza v. Montana Department of Revenue Confirms Availability of Municipal Bond Financing for Religious Organizations

Historically, the ability of a governmental conduit issuer to issue bonds to facilitate a financing for a religious organization or a religiously affiliated school, university, senior housing facility or other nonprofit…more

Compelling Governmental Interest, Constitutional Challenges, Espinoza v Montana Department of Revenue, Establishment Clause, Free Exercise Clause

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SEC Private Fund Rule Changes: What You Need to Know

The Securities and Exchange Commission (SEC) has adopted the most significant changes to regulating private funds and private fund advisors since 2010. The changes expand the scope of disclosure, reporting and other…more

Disclosure Requirements, Investment Adviser, Investors, Private Funds, Reporting Requirements

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SEC Proposes New Guidance on Role of Municipal Advisers in Private Placements

In response to the proliferation of direct placements of municipal securities with financial institutions over the past decade, the Securities and Exchange Commission (SEC) has proposed a regulatory change to clarify the role…more

Comment Period, Dodd-Frank, Exemptions, Fiduciary Duty, MSRB

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AI-Generated Child Sexual Abuse Material: How Companies Can Reduce Risk

Companies with an online presence must be vigilant of current and proposed legislation aimed at protecting children online. With the growing use of artificial intelligence (AI), companies face an increasing and unprecedented…more

Artificial Intelligence, Child Abuse, Child Pornography, Sexual Abuse

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Supreme Court Preserves IPR But Dictates Changes – Director Iancu Has Many Options To Consider

On April 24, 2018 the Supreme Court issued two decisions that preserve Inter Partes Review ("IPR") but dictate changes to IPR procedures. The Court, however, left room for Director Iancu to consider many options to implement…more

Article III, Constitutional Challenges, Due Process, Inter Partes Review (IPR) Proceeding, Oil States Energy Services v Greene's Energy Group

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Distressed Download - March 2015

What Happens in Delaware Does Not Always Stay in Delaware: Caesars Victorious in Venue Battle - On Wednesday, January 28, the Bankruptcy Court for the District of Delaware transferred venue for the involuntary bankruptcy of…more

Bankruptcy Court, Bankruptcy Preferences, Chapter 11, Chapter 9, Commercial Bankruptcy

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Playing the Lottery: The New H-1B Visa Electronic Registration Process

On January 9, 2020, U.S. Citizenship and Immigration Services (USCIS) formally announced that the much-anticipated H-1B electronic registration process will be implemented for this year’s “H-1B cap” cycle…more

Foreign Workers, H-1B, Highly-Skilled Workers Visa, Immigration Procedures, Lottery

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Agencies Propose Rule to Update Calculation of Derivative Contract Exposure Amounts Under Regulatory Capital Rules

On October 30, the Federal Reserve Board, the Federal Depository Insurance Corporation and the Office of the Comptroller of the Currency (collectively, the “Agencies“) proposed changes to their standards for how large federal…more

Derivatives, FDIC, Federal Reserve, OCC

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School Bond Election Timeline for 2024 Election

For school districts and community college districts considering 2024 bond elections, remember that the March 2024 primary election is fast approaching! Even if you are planning for November 2024, it's never too early to get…more

Primary Elections, Public Finance, Public Schools, School Bonds, School Districts

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The UK’s Online Safety Act and EU’s Digital Services Act: What Online Service Providers Should Know

The UK’s new Online Safety Act (the “OSA”) and the EU’s Digital Services Act (the “DSA”) both try to make the internet safer by focusing on an online service provider’s systems and processes. But differences in the laws will…more

Digital Services, Online Platforms, Personal Data, UK

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COVID19 IP Update: Can 3D Printing Be the Solution to the Medical Supply Shortage?

As the pandemic worsens, more and more hospitals and medical providers are experiencing shortfalls of critical supplies, including ventilators, face shields, and masks. Those with 3D printers and idle manufacturing centers are…more

3D Printing, Damages, Defense Production Act, Immunity, Injunctive Relief

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Solar Circumvention Proceeding Update

On May 2, the U.S. Department of Commerce issued a memorandum to update litigation parties on developments in the on-going solar cell and panel circumvention proceeding..…more

Anti-Dumping Duty, Countervailing Duties, Energy Sector, Solar Energy, Solar Panels

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Israel-Hamas War: SEC Disclosure and Governance Considerations

The Hamas terrorist attacks in Israel on October 7th and the Israel-Hamas War have had devastating impacts and threaten to destabilize the region, creating a number of challenges for a wide range of companies. Public companies…more

Corporate Governance, Disclosure Requirements, Form 10-K, Form 10-Q, Form 8-K

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States Seek to Invalidate The OCC True Lender Rule

Recently, seven states (New York, California, Colorado, Massachusetts, New Jersey, Minnesota, and North Carolina) and the District of Columbia filed suit in the Southern District of New York against the Office of the Comptroller…more

Consumer Financial Products, Financial Regulatory Reform, Financial Services Industry, FinTech, Madden v Midland Funding

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SEC Climate-Related Disclosure Rules: Highlights, Data Insights, and Key Action Items

The SEC has finalized its long-awaited climate-related disclosure rules. The final rules are consistent with what we believe institutional investors were looking for with respect to climate-related risk oversight and have many…more

Climate Change, Corporate Governance, Disclosure Requirements, Greenhouse Gas Emissions, Securities and Exchange Commission (SEC)

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Scanning the Class and Collective Action Horizon

While group litigation and collective actions have traditionally been more difficult to pursue in the UK than in the U.S., changes to UK civil procedure rules and societal attitudes towards group ligation means that these types…more

Class Action, Class Certification, Class Members, Collective Actions, Corporate Counsel

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Annual Reporting Requirements for Incentive Stock Options and Employee Stock Purchase Plans - January 2024

Requirement to Report For (1) any exercise of an incentive stock option (ISO) during 2023 or (2) transfer during 2023 of a share previously purchased pursuant to a tax-qualified employee stock purchase plan (ESPP), the Internal…more

Annual Reports, Employee Benefits, Employee Stock Purchase Plans, Incentive Stock Options, IRS

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The UK Qualifying Asset Holding Company Regime - Highlights

The United Kingdom ("UK") Qualifying Asset Holding Company ("QAHC") regime (at Schedule 2 to Finance Act 2022) comes into force on 1 April 2022. The HM Revenue & Customs ("HMRC") policy paper dated 27 October 2021 states: "The…more

Business Taxes, Corporate Taxes, Foreign Corporations, Holding Companies, International Tax Issues

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Newly Formed Bridge Bank for SVB – Some Practical Implications

On Monday, March 13, 2023, the Federal Deposit Insurance Corporation (“FDIC”) transferred all deposits and substantially all the assets of Silicon Valley Bank (“SVB”), formerly a California state chartered bank that was taken…more

Banking Sector, Deposit Insurance, Depository Institutions, FDIC, Financial Crisis

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COVID-19 UK: Litigation – Force majeure and frustration under English law – Update

As the impact of the COVID-19 pandemic continues to be felt across all jurisdictions and sectors, companies are considering their options should they find themselves unable to perform their contracts…more

Business Litigation, Commercial Contracts, Contract Terms, Coronavirus/COVID-19, Force Majeure Clause

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The Economic Crime and Corporate Transparency Act 2023: First Changes to be Introduced on 4 March 2024

Companies House plans to introduce the first changes being made by the Economic Crime and Corporate Transparency Act 2023 on 4 March 2024. What’s Being Introduced New rules for registered office addresses New requirement for a…more

Corporate Crimes, Corporate Entities, Corporate Transparency Act, Financial Crimes, UK

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California Legislature Passes AB 979 Requiring Public Companies to Add Directors From Underrepresented Communities

On August 31, 2020, the California State Assembly Banking and Finance Committee voted to give final legislative approval to Assembly Bill 979 (AB 979), allowing it to move forward to Governor Newsom for signature or veto on or…more

Board Members, Board of Directors, Corporate Counsel, Diversity, Legislative Agendas

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Catching Up with the Times: DOL Issues Final Rule Simplifying Retail Exemption Under the FLSA

As we recently reported, the DOL promulgated three new final rules regarding wage and hour issues last month. One of these rules brings a much-needed dose of clarity for certain employers on an unusually thorny issue: what…more

Department of Labor (DOL), Fair Labor Standards Act (FLSA), Over-Time, Retailers, Wage and Hour

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FHFA Request for Input on Single-Family Credit Risk Transfer – Certain Salient Matters

In its request for input on single-family credit risk transfer RFI, FHFA expresses a strong preference for large, economically efficient, repeatable transactions, as well as programs that create a level playing field for both…more

Banking Sector, Comment Period, FHFA, Mortgage Loan Originators, Mortgages

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SEC Final SPAC Rules: Key Takeaways

The Securities and Exchange Commission (the “SEC”) has finalized its long-awaited rules regarding special purpose acquisition companies (“SPAC”). So, what are the key aspects of these rules that SPAC market participants should…more

Disclosure Requirements, Final Rules, Initial Public Offering (IPO), Investment Company Act of 1940, Securities Act of 1933

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Supreme Court Preserves IPR But Dictates Changes – Director Iancu Has Many Options To Consider

On April 24, 2018 the Supreme Court issued two decisions that preserve Inter Partes Review ("IPR") but dictate changes to IPR procedures. The Court, however, left room for Director Iancu to consider many options to implement…more

Article III, Constitutional Challenges, Due Process, Inter Partes Review (IPR) Proceeding, Oil States Energy Services v Greene's Energy Group

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China’s New Data Security Law: What International Companies Need to Know

On June 10, 2021, China’s national legislature – the Standing Committee of the National People's Congress passed the Data Security Law (the “DSL”). The DSL (see here for a non-official English translation) took effect on…more

China, Cross Border Privacy Rules (CBPR), Cybersecurity, Data Collection, Data Security

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Employers’ Options after the Declaration of State of Emergency in Japan (Japanese)

On April 7, Japan declared a state of emergency covering the seven prefectures of Tokyo, Kanagawa, Saitama, Chiba, Osaka, Hyogo and Fukuoka, effective immediately and lasting through May 6…more

Coronavirus/COVID-19, Japan, Public Health, State of Emergency, Temporary Layoffs

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Horizontal Cooperation Agreements – New EU Regulations and Guidelines

On 1 June 2023, the European Commission has announced the adoption of updated Horizontal Block Exemption Regulations on Research and Development (R&D) and Specialization agreements (HBERs) and revised Horizontal Guidelines…more

Competition, Cooperation Agreement, Corporate Counsel, EU, European Commission

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California Requires Large Companies to Disclose Certain Climate Change-Related Information

Starting in 2026, large companies doing business in California need to comply with new climate change-related disclosure requirements described in two separate bills (S.B. 253 - Climate Corporate Data Accountability Act (CCDAA)…more

Carbon Emissions, Climate Change, Disclosure Requirements, Greenhouse Gas Emissions

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SEC Final SPAC Rules: Key Takeaways

The Securities and Exchange Commission (the “SEC”) has finalized its long-awaited rules regarding special purpose acquisition companies (“SPAC”). So, what are the key aspects of these rules that SPAC market participants should…more

Disclosure Requirements, Final Rules, Initial Public Offering (IPO), Investment Company Act of 1940, Securities Act of 1933

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U.S. Expands China-Related Export Controls Regarding Semiconductors and Semiconductor Manufacturing Equipment

On October 17, 2023, the U.S. Commerce Department’s Bureau of Industry Security (BIS) issued revised export control regulations intended to impede China’s efforts to obtain and produce advanced semiconductors. The new steps…more

Bureau of Industry and Security (BIS), Export Controls, Exports, Manufacturers, Semiconductors

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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COVID-19 UK: Finance – Government schemes in a CRE context

As has been extensively publicised in the past few months, a number of credit support initiatives have been introduced by the UK government with the aim of helping businesses (both small and large) navigate the turbulence caused…more

Commercial Real Estate Market, Coronavirus Business Interruption Loan Scheme (CBILS), Loans, UK

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Generative AI Growth Demands New and Updated Company Policies. The Gen AI Policy Builder Can Help

Whether a company formally allows it, more employees are using generative AI (Gen AI) tools for everyday tasks at work. Companies cannot simply rely on legacy internal policies and practices to address the risks Gen AI tools…more

Algorithms, Artificial Intelligence, Innovative Technology, Machine Learning

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U.S. Authorizes Sanctions on Foreign Financial Institutions That Support Russia’s Military-Industrial Base and Expands Scope of Russian Import Ban

President Biden issued an executive order on December 22, 2023 targeting evasion of U.S. sanctions on Russia. Executive Order 14,114: Authorizes sanctions on foreign financial institutions (“FFIs”) determined to have knowingly…more

Economic Sanctions, Foreign Financial Institutions (FFI), Foreign Policy, Foreign Relations, Office of Foreign Assets Control (OFAC)

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Long Anticipated SEC Cybersecurity Disclosure Rule Expected to be Finalized July 26

The SEC has scheduled an open meeting on Wednesday to decide on the adoption of eagerly anticipated cybersecurity incident and governance reporting rules. If the agency adopts rules that align with what it proposed last year,…more

Capital Markets, Corporate Governance, Cybersecurity, Data Breach, Disclosure Requirements

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They Did It for the Gram: SEC and Telegram File Dueling Expert Reports

The battle in federal court between the SEC and Telegram continues to progress at breakneck speed. The SEC commenced its action less than four months ago, on October 11, 2019, by seeking a temporary restraining order against…more

Blockchain, Cryptocurrency, Digital Currency, Enforcement Actions, Financial Instruments

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Oregon Client Alert Urgent Action Needed to Preserve Private Activity Bonds

Maintaining the existing authority under the Code for private activity bonds (PABs) is vital to continuing public and private investments in infrastructure that support the economy and essential public services. Such investments…more

501(c)(3), Affordable Housing, Educational Institutions, Healthcare Facilities, Infrastructure

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RegFi Episode 20: Regulatory Considerations for Fintech-Driven Commercial Financing

In this episode of RegFi, Orrick Partner Jeff Hydrick joins Jerry Buckley and Sherry Safchuk for a look into the growing role of fintechs and other non-bank financial institutions in commercial financing. The conversation…more

Banking Sector, Corporate Financing, Financial Institutions, Financial Regulatory Agencies, Financial Regulatory Reform

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Horizontal Cooperation Agreements – New EU Regulations and Guidelines

On 1 June 2023, the European Commission has announced the adoption of updated Horizontal Block Exemption Regulations on Research and Development (R&D) and Specialization agreements (HBERs) and revised Horizontal Guidelines…more

Competition, Cooperation Agreement, Corporate Counsel, EU, European Commission

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Life Sciences Snapshot – A Quarterly Report on Financing Trends – Q1 2024

This report series examines quarterly trends in life sciences venture investment. Key findings for Q4 2023 include: • Life sciences VC deal value in Q4 2023 totaled $6.6 billion, representing a 25.0% decrease from the prior…more

Biotechnology, Investment, Life Sciences, Pharmaceutical Industry, Prescription Drugs

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CFPB Finalizes Rule on Credit Card Late Fees: What Companies Should Know

In its latest contribution to the Biden Administration’s campaign against “junk fees,” the CFPB has finalized a rule to limit credit card late fees. The rule slashes the late fee that larger issuers can charge under a…more

CARD Act, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Credit Cards, Final Rules

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Life Sciences Snapshot – A Quarterly Report on Financing Trends – Q3 2023

This report series examines quarterly trends in life sciences venture investment. Key findings for Q2 2023 include: • Life sciences VC deal value in Q2 2023 totaled $6.7 billion across 384 deals, representing a slight increase…more

Investment, Investors, Life Sciences, Pharmaceutical Industry, Prescription Drugs

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REMICs, Mortgage Loan Modifications and COVID-19

This memorandum discusses certain tax considerations in connection with forbearances, waivers and other modifications with respect to a mortgage loan that is held by a REMIC or about to be contributed to a REMIC, in light of the…more

Coronavirus/COVID-19, IRS, Loan Modifications, Mortgages, REMIC

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Pay Transparency Laws: It’s Not Just Pay Data Reporting Anymore

While new pay data reporting requirements in California and Illinois have grabbed pay equity headlines, we are seeing a ground swell in another type of pay transparency requirements: mandatory pay disclosures to applicants,…more

Employer Liability Issues, Pay Data, Pay Transparency, Reporting Requirements, Wage and Hour

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UK Cryptoasset Promotion Rules Could Spell Trouble for Firms Outside the UK

The UK Financial Conduct Authority (FCA) has adopted new rules that will restrict how companies market certain crypto assets. The rules include mandatory cooling off periods and appropriateness assessments for potential…more

Cryptoassets, Cryptocurrency, Digital Assets, Financial Conduct Authority (FCA), Popular

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Crypto Regulation Marches On With Potential Consequences for Trading Systems

A flurry of recent activity has reinforced the SEC’s commitment to regulate crypto assets, including trading systems that trade crypto asset securities…more

Blockchain, Crypto Exchanges, Cryptocurrency, Decentralized Finance (DeFi), Digital Assets

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ITC ALJ Breaks New Ground, Further Heightening the DI Requirement for NPEs in § 337 Cases

According to a recent initial determination by an Administrative Law Judge of the International Trade Commission, a purely revenue-driven NPE cannot prove the existence of a domestic industry by relying solely on the activities…more

International Trade Commission (ITC), Patent Infringement, Patent Litigation, Patents, Section 337

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For Fate Of IPR Use, We Can Look To Dr. Seuss

My first presentation about the creation of inter partes review was to a group of Stanford students in 2011. In that presentation, to the amusement of the class, I analogized IPRs to Dr. Seuss’ classic 1961 children’s book…more

Constitutional Challenges, Intellectual Property Protection, Inter Partes Review (IPR) Proceeding, Non-Practicing Entities, Oil States Energy Services v Greene's Energy Group

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UK Nears Final Securitistion Regulations

On 11 July 2023, HM Treasury published an updated, near-final draft of the regulations (the Securitisation Regulations) that will, when adopted, replace the retained EU Securitisation Regulation that has been in force in the UK…more

Financial Conduct Authority (FCA), Financial Services Industry, Institutional Investors, UK

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Green Hydrogen in Asia: A Brief Survey of Existing Programmes and Projects

Asian countries have predominantly relied on coal and natural gas to meet their electricity demands, but the landscape is rapidly evolving. Many Asian countries have committed to ambitious net-zero and decarbonisation goals…more

Electricity, Energy Projects, Energy Sector, Hydrogen Power, Popular

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Life Sciences Snapshot – A Quarterly Report on Financing Trends – Q1 2024

This report series examines quarterly trends in life sciences venture investment. Key findings for Q4 2023 include: • Life sciences VC deal value in Q4 2023 totaled $6.6 billion, representing a 25.0% decrease from the prior…more

Biotechnology, Investment, Life Sciences, Pharmaceutical Industry, Prescription Drugs

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Economic Crime (Transparency and Enforcement) Act 2022 – Implications for Property Transactions

The Economic Crime (Transparency and Enforcement) Act 2022 (the "Act") received royal assent on 15 March 2022 and key aspects of the Act summarised below came into force in the UK on 1 August 2022. The aim of the Act is to…more

Disclosure Requirements, Public Disclosure, Real Estate Investments, Real Estate Transactions, Supply Chain

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Courts Stay Pipeline Construction

In the past week, the D.C. Circuit and Second Circuit have stayed pipeline construction on the Atlantic Sunrise and Valley Lateral Projects, respectively, following challenges to FERC orders allowing the projects to proceed. No…more

Administrative Stay, Certificate of Public Convenience and Necessity, Energy Projects, Energy Sector, FERC

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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The Economic Crime and Corporate Transparency Act 2023: First Changes to be Introduced on 4 March 2024

Companies House plans to introduce the first changes being made by the Economic Crime and Corporate Transparency Act 2023 on 4 March 2024. What’s Being Introduced New rules for registered office addresses New requirement for a…more

Corporate Crimes, Corporate Entities, Corporate Transparency Act, Financial Crimes, UK

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Illumina vs European Commission: the EU General Court endorses the Commission’s new approach to Article 22 EUMR allowing the capture of mergers below the thresholds

In a judgment dated 13 July 2022 (T-227/21), the General Court of the European Union (the “General Court” or the “Court”) upheld the decision of the European Commission (the “Commission”) whereby the latter accepted to assert…more

Competition, EU, EUMR, European Commission, European Merger Control Regulation

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Updated Guidance on Return to Work from OSHA and EEOC

As much of the US re-opens, governmental agencies are issuing updated guidance to guide the return to the workplace. Here’s the latest from OSHA and the EEOC…more

Coronavirus/COVID-19, Employer Responsibilities, Equal Employment Opportunity Commission (EEOC), OSHA, Personal Protective Equipment

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Draft Revised California Consumer Privacy Act (CCPA) Regulations: The Top 5 Takeaways

At a board meeting on June 8, 2022, the California Privacy Protection Agency (“CPPA”) voted unanimously to move forward with draft revised California Consumer Privacy Act (“CCPA”) regulations, beginning a formal rulemaking…more

California Consumer Privacy Act (CCPA), Comment Period, Consumer Privacy Rights, Data Collection, Data Privacy

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Employers of Record (EORs) in Germany – What You Need to Know

Many international providers offer services of U.S.-style Employers of Record. An EOR is a third-party company that acts as a local legal employer for another company. The EOR carries the legal and compliance obligations of an…more

Employer Liability Issues, Employment Contract, Germany, International Labor Laws

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UPDATE: Russia lifted some restrictions introduced by Russian President Decree No. 79 in March 2022

Starting June 17th, 2022, Russian residents can receive proceeds from the sale of foreign shares into their non-Russian brokerage or bank accounts as long as the proceeds are received from non-Russian residents in non-Russian…more

Economic Sanctions, Employee Benefits, Foreign Bank Accounts, Foreign Investment, Qualified Restricted Stock Units (RSUs)

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World’s “Largest Area of Safe Data Flow” Created by Japan and the European Union

The EU-Japan Economic Partnership Agreement between Japan and the European Union (“EU”) recently came into force, creating the world’s biggest open trading zone that covers 635 million people and almost one-third of the world’s…more

Cybersecurity, Data Protection, Economic Partnership Agreements, EU, General Data Protection Regulation (GDPR)

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Japan Renewables Alert 67

Many regulatory amendments that could impact renewable energy generation projects are scheduled to take effect in FY2024 (starting in April 2024). In April 2024, the amendments to the Act on Special Measures Concerning…more

Energy Projects, Energy Sector, Japan, Offshore Wind, Renewable Energy

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The UK’s Online Safety Act and EU’s Digital Services Act: What Online Service Providers Should Know

The UK’s new Online Safety Act (the “OSA”) and the EU’s Digital Services Act (the “DSA”) both try to make the internet safer by focusing on an online service provider’s systems and processes. But differences in the laws will…more

Digital Services, Online Platforms, Personal Data, UK

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AI-Generated Child Sexual Abuse Material: How Companies Can Reduce Risk

Companies with an online presence must be vigilant of current and proposed legislation aimed at protecting children online. With the growing use of artificial intelligence (AI), companies face an increasing and unprecedented…more

Artificial Intelligence, Child Abuse, Child Pornography, Sexual Abuse

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Five Document Management Steps to Protect an Emerging Company’s Future

Focused on getting their businesses in a position to thrive, few emerging companies think about how documents and document management policies can cause significant future litigation exposure. We have found that emails, IMs,…more

Confidential Information, Confidentiality Policies, Corporate Counsel, Document Management, Document Retention Policies

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Ten Facts about the USPTO’s New Expungement and Reexamination Proceedings

As 2021 drew to a close, the United States Patent and Trademark Office (USPTO) introduced two new procedures pursuant to the Trademark Modernization Act of 2020 (the “Act”), providing new, streamlined avenues to seek…more

Expungement, Trademark Application, Trademark Cancellation, Trademark Modernization Act (TMA), Trademark Trial and Appeal Board

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Confidentiality of Substance Use Disorder Patient Records: What to Know About Updates to Part 2

The U.S. Department of Health & Human Services (HHS), through the Substance Abuse and Mental Health Services Administration (SAMHSA) and the Office for Civil Rights (OCR), has announced a final rule (the Rule) updating the…more

Confidential Information, Department of Health and Human Services (HHS), Health Care Providers, Health Insurance Portability and Accountability Act (HIPAA), Medical Records

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Three Things to Consider When Sharing Confidential or Proprietary Information with State and Municipal Governments

Many companies find themselves in the position of voluntarily sharing some of their most sensitive data and other confidential information with state and local governments. For example, this type of information-sharing may occur…more

Confidential Information, FOIA, Government Agencies, Municipalities, Public Records

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Antitrust Damages Claims in Germany

Kartelle sind schwerwiegende Eingriffe in unsere marktwirtschaftliche Ordnung, die jedes Jahr erhebliche volkswirtschaftliche Schäden verursachen. Wenn sich Wettbewerber untereinander absprechen, um Preise festzusetzen, Märkte…more

Antitrust Provisions, Antitrust Violations, Cartels, Competition, Damages

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Second Circuit Upholds Dismissal of U.S. Bank’s Untimely Breach of Contract and Indemnity Claims

On February 6, the Second Circuit affirmed a trial court order dismissing repurchase and indemnification claims brought by the Federal Housing Finance Agency (“FHFA“), acting on behalf of U.S. Bank as Trustee, against GreenPoint…more

Breach of Contract, FHFA, Indemnity Claim, Mortgages, Statute of Limitations

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Digital Tokens as Securities: The SEC Weighs in on the Debate

Orrick's global Blockchain Working Group is in the camp that believes the blockchain and associated token or appcoin innovations are here to stay and have the potential to be a significant disruptive force, but we will be happy…more

Blockchain, Cryptocurrency, Digital Currency, Distributed Ledger Technology (DLT), Financial Institutions

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NLRB Decision Establishes New Standards for Workplace Policies

This summer, the NLRB adopted a new standard for assessing the lawfulness of workplace policies. Overruling its 2017 decision in Boeing that relaxed scrutiny of workplace policies, the NLRB ruled in Stericycle that a workplace…more

Employer Liability Issues, Employment Policies, NLRA, NLRB, Section 7

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SEC Exempts Asset-Backed Issuers from New Cybersecurity Rules

The Securities and Exchange Commission (“SEC”) adopted new rules on July 26, 2023, to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incidents by public companies. …more

Cybersecurity, Disclosure Requirements, Risk Management, Securities and Exchange Commission (SEC)

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Gaming & Gambling Update – Week of February 12, 2024

Welcome to Orrick’s new Gaming & Gambling Update! We aim to share a sampling of the latest legislative, regulatory and legal developments in the gaming and gambling market. Of course, if you have questions or would like further…more

Gambling, Gaming, Sports Betting, State and Local Government

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CFPB's RESPA Advisory Addresses Online Mortgage-Comparison Platforms

The Consumer Financial Protection Bureau (CFPB) issued guidance yesterday making clear that those who operate or participate in online mortgage-comparison shopping platforms will be closely scrutinized for compliance with the…more

Advisory Opinions, Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Mortgages, RESPA

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Critical Full Service Restrictive Covenant Compliance: Orrick’s State-by-State Survey

We are seeing a steep increase in restrictive covenants legislation across the country with laws and enforceability widely varied from state to state. So how do companies that have seen their workforce distributed in more states…more

Confidential Information, Employer Liability Issues, Employment Contract, Non-Compete Agreements, Non-Solicitation Agreements

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Dismissing Securities Act Claims, California State Court Holds That Federal Forum Selection Provision in Delaware Corporate Charter Is Enforceable

On September 1, 2020, a California Superior Court judge in San Mateo County upheld a federal forum provision (“FFP”) in the charter of Delaware company Restoration Robotics, Inc., which mandated that stockholder claims under the…more

Certificates of Incorporation, Corporate Counsel, Delaware General Corporation Law, Forum Selection, PSLRA

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IRA: Energy Communities and Brownfields Tax Guidance: What Companies Need To Know

Initial guidance for the bonus credit amount for renewable energy projects located in “energy communities” answers numerous questions about how to prove a project qualifies for extra tax credits. The guidance—which is in Notice…more

Brownfield Properties, CERCLA, Contaminated Properties, Energy Sector, Inflation Reduction Act (IRA)

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Key Takeaways from the CFPB’s First Public Enforcement Action Alleging Violations of RESPA Section 8 Since 2017

The Consumer Financial Protection Bureau (CFPB) has issued a consent order to a residential mortgage loan originator to resolve allegations that it provided illegal incentives to real estate brokers and agents in exchange for…more

Consumer Financial Protection Bureau (CFPB), Enforcement Actions, Mortgage Loan Originators, Mortgages, RESPA

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Gaming & Gambling Update – Week of February 12, 2024

Welcome to Orrick’s new Gaming & Gambling Update! We aim to share a sampling of the latest legislative, regulatory and legal developments in the gaming and gambling market. Of course, if you have questions or would like further…more

Gambling, Gaming, Sports Betting, State and Local Government

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Green Hydrogen in Asia: A Brief Survey of Existing Programmes and Projects

Asian countries have predominantly relied on coal and natural gas to meet their electricity demands, but the landscape is rapidly evolving. Many Asian countries have committed to ambitious net-zero and decarbonisation goals…more

Electricity, Energy Projects, Energy Sector, Hydrogen Power, Popular

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Japanese Foreign Exchange and Foreign Trade Act: Important Considerations for Venture Capital and Private Equity

On June 7, the amended ordinances (the “Amended Ordinances”) prepared by the Japanese government to implement amendments to the Foreign Exchange and Foreign Trade Act (the “FEFTA”) were fully implemented, after coming into…more

FEFTA, Foreign Direct Investment, Japan, Private Equity, Venture Capital

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A Teachable Moment: Latest SEC Enforcement Actions Remind Underwriters of Limited Offering Exemption’s “Reasonable Belief” Requirements

In an unprecedented move, the Securities and Exchange Commission (the “SEC”) recently filed litigation against one underwriter of municipal securities and announced settlements with three others. The litigation and settlements…more

Disclosure Requirements, Investors, MSRB, Municipal Securities Issuers, Municipal Securities Market

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Illinois Nonprofit Hospital Property Tax Exemptions Upheld

On September 20, 2018, the Illinois Supreme Court published its opinion in Oswald v. Hamer, which upheld Section 15-86 of the Illinois Property Tax Code (“Section 15-86”), an Illinois statute that provides for a charitable…more

Charitable Donations, Healthcare Facilities, IL Supreme Court, Non-Profit Hospitals, Property Tax

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Fusions-absorptions et transmission de la responsabilité pénale : revirement de la jurisprudence de la chambre criminelle de la Cour de cassation pour les opérations réalisées à compter du 25 novembre 2020

Dans un arrêt du 25 novembre 2020, la chambre criminelle de la Cour de cassation a annoncé un revirement de sa jurisprudence en matière de transfert de la responsabilité pénale résultant d’une fusion absorption…more

Allocation of Liability, Corporate Sales Transactions, Court of Cassation, Criminal Liability, France

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FERC Finalizes Rule Adopting Interconnection Reforms

On July 28, 2023, the Federal Energy Regulatory Commission (“FERC” or the “Commission”) issued a long-anticipated final rule adopting reforms to streamline the generator interconnection process and address the nationwide backlog…more

Energy Sector, FERC, Interconnections, Transmission Grid

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How to Avoid Immigration-Related Discrimination When Complying with U.S. Export Control Laws in Hiring and Employment Verification

U.S. employers may find it confusing that hiring for certain roles can involve what seem to be competing compliance obligations. On one hand, the Immigration and Nationality Act makes it illegal for employers to make hiring or…more

Department of Justice (DOJ), Employment Authorization Documents (EAD), Export Controls, Foreign Nationals, Form I-9

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REMICs, Mortgage Loan Modifications and COVID-19

This memorandum discusses certain tax considerations in connection with forbearances, waivers and other modifications with respect to a mortgage loan that is held by a REMIC or about to be contributed to a REMIC, in light of the…more

Coronavirus/COVID-19, IRS, Loan Modifications, Mortgages, REMIC

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Could a Grand Bargain Support Debt Service Relief and Bolster Climate-Related Financing in the Developing World?

As world leaders prepare for the UN Climate Change Conference (COP 28) beginning in the United Arab Emirates this week, new ideas may help advance solutions to the globe’s most challenging climate-related finance problems…more

Climate Change, Financial Institutions, Sustainability, Sustainable Finance

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Kirschner Court Adopts Fact Specific Analysis to Conclude That Loans Are Not Securities

The United States Court of Appeals for the Second Circuit recently affirmed the 2020 Kirschner v. JP Morgan Chase Bank, N.A. ruling that a secured $1.775 billion syndicated term loan to Millennium Laboratories LLC (Millennium)…more

Borrowers, Investors, Loans, Syndicated Loans

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CFPB Order Makes it Clear: Nonbanks Should Prepare for CFPB Supervision

The CFPB recently published a decision and order subjecting a nonbank consumer lender to its supervisory authority based on its determination that the lender may be “engaging, or has engaged, in conduct that poses risks to…more

Banking Sector, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Debt Collection, Financial Institutions

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California Requires Large Companies to Disclose Certain Climate Change-Related Information

Starting in 2026, large companies doing business in California need to comply with new climate change-related disclosure requirements described in two separate bills (S.B. 253 - Climate Corporate Data Accountability Act (CCDAA)…more

Carbon Emissions, Climate Change, Disclosure Requirements, Greenhouse Gas Emissions

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Attention BAB Issuers: Extraordinary Optional Redemption is Available

For more than 10 years, as the subsidy for direct payment Build America Bonds (BABs) has been less than originally promised due to sequestration, issuers have wondered if sequestration constituted an “extraordinary event” that…more

American Recovery and Reinvestment Act, Bonds, Internal Revenue Code (IRC), Tax Refunds

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Third Circuit Finds Trustee Not Liable for $168 Million RMBS Loss – IKB Failed to Show Trustee Violated Contractual Obligations

The Third Circuit Court of Appeals affirmed a trial’s court’s dismissal of IKB International SA’s claims against Wilmington Trust Co., holding that IKB had not demonstrated that Wilmington violated its contractual obligations…more

Breach of Contract, RMBS, Trustees

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Replacing the Words “Trade Secrets” with “Confidential Information” Does Not Allow a Party to Bypass Its Obligations Under California Code of Civil Procedure Section 2019.210

In a recent discovery dispute before the Northern District of California, Plaintiff Monolithic Power Systems, Inc. (“Monolithic”) unsuccessfully attempted to bypass California Code of Civil Procedure section 2019.210 which…more

Computer Fraud and Abuse Act (CFAA), Confidential Information, Intellectual Property Protection, Misappropriation, Trade Secrets

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P3 Infrastructure Assessment Grants: New DOT Grants to Help State and Local Governments Study P3 Possibilities

The Department of Transportation's Build America Bureau is soliciting applications until May 10 for grants intended to help state and local governments assess whether any of their assets would be viable for monetization in a…more

Department of Transportation (DOT), Grants, Infrastructure, Public Private Partnerships (P3s), Transportation Industry

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From Exit Threats To Tiny Tweaks: What's Next For NAFTA?

With the first 100 days of the Trump administration just underway, President Trump has already taken steps to fulfill his campaign promises and renegotiate or withdraw from various U.S. trade deals, including the Trans-Pacific…more

Cross-Border Transactions, Foreign Investment, Free Trade Agreements, Mexico, NAFTA

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Tax Issues When Fixing Rate and Fee Adjusters in Tax-Exempt Loans

The recently enacted reduction of the maximum federal corporate tax rate may trigger contractual provisions that provide for a significant increase in the interest rate on tax-exempt debt privately placed with a bank lender or…more

Corporate Taxes, Loans, New Legislation, Public Finance, Tax Cuts and Jobs Act

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RegFi Episode 24: What will Supervisory Exams Look Like for Tech Companies under CFPB’s Proposed “Larger Participant” Rule?

The CFPB’s Proposed Larger Participant Rule for Payments Providers, if adopted, will subject large tech companies providing payments services and mobile wallets to bank-like supervisory examinations of their payments activities…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Financial Institutions, Financial Regulatory Reform

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Fari accesi sulle società di comodo nella UE

In data 22 dicembre 2021, la Commissione Europea ha adottato una Proposta di Direttiva finalizzata a contrastare l’uso improprio ai fini fiscali delle società di comodo residenti nei paesi dell’Unione (“Proposal for a Council…more

EU, European Commission, International Tax Issues, Member State, Shell Corporations

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The Oil & Gas Law Review - Edition 2: Chapter 9: FRANCE

Located in more than 60 fields mainly in the Paris region and in the south west (Aquitaine Basin), French hydrocarbon deposits produced 790 tonnes of oil and 0.3 tonnes of oil equivalent (Mtoe) of natural gas in 2013,…more

Energy Sector, Fracking, France, Oil & Gas

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Delaware Supreme Court’s Long‐Awaited Decision May Raise More Questions Than It Answers

On November 16, 2021, the Supreme Court of Delaware issued an opinion in Lavastone Capital LLC v. Estate of Beverly E. Berland (“Berland”) answering three certified questions under Delaware law. All three questions concerned…more

DE Supreme Court, Death Benefits, Insurance Claims, Insurance Litigation, Life Insurance

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New Insurance Disclosure Law in New York Impacts Pending and Future Litigation (UPDATED)

On December 31, 2021 New York Governor Kathy Hochul signed into law the Comprehensive Insurance Disclosure Act (the “Act”), placing significant burdens on defendants in litigation. Under the Act defendants must produce relevant…more

Commercial General Liability Policies, Cyber Insurance, D&O Insurance, Disclosure Requirements, E&O Insurance

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What Healthcare Companies Need to Know and Do About Ad Tracking Technologies

Healthcare companies track visitors to websites and mobile apps with third-party technologies like cookies and pixels, but that widespread practice now comes with steadily growing risk. The Federal Trade Commission is zeroing…more

Cybersecurity, Enforcement Actions, Federal Trade Commission (FTC), Health Insurance Portability and Accountability Act (HIPAA), Life Sciences

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Municipal Bankruptcy: Avoiding and Using Chapter 9 in Times of Fiscal Stress (Second Edition)

We intend this pamphlet to provide an overview of chapter 9 for those who manage and govern municipalities. We offer some thoughts on how to avoid filing as well as how to successfully navigate a bankruptcy case and emerge in…more

Chapter 9, Municipal Bankruptcy, Municipalities, Restructuring

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Recent Changes to Italian Arbitration Law

As part of Italy’s National Recovery and Resilience Plan, the Italian Council of Ministers have approved Legislative Decree No. 149/2022 (the “Decree”) to amend the Italian Code of Civil Procedure (“ICCP”). The Decree has been…more

Arbitration, Arbitration Agreements, Dispute Resolution, International Arbitration, Italy

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Viking River Cruises – What This Means for California Employers, Now and in the Future

On June 15, 2022, the U.S. Supreme Court issued its highly anticipated decision in Viking River Cruises, Inc. v. Moriana, which has been heralded as a significant victory for employers. The majority (including Alito, Sotomayor,…more

Arbitration, Arbitration Agreements, Federal Arbitration Act, Private Attorneys General Act (PAGA), SCOTUS

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Life Sciences Snapshot – A Quarterly Report on Financing Trends – Q1 2024

This report series examines quarterly trends in life sciences venture investment. Key findings for Q4 2023 include: • Life sciences VC deal value in Q4 2023 totaled $6.6 billion, representing a 25.0% decrease from the prior…more

Biotechnology, Investment, Life Sciences, Pharmaceutical Industry, Prescription Drugs

See all updates »

Green Hydrogen in Asia: A Brief Survey of Existing Programmes and Projects

Asian countries have predominantly relied on coal and natural gas to meet their electricity demands, but the landscape is rapidly evolving. Many Asian countries have committed to ambitious net-zero and decarbonisation goals…more

Electricity, Energy Projects, Energy Sector, Hydrogen Power, Popular

See all updates »

Founder Series: Leveraging AI for Business Growth in the UK

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Artificial Intelligence, Cybersecurity, Data Security, Personal Data, UK

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U.S. Sixth Circuit Holds that Customary Language in Amendment and Restatement Agreements May Extinguish Existing Security Interests via Novation

On August 23, 2016, the U.S. Court of Appeals for the Sixth Circuit held in the Chapter 7 bankruptcy case In re Fair Finance Company that an amendment and restatement of a loan and security agreement may have been a novation of…more

Chapter 7, Commercial Bankruptcy, Financial Institutions, Liens, Loans

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Singapore's New Approach to Determining Arbitrability

While it might seem to a commercial negotiator to be a point of pedantic detail in drafting an arbitration clause, the recent decision of Anupam Mittal v. Westbridge Ventures emphasises the importance for commercial parties to…more

Arbitration, Arbitration Agreements, Arbitration Procedural Rules, Choice-of-Law, Dispute Resolution

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Adolph v. Uber: Sending Individual PAGA Claims to Arbitration Does Not Affect Plaintiffs’ Standing to Pursue a Representative PAGA Claim

The California Supreme Court issued its long-awaited ruling in Adolph v. Uber Technologies, Inc. on July 17, 2023, holding that an employee can pursue a non-individual representative action under the Private Attorneys General…more

Arbitration, Arbitration Agreements, CA Supreme Court, Employment Litigation, Federal Arbitration Act

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Supreme Court Agrees to Review Constitutionality of CFPB’s Funding, But Not on an Expedited Basis

The Supreme Court granted the Consumer Financial Protection Bureau’s (CFPB) request to review the Fifth Circuit’s decision in Community Financial Services Association of America v. Consumer Financial Protection Bureau but so far…more

Briefing Schedule, Constitutional Challenges, Consumer Financial Protection Bureau (CFPB), Consumer Financial Protection Bureau v Community Financial Services Association of America Ltd, Enforcement Actions

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Il D.lgs. n. 14 del 12 Gennaio 2019 e l'emersione tempestiva della crisi d'impresa. Obblighi a carico delle societa' e dei loro organi sociali

Il nuovo codice della crisi d'impresa e dell'insolvenza (il "Codice"), contenuto nel d.lgs. n. 14 del 12 gennaio 2019, è stato pubblicato sulla Gazzetta Ufficiale n. 38 del 14 febbraio 2019…more

Commercial Bankruptcy, Crisis Management, Debtors, Entrepreneurs, Insolvency

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COVID-19 Disaster Relief Payments Under Section 139

In the wake of the COVID-19 pandemic and shelter-in-place orders, businesses are considering ways to assist employees and other workers who are financially burdened by the crisis…more

Coronavirus/COVID-19, Disaster Aid, Internal Revenue Code (IRC), IRS, Tax Planning

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Deducting Success Fees in M&A Sell-Side Transactions: Guidance for Private Equity Portfolio Companies

In a typical sale of a private equity portfolio company, sell-side success fees payable to bankers and financial advisors represent one of the most significant transaction costs. Although most types of success fees are generally…more

Income Taxes, IRS, Private Equity, Tax Planning

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Critical Full Service Restrictive Covenant Compliance: Orrick’s State-by-State Survey

We are seeing a steep increase in restrictive covenants legislation across the country with laws and enforceability widely varied from state to state. So how do companies that have seen their workforce distributed in more states…more

Confidential Information, Employer Liability Issues, Employment Contract, Non-Compete Agreements, Non-Solicitation Agreements

See all updates »

Applying Section 2 To FRAND Violations: “It's Elementary, My Dear Watson”

Many well-reasoned cases have concluded that a holder of standard-essential patents (“SEPs”) subject to a commitment to license on fair, reasonable, and nondiscriminatory (“FRAND”) terms may violate section 2 of the Sherman Act…more

Federal Trade Commission (FTC), FRAND, Standard Essential Patents

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Life Sciences Snapshot – A Quarterly Report on Financing Trends – Q1 2024

This report series examines quarterly trends in life sciences venture investment. Key findings for Q4 2023 include: • Life sciences VC deal value in Q4 2023 totaled $6.6 billion, representing a 25.0% decrease from the prior…more

Biotechnology, Investment, Life Sciences, Pharmaceutical Industry, Prescription Drugs

See all updates »

Cannabis and the Workplace in California: AB 2188

As many states have legalized medical and recreational cannabis use, state employment laws relating to marijuana use have also evolved. California now joins a growing list of states and cities that protect employees and…more

Cannabis Products, Decriminalization of Marijuana, Employer Liability Issues, FEHA, Legislative Agendas

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New York Revises Law on Non-Disclosure Provisions in Settlements of Harassment, Discrimination and/or Retaliation Allegations: What New York Employers Should Know

New York has amended its law on non-disclosure provisions in settlement agreements when those provisions seek to keep confidential the factual foundation of alleged sexual harassment, discrimination and retaliation…more

Corporate Counsel, Employer Liability Issues, Employment Discrimination, Harassment, Non-Disclosure Agreement

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China Proposes to Tighten Biosecurity Law and its Potential Impact on Foreign Pharmaceutical and Biotech Companies Operating in China

On April 26, 2020, the Standing Committee of the National People's Congress, China’s top legislature, passed the second draft of the country’s Biosecurity Law (“Draft Biosecurity Law”). Once promulgated, this will become the…more

Biotechnology, China, Legislative Agendas, Life Sciences, National Security

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Adolph v. Uber: Sending Individual PAGA Claims to Arbitration Does Not Affect Plaintiffs’ Standing to Pursue a Representative PAGA Claim

The California Supreme Court issued its long-awaited ruling in Adolph v. Uber Technologies, Inc. on July 17, 2023, holding that an employee can pursue a non-individual representative action under the Private Attorneys General…more

Arbitration, Arbitration Agreements, CA Supreme Court, Employment Litigation, Federal Arbitration Act

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Midterm General Election Update - November 2022

The late breaking “red wave” – forecasted by pollsters and pundits alike and detailed in our last release – did not materialize, especially at the state level where nearly all of the key legislative chambers and gubernatorial…more

General Elections, Legislative Agendas, Local Elections, Political Campaigns, Political Candidates

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UK Nears Final Securitistion Regulations

On 11 July 2023, HM Treasury published an updated, near-final draft of the regulations (the Securitisation Regulations) that will, when adopted, replace the retained EU Securitisation Regulation that has been in force in the UK…more

Financial Conduct Authority (FCA), Financial Services Industry, Institutional Investors, UK

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Credit Risk Retention – Joint Regulatory Re-Proposed Rules

On August 28, 2013, six federal agencies1 jointly re-proposed rules to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which was added by…more

Dodd-Frank, Financial Regulatory Reform, Proposed Regulation, Risk Retention, Securities Exchange Act

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P3 Infrastructure Assessment Grants: New DOT Grants to Help State and Local Governments Study P3 Possibilities

The Department of Transportation's Build America Bureau is soliciting applications until May 10 for grants intended to help state and local governments assess whether any of their assets would be viable for monetization in a…more

Department of Transportation (DOT), Grants, Infrastructure, Public Private Partnerships (P3s), Transportation Industry

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Silicon Valley Bank Collapse Highlights QSBS Issues

In the wake of Silicon Valley Bank’s failure earlier this month, many technology companies are re-examining their treasury management programs and are considering moving cash into a variety of non-demand-deposit instruments,…more

C-Corporation, Depository Institutions, FDIC, Financial Institutions, Popular

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Orrick’s 2022 State Attorney General Election Report - January 2023

It was a busy 2022 election year for state Attorneys General (AGs) with races in 31 of the 43 states with elected AGs, including the District of Columbia. The Orrick State Attorney General Team’s election results report provides…more

Corporate Counsel, Election Results, General Elections, Local Elections, Political Campaigns

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HSR Filing Thresholds, Filing Fees, and Penalties Increase for 2024 - Originally published January.26.2024

The U.S. Federal Trade Commission (“FTC”) has announced revised filing thresholds as required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), along with adjusted HSR filing fee tiers and…more

Federal Trade Commission (FTC), Filing Fees, Hart-Scott-Rodino Act, Mergers, Size of Persons Test

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Three Things to Consider When Sharing Confidential or Proprietary Information with State and Municipal Governments

Many companies find themselves in the position of voluntarily sharing some of their most sensitive data and other confidential information with state and local governments. For example, this type of information-sharing may occur…more

Confidential Information, FOIA, Government Agencies, Municipalities, Public Records

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SEC Adopts Final Rules Relating to NRSROs and Third-Party Due Diligence Reports

On August 27, 2014, the SEC adopted a number of new rules and amendments designed to improve the quality of credit ratings and increase credit rating agency accountability in accordance with the Dodd-Frank Act. The newly…more

Credit Ratings, Credit Reports, Dodd-Frank, Due Diligence, NRSRO

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AI Washing: SEC Enforcement Actions Underscore the Need for Companies to Stick to the Facts on Artificial Intelligence

The SEC settled charges last week against two investment advisers for making false and misleading statements about their purported use of artificial intelligence (AI), including claims that AI was used to inform investment…more

Artificial Intelligence, Enforcement Actions, False Statements, Investment Adviser, Misleading Statements

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AI in M&A: 10 Things to Consider in Acquisitions

The surge in use and development of AI systems and products, particularly generative AI, has increased interest in investing in and acquiring companies that offer AI solutions or that have integrated AI into their operations…more

Acquisitions, Artificial Intelligence, Federal Trade Commission (FTC), Purchase Agreement

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Overview of the M&A Industry in France

How was the M&A market in Q1 2012 compared to Q1 2011? As seems to be the case for most European countries, Q1 2012 saw a decline in M&A compared to Q1 2011. Although M&A activity remained stable between 2009 and 2011 in…more

Acquisitions, EU, Mergers

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Transactions in the Age of Artificial Intelligence 5 Potential Pitfalls to Consider

Soaring interest and rapid growth in artificial intelligence (AI) has made it a major focus of technology transactions – but the standard acquisition agreement has not kept pace. AI companies present unique risks to potential…more

Algorithms, Artificial Intelligence, Machine Learning, Technology Sector

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Tough Legacy Made Easy: An Overview of the Federal LIBOR Legislation

On March 15, President Biden signed, as part of a larger appropriations act, legislation known as the “Adjustable Interest Rate (LIBOR) Act,” which addresses “tough legacy” contracts that do not provide for the use of clearly…more

Banking Sector, Benchmarks, Financial Institutions, Financial Regulatory Reform, ICE Benchmark Administration (IBA)

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Piattaforme on-line, Comparazione Finanziamenti E Riserva Di Legge. Consultazione Oam in Corso

L’OAM ha lanciato una consultazione relativamente al testo di una propria comunicazione (la “Comunicazione”) avente ad oggetto: “Chiarimenti in merito al funzionamento delle piattaforme on-line che offrono servizi di…more

Financial Institutions, Financial Services Industry, FinTech, Italy, Online Platforms

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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DOJ’s Renewed Focus on Individual Accountability in White Collar Criminal Enforcement

In a speech to the ABA’s 2021 annual National Institute on White Collar Crime, Deputy Attorney General (“DAG”) Lisa Monaco emphasized that prosecuting individuals accused of white collar crime is a top priority for the Biden…more

Biden Administration, Cooperation, Corporate Crimes, Corporate Misconduct, Criminal Liability

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Annual Reporting Requirements for Incentive Stock Options and Employee Stock Purchase Plans - January 2024

Requirement to Report For (1) any exercise of an incentive stock option (ISO) during 2023 or (2) transfer during 2023 of a share previously purchased pursuant to a tax-qualified employee stock purchase plan (ESPP), the Internal…more

Annual Reports, Employee Benefits, Employee Stock Purchase Plans, Incentive Stock Options, IRS

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The New "Uniquely Required" Standard of U.S. Export Licensing Policy for SMIC

On December 18, 2020, the Bureau of Industry and Security (“BIS”) announced the addition of 77 new entities, including Semiconductor Manufacturing International Corporation (“SMIC”), to the Entity List…more

Bureau of Industry and Security (BIS), China, Entity List, Export Administration Regulations (EAR), Export Controls

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Crypto Winter: How Companies and Investors Can Reduce Risk Amid Rising Enforcement and Litigation

The most recent crypto winter has been accompanied a flurry of U.S. enforcement actions and private litigation. Authorities fined Bitmex $100 million and sanctioned Tornado Cash. A wave of class actions grew. FTX’s collapse and…more

Blockchain, Cryptocurrency, Decentralized Finance (DeFi), Digital Assets, Distributed Ledger Technology (DLT)

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New York Department of Financial Services Finalizes Amended Cybersecurity Regulations

On November 1, the New York Department of Financial Services (NYDFS) amended its cybersecurity regulations to set additional notification, administrative, training and technical requirements. The Amended Cybersecurity…more

Banking Sector, Cybersecurity, Data Protection, Financial Institutions, Financial Services Industry

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The Uniform Commercial Code Amendments on Digital Assets: Where Do Things Stand?

Delaware recently joined nine states in approving changes to the Uniform Commercial Code (UCC) involving digital assets. Another 15 states and Washington, D.C. are considering the changes. The Uniform Law Commission urged…more

Cryptocurrency, Digital Assets, Digital Currency, Uniform Commercial Code (UCC)

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Biden Directs Attorney General to Restrict Transfer of Sensitive Personal Data to Countries of Concern

On February 28, 2024, President Biden issued Executive Order 14117, calling for new regulations to prohibit or restrict transactions that enable countries of concern to access sensitive U.S. personal and government data. The…more

Cybersecurity, Cybersecurity Information Sharing Act (CISA), Data Privacy, Data Protection, Data Security

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The CFPB’s Overdraft Proposal: What Financial Institutions Need to Know

The CFPB has proposed a long-anticipated rule targeting overdraft fees.  Billed as part of its effort to rein in “junk fees,” the proposal could have a significant effect on the nature and availability of overdraft protection…more

Banking Sector, Banks, Comment Period, Consumer Financial Protection Bureau (CFPB), Credit Cards

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Orrick Submits Comments to Civil Rules Advisory Committee Regarding the Proposed Amendments to the Federal Rules of Civil Procedure

On February 12, Orrick submitted written comments regarding proposed amendments to the Federal Rules of Civil Procedure ("FRCP") intended to facilitate more meaningful discovery efforts and to reduce cost and delay in…more

Federal Rules of Civil Procedure, Proposed Amendments

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Orrick’s 2022 State Attorney General Election Report - January 2023

It was a busy 2022 election year for state Attorneys General (AGs) with races in 31 of the 43 states with elected AGs, including the District of Columbia. The Orrick State Attorney General Team’s election results report provides…more

Corporate Counsel, Election Results, General Elections, Local Elections, Political Campaigns

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AI-Generated Child Sexual Abuse Material: How Companies Can Reduce Risk

Companies with an online presence must be vigilant of current and proposed legislation aimed at protecting children online. With the growing use of artificial intelligence (AI), companies face an increasing and unprecedented…more

Artificial Intelligence, Child Abuse, Child Pornography, Sexual Abuse

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New York Non-Compete Law: What It Would Do

Legislators in New York have passed a bill that would prohibit non-compete agreements. Governor Kathy Hochul has expressed support for “banning agreements that limit workers’ ability to move and work freely,” but it is unclear…more

Employer Liability Issues, Employment Contract, Non-Compete Agreements, Restrictive Covenants, State Labor Laws

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CFPB Issues Advisory Opinion on Junk Fees and Customer Requests for Information: What Financial Institutions Should Know

On October 11, the Consumer Financial Protection Bureau (CFPB) issued new guidance on so-called “junk fees” that large financial institutions charge to fulfill customers’ requests for information about their accounts. This…more

Banking Sector, Consumer Financial Protection Bureau (CFPB), Financial Institutions, Financial Services Industry

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Horizontal Cooperation Agreements – New EU Regulations and Guidelines

On 1 June 2023, the European Commission has announced the adoption of updated Horizontal Block Exemption Regulations on Research and Development (R&D) and Specialization agreements (HBERs) and revised Horizontal Guidelines…more

Competition, Cooperation Agreement, Corporate Counsel, EU, European Commission

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Ex-ante Notification Obligations Came Into Force and Should Be Complied With at All Costs

On 12 October, the next chapter of the EU’s fight against distortive subsidies opened, with ex-ante notification obligations for concentrations and bids in public procurement procedures involving subsidies by non-EU countries…more

Acquisitions, EU, European Commission, Foreign Subsidies, Mergers

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New York City Issues Final Rules and New Enforcement Date for its Artificial Intelligence (AI) Law

The New York City Department of Consumer and Worker Protection (“DCWP”) published updated rules to implement its Artificial Intelligence (AI) law, New York City Local Law 144 of 2021. The AI law places restrictions on employers…more

Artificial Intelligence, Automated Systems, Corporate Counsel, Employer Liability Issues, Final Rules

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Distressed Download

Lessons from Sabine - In March, Bankruptcy Judge Shelley Chapman held that Sabine Oil & Gas Corp. satisfied the standards for rejection of several gathering and handling agreements between Sabine and its midstream…more

Commercial Bankruptcy, Covenants that Run With the Land, Creditors, Energy Sector, Executory Contracts

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Licensing, Joint Ownership and the UPC – What to Watch Out For

Not bothering with the upcoming Unitary Patent and Unified Patent Court in your license and other patent-related agreements? Not a good idea, if you want to avoid potentially unpleasant surprises. This Insight flags key issues…more

EU, European Patent Office, Intellectual Property Protection, IP License, Joint Ownership

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Gaming & Gambling Update – Week of February 12, 2024

Welcome to Orrick’s new Gaming & Gambling Update! We aim to share a sampling of the latest legislative, regulatory and legal developments in the gaming and gambling market. Of course, if you have questions or would like further…more

Gambling, Gaming, Sports Betting, State and Local Government

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SEC Proposes Liquidity Management Rules for Mutual Funds and ETFs

On September 22, The Securities and Exchange Commission (SEC) proposed a comprehensive package of rules that would require open-end funds, including mutual funds and exchange-traded funds, to implement liquidity risk management…more

Comment Period, ETFs, Federal Register, Financial Institutions, Investment

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Profiting off Public Panic – Abbott Laboratories et al v. Brown

The COVID-19 pandemic has led to a rise in fraud by wrongdoers seeking to profit off public panic and strained resources. One such example is asserted in the lawsuit filed by global health care company Abbott Laboratories…more

Coronavirus/COVID-19, Former Employee, Intellectual Property Protection, Trade Secrets

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Fifth Circuit Vacates SEC’s Share Repurchase Disclosure Rules

On December 19, 2023, the Fifth Circuit officially vacated the SEC’s share repurchase disclosure rules. As a result of the Court’s decision, companies will not need to comply with the now-vacated share repurchase disclosure…more

Disclosure Requirements, Form 10-K, Securities and Exchange Commission (SEC), Share Buybacks, Stock Repurchases

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SEC Exempts Asset-Backed Issuers from New Cybersecurity Rules

The Securities and Exchange Commission (“SEC”) adopted new rules on July 26, 2023, to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incidents by public companies. …more

Cybersecurity, Disclosure Requirements, Risk Management, Securities and Exchange Commission (SEC)

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An End User’s Practical Guide to the QFC Stay Rules

The Board of Governors of the Federal Reserve System (Board), the Office of the Comptroller of the Currency (OCC), and the Federal Deposit Insurance Corporation (FDIC) adopted rules (together, the QFC Stay Rules) in 2017…more

Covered Entities, Derivatives, FDIC, Federal Reserve, Global Systemically Important Banks (G-SIBs)

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Israel-Hamas War: SEC Disclosure and Governance Considerations

The Hamas terrorist attacks in Israel on October 7th and the Israel-Hamas War have had devastating impacts and threaten to destabilize the region, creating a number of challenges for a wide range of companies. Public companies…more

Corporate Governance, Disclosure Requirements, Form 10-K, Form 10-Q, Form 8-K

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California Clarifies Timelines for Mid-Term Reliability Procurement Mandates of Renewables and Storage

The California Public Utilities Commission has clarified that load-serving entities must have projects online by June 1 to meet annual renewable or zero-emissions energy targets, but they do not have to include these resources…more

Energy Sector, Energy Storage, Renewable Energy, Utilities Sector

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Open Banking: What Consumer Financial Institutions Should Know About the CFPB’s Proposed Rule to Implement Section 1033 of the Dodd-Frank Act

After over a decade of discussion regarding how best to balance the complex set of policy interests, the Consumer Financial Protection Bureau (CFPB) issued a notice of proposed rulemaking to implement section 1033 of the…more

Banking Sector, Consumer Financial Protection Bureau (CFPB), Dodd-Frank, Financial Institutions, Open Banking

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Continuation Funds: A Continuing Trend

The historically illiquid private equity market has found a new path to tradability through the private equity secondaries market and continuation funds. The secondaries market was once a niche market characterized by distressed…more

Investment, Investors, Private Equity, Private Equity Funds

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IRS Issues Direct Pay and Transferability Proposed Regulations

On June 14, 2023, the IRS and Treasury issued proposed regulations (the “Proposed Regulations”) under two novel provisions of the Inflation Reduction Act of 2022 (the “IRA”) designed to promote capital investment in renewable…more

Energy Projects, Inflation Reduction Act (IRA), Investment Tax Credits, IRS, Production Tax Credit

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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Inflation Reduction Act Levels Renewable Energy Playing Field for Tax-Exempt Entities

Historically, only taxpaying entities could take advantage of federal tax credits for renewable energy and other qualifying projects. Tax-exempt entities, such as municipal utilities and rural electrical cooperatives, as well as…more

Department of Energy (DOE), Energy Projects, Energy Sector, Inflation Reduction Act (IRA), Investment Tax Credits

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6 Questions Blockchain Founders Should Ask When Launching a Product or Token

As any founder knows, operating in the blockchain space requires navigating a myriad of regulatory regimes. While every product and token are different, below are 6 key questions that any founder should ask themselves as they…more

Blockchain, Cryptocurrency, Digital Assets, Digital Currency, Office of Foreign Assets Control (OFAC)

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Orrick’s 2022 State Attorney General Election Report - January 2023

It was a busy 2022 election year for state Attorneys General (AGs) with races in 31 of the 43 states with elected AGs, including the District of Columbia. The Orrick State Attorney General Team’s election results report provides…more

Corporate Counsel, Election Results, General Elections, Local Elections, Political Campaigns

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The Texas Business Court: What You Need to Know

Texas has joined more than two dozen other U.S. states in creating a court system to handle certain business disputes. Companies with cases in the new Texas Business Court will appear before appointed judges with expertise in…more

Breach of Contract, Business Court, Business Litigation, Complex Litigation, Contract Disputes

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Startups in the UK: Navigating the Next Phase of Growth

In the second article of a two-part series, Jamie Moore, Kristy Hart, Kelly Hagedorn, Scott Morrison, Cameron Carr, Emma Cameron, Anna O’Kelly and Hanna Hewitt of Orrick explain the key issues and complexities that UK startups…more

Board of Directors, Breach of Duty, Business Formation, Fiduciary Duty, Shareholders

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PAGA Claims May Proceed Despite Arguments That Trying Them Could Be ‘Unmanageable,’ California Supreme Court Rules

The California Supreme Court has determined that trial courts lack the authority to strike claims brought under California’s Private Attorneys General Act (PAGA) on the grounds that trying them would be unmanageable…more

CA Supreme Court, Class Action, Employer Liability Issues, Employment Litigation, Labor Code

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Company’s Bacon Trade Secret Claims Are Cooked After Patent Filing

From Minnesota comes a delicious reminder that the protection of trade secrets requires consideration of a company’s entire intellectual property strategy.  Without such a comprehensive strategy, in the most prosaic of terms, a…more

Breach of Contract, Business Litigation, Hormel, Misappropriation, Patents

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SEC Exempts Asset-Backed Issuers from New Cybersecurity Rules

The Securities and Exchange Commission (“SEC”) adopted new rules on July 26, 2023, to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incidents by public companies. …more

Cybersecurity, Disclosure Requirements, Risk Management, Securities and Exchange Commission (SEC)

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South Carolina District Court Grants Summary Judgment for TCPA Defendant after Supreme Court’s Duguid Decision

A South Carolina federal district court recently granted summary judgment for a TCPA defendant in one of the first major lower court decisions following the Supreme Court's opinion in Facebook v. Duguid, which clarified (and…more

ATDS, Auto-Dialed Calls, Facebook Inc v Duguid, Random or Sequential Number Generator, Robocalling

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CFPB Order Makes it Clear: Nonbanks Should Prepare for CFPB Supervision

The CFPB recently published a decision and order subjecting a nonbank consumer lender to its supervisory authority based on its determination that the lender may be “engaging, or has engaged, in conduct that poses risks to…more

Banking Sector, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Debt Collection, Financial Institutions

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COVID19 IP Update: Can 3D Printing Be the Solution to the Medical Supply Shortage?

As the pandemic worsens, more and more hospitals and medical providers are experiencing shortfalls of critical supplies, including ventilators, face shields, and masks. Those with 3D printers and idle manufacturing centers are…more

3D Printing, Damages, Defense Production Act, Immunity, Injunctive Relief

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Investments in Germany under COVID 19 – Turning Crises into Opportunity

The COVID-19 pandemic has already been declared as history's gravest economic crisis. Chancellor Angela Merkel described the current situation as "the most challenging crisis we have faced since the Second World War." But…more

Agribusiness, Coronavirus/COVID-19, Critical Infrastructure Sectors, Digital Health, Food Supply

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IRS Issues Direct Pay and Transferability Proposed Regulations

On June 14, 2023, the IRS and Treasury issued proposed regulations (the “Proposed Regulations”) under two novel provisions of the Inflation Reduction Act of 2022 (the “IRA”) designed to promote capital investment in renewable…more

Energy Projects, Inflation Reduction Act (IRA), Investment Tax Credits, IRS, Production Tax Credit

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The SEC’s Proposed New Cybersecurity Disclosure Requirements: ABS Supplement for Asset-Backed Issuers

Last week, the SEC proposed new disclosure rules for public companies regarding cybersecurity incidents and related policies and procedures.  These rules could affect how companies structure cybersecurity programs…more

Asset-Backed Securities, Cyber Incident Reporting, Cybersecurity, Disclosure Requirements, Proposed Rules

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UK Nears Final Securitistion Regulations

On 11 July 2023, HM Treasury published an updated, near-final draft of the regulations (the Securitisation Regulations) that will, when adopted, replace the retained EU Securitisation Regulation that has been in force in the UK…more

Financial Conduct Authority (FCA), Financial Services Industry, Institutional Investors, UK

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P3 Infrastructure Assessment Grants: New DOT Grants to Help State and Local Governments Study P3 Possibilities

The Department of Transportation's Build America Bureau is soliciting applications until May 10 for grants intended to help state and local governments assess whether any of their assets would be viable for monetization in a…more

Department of Transportation (DOT), Grants, Infrastructure, Public Private Partnerships (P3s), Transportation Industry

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Additional Considerations on IP Due Diligence for Prospective Investors of Emerging Life Sciences Companies

Following our first article on IP due diligence considerations for prospective investors of emerging life sciences companies, we’re taking an in-depth look at the due diligent action items that can help with decision-making and…more

Due Diligence, Intellectual Property Agreements, Intellectual Property Protection, IP License, Life Sciences

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Edition 2021: Employment Law in Germany – Practical Bilingual Guidelines for Chinese Businesses and Investors

1.1 The Basics The formation of the employment contract is generally subject to the same requirements as any other contract. There must be an offer and an acceptance (either oral or in writing), an intention to enter into…more

China, Collective Bargaining Agreements (CBA), Employer Liability Issues, Employment Contract, Foreign Investment

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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The Cares Act Summary

Employee Benefit Provisions in The Cares Act - To confront the COVID-19 pandemic, Congress passed the CORNAVIRUS AID, RELIEF, AND ECONOMIC SECURITY ACT (CARES ACT) on March 27, 2020. It expands access to retirement funds and…more

CARES Act, Coronavirus/COVID-19, Employee Benefits, Families First Coronavirus Response Act (FFCRA), Financial Stimulus

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Ten Facts about the USPTO’s New Expungement and Reexamination Proceedings

As 2021 drew to a close, the United States Patent and Trademark Office (USPTO) introduced two new procedures pursuant to the Trademark Modernization Act of 2020 (the “Act”), providing new, streamlined avenues to seek…more

Expungement, Trademark Application, Trademark Cancellation, Trademark Modernization Act (TMA), Trademark Trial and Appeal Board

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Energy Transition Series: Five Things to Know about Electric Vehicle Infrastructure

This is part two of our Energy Transition Series, in which we offer our insights on new technologies and their role in driving the energy transition. Part one, 'Five Things to Know about Oil & Gas Electrification'..…more

Automotive Industry, Charging Stations, Electric Vehicles, Infrastructure, Motor Vehicles

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Startups in the UK: Navigating the Next Phase of Growth

In the second article of a two-part series, Jamie Moore, Kristy Hart, Kelly Hagedorn, Scott Morrison, Cameron Carr, Emma Cameron, Anna O’Kelly and Hanna Hewitt of Orrick explain the key issues and complexities that UK startups…more

Board of Directors, Breach of Duty, Business Formation, Fiduciary Duty, Shareholders

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Life Sciences Snapshot – A Quarterly Report on Financing Trends – Q1 2024

This report series examines quarterly trends in life sciences venture investment. Key findings for Q4 2023 include: • Life sciences VC deal value in Q4 2023 totaled $6.6 billion, representing a 25.0% decrease from the prior…more

Biotechnology, Investment, Life Sciences, Pharmaceutical Industry, Prescription Drugs

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'Clawing Back' Executive Compensation: Companies Listed on the NYSE and Nasdaq Have Until December 1 to Adopt a Compensation Recovery Policy

Companies listed on the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) have until December 1 to adopt compliant clawback policies now that the SEC has approved listing standards the exchanges proposed. The SEC…more

Clawbacks, Nasdaq, NYSE, Securities and Exchange Commission (SEC)

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Employers’ Options after the Declaration of State of Emergency in Japan (Japanese)

On April 7, Japan declared a state of emergency covering the seven prefectures of Tokyo, Kanagawa, Saitama, Chiba, Osaka, Hyogo and Fukuoka, effective immediately and lasting through May 6…more

Coronavirus/COVID-19, Japan, Public Health, State of Emergency, Temporary Layoffs

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Top 5 Real Estate Privacy Risks in 2022: What Landlords, Developers and Property Management Companies Need to Know in the United States (U.S.)

From building keycard records to detailed financial information, landlords, developers and property management companies have access to huge amounts of data, and U.S. regulators are starting to take note. A growing number of…more

California Privacy Rights Act (CPRA), Consumer Privacy Rights, Cybersecurity, Data Privacy, Data Security

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Monthly Highlights – UK Employment Law – February 2024

In this month’s instalment, our team discuss the government’s response to the consultation on the draft statutory Code of Practice on Dismissal and Re-engagement and the Employment Tribunal’s findings that an employer was…more

Employer Liability Issues, Employment Litigation, Hiring & Firing, International Labor Laws, UK

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Article 212 du CGI : Le Conseil d’tat se penche sur la question du taux de march

Par une décision du 19 juin 2017 (n° 392543, GE Money Bank), abondamment commentée, le Conseil d’État avait, de façon pragmatique, jugé que le taux de marché par référence auquel il convient d’apprécier si une société a emprunté…more

Creditors, Debtors, France, Interest Rates, Loans

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REMICs, Mortgage Loan Modifications and COVID-19

This memorandum discusses certain tax considerations in connection with forbearances, waivers and other modifications with respect to a mortgage loan that is held by a REMIC or about to be contributed to a REMIC, in light of the…more

Coronavirus/COVID-19, IRS, Loan Modifications, Mortgages, REMIC

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European Data Act: Harmonised Rules on Fair Access to and Use of Data

This Essential Guide to the European Data Act is part of Orrick's Cybersecurity & Privacy Compass Series. The Cybersecurity & Privacy Compass is your global guide to the evolving cybersecurity and privacy regulatory landscape…more

Cybersecurity, Data Privacy, Data Protection, Data Security

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FCA Publishes Final Rules on Board and Executive Management Diversity and Inclusion

The Financial Conduct Authority ("FCA") has announced new Listing Rules ("LRs") and changes to the Disclosure Guidance and Transparency Rules ("DTRs") on board and executive management diversity and inclusion in its policy…more

Corporate Governance, Disclosure Requirements, Diversity and Inclusion Standards (D&I), Financial Conduct Authority (FCA), Listing Rules

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P3 Infrastructure Assessment Grants: New DOT Grants to Help State and Local Governments Study P3 Possibilities

The Department of Transportation's Build America Bureau is soliciting applications until May 10 for grants intended to help state and local governments assess whether any of their assets would be viable for monetization in a…more

Department of Transportation (DOT), Grants, Infrastructure, Public Private Partnerships (P3s), Transportation Industry

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Trade Secrets And 3rd Parties: Litigation Traps To Avoid

Many companies have developed trade secrets policies to protect their valuable information, but even forward-thinking companies may not have internal controls to avoid liability as third parties to alleged trade secret…more

Contractors, Misappropriation, Third-Party, Third-Party Liability, Trade Secrets

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How To Deal with Strikes in France?

In 2019, France has been facing many strikes and social movements which impacted companies in term of business and staff management. Who did not hear about the “Yellow vests” movement or, more recently, the claims raised against…more

France, Labor Code, Strike, Unions

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Will France Become More Employer Friendly with Labor Law Reform?

In June 2017, the French government unveiled its plan to renew French social model, such program includes notably reforming employment law, French pension and unemployment insurance systems. As a first step of this…more

Collective Bargaining, France, Hiring & Firing, International Labor Laws, Termination

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Five Document Management Steps to Protect an Emerging Company’s Future

Focused on getting their businesses in a position to thrive, few emerging companies think about how documents and document management policies can cause significant future litigation exposure. We have found that emails, IMs,…more

Confidential Information, Confidentiality Policies, Corporate Counsel, Document Management, Document Retention Policies

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OLNS#11 – Bridging the Pond – U.S. Venture Capital Deals from a German Market Perspective

In substantially all the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one of the top tech law firms in the world, we…more

Capital Raising, Investment, Investors, Private Equity, Startups

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Continuation Funds: A Continuing Trend

The historically illiquid private equity market has found a new path to tradability through the private equity secondaries market and continuation funds. The secondaries market was once a niche market characterized by distressed…more

Investment, Investors, Private Equity, Private Equity Funds

See all updates »

School Bond Election Timeline for 2024 Election

For school districts and community college districts considering 2024 bond elections, remember that the March 2024 primary election is fast approaching! Even if you are planning for November 2024, it's never too early to get…more

Primary Elections, Public Finance, Public Schools, School Bonds, School Districts

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SEC Climate-Related Disclosure Rules: Highlights, Data Insights, and Key Action Items

The SEC has finalized its long-awaited climate-related disclosure rules. The final rules are consistent with what we believe institutional investors were looking for with respect to climate-related risk oversight and have many…more

Climate Change, Corporate Governance, Disclosure Requirements, Greenhouse Gas Emissions, Securities and Exchange Commission (SEC)

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Silicon Valley Bank Collapse Highlights QSBS Issues

In the wake of Silicon Valley Bank’s failure earlier this month, many technology companies are re-examining their treasury management programs and are considering moving cash into a variety of non-demand-deposit instruments,…more

C-Corporation, Depository Institutions, FDIC, Financial Institutions, Popular

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WeWork Bankruptcy: The Basics

As you may know, WeWork Inc. and 517 of its affiliates filed Chapter 11 bankruptcy petitions this week. At its height, WeWork was valued at $47 billion, but the company’s Class A Common Stock declined more than 98 percent this…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Creditors, Debt Restructuring

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Clean Hydrogen Tax Credits: Treasury Department and IRS Propose Regulations on Production and Investment Tax Credits Under the Inflation Reduction Act

The Treasury Department and IRS have published proposed regulations relating to credits for producing clean hydrogen under the Inflation Reduction Act  (“IRA”), a key step in implementing the National Clean Hydrogen Strategy…more

Clean Energy, Greenhouse Gas Emissions, Hydrogen Power, Inflation Reduction Act (IRA), IRS

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PTAB Snapshot – Q2 2021: Institution Rate, Discretionary Denials, And PTAB Estoppel

In this first edition of Orrick’s quarterly series on PTAB trends and precedent, we provide statistics on the falling institution rate, relatively steady challenger success rate, and rapid increase in discretionary denials…more

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

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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Did the FCC Really Ban AI-Generated Voice Calls? No . . . But Restrictions Apply

The Federal Communications Commission (FCC) has released a declaratory ruling confirming that calls containing AI-generated voices are subject to consent requirements imposed on “artificial or prerecorded voices” under the TCPA…more

Artificial Intelligence, FCC, Robocalling, TCPA, Telecommunications

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6 Questions Blockchain Founders Should Ask When Launching a Product or Token

As any founder knows, operating in the blockchain space requires navigating a myriad of regulatory regimes. While every product and token are different, below are 6 key questions that any founder should ask themselves as they…more

Blockchain, Cryptocurrency, Digital Assets, Digital Currency, Office of Foreign Assets Control (OFAC)

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Founder Series: Top Tips on Raising Bridge Financing

Convertible securities such as simple agreements for future equity (SAFEs), advance subscription agreements (ASAs) and conventional convertible loan notes (CLNs) are increasingly used as agile and flexible funding instruments,…more

Conversion, Debt Financing, Early Stage Companies, Equity Financing, Financing

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Updated Guidance on Return to Work from OSHA and EEOC

As much of the US re-opens, governmental agencies are issuing updated guidance to guide the return to the workplace. Here’s the latest from OSHA and the EEOC…more

Coronavirus/COVID-19, Employer Responsibilities, Equal Employment Opportunity Commission (EEOC), OSHA, Personal Protective Equipment

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Orrick's Global Real Estate Roundup - February 2013

As we look back on a busy fourth quarter 2012 that saw a flurry of deal closings in the final weeks of the year for core and value-added commercial properties in the US, an active transaction pipeline is already ramping up for…more

CMBS, Commercial Real Estate Market, Foreign Investment, REIT

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Stadnick v. Vivint Solar: The Second Circuit Rejects Shaw's "Extreme Departure Test"

Last week in Stadnick v. Vivint Solar, the Second Circuit provided important guidance for determining when an omission in a registration statement is material for purposes of a Section 11 claim. The decision holds that the…more

Disclosure Requirements, Initial Public Offering (IPO), Material Misstatements, Registration Statement, Renewable Energy

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HSR Filing Thresholds, Filing Fees, and Penalties Increase for 2024 - Originally published January.26.2024

The U.S. Federal Trade Commission (“FTC”) has announced revised filing thresholds as required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), along with adjusted HSR filing fee tiers and…more

Federal Trade Commission (FTC), Filing Fees, Hart-Scott-Rodino Act, Mergers, Size of Persons Test

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Largest Single Whistleblower Award Ever under Dodd Frank

The Commodity Futures Trading Commission awarded approximately $200 million to a single whistleblower earlier this month based on the individual’s “significant contribution” to the success of a CFTC action and two Related…more

CFTC, Corporate Investigations, Dodd-Frank, Enforcement Actions, Sarbanes-Oxley

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NLRB Decision Establishes New Standards for Workplace Policies

This summer, the NLRB adopted a new standard for assessing the lawfulness of workplace policies. Overruling its 2017 decision in Boeing that relaxed scrutiny of workplace policies, the NLRB ruled in Stericycle that a workplace…more

Employer Liability Issues, Employment Policies, NLRA, NLRB, Section 7

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Clean Hydrogen Tax Credits: Treasury Department and IRS Propose Regulations on Production and Investment Tax Credits Under the Inflation Reduction Act

The Treasury Department and IRS have published proposed regulations relating to credits for producing clean hydrogen under the Inflation Reduction Act  (“IRA”), a key step in implementing the National Clean Hydrogen Strategy…more

Clean Energy, Greenhouse Gas Emissions, Hydrogen Power, Inflation Reduction Act (IRA), IRS

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Lehman Brothers to Pay $2.38 Billion in Connection with RMBS Claims

On March 8, 2018, Judge Shelley C. Chapman of the United States Bankruptcy Court for the Southern District of New York issued a decision from the bench valuing RMBS breach of representation and warranty claims against…more

Bankruptcy Court, Representations and Warranties, RMBS, Trustees

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Banking Agencies Issue Guidance on Managing Risks with Fintechs and Other Third Parties: How It May Affect Your Business

After a nearly two-year notice and comment period, the Comptroller of the Currency, Federal Deposit Insurance Corporation and Federal Reserve have published much-anticipated final guidance for banks on managing risks associated…more

Banking Sector, Banks, FDIC, Federal Reserve, OCC

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Hot Off the Press: Efforts to Stabilize the U.S. Banking System

In a joint statement, the Department of the Treasury, the Federal Reserve and the FDIC announced that..…more

Deposit Insurance, FDIC, Federal Reserve, Financial Crisis, Financial Institutions

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H-1B Lottery to Open on March 6 With Notable Changes

The annual H-1B electronic registration period (often known as the H-1B lottery) for Fiscal Year 2025 will open March 6 and run through 12 p.m. EST March 22. During this period, prospective H-1B employers and their…more

Foreign Nationals, Foreign Workers, H-1B, Immigrants, Immigration Procedures

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California’s Delete Act: 5 Things to Know

California Gov. Gavin Newsom has signed a bill into law aimed at letting consumers delete their personal information in the hands of data brokers in California…more

California Consumer Privacy Act (CCPA), Cybersecurity, Data Brokers, Data Collection, Data Privacy

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OLNS#11 – Bridging the Pond – U.S. Venture Capital Deals from a German Market Perspective

In substantially all the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one of the top tech law firms in the world, we…more

Capital Raising, Investment, Investors, Private Equity, Startups

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Soluzioni informatiche per la sottoscrizione elettronica di documenti

Nell'attuale contesto di emergenza sanitaria per la diffusione del COVID-19, tra le svariate attività divenute più complesse a seguito del protrarsi del periodo di lockdown, rientra per molti anche la sottoscrizione di documenti…more

Contract Drafting, Coronavirus/COVID-19, E-Signatures, Electronic Data Transmissions, Information Technology

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Three IP Issues to Watch Out for When It Comes to NFTs

Seemingly overnight, non-fungible tokens (NFTs) have exploded onto the market and into the public consciousness. The eye-popping prices that some have commanded—and their potential to revolutionize the concept of ownership…more

Copyright Infringement, DMCA, Intellectual Property Protection, Non-Fungible Tokens (NFTs), Trademark Registration

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CFPB Issues Final Rule on Higher-Priced Mortgage Loan Escrow Exemption

On January 19, the CFPB issued a final rule exempting certain insured depository institutions and insured credit unions from the requirement to establish escrow accounts for certain higher-priced mortgage loans (HPMLs). The…more

Consumer Financial Protection Bureau (CFPB), Credit Unions, Liens, Loans, Mortgages

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SEC Final SPAC Rules: Key Takeaways

The Securities and Exchange Commission (the “SEC”) has finalized its long-awaited rules regarding special purpose acquisition companies (“SPAC”). So, what are the key aspects of these rules that SPAC market participants should…more

Disclosure Requirements, Final Rules, Initial Public Offering (IPO), Investment Company Act of 1940, Securities Act of 1933

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What Commercial Finance Companies Need to Know About New Commercial Financing Disclosure Rules

There has been increased focus on commercial financing transactions over the past few years. States have been moving to introduce consumer lending disclosure regimes to commercial financing. Several states, including California…more

Banking Sector, Commercial Loans, Disclosure Requirements, Financial Institutions, Financial Services Industry

See all updates »

Continuation Funds: A Continuing Trend

The historically illiquid private equity market has found a new path to tradability through the private equity secondaries market and continuation funds. The secondaries market was once a niche market characterized by distressed…more

Investment, Investors, Private Equity, Private Equity Funds

See all updates »

The Next Era of U.S. Merger Reviews: How the Process Is Likely to Change – and What You Can Do to Prepare

The Federal Trade Commission and Department of Justice Antitrust Division recently took two significant steps to overhaul merger reviews. Proposed changes to the Merger Guidelines that would push the envelope in certain areas…more

Antitrust Division, Department of Justice (DOJ), Federal Trade Commission (FTC), Hart-Scott-Rodino Act, Merger Reviews

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Legislation Relating to Public Finance Enacted by the 86th Texas Legislature (Regular Session)

This document briefly summarizes a select list of legislation relating to public finance enacted by the 86th Legislature (Regular Session) that became law. Bills are arranged alphabetically by subject matter, separating laws of…more

Bonds, Charter Schools, Economic Development, New Legislation, Occupancy Tax

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DOJ Brings First Criminal Charges for Trades Under a Rule 10b5‐1 Plan

On March 1, 2023, the Department of Justice (DOJ) announced the insider-trading indictment of Terren Peizer, Chairman and former CEO of health-care provider Ontrak. DOJ called this indictment “groundbreaking,” in that it is the…more

10b5-1 Plans, Affirmative Defenses, Department of Justice (DOJ), Enforcement Actions, Insider Trading

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6 Questions Blockchain Founders Should Ask When Launching a Product or Token

As any founder knows, operating in the blockchain space requires navigating a myriad of regulatory regimes. While every product and token are different, below are 6 key questions that any founder should ask themselves as they…more

Blockchain, Cryptocurrency, Digital Assets, Digital Currency, Office of Foreign Assets Control (OFAC)

See all updates »

Booz Allen FCA Settlement: Gotta Keep 'em Separated

The latest multi-million-dollar False Claims Act (“FCA”) settlement between the Department of Justice and Booz Allen Hamilton Holding Corporation serves as an important reminder that government contractors must guard against the…more

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

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P3 Infrastructure Assessment Grants: New DOT Grants to Help State and Local Governments Study P3 Possibilities

The Department of Transportation's Build America Bureau is soliciting applications until May 10 for grants intended to help state and local governments assess whether any of their assets would be viable for monetization in a…more

Department of Transportation (DOT), Grants, Infrastructure, Public Private Partnerships (P3s), Transportation Industry

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United States Supreme Court Clarifies Contours of Specific Personal Jurisdiction in Ford Motor Co. v. Montana Eighth Judicial District Court and Ford Motor Co. v. Bandemer

In Ford Motor Co. v. Montana Eighth Judicial District Court and Ford Motor Co. v. Bandemer, issued Wednesday, the United States Supreme Court rejected Ford Motor Company’s challenge to two state courts’ assertion of specific…more

Automotive Industry, Causation, Corporate Counsel, Ford Motor, Ford Motor Co. v Bandemer

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AI Washing: SEC Enforcement Actions Underscore the Need for Companies to Stick to the Facts on Artificial Intelligence

The SEC settled charges last week against two investment advisers for making false and misleading statements about their purported use of artificial intelligence (AI), including claims that AI was used to inform investment…more

Artificial Intelligence, Enforcement Actions, False Statements, Investment Adviser, Misleading Statements

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California Enacts Legislation Codifying COVID-19 Workers’ Compensation Presumption for Certain Groups of Employees and Imposing Employer Reporting Requirement

On September 17, 2020, California Governor Newsom signed SB-1159. Effective immediately, the bill adds three new sections to the California Labor Code (§§ 3212.86-3212.88) which create a rebuttable presumption that certain…more

Coronavirus/COVID-19, Employer Responsibilities, Governor Newsom, Reporting Requirements, Sick Employees

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PAGA Claims May Proceed Despite Arguments That Trying Them Could Be ‘Unmanageable,’ California Supreme Court Rules

The California Supreme Court has determined that trial courts lack the authority to strike claims brought under California’s Private Attorneys General Act (PAGA) on the grounds that trying them would be unmanageable…more

CA Supreme Court, Class Action, Employer Liability Issues, Employment Litigation, Labor Code

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Navigating carbon compliance: Key shifts in Emission Trading System CO2 allowances for supply chains

A clear trend has emerged for CO2 allowances: dwindling availability coupled with escalating prices. At Orrick, we are seeing two key events which promise to further intensify this trajectory. Firstly, the upcoming regulatory…more

Carbon Emissions, Climate Change, Emissions Trading System, Greenhouse Gas Emissions, Supply Chain

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English High Court Sheds Light on the Scope of an Auditor’s Duty in Ickenham Travel Group Limited v Tiffin Green Limited

The High Court recently dismissed a claim by Ickenham Travel Group Limited (ITG) against its former auditor, Tiffin Green Limited. The decision sheds light on how English courts are likely to approach audit negligence cases…more

Auditors, Audits, Negligence, UK

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Clean Hydrogen Tax Credits: Treasury Department and IRS Propose Regulations on Production and Investment Tax Credits Under the Inflation Reduction Act

The Treasury Department and IRS have published proposed regulations relating to credits for producing clean hydrogen under the Inflation Reduction Act  (“IRA”), a key step in implementing the National Clean Hydrogen Strategy…more

Clean Energy, Greenhouse Gas Emissions, Hydrogen Power, Inflation Reduction Act (IRA), IRS

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Newly Formed Bridge Bank for SVB – Some Practical Implications

On Monday, March 13, 2023, the Federal Deposit Insurance Corporation (“FDIC”) transferred all deposits and substantially all the assets of Silicon Valley Bank (“SVB”), formerly a California state chartered bank that was taken…more

Banking Sector, Deposit Insurance, Depository Institutions, FDIC, Financial Crisis

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Biden Directs Attorney General to Restrict Transfer of Sensitive Personal Data to Countries of Concern

On February 28, 2024, President Biden issued Executive Order 14117, calling for new regulations to prohibit or restrict transactions that enable countries of concern to access sensitive U.S. personal and government data. The…more

Cybersecurity, Cybersecurity Information Sharing Act (CISA), Data Privacy, Data Protection, Data Security

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Tender Offers Are Here To Stay – What Do I Need To Know?

Municipal tender offers have rapidly increased in volume since 2020, and 2023 is anticipated to be the highest volume year for voluntary municipal tender offers. As reported by the Bond Buyer, 2021 and 2022 each saw about $4…more

Bonds, Securities and Exchange Commission (SEC), Tax Cuts and Jobs Act, Tax-Exempt Bonds

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CFPB's RESPA Advisory Addresses Online Mortgage-Comparison Platforms

The Consumer Financial Protection Bureau (CFPB) issued guidance yesterday making clear that those who operate or participate in online mortgage-comparison shopping platforms will be closely scrutinized for compliance with the…more

Advisory Opinions, Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Mortgages, RESPA

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SEC Finalizes Beneficial Ownership Rule Amendments

The SEC has adopted amendments to the beneficial ownership rules under Sections 13(d) and 13(g) of the Securities and Exchange Act. When the amendments take effect, they will accelerate filing deadlines, incrementally clarify…more

Beneficial Owner, Derivatives, Filing Deadlines, Filing Requirements, Reporting Requirements

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Policyholder Insider Quarterly

October ordinarily brings the return of crisp air, fall foliage and Halloween. This year, for the first time, it also brought National Cybersecurity Awareness Month. Yet designating a month to increase cybersecurity awareness…more

Cyber Insurance, Cybersecurity, Data Breach, Employer Liability Issues, Foreign Corrupt Practices Act (FCPA)

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President Signs $2.2 Trillion CARES Act

Last week, following approval in the House and the Senate, President Donald Trump signed the Coronavirus Aid, Relief, and Economic Stabilization Act (or CARES Act) into law…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Financial Stimulus, Grants

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CFPB Alive and Kicking – Issues New Guidance to Eliminate "Junk Fees" with Banks and Fintechs in its Cross Hairs

Despite a recent Fifth Circuit decision that found the Consumer Financial Protection Bureau’s (“CFPB”) funding structure unconstitutional in a years-long series of attacks to undermine the constitutionality of the agency, the…more

Banking Sector, CFPB Bulletins, Consumer Financial Protection Bureau (CFPB), Fees, Financial Services Industry

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UK Spring Budget 2024: 5 Key Tax Highlights

The UK Government has announced a number of tax measures in today’s UK Spring Budget. There were no major surprises, particular as some of these developments had been trailed in recent days. As many commentators have…more

Budgets, International Tax Issues, Tax Planning, UK

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Spring Budget 2023: What Tech Companies Need to Know

On 15 March 2023, the Chancellor of the Exchequer delivered his Spring Budget, announcing a number of changes to tax measures and employee share schemes. Here are the key takeaways of particular relevance to our growth clients…more

Corporate Taxes, Enterprise Management Incentive (EMI), International Tax Issues, Research and Development, Tax Relief

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New York Revises Law on Non-Disclosure Provisions in Settlements of Harassment, Discrimination and/or Retaliation Allegations: What New York Employers Should Know

New York has amended its law on non-disclosure provisions in settlement agreements when those provisions seek to keep confidential the factual foundation of alleged sexual harassment, discrimination and retaliation…more

Corporate Counsel, Employer Liability Issues, Employment Discrimination, Harassment, Non-Disclosure Agreement

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Disruptive Technology Strike Force: First Prosecutions Demonstrate Difficulties in Charging Individuals with Economic Espionage

When the Departments of Justice and Commerce launched the Disruptive Technology Strike Force, they trained their sights on preventing foreign adversaries from obtaining critical advanced technologies. The Strike Force acted…more

Criminal Penalties, Criminal Prosecution, Department of Justice (DOJ), Espionage

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The Supreme Court's Omnicare Decision: Implications And Remaining Questions Regarding When Opinions Are Actionable Under The Federal Securities Laws

On March 24, 2015, the Supreme Court issued its much anticipated decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, No. 13-435, 2015 WL 1291916 (Mar. 24, 2015). With some significant…more

Good Faith, Material Misstatements, Omnicare, Omnicare v Laborers District Council, Public Offerings

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Hedge Fund Hack Results in Trade Secret Loss, and Raises SEC Reporting Issues

Data breaches may be nothing new, but they are certainly evolving into bigger and more notorious infractions. While the data breaches of yesterday may have involved accidental disclosure or disgruntled former employees, the data…more

Corporate Counsel, Criminal Conspiracy, Data Breach, Hackers, Hedge Funds

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SEC Climate-Related Disclosure Rules: Highlights, Data Insights, and Key Action Items

The SEC has finalized its long-awaited climate-related disclosure rules. The final rules are consistent with what we believe institutional investors were looking for with respect to climate-related risk oversight and have many…more

Climate Change, Corporate Governance, Disclosure Requirements, Greenhouse Gas Emissions, Securities and Exchange Commission (SEC)

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Post-Issuance Tax Compliance and Continuing Disclosure Responsibilities for Issuers and Borrowers of Tax-Exempt Bonds (Second Edition)

The tax-exempt bond market is perennially under heightened scrutiny by various regulators, including the Internal Revenue Service (the "IRS"), the United States Securities and Exchange Commission (the "SEC") and the Municipal…more

Bond Issuers, Internal Revenue Code (IRC), IRS, MSRB, Public Finance

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Second Circuit Affirms Enforceability of Flip Provisions in Swap Agreements Under Bankruptcy Code Safe Harbor

For over a decade, Lehman Brothers Special Financing (“LBSF”) has been litigating the enforceability of so-called “flip clauses” in connection with the post-bankruptcy liquidation of swap agreements. These clauses, which are…more

Bankruptcy Code, Chapter 11, Collateralized Debt Obligations, Commercial Bankruptcy, Flip Transactions

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

See all updates »

Delaware Supreme Court’s Long‐Awaited Decision May Raise More Questions Than It Answers

On November 16, 2021, the Supreme Court of Delaware issued an opinion in Lavastone Capital LLC v. Estate of Beverly E. Berland (“Berland”) answering three certified questions under Delaware law. All three questions concerned…more

DE Supreme Court, Death Benefits, Insurance Claims, Insurance Litigation, Life Insurance

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Continuation Funds: A Continuing Trend

The historically illiquid private equity market has found a new path to tradability through the private equity secondaries market and continuation funds. The secondaries market was once a niche market characterized by distressed…more

Investment, Investors, Private Equity, Private Equity Funds

See all updates »

Recent SEC Financial Reporting Settlement Reflects the Growing Value of Early Self-Reporting and Cooperation

Among the worst nightmares of public company executives may be reports of possible accounting errors in earlier periodic filings or alleged employee manipulation of numbers. What to do? The historical playbook is well known…more

Financial Reporting, Form 8-K, Securities and Exchange Commission (SEC), Self-Reporting

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An Overview of Loan Forgiveness Under the Reopened PPP

On January 19, 2021, the Small Business Administration (SBA) and the Department of the Treasury (Treasury) issued the Interim Final Rule on Loan Forgiveness Requirements and Loan Review Procedures as Amended by Economic Aid Act…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Loan Forgiveness, Paycheck Protection Program (PPP)

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“Good” and “Safe” Data – Panel Launches Artificial Intelligence Initiative

On April 25, 2019 Orrick’s Successful Women in IP (SWIP) group and the newly launched AI Cross Practice Initiative joined forces to bring together industry-leading AI experts for a lively panel discussion on the data used to…more

Algorithmic Trading, Algorithms, Artificial Intelligence, Cooperation Initiative, Data Collection

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New York Department of Financial Services Finalizes Amended Cybersecurity Regulations

On November 1, the New York Department of Financial Services (NYDFS) amended its cybersecurity regulations to set additional notification, administrative, training and technical requirements. The Amended Cybersecurity…more

Banking Sector, Cybersecurity, Data Protection, Financial Institutions, Financial Services Industry

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Solar Circumvention Proceeding Update

On May 2, the U.S. Department of Commerce issued a memorandum to update litigation parties on developments in the on-going solar cell and panel circumvention proceeding..…more

Anti-Dumping Duty, Countervailing Duties, Energy Sector, Solar Energy, Solar Panels

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RegFi Episode 25: Virtual Currencies: Exploring the Regulatory Landscape with Jerry Comizio

Jerry Comizio joins RegFi cohosts Jerry Buckley and Sherry Safchuk for a conversation about the intricate world of virtual currencies. Professor Comizio is Associate Director of the Business Law Program at American University’s…more

Blockchain, Cryptocurrency, Digital Assets, Digital Currency, Distributed Ledger Technology (DLT)

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

See all updates »

Ofgem Launches Consultation on Developments to Tender Process Under Current OFTO Regime

In the midst of a flurry of renewed and invigorated commitments to offshore wind by the UK Government, the Office of Gas and Electricity Markets (Ofgem) has launched a consultation on one of the key components of the sector –…more

Energy Sector, Offshore Wind, Ofgem, UK, Wind Power

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Don’t Let Perks Become Pitfalls: Key Questions to Consider When Granting Equity to Non-Employees

Equity compensation is an effective way to attract and retain talent without materially reducing a company’s cash flow. That said, noncompliance with local laws could end up costing a company in the long run…more

Employee Benefits, Equity Compensation, Stock Options

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Top 4 Cybersecurity Takeaways from 2023

The average cost of a data breach has reached an all-time high of $4.45 million, according to IBM. Regulatory requirements, scrutiny, and enforcement have continued to expand. As we kick off 2024, here are the key action items…more

Cyber Attacks, Cybersecurity, Data Breach, Data Privacy, Data Protection

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Recent Changes to Italian Arbitration Law

As part of Italy’s National Recovery and Resilience Plan, the Italian Council of Ministers have approved Legislative Decree No. 149/2022 (the “Decree”) to amend the Italian Code of Civil Procedure (“ICCP”). The Decree has been…more

Arbitration, Arbitration Agreements, Dispute Resolution, International Arbitration, Italy

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FHFA Request for Input on Single-Family Credit Risk Transfer – Certain Salient Matters

In its request for input on single-family credit risk transfer RFI, FHFA expresses a strong preference for large, economically efficient, repeatable transactions, as well as programs that create a level playing field for both…more

Banking Sector, Comment Period, FHFA, Mortgage Loan Originators, Mortgages

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OCC and FDIC Successfully Defend Valid-When-Made Rules

The Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC) have successfully defended their respective valid-when-made rules. On February 8, 2022, Judge Jeffry S. White, U.S…more

Administrative Procedure Act, Banking Sector, Consumer Financial Protection Bureau (CFPB), FDIC, Financial Services Industry

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SEC Exempts Asset-Backed Issuers from New Cybersecurity Rules

The Securities and Exchange Commission (“SEC”) adopted new rules on July 26, 2023, to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incidents by public companies. …more

Cybersecurity, Disclosure Requirements, Risk Management, Securities and Exchange Commission (SEC)

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Eight Intellectual Property and Commercial Questions to Ask Your Generative AI Tool Provider

As a rapidly increasing number of generative artificial intelligence products come to market, companies interested in incorporating these technologies must evaluate such offerings by balancing speed of implementation and…more

Artificial Intelligence, Copyright, Intellectual Property Protection, USPTO

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Yes For Affordable Housing – The Impact of Oregon’s Measure 102

Oregonians approved statewide ballot Measure 102 on November 6 and, in doing so, have provided local governments in Oregon with a powerful new tool to help address Oregon’s affordable housing crisis. The passage of Measure 102…more

Affordable Housing, Ballot Measures, Housing Market, Infrastructure, LIHTC

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European Data Act: Harmonised Rules on Fair Access to and Use of Data

This Essential Guide to the European Data Act is part of Orrick's Cybersecurity & Privacy Compass Series. The Cybersecurity & Privacy Compass is your global guide to the evolving cybersecurity and privacy regulatory landscape…more

Cybersecurity, Data Privacy, Data Protection, Data Security

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Life Sciences Snapshot – A Quarterly Report on Financing Trends – Q1 2024

This report series examines quarterly trends in life sciences venture investment. Key findings for Q4 2023 include: • Life sciences VC deal value in Q4 2023 totaled $6.6 billion, representing a 25.0% decrease from the prior…more

Biotechnology, Investment, Life Sciences, Pharmaceutical Industry, Prescription Drugs

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Zukunftsfinanzierungsgesetz und ESOPs – Wirklich der große Wurf?

Wichtiger Hinweis: Die folgenden (rechtlichen) Ausführungen dienen nur der allgemeinen Information, sind nicht abschließend und stellen keine rechtliche, steuerrechtliche oder sonstige Beratung dar…more

ESOP, Germany, Income Taxes, Investment, New Regulations

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OLNS#11 – Bridging the Pond – U.S. Venture Capital Deals from a German Market Perspective

In substantially all the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one of the top tech law firms in the world, we…more

Capital Raising, Investment, Investors, Private Equity, Startups

See all updates »

FinCEN Pursues Its Next Steps, Posting its Priorities and Pondering a No-Action Process

The Financial Crimes Enforcement Network (FinCEN) has completed two of its early benchmark obligations arising out of the recently passed Anti-Money Laundering Act of 2020 (the “AML Act”)... First, pursuant to the AML Act,…more

AML/CFT, Anti-Money Laundering, Banking Sector, Compliance, Cryptocurrency

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What Commercial Finance Companies Need to Know About New Commercial Financing Disclosure Rules

There has been increased focus on commercial financing transactions over the past few years. States have been moving to introduce consumer lending disclosure regimes to commercial financing. Several states, including California…more

Banking Sector, Commercial Loans, Disclosure Requirements, Financial Institutions, Financial Services Industry

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Solo lo stato può imporre un obbligo di vaccinazione

Il Tribunale di Messina, con ordinanza del 12 dicembre 2020, ha disposto la disapplicazione del Decreto con il quale l’Assessorato Regionale della Salute della Regione Sicilia disponeva un obbligo di vaccinazione antinfluenzale…more

Databases, EU, Health Care Providers, Influenza, Personal Data

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Supreme Court Affirms State Courts Have Jurisdiction To Hear Federal Securities Act Class Actions In Cyan, Inc. V. Beaver County Employees Retirement Fund

Earlier this week, the U.S. Supreme Court issued its highly anticipated ruling in Cyan, Inc. v. Beaver County Employees Retirement Fund, which addresses whether state courts have jurisdiction over securities class actions…more

Class Action, Cyan Inc v Beaver Cty Emps Ret Fund, Jurisdiction, PSLRA, Removal

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Saudi Arabia's New Civil Code: A Closer Look at Liquidated Damages

The Kingdom of Saudi Arabia, through its new Civil Code, has again signaled its intention to welcome the international business community to contract in the Kingdom under the laws of its legal system. One aspect of the new Saudi…more

Civil Code, Construction Project, Energy Sector, Infrastructure, Saudi Arabia

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Pleading “Sufficient Particularity”: Technical Trade Secrets Require More

It’s common sense that, to protect a trade secret, the information must remain secret. However, when trade secret misappropriation claims arise and litigation ensues, the court and the parties involved need to understand at…more

Amended Complaints, Defend Trade Secrets Act (DTSA), Dismissals, Federal Pleading Requirements, Lack of Particularity

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The Corporate Transparency Act: FinCEN Finalizes Beneficial Ownership Information Access Rule as Reporting Rule Takes Effect

The U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) has issued a final rule (the Access Rule) regarding access to and use of beneficial ownership information (BOI) maintained by FinCEN…more

Anti-Money Laundering, Beneficial Owner, Corporate Transparency Act, Financial Crimes, FinCEN

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Green Hydrogen in Asia: A Brief Survey of Existing Programmes and Projects

Asian countries have predominantly relied on coal and natural gas to meet their electricity demands, but the landscape is rapidly evolving. Many Asian countries have committed to ambitious net-zero and decarbonisation goals…more

Electricity, Energy Projects, Energy Sector, Hydrogen Power, Popular

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Observations on Atlassian’s Proposed Model Term Sheet

Earlier this week, Atlassian published its form acquisition letter of intent under the banner of The M&A Process is Broken: It’s outdated, inefficient and combative.  …more

Acquisition Agreements, Contract Formation, Contract Negotiations, Letters of Intent, Pre-Closing Issues

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U.S. Authorizes Sanctions on Foreign Financial Institutions That Support Russia’s Military-Industrial Base and Expands Scope of Russian Import Ban

President Biden issued an executive order on December 22, 2023 targeting evasion of U.S. sanctions on Russia. Executive Order 14,114: Authorizes sanctions on foreign financial institutions (“FFIs”) determined to have knowingly…more

Economic Sanctions, Foreign Financial Institutions (FFI), Foreign Policy, Foreign Relations, Office of Foreign Assets Control (OFAC)

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Snapping the Circuit Split: The Supreme Court Brings Back Romag Fasteners Inc. v. Fossil, Inc., et al., and Finishes the Job

On April 23, 2020, the Supreme Court resolved a decades-long circuit split as to whether recovery of an infringer’s profits under Section 35(a) of the Lanham Act requires showing willfulness and held that there is no strict…more

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

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Russian Exposure: Guidance for Tech Companies

This guidance does not constitute legal advice. To the extent that you have any questions arising out of the guidance, please speak to a member of the Orrick team who will be happy to assist. The invasion of Ukraine by Russia…more

Blocked Person, Blocking Sanctions, Economic Sanctions, EU, Foreign Bank Accounts

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Scanning the Class and Collective Action Horizon

While group litigation and collective actions have traditionally been more difficult to pursue in the UK than in the U.S., changes to UK civil procedure rules and societal attitudes towards group ligation means that these types…more

Class Action, Class Certification, Class Members, Collective Actions, Corporate Counsel

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Rolling Back the Impact of the Volcker Rule on CLOs

Last week the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission and the Commodity Futures Trading…more

Bank Holding Company Act, CFTC, Collateralized Debt Obligations, Collateralized Loan Obligations, Dodd-Frank

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I Want You SPAC for Good – The FCA Publishes Listing Rule Changes for UK SPACs

As outlined in our 30 April 2021 insight, Exit through the SPAC door? UK FCA publishes proposed changes to the Listing Rules, the UK Financial Conduct Authority ("FCA") published a consultation paper (the "Consultation") which…more

Capital Markets, Financial Conduct Authority (FCA), Initial Public Offering (IPO), Listing Rules, Policy Statement

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Solar Circumvention Proceeding Update

On May 2, the U.S. Department of Commerce issued a memorandum to update litigation parties on developments in the on-going solar cell and panel circumvention proceeding..…more

Anti-Dumping Duty, Countervailing Duties, Energy Sector, Solar Energy, Solar Panels

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U.S. Supreme Court’s Take on Section 230: What it Means for Online Platforms – and What’s Next

The U.S. Supreme Court decided two cases recently that left untouched Section 230 of the Communications Decency Act, which provides online platforms immunity from claims based on content that their users create and share on…more

Communications Decency Act, Corporate Counsel, Online Platforms, SCOTUS, Section 230

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Pleading “Sufficient Particularity”: Technical Trade Secrets Require More

It’s common sense that, to protect a trade secret, the information must remain secret. However, when trade secret misappropriation claims arise and litigation ensues, the court and the parties involved need to understand at…more

Amended Complaints, Defend Trade Secrets Act (DTSA), Dismissals, Federal Pleading Requirements, Lack of Particularity

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2021 Offshore Wind Energy Update and Outlook

Despite the impact of the COVID-19 pandemic, 2020 was another record-breaking year for the global offshore wind sector: • additional installed capacity increased by 5.2 GW, with total global installed capacity hitting 32.5…more

Clean Energy, Energy Projects, Energy Sector, Offshore Wind, Renewable Energy

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DOJ Brings First Criminal Charges for Trades Under a Rule 10b5‐1 Plan

On March 1, 2023, the Department of Justice (DOJ) announced the insider-trading indictment of Terren Peizer, Chairman and former CEO of health-care provider Ontrak. DOJ called this indictment “groundbreaking,” in that it is the…more

10b5-1 Plans, Affirmative Defenses, Department of Justice (DOJ), Enforcement Actions, Insider Trading

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Five Things Every Long-Term Care Facility Should Know When Facing a Class Action

As COVID-19 disproportionately impacted our most vulnerable populations, long-term care facilities (LTCFs) were placed in the unenviable position of triaging around the novel virus, combatting supply shortages, and coping with…more

Class Action, Coronavirus/COVID-19, Health Care Providers, Litigation Strategies, Long Term Care Facilities

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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Youth Online Safety: Four Bills to Watch in Congress

Online safety for children and teens is squarely on the Congressional agenda. U.S. laws aimed at protecting kids online predate the age of social media and the creator economy, and many state and federal legislators have been…more

COPPA, Data Privacy, Mobile Apps, Online Safety for Children, Websites

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Lisa Simpson Provides Media Insights On Major U.S. Supreme Court Trademark Ruling

Orrick partner Lisa Simpson provided commentary this week to a wide range of publications on the U.S. Supreme Court’s much-anticipated ruling in Matal v. Tam, which established that the disparagement clause of federal trademark…more

Disparagement, First Amendment, Free Speech, Lanham Act, Matal v Tam

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Ready, Set, Respond: OFCCP Issues Final Rule on Evidentiary Standards and Predetermination Notice Procedure

On November 5, 2020, the Office of Federal Contract Compliance Programs (“OFCCP”) issued a final rule defining the evidentiary standards it will use for proving discrimination claims by federal contractors, revising the process…more

Disparate Treatment, Federal Contractors, Final Rules, OFCCP

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Report on Supreme Court Argument in West Virginia v. EPA

On February 28, 2022, the Supreme Court heard oral argument in West Virginia v. EPA (consolidated with North American Coal Corp. v. EPA, Westmoreland Mining Holdings v. EPA, and North Dakota v. EPA), a case that has the…more

Clean Power Plan, Energy Sector, Environmental Protection Agency (EPA), Greenhouse Gas Emissions, Oral Argument

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Multi-Contract Hydrogen Projects: Avoiding Interface Risks and Leaks

The energy transition and climate crisis continue to be a hot topic in political and economic circles. Current global events only serve to demonstrate the need for nations to diversify their sources of energy. Whilst nuclear and…more

Clean Energy, Electricity, Energy Projects, Energy Sector, Energy Storage

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Top Tips for Future Fund Conversions & Redemptions

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Borrowers, Lenders, Loan Agreements, Loans

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PCAOB Secures Complete Inspection Access to Audits of Chinese Companies, Removing Delisting Risks

The Public Company Accounting Oversight Board (“PCAOB”) announced on December 15, 2022 that it has secured complete access to inspect and investigate audit firms in mainland China and Hong Kong for the first time in history. The…more

Audits, Capital Markets, China, China Securities Regulatory Commission (CSRC), Corporate Governance

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Founder Series: Leveraging AI for Business Growth in the UK

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Artificial Intelligence, Cybersecurity, Data Security, Personal Data, UK

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The Digital Services Act Takes Full Effect: 5 Takeaways for Businesses

The European Commission’s Digital Services Act (DSA) came into effect for very large online platforms and very large online search engines last year and became fully applicable on Saturday 17 February 2024. As online service…more

Corporate Counsel, Digital Marketplace, Digital Service Providers, Digital Services, EU

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The CFPB’s Overdraft Proposal: What Financial Institutions Need to Know

The CFPB has proposed a long-anticipated rule targeting overdraft fees.  Billed as part of its effort to rein in “junk fees,” the proposal could have a significant effect on the nature and availability of overdraft protection…more

Banking Sector, Banks, Comment Period, Consumer Financial Protection Bureau (CFPB), Credit Cards

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Sweeping Measure to Limit Ability of State and Local Governments in California to Raise Revenues

Voters in California may cast ballots this November on a proposal to make substantial changes to the California Constitution involving taxation and related government powers. Initiative 1935, the so-called “Taxpayer…more

California, Public Finance, State and Local Government, State Legislatures

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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Navigating carbon compliance: Key shifts in Emission Trading System CO2 allowances for supply chains

A clear trend has emerged for CO2 allowances: dwindling availability coupled with escalating prices. At Orrick, we are seeing two key events which promise to further intensify this trajectory. Firstly, the upcoming regulatory…more

Carbon Emissions, Climate Change, Emissions Trading System, Greenhouse Gas Emissions, Supply Chain

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IRS Issues Direct Pay and Transferability Proposed Regulations

On June 14, 2023, the IRS and Treasury issued proposed regulations (the “Proposed Regulations”) under two novel provisions of the Inflation Reduction Act of 2022 (the “IRA”) designed to promote capital investment in renewable…more

Energy Projects, Inflation Reduction Act (IRA), Investment Tax Credits, IRS, Production Tax Credit

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RegFi Episode 24: What will Supervisory Exams Look Like for Tech Companies under CFPB’s Proposed “Larger Participant” Rule?

The CFPB’s Proposed Larger Participant Rule for Payments Providers, if adopted, will subject large tech companies providing payments services and mobile wallets to bank-like supervisory examinations of their payments activities…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Financial Institutions, Financial Regulatory Reform

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The Pregnant Workers Fairness Act Takes Effect: What Employers Should Know

The Pregnant Workers Fairness Act, a federal law that came into effect on June 27, 2023, provides employees and applicants with pregnancy-related conditions with many of the same rights afforded to workers with disabilities…more

Americans with Disabilities Act (ADA), Employee Rights, Employer Liability Issues, Pregnancy, Pregnant Workers Fairness Act

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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Event Planning: Risk Mitigation Factors a Company Should Consider When Planning an Event

Organizations host events that vary in scale, scope and logistics. Teams put enormous resources into planning to ensure a successful event. Unfortunately, an unanticipated accident or other catastrophic incident can negatively…more

Employer Liability Issues, Risk Assessment, Risk Management, Risk Mitigation

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Landmark Ruling: The Court of Justice of the European Union Rejects Strict Liability in the General Data Protection Regulation

In this Essential Guide, which is part of Orrick’s Cybersecurity & Privacy Compass Series, we will provide insight into the potential fines that companies may face for violating the General Data Protection Regulation ("GDPR"),…more

Court of Justice of the European Union (CJEU), Cybersecurity, Data Protection, EU, EU Data Protection Laws

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Texas School Bond Election Timeline for November 2022 Elections

For school districts and community college districts considering November 8, 2022 bond elections. The statutory deadline to adopt the Election Order is Monday, August 22, 2022…more

Bonds, Community Colleges, Municipalities, Public Finance, School Districts

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Solar Circumvention Proceeding Update

On May 2, the U.S. Department of Commerce issued a memorandum to update litigation parties on developments in the on-going solar cell and panel circumvention proceeding..…more

Anti-Dumping Duty, Countervailing Duties, Energy Sector, Solar Energy, Solar Panels

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Orrick Global Offshore Wind Report

Powering Forward: Offshore Wind Growth Signals Things to Come Our review of offshore wind in over twenty countries shows that the sector has grown rapidly in recent years, with an accelerating trajectory in 2022 after a…more

Clean Energy, Climate Change, Energy Projects, Energy Sector, Offshore Lease

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Additional Considerations on IP Due Diligence for Prospective Investors of Emerging Life Sciences Companies

Following our first article on IP due diligence considerations for prospective investors of emerging life sciences companies, we’re taking an in-depth look at the due diligent action items that can help with decision-making and…more

Due Diligence, Intellectual Property Agreements, Intellectual Property Protection, IP License, Life Sciences

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UK Cryptoasset Promotion Rules Could Spell Trouble for Firms Outside the UK

The UK Financial Conduct Authority (FCA) has adopted new rules that will restrict how companies market certain crypto assets. The rules include mandatory cooling off periods and appropriateness assessments for potential…more

Cryptoassets, Cryptocurrency, Digital Assets, Financial Conduct Authority (FCA), Popular

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Ten Facts about the USPTO’s New Expungement and Reexamination Proceedings

As 2021 drew to a close, the United States Patent and Trademark Office (USPTO) introduced two new procedures pursuant to the Trademark Modernization Act of 2020 (the “Act”), providing new, streamlined avenues to seek…more

Expungement, Trademark Application, Trademark Cancellation, Trademark Modernization Act (TMA), Trademark Trial and Appeal Board

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Navigating carbon compliance: Key shifts in Emission Trading System CO2 allowances for supply chains

A clear trend has emerged for CO2 allowances: dwindling availability coupled with escalating prices. At Orrick, we are seeing two key events which promise to further intensify this trajectory. Firstly, the upcoming regulatory…more

Carbon Emissions, Climate Change, Emissions Trading System, Greenhouse Gas Emissions, Supply Chain

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Helferich Patent Licensing v. New York Times et al.: Federal Circuit Reverses District Court Summary Judgment Ruling Regarding Patent Exhaustion

In Helferich Patent Licensing LLC v. New York Times Co., 2015 U.S. App. LEXIS 2047 (Fed. Cir. Feb. 10, 2015), the Court of Appeals for the Federal Circuit ("CAFC") concluded that the judicially-created doctrine of patent…more

Appeals, New York Times, Patent Exhaustion, Patent Infringement, Patent Litigation

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“Supreme Court Limits ATS Litigation—But Door Remains Slightly Ajar”

In Kiobel v. Royal Dutch Petroleum Co., 133 S.Ct. 1659 (2013), the United States Supreme Court addressed the applicability of the Alien Tort Statute (“ATS”) to alleged violations of international law committed by multinational…more

Alien Tort Statute, Human Rights, International Labor Laws, Kiobel v. Royal Dutch Petroleum Co., Multinationals

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Additional Considerations on IP Due Diligence for Prospective Investors of Emerging Life Sciences Companies

Following our first article on IP due diligence considerations for prospective investors of emerging life sciences companies, we’re taking an in-depth look at the due diligent action items that can help with decision-making and…more

Due Diligence, Intellectual Property Agreements, Intellectual Property Protection, IP License, Life Sciences

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United States (U.S.) State Consumer Privacy Guide

To help your company get its United States (U.S.) state privacy compliance program on the right track in 2022, Orrick's Cyber' Privacy & Data Innovation Group has analyzed the differences between key topics for the California…more

California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA), Consumer Privacy Rights, Cybersecurity, Data Collection

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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The Orrick Guide to Foreign Investment Reviews (October 2022 Update)

Welcome to the Orrick Guide to Foreign Investment Reviews. This guide answers frequently asked questions regarding investment control regimes in various jurisdictions. It has been prepared by the experts in our offices…more

China, EU, Foreign Investment, Investors, Japan

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2023 New Employment Laws

The 2022 California Legislative year resulted in a number of new laws affecting California employer practices. This Alert summarizes key new laws that have either recently taken effect or will go into effect on January 1, 2023,…more

California, Employer Liability Issues, Hiring & Firing, Labor Regulations, New Legislation

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The Australia to U.S. "Flip Up"

If your Australian company is pursuing United States investors or seeking to grow its presence in the United States, you may want (or need) to consider a “flip-up” to a U.S. entity. While a flip-up can bring significant…more

Australia, Business Formation, Choice of Entity, Corporate Restructuring, Delaware General Corporation Law

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California Legislature Passes AB 979 Requiring Public Companies to Add Directors From Underrepresented Communities

On August 31, 2020, the California State Assembly Banking and Finance Committee voted to give final legislative approval to Assembly Bill 979 (AB 979), allowing it to move forward to Governor Newsom for signature or veto on or…more

Board Members, Board of Directors, Corporate Counsel, Diversity, Legislative Agendas

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Did the FCC Really Ban AI-Generated Voice Calls? No . . . But Restrictions Apply

The Federal Communications Commission (FCC) has released a declaratory ruling confirming that calls containing AI-generated voices are subject to consent requirements imposed on “artificial or prerecorded voices” under the TCPA…more

Artificial Intelligence, FCC, Robocalling, TCPA, Telecommunications

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Seventh Circuit Rejects FTC Authority to Obtain Equitable Money Relief Under Section 13(b) of the FTC Act

On August 21, 2019, the U.S. Court of Appeals for the Seventh Circuit held in FTC v. Credit Bureau Center, LLC, 2019 WL 3940917 (7th Cir. 2019) that the Federal Trade Commission (“FTC”) lacks authority to obtain monetary relief…more

Administrative Authority, Antitrust Provisions, Antitrust Violations, Civil Monetary Penalty, Competition

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FCC Closes TCPA Lead Generator Loophole; Requires One-to-One Consent

On December 13, 2023, the Federal Communications Commission (“FCC”) adopted new rules under the Telephone Consumer Protection Act (“TCPA”) that require comparison shopping websites, lead generators, and other companies obtaining…more

Auto-Dialed Calls, FCC, Robocalling, TCPA, Telecommunications

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ESG Litigation and Regulatory Enforcement Actions: Positioning Your Company to Avoid What’s Coming

In the early days, most company Environmental, Social, and Governance (ESG) programs were more akin to Corporate Social Responsibility, with companies publicly highlighting initiatives that benefit their communities. They called…more

Corporate Governance, Environmental Social & Governance (ESG), Greenwashing, Institutional Investors, Popular

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Founder Series: Getting to Grips with the Cap Table

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Investment, Investors, Shareholders, Startups, UK

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Life Sciences Snapshot – A Quarterly Report on Financing Trends – Q1 2024

This report series examines quarterly trends in life sciences venture investment. Key findings for Q4 2023 include: • Life sciences VC deal value in Q4 2023 totaled $6.6 billion, representing a 25.0% decrease from the prior…more

Biotechnology, Investment, Life Sciences, Pharmaceutical Industry, Prescription Drugs

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IRA: Energy Communities and Brownfields Tax Guidance: What Companies Need To Know

Initial guidance for the bonus credit amount for renewable energy projects located in “energy communities” answers numerous questions about how to prove a project qualifies for extra tax credits. The guidance—which is in Notice…more

Brownfield Properties, CERCLA, Contaminated Properties, Energy Sector, Inflation Reduction Act (IRA)

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Final Tax Regulations Offer More Certainty to Opportunity Zone Fund Managers and Investors

Opportunity Zone (or “OZ”) investment was hailed in 2018 and 2019 as the hottest and most innovative way of attracting significant private capital to distressed communities in the United States and its territories by offering…more

Capital Gains, Community Development, Critical Infrastructure Sectors, Economic Development, Fund Managers

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Il D.lgs. n. 14 del 12 Gennaio 2019 e l'emersione tempestiva della crisi d'impresa. Obblighi a carico delle societa' e dei loro organi sociali

Il nuovo codice della crisi d'impresa e dell'insolvenza (il "Codice"), contenuto nel d.lgs. n. 14 del 12 gennaio 2019, è stato pubblicato sulla Gazzetta Ufficiale n. 38 del 14 febbraio 2019…more

Commercial Bankruptcy, Crisis Management, Debtors, Entrepreneurs, Insolvency

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Life Sciences Snapshot – A Quarterly Report on Financing Trends – Q1 2024

This report series examines quarterly trends in life sciences venture investment. Key findings for Q4 2023 include: • Life sciences VC deal value in Q4 2023 totaled $6.6 billion, representing a 25.0% decrease from the prior…more

Biotechnology, Investment, Life Sciences, Pharmaceutical Industry, Prescription Drugs

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Second Circuit Affirms Sabine: New Focus on Horizontal Privity Requirement May Affect Oil and Gas Gathering Agreement Terms

The Sabine Oil & Gas Corp. chapter 11 bankruptcy has been closely watched by many for guidance on how to structure midstream gathering agreements between upstream producers and midstream gatherers (who gather, transport and…more

Chapter 11, Commercial Bankruptcy, Covenants that Run With the Land, Energy Sector, Horizontal Agreements

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New York Non-Compete Law: What It Would Do

Legislators in New York have passed a bill that would prohibit non-compete agreements. Governor Kathy Hochul has expressed support for “banning agreements that limit workers’ ability to move and work freely,” but it is unclear…more

Employer Liability Issues, Employment Contract, Non-Compete Agreements, Restrictive Covenants, State Labor Laws

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Renewable Energy in Asia: Recent and Upcoming Trends

As the world pushes towards reducing emissions and reaching net zero, we have all seen the increase in renewable energy projects, and Asia is no exception. Asia is a continent of great potential when it comes to renewable energy…more

Asia, Electricity, Energy Policy, Energy Projects, Energy Sector

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Executive Compensation Legislative Whiplash

As we reported last week, the tax reform bill released by House Republicans (the "House Bill") would eliminate deferred compensation and stock options, and then on Tuesday, November 7, the House Bill was amended to restore…more

Compensation & Benefits, Deferred Compensation, Executive Compensation, Legislative Agendas, Proposed Legislation

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Eight Intellectual Property and Commercial Questions to Ask Your Generative AI Tool Provider

As a rapidly increasing number of generative artificial intelligence products come to market, companies interested in incorporating these technologies must evaluate such offerings by balancing speed of implementation and…more

Artificial Intelligence, Copyright, Intellectual Property Protection, USPTO

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California Debt Limit Allocation Committee Releases Proposed Regulations

This client alert discusses some of the more significant changes that could affect issuers and borrowers in connection with awards of volume cap if the proposed regulations were adopted in their current form. The…more

Bonds, Construction Industry, Contractors, Filing Fees, HUD

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FERC Issues Final Rule Regarding Income Tax Allowances in Rate Setting for Pipelines: MLPs Not Precluded from Tax Allowance

On Wednesday, July 18, 2018, the Federal Energy Regulatory Commission (“FERC” or “Commission”) issued a final rule regarding the application of income tax rate reductions in setting natural gas pipeline rates.  …more

Energy Sector, FERC, Final Rules, Income Taxes, Infrastructure

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PAGA Claims May Proceed Despite Arguments That Trying Them Could Be ‘Unmanageable,’ California Supreme Court Rules

The California Supreme Court has determined that trial courts lack the authority to strike claims brought under California’s Private Attorneys General Act (PAGA) on the grounds that trying them would be unmanageable…more

CA Supreme Court, Class Action, Employer Liability Issues, Employment Litigation, Labor Code

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France Welcomes Foreign and Alternative Capital Providers with Latest Reform of Finance Sector

Long a cornerstone of the French banking system, the "French banking monopoly" largely prevents non-bank entities from lending money to French borrowers. Although French funds have been used as vehicles by alternative capital…more

Banking Sector, Commercial Bankruptcy, Corporate Structures, Corporate Taxes, Financial Markets

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The Community Reinvestment Act: 9 Things Financial Institutions Should Know About a New Regulatory Framework

The Fed, FDIC, and OCC have extensively revised rules implementing the Community Reinvestment Act (CRA), a 1977 law to encourage banks to help meet the credit needs of their communities, especially in low- and moderate-income…more

Banking Sector, Banks, Community Reinvestment Act, FDIC, Financial Institutions

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Comment Letter Trend: SEC Seeks Expanded Discussion of Board’s Role in Risk Oversight

During 2022 the SEC issued at least 36 comment letters requesting expanded discussion about the board’s role in risk oversight. We summarize below the basic requirements of this disclosure and the most common new elements…more

Board of Directors, Corporate Governance, Internal Controls, Oversight Duties, Proxy Season

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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Outline for Discussion of New Issue Price Rules

New tax rules relating to establishing the issue price of publicly offered tax-exempt bonds become effective soon. This outline describes the new issue price rules, provides a high-level strategic analysis to help guide a…more

Bond Markets, Bonds, Initial Public Offering (IPO), Investment, Issue Price

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Copyright Office’s DMCA Report Raises an Interesting Question: Does a Computer Know What is Fair?

On May 21, 2020, the Copyright Office issued a Report on the DMCA (“Report”) expressing the view that case law applying the DMCA’s safe harbor provision have fallen out of balance, tilting too far in favor of online platforms…more

Artificial Intelligence, Copyright, Copyright Infringement, Corporate Counsel, Digital Media

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OSHA Issues New Guidance on COVID-19 Recording Obligations

On May 19, 2020, the Occupational Safety and Health Administration (OSHA) issued new enforcement guidance on employers’ recording obligations. The guidance clarifies when employers must record cases of COVID-19 as an…more

Coronavirus/COVID-19, OSHA, Recording Requirements, Workplace Safety

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SEC's OCIE Announces 2018 Areas Of Focus

On February 7, 2018 the SEC's Office of Compliance Inspections and Examinations (OCIE) announced its 2018 National Exam Priorities. The priorities, formulated with input from the Chairman, Commissioners, SEC Staff and fellow…more

Best Practices, Chief Compliance Officers, Cryptocurrency, Elder Issues, Investor Protection

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Critical Full Service Restrictive Covenant Compliance: Orrick’s State-by-State Survey

We are seeing a steep increase in restrictive covenants legislation across the country with laws and enforceability widely varied from state to state. So how do companies that have seen their workforce distributed in more states…more

Confidential Information, Employer Liability Issues, Employment Contract, Non-Compete Agreements, Non-Solicitation Agreements

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Life Sciences Snapshot – A Quarterly Report on Financing Trends – Q1 2024

This report series examines quarterly trends in life sciences venture investment. Key findings for Q4 2023 include: • Life sciences VC deal value in Q4 2023 totaled $6.6 billion, representing a 25.0% decrease from the prior…more

Biotechnology, Investment, Life Sciences, Pharmaceutical Industry, Prescription Drugs

See all updates »

Changing the Status Quo with Extended Option Programs

As technology companies find themselves pushing back IPO timelines and staying private for longer periods of time, they continue to aggressively compete for talent, often against public companies like Google and Facebook. Given…more

Dilution, Equity Compensation, Privately Held Corporations, Recruitment Incentives, Recruitment Policies

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OLNS#11 – Bridging the Pond – U.S. Venture Capital Deals from a German Market Perspective

In substantially all the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one of the top tech law firms in the world, we…more

Capital Raising, Investment, Investors, Private Equity, Startups

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Tax Issues When Fixing Rate and Fee Adjusters in Tax-Exempt Loans

The recently enacted reduction of the maximum federal corporate tax rate may trigger contractual provisions that provide for a significant increase in the interest rate on tax-exempt debt privately placed with a bank lender or…more

Corporate Taxes, Loans, New Legislation, Public Finance, Tax Cuts and Jobs Act

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Founder Series: Top Tips on How to Steer a Company Through Financial Difficulties

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Business Development, Business Formation, Business Ownership, Business Strategies, Founding Members

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Seventh Circuit Bolsters Article III Standing for Actions Under the Illinois Biometric Information Privacy Act

On May 5, 2020, the Seventh Circuit held in Bryant v. Compass Group USA, Inc. that a plaintiff who asserted a violation of the Illinois Biometric Information Privacy Act’s (“BIPA’s”) notice and consent requirements had Article…more

Article III, Biometric Information, Biometric Information Privacy Act, Data Collection, Data Privacy

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

See all updates »

Recent Amendments to the Volcker Rule Will Benefit CLOs and the Banks That Invest in Them

There is some (at least regulatory) good news for CLOs this summer. In late June, the Federal Reserve Board, the Treasury Department, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the…more

Bank Notes, CFTC, Collateralized Loan Obligations, Debt Securities, FDIC

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Key Takeaways from the CFPB’s First Public Enforcement Action Alleging Violations of RESPA Section 8 Since 2017

The Consumer Financial Protection Bureau (CFPB) has issued a consent order to a residential mortgage loan originator to resolve allegations that it provided illegal incentives to real estate brokers and agents in exchange for…more

Consumer Financial Protection Bureau (CFPB), Enforcement Actions, Mortgage Loan Originators, Mortgages, RESPA

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

See all updates »

Japan Renewables Alert 67

Many regulatory amendments that could impact renewable energy generation projects are scheduled to take effect in FY2024 (starting in April 2024). In April 2024, the amendments to the Act on Special Measures Concerning…more

Energy Projects, Energy Sector, Japan, Offshore Wind, Renewable Energy

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HMRC Issues Guidance on Discretions in EMI Share Option Plans

HM Revenue and Customs (HMRC) has issued guidance on the inclusion and use of discretions awarded to directors in Enterprise Management Incentive (EMI) share option plans. While this is generally welcome, caution is still needed…more

Employee Share Schemes, Enterprise Management Incentive (EMI), HMRC, UK

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What Government Contractors Need to Know

The Department of Justice (DOJ)’s Civil Cyber-Fraud Initiative, less than six months old, just resolved the first case against Comprehensive Health Services (CHS). There are two critical takeaways for all organizations that do…more

Cybersecurity, Data Protection, Department of Justice (DOJ), False Claims Act (FCA), Federal Contractors

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Deducting Success Fees in M&A Sell-Side Transactions: Guidance for Private Equity Portfolio Companies

In a typical sale of a private equity portfolio company, sell-side success fees payable to bankers and financial advisors represent one of the most significant transaction costs. Although most types of success fees are generally…more

Income Taxes, IRS, Private Equity, Tax Planning

See all updates »

6 Questions Blockchain Founders Should Ask When Launching a Product or Token

As any founder knows, operating in the blockchain space requires navigating a myriad of regulatory regimes. While every product and token are different, below are 6 key questions that any founder should ask themselves as they…more

Blockchain, Cryptocurrency, Digital Assets, Digital Currency, Office of Foreign Assets Control (OFAC)

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Investor Relations and Generative AI: The Risks and How to Manage Them

Generative AI is finding its way into almost every corner of corporate operations – and investor relations is no exception. Disney’s CEO Bob Iger has quipped that he looks forward to a time when AI does earnings calls for…more

Artificial Intelligence, Investors, Regulation FD, Securities Fraud, Securities Violations

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SEC Climate-Related Disclosure Rules: Highlights, Data Insights, and Key Action Items

The SEC has finalized its long-awaited climate-related disclosure rules. The final rules are consistent with what we believe institutional investors were looking for with respect to climate-related risk oversight and have many…more

Climate Change, Corporate Governance, Disclosure Requirements, Greenhouse Gas Emissions, Securities and Exchange Commission (SEC)

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PCAOB Secures Complete Inspection Access to Audits of Chinese Companies, Removing Delisting Risks

The Public Company Accounting Oversight Board (“PCAOB”) announced on December 15, 2022 that it has secured complete access to inspect and investigate audit firms in mainland China and Hong Kong for the first time in history. The…more

Audits, Capital Markets, China, China Securities Regulatory Commission (CSRC), Corporate Governance

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2021 Roundup: Global Artificial Intelligence, Cybersecurity & Privacy Developments

Significant developments in artificial intelligence, cybersecurity and consumer privacy occurred across the globe in 2021 with the anticipation of more activity in 2022. Our roundup for the year captures some of the major…more

Artificial Intelligence, Cybersecurity, Data Protection, Data Security, General Data Protection Regulation (GDPR)

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Ten Facts about the USPTO’s New Expungement and Reexamination Proceedings

As 2021 drew to a close, the United States Patent and Trademark Office (USPTO) introduced two new procedures pursuant to the Trademark Modernization Act of 2020 (the “Act”), providing new, streamlined avenues to seek…more

Expungement, Trademark Application, Trademark Cancellation, Trademark Modernization Act (TMA), Trademark Trial and Appeal Board

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Midterm General Election Update - November 2022

The late breaking “red wave” – forecasted by pollsters and pundits alike and detailed in our last release – did not materialize, especially at the state level where nearly all of the key legislative chambers and gubernatorial…more

General Elections, Legislative Agendas, Local Elections, Political Campaigns, Political Candidates

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New Insurance Disclosure Law in New York Impacts Pending and Future Litigation (UPDATED)

On December 31, 2021 New York Governor Kathy Hochul signed into law the Comprehensive Insurance Disclosure Act (the “Act”), placing significant burdens on defendants in litigation. Under the Act defendants must produce relevant…more

Commercial General Liability Policies, Cyber Insurance, D&O Insurance, Disclosure Requirements, E&O Insurance

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Tech Exit Series - The Tech Company Exit Process: Initial Considerations

Orrick's Tech Exit Series suggests top tips for tech companies looking towards an exit. Our market-leading London M&A and Private Equity team writes instalments in the series with contributions from specialists across our…more

Acquisitions, Buyers, Investors, Mergers, Sellers

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Antimonopoly Law Considerations and Risk Management in connection with M&A Transactions

In This Presentation: - General Indemnity: (1) Background and structure (2) Main provisions (3) Conduct of claims - Antitrust Indemnity: (1) Background (2) Main provisions (3) Conduct of…more

Acquisition Agreements, Acquisitions, Anti-Monopoly, Antitrust Investigations, Breach of Contract

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European Data Act: Harmonised Rules on Fair Access to and Use of Data

This Essential Guide to the European Data Act is part of Orrick's Cybersecurity & Privacy Compass Series. The Cybersecurity & Privacy Compass is your global guide to the evolving cybersecurity and privacy regulatory landscape…more

Cybersecurity, Data Privacy, Data Protection, Data Security

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U.S. Renewable Energy Financing And Regulatory Outlook 2015

Orrick and Clean Energy Pipeline have launched a series of reports dedicated to exploring investment opportunities and challenges in the global renewable energy sector. In the first issue, we analyzed the investment…more

Acquisitions, FERC, Financing, Mergers, Production Tax Credit

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FERC Finalizes Rule Adopting Interconnection Reforms

On July 28, 2023, the Federal Energy Regulatory Commission (“FERC” or the “Commission”) issued a long-anticipated final rule adopting reforms to streamline the generator interconnection process and address the nationwide backlog…more

Energy Sector, FERC, Interconnections, Transmission Grid

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Yes For Affordable Housing – The Impact of Oregon’s Measure 102

Oregonians approved statewide ballot Measure 102 on November 6 and, in doing so, have provided local governments in Oregon with a powerful new tool to help address Oregon’s affordable housing crisis. The passage of Measure 102…more

Affordable Housing, Ballot Measures, Housing Market, Infrastructure, LIHTC

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Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

See all updates »

Crypto Regulation Marches On With Potential Consequences for Trading Systems

A flurry of recent activity has reinforced the SEC’s commitment to regulate crypto assets, including trading systems that trade crypto asset securities…more

Blockchain, Crypto Exchanges, Cryptocurrency, Decentralized Finance (DeFi), Digital Assets

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CFPB Issues Advisory Opinion on Junk Fees and Customer Requests for Information: What Financial Institutions Should Know

On October 11, the Consumer Financial Protection Bureau (CFPB) issued new guidance on so-called “junk fees” that large financial institutions charge to fulfill customers’ requests for information about their accounts. This…more

Banking Sector, Consumer Financial Protection Bureau (CFPB), Financial Institutions, Financial Services Industry

See all updates »

Scanning the Class and Collective Action Horizon

While group litigation and collective actions have traditionally been more difficult to pursue in the UK than in the U.S., changes to UK civil procedure rules and societal attitudes towards group ligation means that these types…more

Class Action, Class Certification, Class Members, Collective Actions, Corporate Counsel

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CFPB Finalizes Rule on Credit Card Late Fees: What Companies Should Know

In its latest contribution to the Biden Administration’s campaign against “junk fees,” the CFPB has finalized a rule to limit credit card late fees. The rule slashes the late fee that larger issuers can charge under a…more

CARD Act, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Credit Cards, Final Rules

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When the CFPB Investigates: Responding to a CFPB CID

Since opening its doors in July 2011, the Consumer Financial Protection Bureau (CFPB) has not been shy about initiating enforcement actions against companies and individuals subject to its authority, recovering billions of…more

Civil Investigation Demand, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Financial Services Industry

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Distressed Download - July 2015

First Circuit Rules Bankruptcy Code Preempts Puerto Rico's Recovery Act - On Monday, July 6, the Court of Appeals for the First Circuit affirmed the February 6, 2015 order and injunction of the Puerto Rico District Court…more

Attorney's Fees, Bankruptcy Code, Bonds, Capital Controls, Distressed Debt

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The Law Commission’s final report on its review of the Arbitration Act 1996: Maintaining UK’s leading reputation for arbitration?

The UK Law Commission has published a final report containing recommendations for reform (the “Report”) of the Arbitration Act 1996 (the “Act”) – the law governing the procedure around every arbitration seated in London. Rather…more

Arbitration, Arbitration Agreements, Arbitration Awards, International Arbitration, UK

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IRS Finalizes Guidance Relating to Carbon Capture and Sequestration

On January 6, 2021, the IRS issued final regulations relating to section 45Q. This is the fourth piece of guidance from the IRS relating to section 45Q, following IRS Notice 2020-12, Revenue Procedure 2020-12, the Proposed…more

Carbon Capture and Sequestration, Carbon Emissions, Critical Infrastructure Sectors, Energy Projects, Greenhouse Gas Emissions

See all updates »

Supreme Court Cautions Against Overly Broad Criminal Charging Decisions

The U.S. Supreme Court recently struck another blow against overcriminalization of federal criminal statutes, i.e., the application of criminal provisions in specific laws in ways that Congress never intended. The court’s…more

Criminal Convictions, Criminal Prosecution, Dubin v United States, Healthcare Fraud, Identity Theft

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UK Strengthens Sanctions on Russia: New Measures Target Key Technological Goods and Revenue Generating Imports

Last month, the UK introduced new sanctions against Russia by way of the Russia (Sanctions) (EU Exit) (Amendment) Regulations 2023 SI 2023 No. 440 (the “2023 Amendment”), which amends the Russia (Sanctions) (EU Exit) Regulations…more

Economic Sanctions, EU, Export Controls, Financial Institutions, Russia

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Tax Relief for Replacing LIBOR in Tax-Exempt Debt and Swaps

Many tax-exempt bonds and related hedges, such as interest rate swaps ("Exempt Instruments"), use a LIBOR-based interest rate. LIBOR is going away, and existing Exempt Instruments are going to have to be modified to replace the…more

Alternative Reference Rates Committee (ARRC), Exemptions, Fair Market Value, Financial Instruments, Interest Rates

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Event Planning: Risk Mitigation Factors a Company Should Consider When Planning an Event

Organizations host events that vary in scale, scope and logistics. Teams put enormous resources into planning to ensure a successful event. Unfortunately, an unanticipated accident or other catastrophic incident can negatively…more

Employer Liability Issues, Risk Assessment, Risk Management, Risk Mitigation

See all updates »

The Consumer Health Data Amendments to the Connecticut Data Privacy Act: Six Things to Know

Connecticut is the third state to adopt consumer health data privacy protections, following Washington’s My Health My Data Act (“MHMD”) and Nevada’s new consumer health data privacy law. It is the first state, however, to embed…more

Corporate Counsel, Cybersecurity, Data Privacy, Data Protection, Data Security

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Wyoming Supreme Court Erases Blue Pencil Rule for Employee Non-Compete Agreements

Employee non-compete agreements have long played an important role in employers’ ability to protect confidential and trade secret information.  However, recognizing the distinct advantage employers often enjoy in negotiating…more

Biden Administration, Confidential Information, Employment Contract, Federal Trade Commission (FTC), Non-Compete Agreements

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Texas Comptroller Ruling Applies Sales Tax to Medical Record Retrieval and E-Discovery Services

In a private letter ruling, the Texas Comptroller of Public Accounts determined that a pre-litigation medical records retrieval services provider must pay sales tax on “copy fees” – a broad term incorporating client charges…more

Discovery, e-Discovery Professionals, Electronically Stored Information, Sales Tax

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Volkswagen Fined 1.1 Million Euros for GDPR Violations During Test Drives

On 26 July 2022, the Lower Saxony data protection authority ("Lower Saxony DPA") announced that it has imposed a fine of 1.1 million euros on Volkswagen ("VW") due to GDPR violations. It found that VW has violated data…more

Cybersecurity, Data Protection, Data Protection Authority, EU, General Data Protection Regulation (GDPR)

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OLNS#11 – Bridging the Pond – U.S. Venture Capital Deals from a German Market Perspective

In substantially all the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one of the top tech law firms in the world, we…more

Capital Raising, Investment, Investors, Private Equity, Startups

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Edition 2021: Employment Law in Germany – Practical Bilingual Guidelines for Chinese Businesses and Investors

1.1 The Basics The formation of the employment contract is generally subject to the same requirements as any other contract. There must be an offer and an acceptance (either oral or in writing), an intention to enter into…more

China, Collective Bargaining Agreements (CBA), Employer Liability Issues, Employment Contract, Foreign Investment

See all updates »

Japan Introduces ”Commitment Procedure” for Alleged Antitrust Violations

On December 30, 2018, an amendment to the Japan Antimonopoly Act (the Act) to introduce “Commitment Procedure” became effective…more

Anti-Monopoly, Antitrust Provisions, Cartels, Competition, Corporate Counsel

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Annual Reporting Requirements for Incentive Stock Options and Employee Stock Purchase Plans - January 2024

Requirement to Report For (1) any exercise of an incentive stock option (ISO) during 2023 or (2) transfer during 2023 of a share previously purchased pursuant to a tax-qualified employee stock purchase plan (ESPP), the Internal…more

Annual Reports, Employee Benefits, Employee Stock Purchase Plans, Incentive Stock Options, IRS

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The SEC's Proposed New Cybersecurity Disclosure Requirements for Public Companies: What Do They Mean for Municipal Issuers and Borrowers?

Governmental entities have increasingly experienced cybersecurity incidents impacting their operations and finances over the last few years, with some breaches costing upwards of $40 million. Many issuers and borrowers of…more

Cybersecurity, Disclosure Requirements, EMMA, MSRB, Municipal Bonds

See all updates »

Biden Directs Attorney General to Restrict Transfer of Sensitive Personal Data to Countries of Concern

On February 28, 2024, President Biden issued Executive Order 14117, calling for new regulations to prohibit or restrict transactions that enable countries of concern to access sensitive U.S. personal and government data. The…more

Cybersecurity, Cybersecurity Information Sharing Act (CISA), Data Privacy, Data Protection, Data Security

See all updates »

Eight Intellectual Property and Commercial Questions to Ask Your Generative AI Tool Provider

As a rapidly increasing number of generative artificial intelligence products come to market, companies interested in incorporating these technologies must evaluate such offerings by balancing speed of implementation and…more

Artificial Intelligence, Copyright, Intellectual Property Protection, USPTO

See all updates »

FAST Act Includes Enhancements to Capital Raising and Securities Laws

On December 4, 2015, President Obama signed the Fixing America’s Surface Transportation Act (the “FAST Act”) which included a host of provisions related to capital raising and securities law matters. Provisions of particular…more

Blue Sky Laws, Capital Raising, Emerging Growth Companies, Fixing America’s Surface Transportation Act (FAST Act), GAAP

See all updates »

FRE 404(b) and Trade Secrets Disputes: To Admit or Deny?

In a recent decision, an Eastern District of Texas court conducted an analysis under Federal Rule of Evidence Rule 404(b) outside the criminal context to allow evidence of “other acts” in a trade secrets litigation. The…more

Evidence, Federal Rules of Evidence, Intellectual Property Litigation, Intellectual Property Protection, Trade Secrets

See all updates »

Rating Agency Developments

On November 8, 2017, Fitch updated its ratings criteria for U.S. grant anticipation revenue vehicles (GARVEE) bonds. Report. On November 8, 2017, DBRS updated its ratings methodology for Canadian Residential Mortgages, Home…more

DBRS, Fitch, Rating Agencies, REIT, RMBS

See all updates »

The CFPB’s Overdraft Proposal: What Financial Institutions Need to Know

The CFPB has proposed a long-anticipated rule targeting overdraft fees.  Billed as part of its effort to rein in “junk fees,” the proposal could have a significant effect on the nature and availability of overdraft protection…more

Banking Sector, Banks, Comment Period, Consumer Financial Protection Bureau (CFPB), Credit Cards

See all updates »

2022 New Employment Laws

The 2021 California Legislative year resulted in a number of new laws affecting California employer practices. This Alert summarizes key new laws that have either recently taken effect or will go into effect on January 1, 2022…more

Arbitration Agreements, Cal-OSHA, California Family Rights Act (CFRA), Coronavirus/COVID-19, Corporate Counsel

See all updates »

Biden Directs Attorney General to Restrict Transfer of Sensitive Personal Data to Countries of Concern

On February 28, 2024, President Biden issued Executive Order 14117, calling for new regulations to prohibit or restrict transactions that enable countries of concern to access sensitive U.S. personal and government data. The…more

Cybersecurity, Cybersecurity Information Sharing Act (CISA), Data Privacy, Data Protection, Data Security

See all updates »

Monthly Highlights – UK Employment Law – February 2024

In this month’s instalment, our team discuss the government’s response to the consultation on the draft statutory Code of Practice on Dismissal and Re-engagement and the Employment Tribunal’s findings that an employer was…more

Employer Liability Issues, Employment Litigation, Hiring & Firing, International Labor Laws, UK

See all updates »

Orrick Global Offshore Wind Report

Powering Forward: Offshore Wind Growth Signals Things to Come Our review of offshore wind in over twenty countries shows that the sector has grown rapidly in recent years, with an accelerating trajectory in 2022 after a…more

Clean Energy, Climate Change, Energy Projects, Energy Sector, Offshore Lease

See all updates »

ValueAct Settlement Marks Record Penalty in Heightened Agency Efforts Against HSR Act Violations

Where is the line drawn between acquisitions of securities made “solely for the purpose of investment” on one hand, and influencing control, thereby requiring regulatory approval, on the other hand? That is the central…more

Acquisitions, Baker Hughes, Department of Justice (DOJ), Exemptions, Federal Trade Commission (FTC)

See all updates »

China Lays Out New Scheme for Green Electricity Certificate

On August 3, 2023, China’s National Development and Reform Commission (NDRC), the Ministry of Finance (MoF), and the National Energy Administration (NEA) jointly issued the “Notice on Full Coverage of Renewable Energy Green…more

China, Electricity, Energy Sector, Green Energy, Ministry of Finance

See all updates »

New Anti-Monopoly Regulations in Force in China

September 1, 2019 may be seen as a new starting point for the enforcement of China’s antitrust and competition laws. On this date, three new sets of rules and regulations (the “Three New Regulations”) took effect, which were…more

Administrative Authority, Anti-Competitive, Anti-Monopoly, Antitrust Provisions, China

See all updates »

Deducting Success Fees in M&A Sell-Side Transactions: Guidance for Private Equity Portfolio Companies

In a typical sale of a private equity portfolio company, sell-side success fees payable to bankers and financial advisors represent one of the most significant transaction costs. Although most types of success fees are generally…more

Income Taxes, IRS, Private Equity, Tax Planning

See all updates »

Employers of Record (EORs) in Germany – What You Need to Know

Many international providers offer services of U.S.-style Employers of Record. An EOR is a third-party company that acts as a local legal employer for another company. The EOR carries the legal and compliance obligations of an…more

Employer Liability Issues, Employment Contract, Germany, International Labor Laws

See all updates »

Profiles in Innovation: GoldieBlox Founder on "Reinventing Girlhood" through Engineering-Inspired Toys

If stubborn conviction is the hallmark of a successful entrepreneur, then Debbie Sterling is destined for greatness. As she builds a multimedia empire aimed at “reinventing girlhood as we know it,” she’s been paving her own way…more

Children's Toys, Controlling Person, Corporate Governance, Innovation, Retail Market

See all updates »

Open Source Software Licenses: Novel Case Explores Who Can Enforce Them

Companies (including through the use of AI) are increasingly reliant on open source software to expedite their software development. A recent case filed in California, SFC v. Vizio, calls upon the state court to interpret two…more

Intellectual Property Protection, Open Source Software, Smart Devices, Software, Software Developers

See all updates »

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JD Supra Privacy Policy

Updated: Dec 28, 2021:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

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We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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