Smith Anderson

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150 Fayetteville Street
Suite 2300
Raleigh, North Carolina 27601, United States
Phone: 919-821-1220
Fax: 919-821-6800
Areas of Practice
  • Administrative Law
  • Agriculture
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Business Organizations
  • Business Torts
  • Commercial Law & Contracts
  • Communications & Media Law
  • Construction Law
  • Debtor/Creditor
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Government
  • Health
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Military Law
  • Personal Injury
  • Privacy
  • Products Liability
  • Professional Malpractice
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Toxic Torts
  • Transportation
  • Wills, Trusts, & Estate Planning
  • Workers' Compensation
  • Zoning, Planning & Land Use
See more
Locations
Other U.S. Locations
  • North Carolina
Number of Attorneys
100+ Attorneys

Surcharges and Checkout Fees: Navigating the Mine Field

In November 2012, Visa and MasterCard agreed to alter their credit card surcharging rules as part of a settlement related to the class action case In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation…more

Class Action, Credit Cards, MasterCard, Service Charges, Settlement

See all updates »

Supreme Court Holds Class Action Waivers in Arbitration Agreements are Enforceable - a Victory for Employers

The U.S. Supreme Court held on May 21 that class action waivers in employment arbitration agreements are enforceable. This is a major victory for employers…more

Arbitration, Arbitration Agreements, Class Action, Class Action Arbitration Waivers, Epic Systems Corp v Lewis

See all updates »

U.S. Supreme Court Recognizes Airline Immunity for TSA Reports of Suspicious Behavior

In Air Wisconsin Airlines Corp. v. Hoeper (Jan. 27, 2014), the U.S. Supreme Court concluded that airlines are entitled to civil immunity for reporting suspicious behavior to the TSA, provided their reports are not “materially…more

Air Wisconsin v. Hoeper, Airlines, ATSA, SCOTUS, Transportation Security Administration

See all updates »

SEC Issues New Guidance on Pay Ratio Rule, Emphasizing “Flexibility” of Median Employee Pay Calculation

On September 21, 2017, the U.S. Securities and Exchange Commission (SEC) issued an interpretive release to assist public companies in complying with the SEC’s pay ratio rule. The SEC’s interpretive release emphasized the…more

CEOs, Disclosure Requirements, Dodd-Frank, Executive Compensation, Item 402

See all updates »

NC Fiduciaries Have a Duty to Explain Arbitration Agreements in Contracts

The Supreme Court of North Carolina recently issued an opinion that could have a substantial impact on the enforceability of arbitration agreements when a fiduciary relationship exists, particularly in the context of consumer…more

Arbitration Agreements, Breach of Duty, Fiduciary Duty, NC Supreme Court, Physicians

See all updates »

ISS and Glass Lewis Update Their Proxy Voting Guidelines for 2018

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for…more

Corporate Governance, Glass Lewis, ISS, Proxy Season, Proxy Voting Guidelines

See all updates »

Addressing Environmental Issues in Real Estate Development

Dealmakers sometimes overlook environmental issues when negotiating transactions, leaving important business and legal issues unaddressed until they inevitably pop up shortly before closing and send everyone scrambling. This…more

Land Developers, Real Estate Development, Risk Mitigation

See all updates »

Elective Share Changes May Require Estate Planning Updates

Effective October 1, 2013, the elective share rules for persons who die domiciled in North Carolina have been simplified, but for many married couples the simplification will mean a substantial change in the property rights of a…more

Estate Planning, Marriage, Spousal Elective Share, Surviving Spouse

See all updates »

The ACO Specialist Manual

The ACO Specialist Manual is a strategic guide to getting the optimum value-add contributions from each medical specialty in integrated health care. For purposes of this Manual, the teams are generally termed accountable care…more

ACOs, CHIP, Health Care Providers, Healthcare, Medicaid

See all updates »

Flawed, but Fair: Updated Guidance for Boards and Investors

A recent Delaware decision, in re Trados Incorporated Shareholder Litigation, underscores a director’s responsibilities in “underwater” venture deals. In a 114-page opinion by Vice Chancellor Laster, the court reviewed the sale…more

Board of Directors, Common Stock, Investors, Liquidation, Stocks

See all updates »

Five Things to Consider Before Launching a Crowdfunding Offering

In 2015, the Securities and Exchange Commission (SEC) adopted Regulation Crowdfunding. This created a new way for small companies to raise the capital they need to build their businesses by publicly offering investments online…more

Corporate Issuers, Crowdfunding, Early Stage Companies, Entrepreneurs, Regulation A

See all updates »

Purchasing Credit Monitoring May Not Protect Companies from Data Breach Class Actions

2014 set a record for data incidents, with nearly 30% of the 783 data incidents reported by companies caused by hacking. At least 97 incidents are reported to have occurred from hacking during 2015, affecting approximately 7…more

Case Consolidation, Class Action, Commonality, Cybersecurity, Data Breach

See all updates »

JOBS Act Update: SEC Proposes New Rules to Update Regulation A Offerings

In mid-December, the Securities and Exchange Commission (SEC) voted to propose rules updating the framework to the existing Regulation A offering. The rules would implement new Section 3(b)(2) of the Securities Act of 1933, as…more

JOBS Act, Regulation A, Reporting Requirements, SEC, Securities Act of 1933

See all updates »

New HSR Reporting Thresholds Announced for 2015

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) requires parties to transactions meeting certain size thresholds to make notification filings with the Federal Trade Commission and the Antitrust Division of the…more

Filing Fees, FTC, Hart-Scott-Rodino Act, Jurisdiction, Pre-Merger Filing Requirements

See all updates »

“Disclosure Settlements” Live On In North Carolina Merger Litigation – But Will the Fee Awards Continue to Justify Lawsuits?

The North Carolina Business Court recently approved a “disclosure settlement” of a merger challenge, suggesting that in North Carolina such settlements may remain a viable means of resolving merger lawsuits – at least where the…more

Attorney's Fees, Disclosure-Based Settlements, Mergers, Shareholder Litigation, Supplemental Disclosures

See all updates »

Delaware Court Finds That a Reverse Triangular Merger Does Not Result in an Assignment by Operation of Law

In Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH the Delaware Court of Chancery confirmed that a reverse triangular merger did not result in an assignment by operation of law. This affirms the traditional view often…more

Assignments, Reverse Triangular Mergers

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Employee Benefit Plans End-Of-Year Checklist – What Employers Need to Know

Fall is here, which means open enrollment is coming up and end-of-year deadlines are right around the corner. As we quickly approach the end of 2017 and the start of a new year, here are some deadlines that employers will want…more

Annual Notices, Open Enrollment, Retirement Plan, Year-End Planning

See all updates »

New Partnership Tax Audit Rules

The Bipartisan Budget Act of 2015 establishes new rules (the “New Partnership Audit Rules”) for the conduct of federal income tax audits of partnerships and the assessment and collection of income taxes resulting from such…more

Audits, Bipartisan Budget, Income Taxes, IRS, Limited Liability Company (LLC)

See all updates »

New HSR Reporting Thresholds Announces for 2019

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) requires parties to transactions meeting certain size thresholds to make notification filings with the Federal Trade Commission and the Antitrust Division of the…more

DOJ, FTC, Hart-Scott-Rodino Act, Mergers, Premerger Notifications

See all updates »

Legislature Authorizes, But Limits, Water and Sewer Impact Fees

Controversy and litigation have erupted in North Carolina in recent years with regard to water and sewer impact fees levied by cities and counties on new real estate development. The fees are authorized in "local bill" State…more

Construction Industry, Impact Fees, Local Ordinance, Municipalities, New Legislation

See all updates »

JOBS Act Update: SEC Proposes New Rules to Update Regulation A Offerings

In mid-December, the Securities and Exchange Commission (SEC) voted to propose rules updating the framework to the existing Regulation A offering. The rules would implement new Section 3(b)(2) of the Securities Act of 1933, as…more

JOBS Act, Regulation A, Reporting Requirements, SEC, Securities Act of 1933

See all updates »

Minimum Wage Increases in January 2019

As of January 1, 2019, minimum wage increases will affect employers in numerous states and localities. Under the federal Fair Labor Standards Act, the minimum wage for non-exempt employees remains at $7.25 per hour, but, if a…more

FLSA, Minimum Wage, State Labor Laws, Wage and Hour

See all updates »

NC 2018 Blue Moon Election Wrap-Up

This year, North Carolina had a “blue moon” election in which there were no statewide races on the ballot aside from judicial contests. Blue moon elections occur every twelve years (the last was 2006) and historically produce…more

Constitutional Amendment, Election Results, General Assembly, Judges, Political Candidates

See all updates »

Supreme Court Sheds Light on the Pregnancy Discrimination Act

The United States Supreme Court recently provided a framework to evaluate whether an employer has violated the Pregnancy Discrimination Act (PDA) under Title VII by failing to accommodate an employee who has a pregnancy-related…more

ADA, ADAAA, PDA, Pregnancy Discrimination, Reasonable Accommodation

See all updates »

Fourth Circuit Clarifies the Role of the District Court in a Trademark Civil Action Following a Proceeding Before the Trademark Trial and Appeal Board

On January 7, 2014, the Fourth Circuit Court of Appeals clarified that a district court must take a fresh look at all of the evidence – including evidence previously submitted to the Trademark Trial and Appeal Board (TTAB) – in…more

Trademark Litigation, Trademark Trial and Appeal Board, Trademarks

See all updates »

OSHA Issues Final Electronic Recordkeeping Rule for Injuries

On May 11, 2016 the U.S. Occupational Safety and Health Administration (OSHA) issued a final rule which requires certain employers to electronically submit information regarding workplace injuries and illnesses which then – in a…more

Anti-Retaliation Provisions, Data Collection, Final Rules, OSHA, Recordkeeping Requirements

See all updates »

Supreme Court Holds Class Action Waivers in Arbitration Agreements are Enforceable - a Victory for Employers

The U.S. Supreme Court held on May 21 that class action waivers in employment arbitration agreements are enforceable. This is a major victory for employers…more

Arbitration, Arbitration Agreements, Class Action, Class Action Arbitration Waivers, Epic Systems Corp v Lewis

See all updates »

The National Defense Authorization Act Makes Significant Changes Relevant to SBIR and STTR Program Participants

On December 12, 2017, President Trump signed the National Defense Authorization Act for Fiscal Year 2018 (the “NDAA FY18”). The NDAA FY18 authorizes and prioritizes funding for the Department of Defense (“DoD”) and prescribes…more

Defense Sector, Department of Defense (DOD), Federal Contractors, NDAA, Public Procurement Policies

See all updates »

February 2, 2015 Deadlines for Reporting 2014 ISO Exercises and ESPP Transfers

Employers should be sure they are ready to comply with the fast-approaching deadlines for reporting 2014 incentive stock option (ISO) exercises and certain employee stock purchase plan (ESPP) transfers under Section 6039 of the…more

Deadlines, Employee Stock Purchase Plans, Filing Deadlines, Incentive Stock Options, IRS

See all updates »

New "Smart" Form I-9 Goes Into Effect January 22, 2017

Beginning January 22, 2017, employers will be required to use a new version of Form I-9 to verify the identity and employment authorization of their workforce. The new version includes a number of substantive changes, as well as…more

Electronic Filing, I-9, IRCA, Updated Forms, USCIS

See all updates »

NC 2018 Blue Moon Election Wrap-Up

This year, North Carolina had a “blue moon” election in which there were no statewide races on the ballot aside from judicial contests. Blue moon elections occur every twelve years (the last was 2006) and historically produce…more

Constitutional Amendment, Election Results, General Assembly, Judges, Political Candidates

See all updates »

Insurers' Denials of Cybersecurity Claims Receive Judicial Support

Although cybersecurity-specific insurance has become more popular in recent years, some policyholders have attempted to obtain insurance for cybersecurity losses under their commercial general liability (CGL) policies. The…more

Advertising Injury, Commercial General Liability Policies, Cyber Insurance, Cybersecurity, Popular

See all updates »

ISS and Glass Lewis Update Their Proxy Voting Guidelines for 2018

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for…more

Corporate Governance, Glass Lewis, ISS, Proxy Season, Proxy Voting Guidelines

See all updates »

[Webinar] Online Public Offerings and Everything You Need to Know - Dec. 5th, 1:00 pm EST

December 5, 2016 A live webinar presented by StartEngine's CEO Ron Miller, Command Partners' CEO Roy Morejon and Smith Anderson Partner Benji Jones. This webinar will focus on the legal, marketing and platform components to…more

Compliance, Crowdfunding, Public Offerings, Regulation A, SEC

See all updates »

New HSR Reporting Thresholds Announces for 2019

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) requires parties to transactions meeting certain size thresholds to make notification filings with the Federal Trade Commission and the Antitrust Division of the…more

DOJ, FTC, Hart-Scott-Rodino Act, Mergers, Premerger Notifications

See all updates »

Refresher on North Carolina - Specific Leave Laws

When must an employer grant leave to its employees in North Carolina? As most employers are aware, many states and localities impose their own leave requirements in addition to federally required leave such as the Family Medical…more

Employer Liability Issues, Jury Duty, Paid Leave, Parental Leave, Safe Leave

See all updates »

My Company Can be Sued Where?: Supreme Court Resolves Some Questions of Where Businesses May Be Sued for Patent Infringement but Leaves Others Unsettled

After a long period in which the U.S. Supreme Court considered intellectual property issues only occasionally, the Court has frequently focused on intellectual property matters in recent years, reflecting the increasing…more

Patent Infringement, Patent Litigation, Patent Trolls, Patents, Principal Place of Business

See all updates »

Evaluating the Health of Loan and Bond Markets for 2016

Corporate borrowers and issuers typically access the credit markets only for need or opportunity, so may not actively monitor loan market conditions. As a leading firm with a nationally ranked practice representing borrowers and…more

Commercial Loans, Corporate Bonds, Credit Financing, Energy Sector, Interest Rates

See all updates »

JOBS Act Update: SEC Proposes New Rules to Update Regulation A Offerings

In mid-December, the Securities and Exchange Commission (SEC) voted to propose rules updating the framework to the existing Regulation A offering. The rules would implement new Section 3(b)(2) of the Securities Act of 1933, as…more

JOBS Act, Regulation A, Reporting Requirements, SEC, Securities Act of 1933

See all updates »

[Webinar] 2018 OFCCP Developments: What Federal Contractors Need to Know for 2019 - November 28th, 1:00pm ET

In 2018 the Trump-era OFCCP began issuing policy changes that provide indications how the agency is changing its enforcement approach and where the agency is headed. This year the OFCCP issued nine directives that will guide the…more

Disability, Enforcement, Federal Contractors, OFCCP, Pay Equity Laws

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[Webinar] Americans with Disabilities Act: Challenges in the Reasonable Accommodations Process - June 20th, 1:00pm ET

Employees are asking for reasonable accommodations more often and for a wider array of medical conditions, including chronic diseases, mental health issues and prescription drugs that may affect performance. Accommodation…more

ADA, Continuing Education, Human Resources Professionals, Reasonable Accommodation, Webinars

See all updates »

Tyranny of the Minority: North Carolina Business Court Explores Potential Fiduciary Duties of Minority Shareholders

The North Carolina Business Court recently issued an opinion considering whether a minority shareholder can ever be considered a “controlling shareholder” who owes a fiduciary duty to other shareholders. The court’s opinion…more

Board of Directors, Business Court Division, Controlling Stockholders, Corporate Governance, Fiduciary Duty

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AIA Releases Updated Construction Contract Forms

The American Institute of Architects (AIA) recently released the 2017 edition of eleven standard construction and design contract forms, and it plans to release revisions to an additional eighteen forms in the fall of 2017. The…more

American Institute of Architects, Architects, Construction Contracts, Construction Industry, Design-Build

See all updates »

AIA Releases Updated Construction Contract Forms

The American Institute of Architects (AIA) recently released the 2017 edition of eleven standard construction and design contract forms, and it plans to release revisions to an additional eighteen forms in the fall of 2017. The…more

American Institute of Architects, Architects, Construction Contracts, Construction Industry, Design-Build

See all updates »

Defend Trade Secrets Act Creates New Federal Claim For Misappropriation of Trade Secrets

On May 11, 2016, President Barack Obama signed the Defend Trade Secrets Act of 2016 (DTSA) into law, creating a federal civil right of action for the theft of trade secrets. Until now, trade secrets had been protected only at…more

Asset Seizure, Defend Trade Secrets Act (DTSA), Employment Contract, Ex Parte, Intellectual Property Protection

See all updates »

ISS and Glass Lewis Update Their Proxy Voting Guidelines for 2018

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for…more

Corporate Governance, Glass Lewis, ISS, Proxy Season, Proxy Voting Guidelines

See all updates »

Raleigh to Rezone 34,000 Parcels: Watch for Your Postcard

Effective September 1, 2013, the City of Raleigh adopted comprehensive new zoning and land development regulations referred to as the Unified Development Ordinance (UDO). Although the UDO retains the City’s preexisting R-4, R-6…more

Economic Development, Urban Planning & Development

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Five Things to Consider Before Launching a Crowdfunding Offering

In 2015, the Securities and Exchange Commission (SEC) adopted Regulation Crowdfunding. This created a new way for small companies to raise the capital they need to build their businesses by publicly offering investments online…more

Corporate Issuers, Crowdfunding, Early Stage Companies, Entrepreneurs, Regulation A

See all updates »

IRS Relief Available to Victims of Hurricane Matthew in North Carolina, South Carolina, Georgia and Florida

Some good news in the wake of Hurricane Matthew: participants in 401(k) and similar employer-sponsored retirement plans who have been adversely affected by Hurricane Matthew may be eligible to use their retirement savings to…more

FEMA, Hardship Distributions, Hurricane Matthew, IRS, Property Damage

See all updates »

New HSR Reporting Thresholds Announces for 2019

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) requires parties to transactions meeting certain size thresholds to make notification filings with the Federal Trade Commission and the Antitrust Division of the…more

DOJ, FTC, Hart-Scott-Rodino Act, Mergers, Premerger Notifications

See all updates »

U.S. Supreme Court Describes “Ordinary Principles of Contract Law”

In a contract governed by federal law, does “The End” really mean “The End”? Some federal courts have said “no,” but the U.S. Supreme Court has just said “yes.” Most contract cases in federal court involve the application…more

Collective Bargaining, Employer Group Health Plans, ERISA, Health Insurance, M&G Polymers v Tackett

See all updates »

NC Fiduciaries Have a Duty to Explain Arbitration Agreements in Contracts

The Supreme Court of North Carolina recently issued an opinion that could have a substantial impact on the enforceability of arbitration agreements when a fiduciary relationship exists, particularly in the context of consumer…more

Arbitration Agreements, Breach of Duty, Fiduciary Duty, NC Supreme Court, Physicians

See all updates »

The National Defense Authorization Act Makes Significant Changes Relevant to SBIR and STTR Program Participants

On December 12, 2017, President Trump signed the National Defense Authorization Act for Fiscal Year 2018 (the “NDAA FY18”). The NDAA FY18 authorizes and prioritizes funding for the Department of Defense (“DoD”) and prescribes…more

Defense Sector, Department of Defense (DOD), Federal Contractors, NDAA, Public Procurement Policies

See all updates »

My Company Can be Sued Where?: Supreme Court Resolves Some Questions of Where Businesses May Be Sued for Patent Infringement but Leaves Others Unsettled

After a long period in which the U.S. Supreme Court considered intellectual property issues only occasionally, the Court has frequently focused on intellectual property matters in recent years, reflecting the increasing…more

Patent Infringement, Patent Litigation, Patent Trolls, Patents, Principal Place of Business

See all updates »

Potential 2017 Tax Changes

President-Elect Donald Trump promised a sweeping overhaul of the US Tax Code during this past year, and his selection for Treasury Secretary, Steven Mnuchin, says that tax reform will be his top priority. Of course, it is the…more

Alternative Minimum Tax, Corporate Taxes, Estate Tax, Income Taxes, Popular

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2019 North Carolina Tax Bills Advance in House and Senate

A previous Alert dated April 9th, summarized the North Carolina Senate’s original tax plan for 2019 as set forth in the first edition of Senate Bill 622. Since then, the House passed its version of the 2019 appropriations bill…more

Appropriations Bill, Corporate Taxes, Internet Retailers, Interstate Commerce, Out-of-State Companies

See all updates »

Evaluating the Health of Loan and Bond Markets for 2016

Corporate borrowers and issuers typically access the credit markets only for need or opportunity, so may not actively monitor loan market conditions. As a leading firm with a nationally ranked practice representing borrowers and…more

Commercial Loans, Corporate Bonds, Credit Financing, Energy Sector, Interest Rates

See all updates »

AIA Releases Updated Construction Contract Forms

The American Institute of Architects (AIA) recently released the 2017 edition of eleven standard construction and design contract forms, and it plans to release revisions to an additional eighteen forms in the fall of 2017. The…more

American Institute of Architects, Architects, Construction Contracts, Construction Industry, Design-Build

See all updates »

Fourth Circuit Clarifies the Role of the District Court in a Trademark Civil Action Following a Proceeding Before the Trademark Trial and Appeal Board

On January 7, 2014, the Fourth Circuit Court of Appeals clarified that a district court must take a fresh look at all of the evidence – including evidence previously submitted to the Trademark Trial and Appeal Board (TTAB) – in…more

Trademark Litigation, Trademark Trial and Appeal Board, Trademarks

See all updates »

OSHA’s Electronic Reporting Rule and Its Heightened Focus on Non-Retaliation

On November 1, 2016, the Occupational Safety and Health Administration (OSHA) will begin enforcement of a new final rule on electronic reporting of workplace injuries. The rule increases employers’ obligations to make sure that…more

Anti-Retaliation Provisions, Drug Testing, Final Rules, OSHA, Reporting Requirements

See all updates »

The ACO Specialist Manual

The ACO Specialist Manual is a strategic guide to getting the optimum value-add contributions from each medical specialty in integrated health care. For purposes of this Manual, the teams are generally termed accountable care…more

ACOs, CHIP, Health Care Providers, Healthcare, Medicaid

See all updates »

Compensation Data Must be Reported to the EEOC by September 30, 2019

Employers who must file an Employer Information Report EEO-1 (“EEO-1") with the Equal Employment Opportunity Commission (“EEOC”) have until September 30, 2019 to report data on employees’ pay and hours worked. In general, the…more

Data Collection, EEO-1, EEOC, Filing Deadlines, Pay Data

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“Frivolous” Merger Litigation Settlement Rejected by the Court

In an opinion that could help remedy the problem of baseless merger litigation, a court applying North Carolina law recently refused to approve a class action settlement because the underlying lawsuit was without merit…more

Breach of Duty, Class Action, Frivolous Lawsuits, Mergers, Shareholder Litigation

See all updates »

Evaluating the Health of Loan and Bond Markets for 2016

Corporate borrowers and issuers typically access the credit markets only for need or opportunity, so may not actively monitor loan market conditions. As a leading firm with a nationally ranked practice representing borrowers and…more

Commercial Loans, Corporate Bonds, Credit Financing, Energy Sector, Interest Rates

See all updates »

Legislature Authorizes, But Limits, Water and Sewer Impact Fees

Controversy and litigation have erupted in North Carolina in recent years with regard to water and sewer impact fees levied by cities and counties on new real estate development. The fees are authorized in "local bill" State…more

Construction Industry, Impact Fees, Local Ordinance, Municipalities, New Legislation

See all updates »

Statute of Limitations for Actions to Remove Encroachments from Easements Returned to 20 Years

In 2007, the North Carolina Court of Appeals held in Pottle v. Link, 187 N.C. App. 746, 654 S.E.2d 64 (2007), that actions to remove encroachments from an easement must be brought within six years of the encroachment being…more

Adverse Possession, Duke Energy, Easements, NC Supreme Court, Public Utility

See all updates »

U.S. Supreme Court Recognizes Airline Immunity for TSA Reports of Suspicious Behavior

In Air Wisconsin Airlines Corp. v. Hoeper (Jan. 27, 2014), the U.S. Supreme Court concluded that airlines are entitled to civil immunity for reporting suspicious behavior to the TSA, provided their reports are not “materially…more

Air Wisconsin v. Hoeper, Airlines, ATSA, SCOTUS, Transportation Security Administration

See all updates »

ISS and Glass Lewis Update Their Proxy Voting Guidelines

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for…more

Bylaws, Charitable Donations, Corporate Governance, Disclosure Requirements, Executive Compensation

See all updates »

ISS and Glass Lewis Update Their Proxy Voting Guidelines for 2018

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for…more

Corporate Governance, Glass Lewis, ISS, Proxy Season, Proxy Voting Guidelines

See all updates »

Federal Court Upholds Rules Prohibiting the Practice of Law by Corporations – Rejecting Attempt by Trade Association to Represent Its Members

On April 19, the U.S. Court of Appeals for the Fourth Circuit rejected a trade association’s constitutional challenge to the North Carolina rules that prevent corporations from providing legal advice. North Carolina’s rules…more

Appeals, Constitutional Challenges, General Assembly, Legal Advice, LegalZoom

See all updates »

Unpacking Your LLC: Tax Considerations in Limited Liability Company Liquidations

Has your LLC lost its luster? Has it outlived its usefulness as an asset management, asset protection, or, dare we say it, wealth transfer vehicle? Are you tired of discussing the company’s operations with the other owners? Are…more

Corporate Dissolution, Corporate Taxes, Limited Liability Company (LLC), Liquidation, Operating Agreements

See all updates »

ISS and Glass Lewis Update Their Proxy Voting Guidelines for 2018

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for…more

Corporate Governance, Glass Lewis, ISS, Proxy Season, Proxy Voting Guidelines

See all updates »

Private Company M&A Brokers Exempt from SEC Registration

The SEC has granted relief to Mergers and Acquisitions (M&A) advisory firms to allow them to facilitate private company M&A transactions and receive transaction-based fees without registering as broker-dealers. It has long been…more

Brokers, No-Action Letters, Registration, SEC

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Private Company M&A Brokers Exempt from SEC Registration

The SEC has granted relief to Mergers and Acquisitions (M&A) advisory firms to allow them to facilitate private company M&A transactions and receive transaction-based fees without registering as broker-dealers. It has long been…more

Brokers, No-Action Letters, Registration, SEC

See all updates »

DOJ Cracks Down on No-Poach Agreements

On April 3, 2018, the Department of Justice (DOJ) announced that it had “reached a settlement with Knorr-Bremse AG and Westinghouse Air Brake Technologies Corporation, two of the world’s largest rail equipment suppliers, to…more

Antitrust Provisions, DOJ, Hiring & Firing, Human Resources Professionals, Job Applicants

See all updates »

Five Things to Consider Before Launching a Crowdfunding Offering

In 2015, the Securities and Exchange Commission (SEC) adopted Regulation Crowdfunding. This created a new way for small companies to raise the capital they need to build their businesses by publicly offering investments online…more

Corporate Issuers, Crowdfunding, Early Stage Companies, Entrepreneurs, Regulation A

See all updates »

ACOs Have New Options for Beneficiary Incentive Programs

With CMS’s continued “regulatory sprint to coordinated care,” the new Medicare Shared Savings Program regulations expand the playing field for ACOs to offer beneficiary incentive programs to encourage healthy outcomes. Termed…more

ACOs, CMS, Health Care Providers, Healthcare, Medicare Shared Savings Program

See all updates »

NC 2018 Blue Moon Election Wrap-Up

This year, North Carolina had a “blue moon” election in which there were no statewide races on the ballot aside from judicial contests. Blue moon elections occur every twelve years (the last was 2006) and historically produce…more

Constitutional Amendment, Election Results, General Assembly, Judges, Political Candidates

See all updates »

The Fraudulent Joinder Doctrine...It’s Not Just For Fraud Or Joinder

In Weidman v. ExxonMobil Corporation, et al., No. 13-2007 (4th Cir., January 8, 2015), the Fourth Circuit confirmed that the “fraudulent joinder” doctrine requires neither an allegation of fraud nor a situation involving a…more

Diversity Jurisdiction, Employer Liability Issues, Exxon Mobil, Fraudulent Joinder, Pharmacies

See all updates »

NC 2018 Blue Moon Election Wrap-Up

This year, North Carolina had a “blue moon” election in which there were no statewide races on the ballot aside from judicial contests. Blue moon elections occur every twelve years (the last was 2006) and historically produce…more

Constitutional Amendment, Election Results, General Assembly, Judges, Political Candidates

See all updates »

National Data Breach Legislation Advances in House Subcommittee

As the number of high profile data breaches increase, there is mounting pressure on Congress to create a more unified regulatory standard governing company actions in response to a data breach…more

Barack Obama, Cybersecurity, Data Breach, Data Security and Breach Notification Act of 2015, Pending Legislation

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Golden Parachute Tax Terror

Smith Anderson's tax group is now offering complimentary presentations. This webinar will provide an introduction to the tax rules related to certain payments to insiders triggered by a change in control of a corporation…more

Change in Control, Corporate Officers, Excise Tax, Golden Parachutes, IRS

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The SEC's Proposed Pay Ratio Rule: What it Could Mean for Your Upcoming Filings

Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) mandates the Securities and Exchange Commission (SEC) to amend Item 402 of Regulation S-K (Item 402) to require certain companies to…more

Annual Filings, Annual Reports, CEOs, Disclosure Requirements, Dodd-Frank

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Changes to the North Carolina Business Corporation Act Affecting Voting Trusts and Shareholder Agreements

The North Carolina General Assembly recently approved a number of significant changes to the North Carolina Business Corporation Act (“NCBCA”), which the governor signed into law and which took effect on October 1, 2018 (the…more

, Amended Legislation, Business Corporation Act, Shareholder Votes, Shareholders

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Federal Small Business Set-Aside Contracts When Selling or Buying a Business

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JD Supra Privacy Policy

Updated: May 25, 2018:

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.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 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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