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 »

NLRB General Counsel Says Non-Competes Are Unlawful

Under the Biden administration, administrative agencies have taken aggressive action attempting to banish non-competes and similar agreements from the workplace. On January 5, 2023, the Federal Trade Commission (“FTC”) announced…more

Employment Contract, Federal Trade Commission (FTC), Low-Wage Workers, NLRA, NLRB

See all updates »

N.C. Court of Appeals Addresses Public Records Status of Records Held Solely by Third-Party Vendors

The North Carolina Court of Appeals recently issued an opinion on the question of when documents solely in the possession of a third-party contractor—and not a public body—are public records subject to production under the North…more

Consultants, Document Requests, Electronically Stored Information, Ernst & Young, Public Records

See all updates »

The Corporate Transparency Act - Case Law Update and Determining Beneficial Owners

As discussed in our prior two alerts (found here), effective as of Jan. 1, 2024, the Corporate Transparency Act and rules issued thereunder by the Financial Crimes Enforcement Network (“FinCEN”) (collectively, the “CTA”) require…more

Beneficial Owner, Commerce Clause, Compliance, Congressional Authority, Constitutional Challenges

See all updates »

N.C. Court of Appeals Addresses Public Records Status of Records Held Solely by Third-Party Vendors

The North Carolina Court of Appeals recently issued an opinion on the question of when documents solely in the possession of a third-party contractor—and not a public body—are public records subject to production under the North…more

Consultants, Document Requests, Electronically Stored Information, Ernst & Young, Public Records

See all updates »

Updates to HSR Reporting Thresholds and Merger Filing Fees Announced for 2024

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 (FTC) and the Antitrust Division of…more

Acquisitions, Antitrust Division, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees

See all updates »

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting…more

Amended Forms, Board of Directors, Clawbacks, Corporate Governance, Corporate Officers

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 »

2019 and 2020 EEO-1 Component 1 Data Collection Period Now Open

The Equal Employment Opportunity Commission (EEOC) announced on April 26, 2021 the opening of the 2019 and 2020 EEO-1 Component 1 Data Collection, which was previously delayed due to the COVID-19 pandemic. The data collection…more

Coronavirus/COVID-19, Data Collection, EEO-1, Equal Employment Opportunity Commission (EEOC), Filing Deadlines

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, Children's Health Insurance Program (CHIP), Health Care Providers, Healthcare, Medicaid

See all updates »

Federal Reserve Modifies Main Street Lending Program to Attract More Businesses

On June 8, 2020, the Board of Governors of the Federal Reserve System (Federal Reserve) issued a Press Release (the FRB Press Release) announcing an expansion of its Main Street Lending Program (Program) to help more small- and…more

CARES Act, Coronavirus/COVID-19, Federal Reserve, Financial Stimulus, Main Street Expanded Loan Facility

See all updates »

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting…more

Amended Forms, Board of Directors, Clawbacks, Corporate Governance, Corporate Officers

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, Securities Act of 1933, Securities and Exchange Commission (SEC)

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

Federal Trade Commission (FTC), Filing Fees, Hart-Scott-Rodino Act, Jurisdiction, Pre-Merger Filing Requirements

See all updates »

In a Win for Business, North Carolina Supreme Court Raises the Bar for Negligent Misrepresentation Claims

Plaintiffs frequently tack on negligent misrepresentation claims to ordinary business disputes. A negligent misrepresentation claim alleges that one party carelessly supplied incorrect or incomplete information on which the…more

Business Disputes, Contract Negotiations, Fraud, NC Supreme Court, Negligent Misrepresentation

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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New Guidance for Employers on COVID-19 Vaccine Coverage and Incentives

Employers who sponsor group health plans will be interested in new guidance released last week by the DOL, IRS and HHS in the form of five COVID-19 related FAQs. Two of the FAQs address group health plan coverage requirements…more

Coronavirus/COVID-19, Department of Health and Human Services (HHS), Department of Labor (DOL), Employer Group Health Plans, Incentives

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 »

Breaking: North Carolina Supreme Court Confirms that Dissenting Shareholders Are Entitled to No More than Deal Price in First Impression Merger Appraisal Rights Case

In Reynolds American Inc. v. Third Motion Equities Master Fund Ltd., et al., 2021-NCSC-162 (Dec. 17, 2021), the Supreme Court of North Carolina unanimously affirmed the North Carolina Business Court’s 189-page decision holding…more

Appraisal Rights, Business Court, Business Court Division, Dissenters Rights, Fair Value Standard

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Not Playing Games: Trademark Dispute Between Gaming Equipment Rivals Reaches Federal Appeals Court

Video gaming is an enormous industry, currently bigger than the movie and music industries combined, and only continues to grow. Two billion people—a quarter of the world’s population—play video games. Gaming generated $155…more

Intellectual Property Protection, Manufacturers, Trademark Cancellation, Trademark Litigation, Trademark Registration

See all updates »

Recent Amendments to the North Carolina Business Corporation Act

The North Carolina General Assembly recently approved Senate Bill 507 (the “Act”), which makes a number of significant changes to the North Carolina Business Corporation Act (“NCBCA”), and the governor signed the Act into law on…more

Amended Legislation, American Bar Association (ABA), Corporate Entities, Corporate Governance, Corporations Code

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 »

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting…more

Amended Forms, Board of Directors, Clawbacks, Corporate Governance, Corporate Officers

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, Securities Act of 1933, Securities and Exchange Commission (SEC)

See all updates »

Sigh of Relief for NC Business and Health Care Communities as First Lawsuit Challenging COVID-19 Claims Is Dismissed - Legislation Confirmed by General Assembly

March 10, 2021, marked the one-year anniversary of Governor Cooper’s COVID-19 emergency declaration in Executive Order No. 116. Last year the General Assembly passed a civil immunity statute for our health care heroes…more

Coronavirus/COVID-19, Dismissals, Executive Orders, Governor Cooper, Health Care Providers

See all updates »

Your Authentic Self is an Asset in the Office

I have been Smith Anderson’s Chief Diversity Officer for over a year now. In this new role for our firm, I have contributed to the impactful Diversity and Inclusion (“D&I”) efforts of our firm’s longstanding D&I Committee and…more

Corporate Culture, Corporate Governance, Diversity, Diversity and Inclusion Standards (D&I), Leadership

See all updates »

Major Changes Now in Effect to Davis-Bacon and Related Acts

For the first time in almost 40 years, the U.S. Department of Labor (“DOL”) has finalized comprehensive changes to regulations covering the Davis-Bacon Act (“DBA”) and 70 “DBA Related Acts,” federal wage regulations that apply…more

Amended Regulation, Back Pay, Construction Contracts, Construction Industry, Construction Site

See all updates »

WHITE PAPER | 2023 Year-End Review: Key Trade Secret Developments

A trade secret is any information used in one’s business that derives independent economic value from not being generally known. Trade secrets, unlike patents, are protected indefinitely for as long as they remain a secret. Due…more

Confidential Information, Defend Trade Secrets Act (DTSA), Innovation, Intellectual Property Protection, Misappropriation

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

ADAAA, Americans with Disabilities Act (ADA), 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 »

Landlords & Property Managers - Developing Best Practices During COVID-19

The COVID-19 pandemic has raised new questions and challenges for commercial landlords and property managers. It is no longer business as usual. The goal for a landlord or property manager during these trying times should be to…more

Best Practices, Centers for Disease Control and Prevention (CDC), Commercial Leases, Coronavirus/COVID-19, Landlords

See all updates »

Decrease in HSR Reporting Thresholds Announced for 2021

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

Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees, Hart-Scott-Rodino Act, Mergers

See all updates »

N.C. Business Court Strengthens a Company’s Ability to Assert the Attorney-Client Privilege in Disputes with Officers and Directors

With its origins in the 16th century, the attorney-client privilege is one of the oldest doctrines in our common law tradition. Even so, new issues do arise, like in the North Carolina Business Court case Hosie v. 8 Rivers…more

Attorney-Client Privilege, Client Communication, Confidential Communications, Corporate Communications, Privileged Communication

See all updates »

Centers for Medicare & Medicaid Services Issues Interoperability and Prior Authorization Final Rule

As part of its ongoing mission to modernize and improve the interoperability of the health care system, on January 17, 2024, the Centers for Medicare & Medicaid Services (CMS) finalized the CMS Interoperability and Prior…more

Centers for Medicare & Medicaid Services (CMS), Children's Health Insurance Program (CHIP), Health Care Providers, Medicaid, Medicare

See all updates »

The CARES Act: $2.0 Trillion for COVID-19 Related Stimulus and Relief

Today, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act” or the “Act”), which the Senate approved on the evening of March 25th, received House approval and was signed by the President into law. The Act will…more

CARES Act, Coronavirus/COVID-19, Economic Stimulus, Relief Measures

See all updates »

North Carolina Business Court Clarifies Corporate Director Duties of Care

The North Carolina Business Court recently issued a lengthy opinion discussing the duties of corporate directors. Key points include: ..Directors comply with their duty to exercise adequate oversight if the board makes a…more

Board of Directors, Business Court, Corporate Officers, Directors, Duty of Care

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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

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FTC Proposes Rule That Would Ban Non-Compete Agreements

On January 5, 2023, the Federal Trade Commission ("FTC") issued a Notice of Proposed Rulemaking proposing a "Non-Compete Clause Rule." If the proposed rule goes into effect as drafted, it would ban employers across the country…more

Competition, Contract Terms, Employment Contract, Federal Trade Commission (FTC), FTC Act

See all updates »

OMB Pauses Enforcement of Federal Contractor Vaccine Mandate In Light of Court Injunctions

On December 9, 2021, the Office of Management and Budget issued updated guidance to address the nationwide injunction that currently bars, on a preliminary basis, enforcement of the federal vaccine mandate. For federal…more

Contract Terms, Coronavirus/COVID-19, Enforcement, Executive Orders, Federal Contractors

See all updates »

New Guidance for Employers on COVID-19 Vaccine Coverage and Incentives

Employers who sponsor group health plans will be interested in new guidance released last week by the DOL, IRS and HHS in the form of five COVID-19 related FAQs. Two of the FAQs address group health plan coverage requirements…more

Coronavirus/COVID-19, Department of Health and Human Services (HHS), Department of Labor (DOL), Employer Group Health Plans, Incentives

See all updates »

The Biden Administration Puts the Burden on Employers

On September 9, 2021, President Biden announced several updates to his plan for combatting the COVID-19 pandemic. Although media reports have led some to believe that President Biden’s actions have imposed an immediately…more

Biden Administration, Centers for Medicare & Medicaid Services (CMS), Chamber of Commerce, Civil Rights Act, Coronavirus/COVID-19

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Health Care System and Essential Businesses Granted Immunity From COVID-19 Claims

The North Carolina General Assembly enacted the COVID-19 Recovery Act (SB 704 “An Act to Provide Aid to North Carolinians in Response to the Coronavirus Disease 2019 (COVID-19) Crisis”) on May 2, 2020. The legislation addresses…more

Civil Liability, Coronavirus/COVID-19, Health Care Providers, Immunity, Operators of Essential Services

See all updates »

Public Companies Get Prepared: SEC Adopts New Cybersecurity Disclosure Rules

The SEC adopted new rules for public companies regarding disclosure of information relating to cybersecurity risk management, strategy, governance, and material incidents. Companies will now be required to disclose cybersecurity…more

Compliance, Corporate Governance, Cyber Incident Reporting, Cybersecurity, Disclosure Requirements

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Introduction to HIPAA Compliance Considerations for Health Care Providers

Data privacy and security are a rapidly expanding area of regulatory activity and patient attention. For most health care providers, central data privacy and security legal obligations flow from the federal Health Insurance…more

Business Associates, Compliance, Covered Entities, Data Privacy, Data Security

See all updates »

Clawback Policies - FAQs on Listing Standards Proposed by Nasdaq and NYSE

In October 2022, the SEC adopted rules implementing the incentive-based compensation recovery (clawback) mandated by Section 954 of the Dodd-Frank Act…more

Clawbacks, Dodd-Frank, Effective Date, Executive Compensation, Incentive Compensation

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Winning the Race to Record: Protecting Rights in Real Estate

The North Carolina Court of Appeals this week addressed an important issue involving leases, options to renew, and the North Carolina recordation statutes known as the “Connor Act.” The decision affects anyone who buys or sells…more

Chain of Title, Commercial Leases, Commercial Property Owners, Commercial Tenants, Contract Terms

See all updates »

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting…more

Amended Forms, Board of Directors, Clawbacks, Corporate Governance, Corporate Officers

See all updates »

The Corporate Transparency Act - Case Law Update and Determining Beneficial Owners

As discussed in our prior two alerts (found here), effective as of Jan. 1, 2024, the Corporate Transparency Act and rules issued thereunder by the Financial Crimes Enforcement Network (“FinCEN”) (collectively, the “CTA”) require…more

Beneficial Owner, Commerce Clause, Compliance, Congressional Authority, Constitutional Challenges

See all updates »

Federal Reserve Modifies Main Street Lending Program to Attract More Businesses

On June 8, 2020, the Board of Governors of the Federal Reserve System (Federal Reserve) issued a Press Release (the FRB Press Release) announcing an expansion of its Main Street Lending Program (Program) to help more small- and…more

CARES Act, Coronavirus/COVID-19, Federal Reserve, Financial Stimulus, Main Street Expanded Loan Facility

See all updates »

PCAOB Provides Guidance on Critical Audit Matters

On July 11, 2019, the Public Company Accounting Oversight Board (PCAOB) issued two companion pieces providing “insights” into the PCAOB’s requirements for the presentation of critical audit matters (CAMs) in the auditor’s…more

Audit Committee, Audit Reports, Auditors, Audits, Financial Reporting

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OMB Pauses Enforcement of Federal Contractor Vaccine Mandate In Light of Court Injunctions

On December 9, 2021, the Office of Management and Budget issued updated guidance to address the nationwide injunction that currently bars, on a preliminary basis, enforcement of the federal vaccine mandate. For federal…more

Contract Terms, Coronavirus/COVID-19, Enforcement, Executive Orders, Federal Contractors

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

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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, Securities Act of 1933, Securities and Exchange Commission (SEC)

See all updates »

The Corporate Transparency Act - Case Law Update and Determining Beneficial Owners

As discussed in our prior two alerts (found here), effective as of Jan. 1, 2024, the Corporate Transparency Act and rules issued thereunder by the Financial Crimes Enforcement Network (“FinCEN”) (collectively, the “CTA”) require…more

Beneficial Owner, Commerce Clause, Compliance, Congressional Authority, Constitutional Challenges

See all updates »

NLRB General Counsel Says Non-Competes Are Unlawful

Under the Biden administration, administrative agencies have taken aggressive action attempting to banish non-competes and similar agreements from the workplace. On January 5, 2023, the Federal Trade Commission (“FTC”) announced…more

Employment Contract, Federal Trade Commission (FTC), Low-Wage Workers, NLRA, NLRB

See all updates »

[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

Americans with Disabilities Act (ADA), Continuing Education, Human Resources Professionals, Reasonable Accommodation, Webinars

See all updates »

NLRB General Counsel Says Non-Competes Are Unlawful

Under the Biden administration, administrative agencies have taken aggressive action attempting to banish non-competes and similar agreements from the workplace. On January 5, 2023, the Federal Trade Commission (“FTC”) announced…more

Employment Contract, Federal Trade Commission (FTC), Low-Wage Workers, NLRA, NLRB

See all updates »

The Pause Is Over...OSHA Issues New Guidance for Construction and Steps Up Enforcement

The Occupational Safety and Health Agency (OSHA) recently released guidance concerning construction jobsite safety requirements to mitigate risk arising from the coronavirus (COVID-19). These actions include certain guidance…more

Centers for Disease Control and Prevention (CDC), Construction Industry, Coronavirus/COVID-19, Employer Liability Issues, General Duty Clause

See all updates »

Legislature Makes Significant Changes to NC Construction Law - Be Aware or Beware!

On January 26, 2022, Governor Roy Cooper signed Session Law 2022-1 amending and revising various portions of the North Carolina General Statutes applicable to construction projects in the state. The relevant sections of this…more

Amended Legislation, Attorney's Fees, Construction Industry, Design-Build, General Contractors

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 »

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting…more

Amended Forms, Board of Directors, Clawbacks, Corporate Governance, Corporate Officers

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 »

The CARES Act: $2.0 Trillion for COVID-19 Related Stimulus and Relief

Today, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act” or the “Act”), which the Senate approved on the evening of March 25th, received House approval and was signed by the President into law. The Act will…more

CARES Act, Coronavirus/COVID-19, Economic Stimulus, Relief Measures

See all updates »

Reducing or Suspending Employer Contributions to 401(k) Plans Mid-Year

In times of economic uncertainty, employers who typically make 401(k) matching or profit-sharing contributions often choose to reduce or suspend those contributions to conserve cash and save jobs. Figuring out whether and when…more

401k, Benefit Plan Sponsors, Employee Benefits, Employer Contributions, Retirement Plan

See all updates »

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting…more

Amended Forms, Board of Directors, Clawbacks, Corporate Governance, Corporate Officers

See all updates »

Updates to HSR Reporting Thresholds and Merger Filing Fees Announced for 2024

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 (FTC) and the Antitrust Division of…more

Acquisitions, Antitrust Division, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees

See all updates »

Winning the Race to Record: Protecting Rights in Real Estate

The North Carolina Court of Appeals this week addressed an important issue involving leases, options to renew, and the North Carolina recordation statutes known as the “Connor Act.” The decision affects anyone who buys or sells…more

Chain of Title, Commercial Leases, Commercial Property Owners, Commercial Tenants, Contract Terms

See all updates »

N.C. Business Court Strengthens a Company’s Ability to Assert the Attorney-Client Privilege in Disputes with Officers and Directors

With its origins in the 16th century, the attorney-client privilege is one of the oldest doctrines in our common law tradition. Even so, new issues do arise, like in the North Carolina Business Court case Hosie v. 8 Rivers…more

Attorney-Client Privilege, Client Communication, Confidential Communications, Corporate Communications, Privileged Communication

See all updates »

NY Court Allows Teaming Agreement Claim to Proceed Under State Law

A recent New York federal opinion is a reminder that teaming agreements are governed by state law, and not federal law, despite support for “contractor team arrangements” under FAR Subpart 9.6, and that state law generally will…more

Contract Drafting, Federal Acquisition Regulations (FAR), Federal Contractors, Memorandum of Agreement, Teaming Agreements

See all updates »

AI Law and Policy Developments Likely Will Be Seen This Year

One of 2023’s more significant — and potentially disruptive — developments in business and culture was the arrival of a slew of generative artificial intelligence (AI) systems. At the beginning of 2023, ChatGPT quickly captured…more

Artificial Intelligence, Biden Administration, Copyright, Copyright Office, Department of Health and Human Services (HHS)

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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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Major Taxpayer Win in North Carolina Renewable Energy Tax Credit Dispute

On April 3, 2023, the North Carolina Business Court issued opinions handing taxpayers decisive victories in two cases that are part of a long-running dispute over the state’s now-expired renewable energy tax credit program. …more

Clawbacks, Renewable Energy, Renewable Energy Incentives, State Taxes, Tax Credits

See all updates »

WHITE PAPER | 2023 Year-End Review: Key Trade Secret Developments

A trade secret is any information used in one’s business that derives independent economic value from not being generally known. Trade secrets, unlike patents, are protected indefinitely for as long as they remain a secret. Due…more

Confidential Information, Defend Trade Secrets Act (DTSA), Innovation, Intellectual Property Protection, Misappropriation

See all updates »

Federal Reserve Modifies Main Street Lending Program to Attract More Businesses

On June 8, 2020, the Board of Governors of the Federal Reserve System (Federal Reserve) issued a Press Release (the FRB Press Release) announcing an expansion of its Main Street Lending Program (Program) to help more small- and…more

CARES Act, Coronavirus/COVID-19, Federal Reserve, Financial Stimulus, Main Street Expanded Loan Facility

See all updates »

WHITE PAPER | Key Patent Developments of 2023

In a noteworthy year for patent law, the U.S. Supreme Court and the U.S. Court of Appeals for the Federal Circuit issued several decisions that will shape the patent landscape and the Federal Rules of Evidence governing expert…more

FRAND, Intellectual Property Protection, IP License, Patent Litigation, Patent Royalties

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 »

The Supreme Court Upholds CMS Vaccine Mandate For Healthcare Workers, Not OSHA Mandate For Large Employers

A pair of rulings issued by the United States Supreme Court on January 13, 2022 provided employers with some clarity on vaccine mandates pushed by the Biden Administration. One ruling blocked the Vaccination or Test Emergency…more

Administrative Authority, Biden Administration, Biden v Missouri, Centers for Medicare & Medicaid Services (CMS), Constitutional Challenges

See all updates »

The CARES Act: $2.0 Trillion for COVID-19 Related Stimulus and Relief

Today, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act” or the “Act”), which the Senate approved on the evening of March 25th, received House approval and was signed by the President into law. The Act will…more

CARES Act, Coronavirus/COVID-19, Economic Stimulus, Relief Measures

See all updates »

Preparing for OSHA’s COVID-19 Vaccine or Testing ETS for Large Employers

On November 5, 2021, the federal Department of Labor’s Occupational Safety and Health Administration (OSHA) published its "COVID-19 Vaccination and Testing, Emergency Temporary Standard" (ETS) for employers with 100 or more…more

Appeals, Biden Administration, Constitutional Challenges, Coronavirus/COVID-19, Covered Employer

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NY Court Allows Teaming Agreement Claim to Proceed Under State Law

A recent New York federal opinion is a reminder that teaming agreements are governed by state law, and not federal law, despite support for “contractor team arrangements” under FAR Subpart 9.6, and that state law generally will…more

Contract Drafting, Federal Acquisition Regulations (FAR), Federal Contractors, Memorandum of Agreement, Teaming Agreements

See all updates »

“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 »

"Show Me The Money!" - Required Disclosures to Employees and Pay Data Reporting

New Pay Transparency Laws Pose New Requirements for Job Postings, Recruiting and Workplace Disclosure and Reporting: Part 3 of 4 - While the recent pay transparency headlines have focused on job postings and recruiting,…more

Disclosure Requirements, Job Ads, Pay Data, Pay Transparency, Reporting Requirements

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Construction Project Participants Face Differing Time Limits for Claims as NC Court of Appeals Interprets Definition of “Substantial Completion”

The North Carolina Court of Appeals recently issued a decision in Gaston County Board of Education v. Shelco, LLC, et al that has the potential to significantly impact the time limits for claims on construction projects…more

Architects, Construction Contracts, Construction Defects, Construction Industry, Construction Project

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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

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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

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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 »

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting…more

Amended Forms, Board of Directors, Clawbacks, Corporate Governance, Corporate Officers

See all updates »

Institutional Shareholder Services and Glass Lewis Update Proxy Voting Guidelines for 2023

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), the two leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for 2023…more

Board of Directors, Climate Change, Corporate Governance, Corporate Officers, Diversity

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Fourth Circuit Rejects Shareholders’ Security Fraud Claims Based on Optimistic Projections for Merged Company

In a recent decision,  the Fourth Circuit considered a class action lawsuit brought by shareholders of a biopharma company, INC Research Holdings, Inc. (now Syneos Health Inc.). The shareholders had voted to approve a merger…more

C-Suite Executives, Class Action, Control Person, Mergers, Securities Act of 1933

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Gain Without Pain: Qualified Small Business Stock and Section 1202 of the Internal Revenue Code

With the prospect of an increase in capital gain income tax rates looming on the horizon, what could be more welcome than an exclusion of 100% of gain from income? That is exactly what Section 1202 of the Internal Revenue Code…more

C-Corporation, Capital Gains, Gain Exclusion, Income Taxes, Internal Revenue Code (IRC)

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Fourth Circuit Rejects Shareholders’ Security Fraud Claims Based on Optimistic Projections for Merged Company

In a recent decision,  the Fourth Circuit considered a class action lawsuit brought by shareholders of a biopharma company, INC Research Holdings, Inc. (now Syneos Health Inc.). The shareholders had voted to approve a merger…more

C-Suite Executives, Class Action, Control Person, Mergers, Securities Act of 1933

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, Institutional Shareholder Services (ISS), Proxy Season, Proxy Voting Guidelines

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The Fourth Circuit Court of Appeals Enters the Cheese Wars: Determining Genericness for Trademark Registration

Recently, the United States Court of Appeals for the Fourth Circuit considered whether “gruyere” cheese can be registered as a trademark in the United States, or whether it is merely a generic term that is not entitled to…more

Food and Drug Administration (FDA), France, Generic, Generic Marks, Switzerland

See all updates »

The CARES Act: $2.0 Trillion for COVID-19 Related Stimulus and Relief

Today, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act” or the “Act”), which the Senate approved on the evening of March 25th, received House approval and was signed by the President into law. The Act will…more

CARES Act, Coronavirus/COVID-19, Economic Stimulus, Relief Measures

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, Securities and Exchange Commission (SEC)

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New Executive Order Signals Potential Action on Non-Compete Agreements

On July 9, 2021, President Biden issued an Executive Order establishing 72 initiatives aimed at promoting competition in the American economy, lowering consumer prices, increasing worker wages and promoting innovation and…more

Biden Administration, Competition, Employer Liability Issues, Employment Contract, Executive Orders

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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, Department of Justice (DOJ), Hiring & Firing, Human Resources Professionals, Job Applicants

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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

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Introduction to HIPAA Compliance Considerations for Health Care Providers

Data privacy and security are a rapidly expanding area of regulatory activity and patient attention. For most health care providers, central data privacy and security legal obligations flow from the federal Health Insurance…more

Business Associates, Compliance, Covered Entities, Data Privacy, Data Security

See all updates »

Health Care System and Essential Businesses Granted Immunity From COVID-19 Claims

The North Carolina General Assembly enacted the COVID-19 Recovery Act (SB 704 “An Act to Provide Aid to North Carolinians in Response to the Coronavirus Disease 2019 (COVID-19) Crisis”) on May 2, 2020. The legislation addresses…more

Civil Liability, Coronavirus/COVID-19, Health Care Providers, Immunity, Operators of Essential Services

See all updates »

In a Win for Business, North Carolina Supreme Court Raises the Bar for Negligent Misrepresentation Claims

Plaintiffs frequently tack on negligent misrepresentation claims to ordinary business disputes. A negligent misrepresentation claim alleges that one party carelessly supplied incorrect or incomplete information on which the…more

Business Disputes, Contract Negotiations, Fraud, NC Supreme Court, Negligent Misrepresentation

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

See all updates »

Breaking: North Carolina Supreme Court Confirms that Dissenting Shareholders Are Entitled to No More than Deal Price in First Impression Merger Appraisal Rights Case

In Reynolds American Inc. v. Third Motion Equities Master Fund Ltd., et al., 2021-NCSC-162 (Dec. 17, 2021), the Supreme Court of North Carolina unanimously affirmed the North Carolina Business Court’s 189-page decision holding…more

Appraisal Rights, Business Court, Business Court Division, Dissenters Rights, Fair Value Standard

See all updates »

NC Assumed Business Names (D/B/As) - Deadline for Complying with New Requirements is December 1, 2022

North Carolina law requires individuals and entities engaging in business under an assumed name in the state to file a certificate with the registrar of deeds in the county or counties in which the person or entity engage in…more

Administrative Procedure, Doing Business, Fictitious Business Name, Filing Deadlines, Filing Requirements

See all updates »

Landlords & Property Managers - Developing Best Practices During COVID-19

The COVID-19 pandemic has raised new questions and challenges for commercial landlords and property managers. It is no longer business as usual. The goal for a landlord or property manager during these trying times should be to…more

Best Practices, Centers for Disease Control and Prevention (CDC), Commercial Leases, Coronavirus/COVID-19, Landlords

See all updates »

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

See all updates »

Recent Amendments to the North Carolina Business Corporation Act - Update

The Business Law Section of the North Carolina Bar Association was active this past year in proposing certain changes to the North Carolina Business Corporation Act. Below is a summary of the amendments that were adopted this…more

Articles of Incorporation, Board of Directors, Corporate Governance, Delaware General Corporation Law, Electronic Communications

See all updates »

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

In a prior Alert, we provided a high-level overview of the Anti-Assignment Act, which requires federal pre-approval for the sale of federal government contracts, often through a “novation agreement” signed by the seller, buyer…more

Acquisitions, Assignments, Due Diligence, Federal Contractors, HUBZone

See all updates »

North Carolina Business Court Clarifies Corporate Director Duties of Care

The North Carolina Business Court recently issued a lengthy opinion discussing the duties of corporate directors. Key points include: ..Directors comply with their duty to exercise adequate oversight if the board makes a…more

Board of Directors, Business Court, Corporate Officers, Directors, Duty of Care

See all updates »

Coming to Construction Claims - The Collateral Source Rule

In another significant opinion from the North Carolina appellate courts, the Court of Appeals recently expanded the application of the collateral source rule to negligence claims arising out of construction disputes in a case of…more

Appeals, Collateral Source Rule, Construction Contracts, Construction Industry, Construction Litigation

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 »

Affordable Care Act Confusion: Health Care Exchange Notice Due but No Penalty for Noncompliance

The Affordable Care Act and subsequent guidance require all employers subject to the Fair Labor Standards Act to provide notice of health care coverage options available through a health care exchange to all current employees no…more

Affordable Care Act, Deadlines, Department of Labor (DOL), Fair Labor Standards Act (FLSA), Health Insurance Exchanges

See all updates »

Upcoming Deadline: Bureau of Economic Analysis BE–10 Benchmark Surveys

The Bureau of Economic Analysis (BEA) conducts various surveys of U.S. multinational companies and U.S. affiliates of foreign enterprises to generate statistical information regarding the global business activities of U.S. based…more

BEA, Benchmarks, Foreign Affiliates, Foreign Corporations, Foreign Direct Investment

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 »

Labor or Bust? President Biden Orders Project Labor Agreements for Large Federal Construction Projects

On February 4, 2022, President Biden issued Executive Order 14063 ("EO") requiring the use of project labor agreements for large federal construction projects. The EO requires that a contractor or subcontractor proposing to work…more

Biden Administration, Construction Project, Executive Orders, Federal Acquisition Regulations (FAR), Federal Contractors

See all updates »

As NC State of Emergency Expires, Businesses and Health Care Providers Need to Prepare to Avoid More COVID Confusion

On Monday, July 11, 2022, Governor Roy Cooper announced that he would end North Carolina’s State of Emergency in response to the COVID-19 Pandemic on August 15, 2022, nearly two and one-half years after first declaring it…more

Coronavirus/COVID-19, Governor Cooper, Health Care Providers, Immunity, Infectious Diseases

See all updates »

Recent Amendments to the North Carolina Business Corporation Act - Update

The Business Law Section of the North Carolina Bar Association was active this past year in proposing certain changes to the North Carolina Business Corporation Act. Below is a summary of the amendments that were adopted this…more

Articles of Incorporation, Board of Directors, Corporate Governance, Delaware General Corporation Law, Electronic Communications

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.

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

How We Protect Your Information

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

Children's Information

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

Links to Other Websites

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

Information for EU and Swiss Residents

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

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

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

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

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

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

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

California Privacy Rights

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

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

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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