Wyrick Robbins Yates & Ponton LLP

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4101 Lake Boone Trail
Suite 300
Raleigh, NC 27607-7506, United States
Phone: 919.781.4000
Fax: 919.781.4865
Areas Of Practice
  • Appellate Practice
  • Commercial Law & Contracts
  • Environmental Law
  • Finance & Banking
  • Health
  • Intellectual Property
  • Labor & Employment Law
  • Mergers & Acquisitions
  • Privacy
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Wills, Trusts, & Estate Planning
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Locations
Other U.S. Locations
  • North Carolina
Number of Attorneys
51-99 Attorneys

Down Rounds – What Are They and How to Mitigate Litigation Risk

“Down rounds” and why they are contentious - Early-stage companies often raise capital in multiple rounds.  While founders and investors hope that a company’s valuation is on a one-way trip upwards, the next round could be at…more

Capital Raising, Controlling Stockholders, Down Rounds, Early Stage Companies, Fiduciary Duty

See all updates »

M&A in 2024: How to Prepare for HSR Filings in a Year of Antitrust Uncertainty

In June 2023, the Federal Trade Commission (“FTC”) issued a proposed rule that would dramatically change, and increase the burden of, Hart-Scott-Rodino Act (the “HSR Act”) pre-merger antitrust filings.  Many observers expect…more

Acquisition Agreements, Antitrust Provisions, Corporate Sales Transactions, Federal Trade Commission (FTC), Hart-Scott-Rodino Act

See all updates »

Staying on the Front Foot in the Face of Mass Arbitrations

Introduction - For many of us, fall means football.  And regardless of whether your football flavor is the American pigskin variety, or the beautiful game we call soccer in the United States, you can appreciate the…more

Arbitration, Arbitration Agreements, Class Action, Consumer Contracts, Defense Strategies

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Combatting Seller Impersonation Fraud with Respect to Vacant, Unencumbered Land

The Emergence of Seller Impersonation Fraud - Recent reports from various title companies and other leaders in the real estate industry show that across the United States, systematic fraudulent schemes involving sophisticated…more

Buyers, Commercial Property Owners, Deeds, Fraud, Fraud Alerts

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Structuring M&A Agreements – Five Lessons from the Tiffany & Co. V. LVMH Affair

It was a whirlwind affair. The Manhattan socialite and the sophisticated Parisian. Tiffany & Co. (NYSE: “TIF”) and LVMH, Moët Hennessy Louis Vuitton SE (OTC: “LVMUY”), announced their engagement, via joint press release, on…more

Acquisition Agreements, Choice-of-Law, Contract Terms, Corporate Counsel, Corporate Sales Transactions

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No Money, Mo’ Problems: DoorDash CCPA Enforcement Action Emphasizes Personal Information “Sales” Aren’t All About the Benjamins

The California Attorney General (“AG”) recently delivered (pun very much intended) a public CCPA enforcement action against DoorDash, its second following the 2022 settlement with Sephora. The DoorDash action stems from a notice…more

California, California Consumer Privacy Act (CCPA), CalOPPA, Consumer Privacy Rights, Data Management

See all updates »

An Environmental Primer for Lenders

 Given the current demand for downtown properties, borrowers are acquiring contaminated properties like never before. Against this backdrop, lenders should become familiar with the basics of environmental laws imposing…more

ASTM, CERCLA, Contaminated Properties, Deed-in-Lieu of Foreclosure, Environmental Liability

See all updates »

SEC Adopts Final Rules Relating to SPACs, Shell Companies, and De-SPAC Transactions

On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and guidance affecting initial public offerings (“IPOs”) of special purpose acquisition companies (“SPACs”) and business combinations…more

Capital Markets, Capital Raising, Corporate Sales Transactions, Disclosure Requirements, Initial Public Offering (IPO)

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The Corporate Transparency Act Suffers a Setback (But is Still with Us)

The federal Corporate Transparency Act, or CTA, went into effect on January 1 of this year. In brief, the CTA requires business entities to file information regarding their beneficial owners and persons involved in creating the…more

Anti-Corruption, Anti-Money Laundering, Beneficial Owner, Congressional Authority, Constitutional Challenges

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SEC Adopts Changes to Schedule 13D and Schedule 13G

On October 10, 2023, the Securities and Exchange Commission (the “SEC”) adopted final rules amending Schedules 13D and 13G under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to update reporting rules and…more

Beneficial Owner, EDGAR, Final Rules, New Regulations, Publicly-Traded Companies

See all updates »

Preparing for an Exit: Tips for a Smoother Sale of your Business

We’re often asked what advice we’d give to business owners that have an exit transaction on the horizon.  Our answer?  It’s never too early to begin preparing.  Below are a number of key preliminary steps that a private company…more

Acquisition Agreements, Business Strategies, Business Succession, Corporate Sales Transactions, Estate Planning

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Mechanics and Advantages of Reverse Triangular Mergers

In structuring a transaction, parties consider a variety of forms of business combination depending on the specifics of the buyer’s goals, the target’s business, transferability of the target’s assets, and various tax…more

Business Continuity Plans, Buyers, Change of Control, Corporate Sales Transactions, Liability

See all updates »

New Year, New(ish) State Privacy Laws: New Jersey and New Hampshire Ring in 2024 with Comprehensive Privacy Laws

Just one month into 2024 and two states have already passed comprehensive consumer data privacy bills. In New Jersey, the legislature passed and on January 16 the governor signed S. 332 (“New Jersey Act”). And in New Hampshire,…more

Consumer Privacy Rights, Cybersecurity, Data Collection, Data Management, Data Privacy

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FTC Flags a New Form of Unsportsmanlike Conduct via Notice of Penalty Offense

The FTC recently sent five tax preparers a notice of its intention to pursue civil penalties (“Notice”) if they continue to use consumers’ data for purposes other than tax preparation (such as advertising) without first…more

Consumer Information, Consumer Privacy Rights, Data Privacy, Enforcement Actions, Federal Trade Commission (FTC)

See all updates »

Yonder Window Breaks: Earnout Covenants in Acquisitions

Earnouts, which provide sellers payouts if certain post-closing milestones are reached, have become increasingly popular in recent M&A transactions given today’s uncertain regulatory and financial climate.  Inflation, supply…more

Acquisition Agreements, Breach of Contract, Contract Terms, Corporate Sales Transactions, Merger Agreements

See all updates »

Significant CON Reform May Be Coming to North Carolina (UPDATED)

(UPDATE) On March 27, 2023, Governor Roy Cooper signed into law House Bill 76, An Act to Provide North Carolina Citizens with Greater Access to Healthcare Options, a copy of which can be found here: Session Law 2023-7. As…more

Certificate of Need, Health Care Providers, Healthcare, Healthcare Facilities, Hospitals

See all updates »

Are My Taxes Going Up? Seven Proposals to Watch from the House Ways and Means Committee’s Draft Tax Legislation

Congress has other plans for tax practitioners this fall, starting with the House Ways and Means Committee’s initial draft of major tax legislation.  The draft legislation proposes far-reaching changes to existing tax laws,…more

Biden Administration, Capital Gains Tax, Corporate Taxes, Income Taxes, Internal Revenue Code (IRC)

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SEC Pauses Climate Disclosure Rules

On April 4, 2024, the Securities and Exchange Commission (the “Commission”) voluntarily issued an order staying its recently adopted climate disclosure rules  (the “Final Rules”), pending the completion of judicial review of the…more

Capital Markets, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

See all updates »

What is Venture Capital and Why Does It Matter?

The moniker “venture capital” is believed to have originated from the financier John Hay Whitney. Having served in World War 2, Whitney returned to the United States with a new mission: to spread American ideals of free…more

Early Stage Companies, Emerging Growth Companies, Equity Financing, Investment, Investors

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SEC Issues Proposed Rules on Disclosures Surrounding Stock Repurchases

On December 15, 2021, the Securities and Exchange Commission (SEC) proposed amendments to modernize and improve disclosure about repurchases of an issuer’s equity securities that are registered under Section 12 of the Securities…more

Comment Period, Disclosure Requirements, Equity Securities, Proposed Amendments, Regulatory Reform

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What are IP Assignment Agreements?

For the high-growth startups we represent (and into which our venture capital clients invest), intellectual property (IP) is typically the core asset driving the company’s value. Ensuring that the company’s IP is properly owned…more

Confidentiality Agreements, Contract Terms, Copyright, Emerging Growth Companies, Intellectual Property Protection

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Bad Medicine: 5 Lessons from the Connecticut AG’s Report on CTDPA Cure Notices

On February 1, 2024, the Connecticut Office of the Attorney General (“OAG”) issued a Report to the General Assembly’s General Law Committee (“Report”), summarizing the OAG’s enforcement efforts during six months since the…more

Connecticut, Consumer Privacy Rights, Cybersecurity, Data Breach, Data Management

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DOL Issues Long-Awaited Independent Contractor Classification Regulation

The Department of Labor’s final rule for classifying independent contractors replaces the previous Trump-era rule that emphasized two factors – control over the work performed and the worker’s opportunity for profit or loss –…more

Department of Labor (DOL), Economic Realities Test, Employee Definition, Employer Liability Issues, Fair Labor Standards Act (FLSA)

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SEC Adopts Long-Awaited Clawback Rules

On October 26, 2022, the Securities and Exchange Commission (“SEC”) adopted a final rule that will require most publicly traded companies to adopt a clawback policy to recover incentive-based compensation from current or former…more

Clawbacks, Corporate Governance, Dodd-Frank, Executive Compensation, Final Rules

See all updates »

Sense and Sensitivity: Latest FTC Enforcement Actions Continue Focus on Sensitive Health Data

We’ve talked before about the FTC’s focus on consumer health privacy. In cases against BetterHelp and GoodRx, a blog post announcing rules it intends to enforce in the space, and a report summarizing its recent privacy and data…more

Corporate Counsel, Data Management, Data Privacy, Electronic Protected Health Information (ePHI), Enforcement Actions

See all updates »

SEC Adopts Final Cybersecurity Rules

Following up on our previous report from almost a year ago, the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) has adopted final rules intended to enhance and standardize disclosures regarding cybersecurity…more

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

See all updates »

What is A Dual-Class Stock Structure and Do I Want It?

What is a Dual-Class Stock Structure? A dual-class stock structure basically means that a company has given disproportionate voting rights to one group of shareholders, typically its founders…more

Corporate Governance, Dual Class Share Structures, Publicly-Traded Companies, Securities Regulation, Voting Rights

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Anatomy of a Venture Financing

Whether you’re a first-time founder or a serial entrepreneur, the process of obtaining venture funding can be complicated and confusing. Let’s look at the process of getting a venture financing to closing, and the primary deal…more

Charter, Emerging Growth Companies, Entrepreneurs, Financing, Investment Contract

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Client Alert: SEC Approves Nasdaq Board Diversity Listing Rules

On August 6, 2021, the U.S. Securities and Exchange Commission (the “SEC”) approved Nasdaq Stock Market (“Nasdaq”) board diversity listing rules. These rules, which Nasdaq initially proposed in December 2020 and then revised in…more

Board of Directors, Corporate Governance, Disclosure Requirements, Diversity and Inclusion Standards (D&I), LGBTQ

See all updates »

SEC Adopts Final Cybersecurity Rules

Following up on our previous report from almost a year ago, the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) has adopted final rules intended to enhance and standardize disclosures regarding cybersecurity…more

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

See all updates »

Fraud in M&A Transactions – Why should parties focus on it?

Treatment of fraud is a key issue in M&A transactions and often a heavily negotiated point.  Acquisition agreements often include “fraud carve-outs” – exclusions for fraud from highly negotiated limitations as to survival of…more

Carve Out Provisions, Contract Negotiations, Corporate Sales Transactions, Fraud, Representations and Warranties

See all updates »

An Environmental Primer for Lenders

 Given the current demand for downtown properties, borrowers are acquiring contaminated properties like never before. Against this backdrop, lenders should become familiar with the basics of environmental laws imposing…more

ASTM, CERCLA, Contaminated Properties, Deed-in-Lieu of Foreclosure, Environmental Liability

See all updates »

Tracking the SEC’s Climate and ESG Task Force and its Enforcement Actions

Capital Markets In March of 2021, the U.S. Securities and Exchange Commission (“SEC”) announced the creation of a Climate and ESG Task Force (“Task Force”) in the Division of Enforcement. Prompted by increased investor focus and…more

Capital Markets, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

See all updates »

Fourth Circuit Expands Scope of Potential “Same-Sex Harassment”

In a unanimous decision, the U.S. Court of Appeals for the Fourth Circuit has become the most recent federal appellate court to expand the scope of conduct that may constitute same-sex harassment…more

Civil Rights Act, Employer Liability Issues, Hostile Environment, Same-Sex Harassment, Sexual Harassment

See all updates »

New Twist in Wire Fraud Scams and Five Ways to Prevent Becoming a Victim

In June 2022, the FBI and Internet Crime Complaint Center (IC3) issued a warning about a new wire fraud scam involving attorney trust accounts and the acquisition of medical equipment that resulted in approximately $2 million in…more

Escrow Agents, FBI, Hackers, Risk Management, Scams

See all updates »

What is Liquidation Preference?

​In a venture capital deal, a liquidation preference refers to the payout investors receive in a liquidation event (like a sale or merger) prior to any payments made to the common stockholders. Venture capital investors almost…more

Investment, Investors, Liquidation, Preferences, Preferred Shares

See all updates »

State of Confusion: The Complex Present and Uncertain Future of Employee Non-Compete Agreements

It seems like a simple question: Is the covenant not to compete in my employment agreement enforceable?  The answer is much more complex and uncertain than you might think…more

Competition, Confidential Information, Contract Terms, Employer Liability Issues, Employment Contract

See all updates »

SEC Adopts Amendments to Modernize Share Repurchase Disclosure

On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to modernize existing disclosure requirements relating to companies’ repurchases of their equity securities that are registered under Section 12 of…more

Corporate Governance, Disclosure Requirements, Publicly-Traded Companies, Repurchase Agreements, Securities and Exchange Commission (SEC)

See all updates »

SEC Issues Additional Guidance Related to Pay Versus Performance

On September 27, 2023, the U.S. Securities and Exchange Commission (the “SEC”) updated its compliance and disclosure interpretations (“C&DIs”) on pay versus performance disclosures (see the Regulation S-K C&DI page on the SEC’s…more

C&DIs, Capital Markets, Corporate Counsel, Disclosure Requirements, Executive Compensation

See all updates »

A Million Here, A Million There: Avast Sets the Record for the Highest Monetary Remedy for FTC Act Privacy Violations

According to Chair Lina Khan, the Federal Trade Commission (“FTC”) recent action against Avast Limited and its subsidiaries for $16.5 million is the “highest monetary remedy in a de novo privacy violation case” and the first…more

Civil Monetary Penalty, Data Collection, Data Privacy, Data Sellers, Enforcement Actions

See all updates »

Significant CON Reform May Be Coming to North Carolina (UPDATED)

(UPDATE) On March 27, 2023, Governor Roy Cooper signed into law House Bill 76, An Act to Provide North Carolina Citizens with Greater Access to Healthcare Options, a copy of which can be found here: Session Law 2023-7. As…more

Certificate of Need, Health Care Providers, Healthcare, Healthcare Facilities, Hospitals

See all updates »

Decoding Entity Selection: Considerations for Founders

What’s the Best Choice of Entity? When we work with founders to start their business, the question of which type of entity to form is often their first question. For many high-growth companies that are planning to obtain…more

Business Entities, Business Formation, C-Corporation, Equity Grants, Financing

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

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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.

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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:

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How We Protect Your Information

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Children's Information

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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
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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

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How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

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  • 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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