Kramer Levin Naftalis & Frankel LLP

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1177 Avenue of the Americas
New York, NY 10036, United States
Phone: 212.715.9100
Fax: 212.715.8000
Areas Of Practice
  • Alternative Dispute Resolution (ADR)
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Communications & Media Law
  • Criminal Law
  • Debtor/Creditor
  • Environmental Law
  • Finance & Banking
  • Immigration Law
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Privacy
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
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Other U.S. Locations
  • California
  • New York
Other Countries
  • France
Number of Attorneys
200+ Attorneys

SEC Issues $20 Million Fine and Cease-and-Desist Order for Stock Buybacks While in Merger Negotiations

In a recent settled administrative proceeding, the Securities and Exchange Commission (SEC or the Commission) imposed a $20 million fine and a cease-and-desist order on Andeavor LLC, a Texas energy company, in connection with a…more

10b5-1 Plans, Corporate Governance, Internal Controls, Merger Agreements, Publicly-Traded Companies

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SEC Adopts Significant Cybersecurity Amendments to Regulation S-P

On May 16, 2024, the Securities and Exchange Commission (SEC) adopted final amendments to Regulation S-P, one year after issuing the proposed amendments (discussed here). Regulation S-P is a set of privacy rules that govern how…more

Broker-Dealer, Cybersecurity, Popular, Regulation S-P, Securities and Exchange Commission (SEC)

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US and EU Finalize New Data Privacy Framework

On July 10, the European Union and the United States finalized the EU-U.S. Data Privacy Framework (DPF), an agreement that allows for the transfer of personal data from residents of the EU to certified companies in the U.S…more

Cybersecurity, Data Privacy, Data Protection, EU, EU-US Privacy Shield

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The Rules of Engagement for Navigating Business and Financial Distress

The question is not if but how deeply the global coronavirus (COVID-19) pandemic will disrupt businesses and impact future operations. That answer differs based upon each company’s industry, access to cash and other capital,…more

363 Sales, Business Closures, Business Interruption, Business Plans, Capital Gains

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Diversity in the Boardroom: Full Fifth Circuit Plans to Rehear Challenge to the SEC Approval of Nasdaq Board Diversity Rules

The Fifth Circuit has vacated the opinion we discussed in our Oct. 30, 2023, client alert Diversity in the Boardroom: Fifth Circuit Rejects Challenge to the SEC Nasdaq Board Diversity Rules; En Banc Petition Quickly Filed and…more

Board of Directors, Corporate Governance, Diversity, Nasdaq, Securities and Exchange Commission (SEC)

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Déclaration des bénéficaires effectifs aux Etats-Unis – êtes-vous concerné ?

Le Corporate Transparency Act obligeant des entités américaines ou étrangères à déclarer leurs bénéficiaires effectifs est entré en vigueur le 1erjanvier 2024. Voici en quelques lignes les principales informations nécessaires…more

Beneficial Owner, Corporate Transparency Act, Financial Crimes, FinCEN, Reporting Requirements

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KL Snapshot #12 – Janvier-Février 2017

Banque & Finance – Hubert de Vauplane - Rapport Terra Nova : Les conflits d'intérêts, nouvelle frontière de la démocratie de février 2017 - Hubert De Vauplane a été auditionné le 20/03/15 dans le cadre de la…more

Antitrust Provisions, Banks, BSA/AML, Competition, Conflicts of Interest

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Recent DOJ Settlement With NextGen Highlights Continued Enforcement Focus on Electronic Health Records Technology Vendors

On July 13, NextGen Healthcare Inc. (NextGen), an electronic health record (EHR) software vendor, reached an agreement with the Department of Justice (DOJ) and the Office of Inspector General of the Department of Health and…more

Anti-Kickback Statute, Centers for Medicare & Medicaid Services (CMS), Department of Health and Human Services (HHS), Department of Justice (DOJ), Enforcement Actions

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USCIS to Implement a Registration System for H-1B Cap Filings and Other Developments

USCIS to Implement a Registration System for H-1B Cap Filings On Monday, Dec. 3, U.S. Citizenship and Immigration Services (USCIS) issued a proposed regulatory rule to establish an electronic registration program for petitions…more

Comment Period, Foreign Workers, H-1B, Highly-Skilled Workers Visa, Hiring & Firing

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Déclaration des bénéficaires effectifs aux Etats-Unis – êtes-vous concerné ?

Le Corporate Transparency Act obligeant des entités américaines ou étrangères à déclarer leurs bénéficiaires effectifs est entré en vigueur le 1erjanvier 2024. Voici en quelques lignes les principales informations nécessaires…more

Beneficial Owner, Corporate Transparency Act, Financial Crimes, FinCEN, Reporting Requirements

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USCIS Announces a New Process for Obtaining Temporary Proof of LPR Status

U.S. Citizenship and Immigration Services (USCIS) announced a new process for obtaining temporary proof of LPR (lawful permanent resident, or “green card”) status for those who do not have valid green cards in their possession…more

Foreign Nationals, Green Cards, Immigration Procedures, USCIS, Visas

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Court Dismisses Stockholder Suit Against Meta: Affirms a Firm-Specific Model of Corporate Management

On April 30, 2024, the Delaware Court of Chancery dismissed a stockholder lawsuit against social media giant Meta Platforms, Inc., its board of directors and company founder, Mark Zuckerberg. The decision rejected novel claims…more

Board of Directors, Breach of Duty, Fiduciary Duty, Investors, Shareholders

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Diversity in the Boardroom: Full Fifth Circuit Plans to Rehear Challenge to the SEC Approval of Nasdaq Board Diversity Rules

The Fifth Circuit has vacated the opinion we discussed in our Oct. 30, 2023, client alert Diversity in the Boardroom: Fifth Circuit Rejects Challenge to the SEC Nasdaq Board Diversity Rules; En Banc Petition Quickly Filed and…more

Board of Directors, Corporate Governance, Diversity, Nasdaq, Securities and Exchange Commission (SEC)

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AI Policies

Since the release of ChatGPT in late 2022, popular use of artificial intelligence (AI) has exploded. One survey reported that over 56% of employees already use AI at work, with 1 in 10 using it daily. However, only 26% of…more

Algorithms, Artificial Intelligence, Cybersecurity, Data Privacy, Data Protection

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New York Court of Appeals Tightens Notice Requirements in RMBS Litigation

On March 17, 2022, the New York State Court of Appeals issued a significant decision affecting RMBS putback litigation governed by New York law. The decision, U.S. Bank National Association v. DLJ Mortgage Capital, 2022 WL…more

Mortgages, Notice Requirements, Representations and Warranties, Repurchases, RMBS

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Northern District of Texas Bankruptcy Court Dismisses NRA Bankruptcy Cases

The Northern District of Texas Bankruptcy Court in In re National Rifle Association of America and Sea Girt LLC, Case No. 21-30085 (Bankr. N.D. Tex. May 11, 2021), ECF No. 740, dismissed the National Rifle Association bankruptcy…more

Bad Faith, Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy

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AI Regulatory Update

Keeping abreast of the latest artificial intelligence (AI) developments in this rapidly changing area of law is critical. This newsletter highlights recent updates in AI regulation, covering major AI developments in the United…more

Algorithms, Artificial Intelligence, Innovative Technology, Machine Learning, Technology Sector

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COVID-19 Update: Recent Developments in Business Immigration As A Result of COVID-19

USCIS Immediately Suspends Premium Processing for All I-129 and I-140 Petitions - U.S. Citizenship and Immigration Services (USCIS) announced the immediate and temporary suspension of premium processing service for all Form…more

E-Verify, Form I-9, I-129, I-140, Immigrants

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Investors Beware: Private Equity Firms Continue to Face Potential Liability Under the False Claims Act for Their Portfolio Companies’ Conduct

Two years ago, the U.S. Department of Justice announced a focus on enforcing the False Claims Act against private equity firms based on their portfolio companies’ conduct. That government focus remains strong: Private equity…more

False Claims Act (FCA), Government Agencies, Health Care Providers, Healthcare Fraud, Portfolio Companies

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Second Circuit Limits Criminal Restitution Orders Under the Mandatory Victims Restitution Act: Expenses Associated With SEC Investigations Are Not Recoverable

On Feb. 25, 2022, the U.S. Court of Appeals for the Second Circuit held in United States v. Afriyie that restitution orders under the Mandatory Victims Restitution Act (MVRA) do not allow victims to recover attorneys’ fees…more

Criminal Investigations, Criminal Prosecution, Mandatory Victim's Restitution Act, Restitution, Rule 10b-5

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Final Treasury Regulations Issued Addressing the Application of Section 1061 to Carried Interests (UPDATED)

On Jan. 8, 2021, the Department of the Treasury (Treasury) and the Internal Revenue Service (the Service) issued final regulations (Final Regulations) (T.D. 9945) governing the treatment of “carried interests” (also referred to…more

Capital Gains Tax, Carried Interest Tax Rates, Corporate Taxes, Income Taxes, Tax Planning

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Getting Public Information in Chapter 11

Companies in Chapter 11 must publicly report substantial financial information — indeed, more information should be reported or available publicly in Chapter 11 than outside of Chapter 11. This paper analyzes what information…more

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

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Supreme Court Issues Decision on Section 546(e) Safe Harbor Provision Resolving Long-Standing Circuit Split

On Feb. 27, 2018, the Supreme Court handed down a unanimous opinion, authored by Justice Sotomayor, resolving a Circuit split over the interpretation of Section 546(e) of the Bankruptcy Code, the “safe harbor” provision that…more

Avoidance, Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Debtors

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The End of LIBOR

On March 5, 2021, the ICE Benchmark Administration (IBA), UK Financial Conduct Authority (FCA) and International Swaps and Derivatives Association (ISDA) made important announcements regarding the timelines of the cessations of…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Financial Conduct Authority (FCA), Financial Institutions, Interest Rates

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EU Commission’s Proposal to Expand Corporate Sustainability Obligations Relating to Human Rights and the Environment

On Feb. 23, 2022, the European Commission (Commission) announced a proposed Directive on Corporate Sustainability Due Diligence, which would establish uniform EU-wide requirements to foster compliance with certain international…more

Corporate Social Responsibility, Due Diligence, Environmental Social & Governance (ESG), European Commission, Human Rights

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Supreme Court Grants Certiorari to Determine Constitutionality of SEC Administrative Law Process

On June 30, 2023, the Supreme Court granted certiorari in Securities and Exchange Commission v. Jarkesy to review a decision by the Fifth Circuit rejecting key aspects of the Securities and Exchange Commission’s (SEC or the…more

Administrative Law Judge (ALJ), Administrative Procedure, Appeals, Article II, Certiorari

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Kramer Levin Hosts Program of Real Estate Heavyweights To Discuss Challenges and Priorities for NYC Office-To-Residential Conversions

Kramer Levin convened a room of real estate heavy hitters for their “The Conversion of Office to Residential: Defining NYC’s Future” event at the Kramer Levin Multimedia Conference Center in NYC on April 9…more

Real Estate Development, Real Estate Market, Urban Planning & Development

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USCIS Will Launch Enhanced, Upgraded MyUSCIS Account

In anticipation of the upcoming U.S. Citizenship and Immigration Services (USCIS) H-1B electronic registration process (see our prior client alert for details), we want to call your attention to an update that will affect all…more

H-1B, Immigrants, Immigration Procedures, USCIS, Visas

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And Another Lender Blocking Provision Bites the Dust, Texas Bankruptcy Court Rules

One feature commonly seen in commercial lending transactions is a waiver of the borrower’s authority to file for bankruptcy without the consent of the lender. While such “blocking” provisions are generally upheld where the…more

Bankruptcy Court, Chapter 11, Chapter 7, Chapter 7 Conversions, Commercial Bankruptcy

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SEC Adopts Amendments to Rules Governing Beneficial Ownership Reporting

On Oct. 10, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act). These…more

Amended Rules, Beneficial Owner, EDGAR, Reporting Requirements, Schedule 13D

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NYSE Proposes Amendments to Its Related Party and 20% Shareholder Approval Rules

On Dec. 28, 2020, the New York Stock Exchange (NYSE) proposed amendments to its rules requiring shareholder approval prior to the issuance of securities to Related Parties or in excess of 20% of the issuer’s voting power or…more

20% Rule, Listing Rules, NYSE, Publicly-Traded Companies, Regulatory Agenda

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Upcoming Changes to Kramer Levin’s Immigration Tracker System and Results of the FY25 H-1B Lottery

Updates to Kramer Levin’s Immigration Tracker System Two-Factor Authentication for Tracker Beginning on Monday, May 20, 2024, Tracker will require “two-factor authentication” in order to access our immigration system. We are…more

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

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Subordination Agreements and Cramdown — Strict Enforcement or Rough Justice?

In the latest decision arising out of long-running disputes over confirmation of the Tribune Company’s Chapter 11 plan, the Third Circuit issued important new guidance concerning the enforceability of subordination agreements in…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Cramdown, Section 510

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Second Circuit Holds That So-Called “Flip” Clause Payments Are Protected by Section 560 of the Bankruptcy Code

In Lehman Brothers Special Financing Inc. v. Branch Banking & Trust Co. (In re Lehman Brothers Holdings Inc.), No. 18-1079, --F.3d--, 2020 WL 4590247 (2d Cir. Aug. 11, 2020), the Second Circuit held that provisions in a swap…more

Bankruptcy Code, Collateralized Debt Obligations, Commercial Bankruptcy, Flip Transactions, Lehman Brothers

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Supreme Court Rules That All Relevant Evidence of Price Impact Matters at Class Certification Stage

On June 21, the U.S. Supreme Court issued its long-awaited decision in Goldman Sachs Group, Inc. et al. v. Arkansas Teacher Retirement System et al. The Court held that in ruling on class certification in a securities action, a…more

Arkansas Teacher Retirement System v Goldman Sachs Group, Basic v Levinson, Burden of Persuasion, Burden of Proof, Class Action

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Banking, Finance and Insurance Letter — March/April 2020

With regard to short selling, or more precisely, net short positions, two sets of measures have been taken: lowering of thresholds (a) and prohibitions (b). These measures are based on the provisions of Articles 20 and 28 of the…more

Bank Guarantees, Banks, Cryptoassets, Dividends, EU

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Changes to the Asset Management Framework in France

Ordinance No. 2017-1432 dated Oct. 4, 2017 (the Ordinance), together with its two implementing decrees dated Nov. 19, 2018, is bringing significant changes to the French legal framework for asset management and direct lending…more

Asset Management, ELTIF, EU, France, Investment Funds

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USCIS Issues a Significantly Revised Form I-539, Application to Extend/Change Nonimmigrant Status

Last Friday, U.S. Citizenship and Immigration Services (USCIS) issued a significantly revised Form I-539, Application to Extend/Change Nonimmigrant Status. This application is used to change or extend the status of dependents of…more

Foreign Workers, Highly-Skilled Workers Visa, Immigrants, Immigration Procedures, Immigration Reform

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Ghostbusters: In a New Win for Providers, No Surprises Act Rules Struck for Allowing Ghost Rates

Last week, the federal government met its fourth loss in a challenge brought by health care and air ambulance providers against No Surprises Act (NSA) regulations. We wrote about the previous victories by out-of-network…more

Health Care Providers, No Surprises Act (NSA), Out of Network Provider, Surprise Medical Bills

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Investment Services and the Sustainability or Appropriateness Test

While most financial institutions profile clients and perform the suitability or appropriateness test on the basis of an average risk score, a recent decision rendered by the AMF (the French Financial Markets Authority)…more

Financial Institutions, Financial Markets, Financial Services Industry, Investment Adviser, Regulatory Standards

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Debt Dialogue: May 2017 - Ambac v. Countrywide: New York’s First Department Raises the Bar for RMBS Fraud Claims by Monoline Insurers

As litigation stemming from the U.S. subprime mortgage crisis continues, the legal framework governing the liability of participants in residential mortgage-backed securities (RMBS) securitizations continues to develop…more

Ambac Financial Group, Countrywide, Financial Institutions, Justifiable Reliance, Loss Causation

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The Supreme Court Limits Federal Authority to Regulate Wetlands

Few five-word phrases have vexed the justices of the United States Supreme Court more than “waters of the United States” as used in the Clean Water Act (CWA or Act). The Court has attempted to define the term, and thereby the…more

Clean Water Act, Environmental Policies, Environmental Protection Agency (EPA), Inland Waterways, Navigable Waters

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NYC DCP Releases Details on SoHo/NoHo Rezoning Proposal

The New York City Department of City Planning (DCP) provided greater detail on its proposal to rezone nearly 56 blocks of the SoHo and NoHo neighborhoods of Manhattan, which includes the following key features..…more

Housing Market, Mixed-Use Zoning, Municipalities, Real Estate Development, Retail Market

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Colorado Privacy Act Signed Into Law: What You Need to Know

On July 7, 2021, Colorado’s governor signed into law the Colorado Privacy Act (CPA), which follows similar privacy laws enacted in California and Virginia and is consistent with an expanding national trend…more

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

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US Supreme Court Gives the Final Word: Denial of Lift Stay Motions Are Final and Immediately Appealable

The Bottom Line - The United States Supreme Court recently issued a unanimous decision in Ritzen Group, Inc. v. Jackson Masonry, LLC, No. 19-938 589 U.S. __ (2020), which held that a bankruptcy court’s unreserved denial of a…more

Appeals, Automatic Stay, Bankruptcy Court, Commercial Bankruptcy, Creditors

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Q&A With Deal Lawyer Colin Bumby

Tell us about your practice in the middle-market private equity space?  I represent private equity funds and their portfolio companies in numerous equity transactions — mergers and acquisitions, divestitures, complex…more

Acquisitions, Financial Transactions, Investment Funds, Mergers, Private Equity

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SEC Releases New C&DIs on Rule 10b5-1 Amendments

In connection to its adoption of amendments to Rule 10b5-1 in December 2022, the Securities and Exchange Commission (SEC) released three new compliance and disclosure interpretations (C&DIs) on May 25, 2023. The new C&DIs…more

10b5-1 Plans, C&DIs, Disclosure Requirements, Insider Trading, Securities and Exchange Commission (SEC)

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New York State Issues Updated Model Sexual Harassment Prevention Policy and Training Materials

The New York State Department of Labor (DOL) recently released updates to the state’s model sexual harassment prevention materials, including its model sexual harassment policy as well as its model sexual harassment prevention…more

Anti-Harassment Policies, Employee Training, Employer Liability Issues, NYDOL, Sexual Harassment

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Federal Privacy Bill Aims To Consolidate US Privacy Law Patchwork

On April 7, 2024, Sen. Maria Cantwell, chair of the Senate Commerce Committee, and Rep. Cathy McMorris Rodgers, chair of the House Energy and Commerce Committee, advanced a new federal privacy bill to the House floor titled the…more

Cybersecurity, Data Privacy, Data Protection, Data Security, Personal Information

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CARES Act Economic Stabilization Update

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) involves the injection of $2 trillion into the U.S. economy in an attempt to provide relief to various sectors of the U.S. economy. Of that amount, more than…more

Air Carriers, CARES Act, Coronavirus/COVID-19, Critical Infrastructure Sectors, Federal Loans

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Implications for Benefit Plans of the End of the COVID-19 National Emergency and Public Health Emergency

On Monday, April 10, President Biden signed a congressional resolution immediately ending the COVID-19 National Emergency and he had previously announced that the COVID-19 Public Health Emergency (PHE) will expire on May 11. The…more

CARES Act, COBRA, Coronavirus/COVID-19, Department of Labor (DOL), Employee Benefits

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DOJ Cyber-Digital Task Force Releases Cryptocurrency Enforcement Framework

Building off a 2018 alert outlining cyber threats generally, and following the federal indictment for money laundering of the founders of the offshore cryptocurrency exchange BitMEX, on Oct. 8, 2020, the U.S. Department of…more

Bitcoin, BSA/AML, Cryptocurrency, Department of Justice (DOJ), Digital Assets

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New State and City Efforts To Encourage Housing Development

On April 23, 2024, the New York State Legislature passed a number of significant measures intended to increase housing production, particularly in New York City. The new measures, which are discussed below, include a new tax…more

Housing Developers, New York, Real Estate Development, State Legislatures, Urban Planning & Development

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Kramer Levin Hosts Program of Real Estate Heavyweights To Discuss Challenges and Priorities for NYC Office-To-Residential Conversions

Kramer Levin convened a room of real estate heavy hitters for their “The Conversion of Office to Residential: Defining NYC’s Future” event at the Kramer Levin Multimedia Conference Center in NYC on April 9…more

Real Estate Development, Real Estate Market, Urban Planning & Development

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Potential Effects of the Inflation Reduction Act on Orphan Drug Development

President Biden signed the Inflation Reduction Act (IRA) into law on Aug. 16, 2022, with the goal of reducing health care costs for the government and participants in Medicare and Medicaid programs. The IRA includes a section…more

Centers for Medicare & Medicaid Services (CMS), Drug Pricing, Inflation Reduction Act (IRA), Prescription Drugs, Tax Credits

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Proposed Legislation Would Impose New Corporate Minimum and Excise Taxes

On Aug. 7, the Senate passed H.R. 5376, the Inflation Reduction Act of 2022 (the Act). If approved by the House of Representatives, as expected, the bill will be sent to President Joe Biden for signature. The bill passed by the…more

Base Erosion Tax, Business Taxes, Corporate Taxes, Income Taxes, International Tax Issues

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Key Considerations Regarding the Recently Passed EU Artificial Intelligence Act

On Wednesday, March 13, the European Parliament approved the regulation harmonizing rules on artificial intelligence (AI) (the AI Act). Stakeholders must comply with the AI Act due to its global reach, when it takes effect this…more

Artificial Intelligence, EU, Innovative Technology, Machine Learning, Technology Sector

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ISDA Opens Consultation on Credit Derivatives DC Review – Key Takeaways as Broader Market Considers Commentary and Action

The International Swaps and Derivatives Association, Inc. (ISDA) recently commissioned law firm Linklaters to conduct an independent assessment of the function, governance and membership of the Credit Derivatives Determinations…more

Conflicts of Interest, Consultation, Derivatives, Financial Markets, ISDA

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CARES Act Economic Stabilization Update

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) involves the injection of $2 trillion into the U.S. economy in an attempt to provide relief to various sectors of the U.S. economy. Of that amount, more than…more

Air Carriers, CARES Act, Coronavirus/COVID-19, Critical Infrastructure Sectors, Federal Loans

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SEC Division of Corporate Finances Issues 9 Compliance and Disclosure Interpretations Regarding Inline XBRL Requirements

In March 2019, final rules amending Regulation S-K and related rules and forms were adopted. Included in these rules were requirements that registrants use Inline XBRL, a machine-readable computer code, to tag certain…more

Disclosure Requirements, EDGAR, Financial Statements, Foreign Private Issuers, Form 10-K

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Plafonnement des frais et commissions directs et indirects imputés au titre d’une même souscription ouvrant droit à la réduction d’impôt IR-PME

Bien que son contenu reste sans surprise, cet arrêté était très attendu : en effet, la loi de finances pour 2018 avait introduit, au sein même de l’article 199 terdecies 0-A du Code général des impôts, un dispositif de…more

EU, France, Investment, Management Fees, Sales Commissions

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Kramer Levin Hosts Program of Real Estate Heavyweights To Discuss Challenges and Priorities for NYC Office-To-Residential Conversions

Kramer Levin convened a room of real estate heavy hitters for their “The Conversion of Office to Residential: Defining NYC’s Future” event at the Kramer Levin Multimedia Conference Center in NYC on April 9…more

Real Estate Development, Real Estate Market, Urban Planning & Development

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France Imposes New Regulatory Regime on Digital Asset Service Providers Seeking to Access the French Market

On Feb. 28, 2023, the French Parliament passed new legislation that modifies the regulatory framework applicable to digital asset service providers based in France, or that provide services in France…more

Cryptocurrency, Digital Assets, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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The End of LIBOR

On March 5, 2021, the ICE Benchmark Administration (IBA), UK Financial Conduct Authority (FCA) and International Swaps and Derivatives Association (ISDA) made important announcements regarding the timelines of the cessations of…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Financial Conduct Authority (FCA), Financial Institutions, Interest Rates

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Case Alert: MALT Family Trust v. 777 Partners LLC

A recent decision from Delaware highlights the importance of expressly memorializing contracting parties’ understandings and expectations in M&A transactions involving contingent earnout consideration and/or rollover equity…more

Breach of Contract, Breach of Duty, Buyers, Fiduciary Duty, Sellers

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[Webinar] Advertising Litigation Quarterly Highlights - October 12th, 12:30 pm - 1:30 pm EST

Join us for our Advertising Litigation Quarterly Highlights webinar series. Our Editorial Team will conduct a deep dive on key decisions of interest covered in our recent Advertising Litigation Reports…more

Advertising, Continuing Legal Education, False Advertising, Marketing, Webinars

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The End of LIBOR

On March 5, 2021, the ICE Benchmark Administration (IBA), UK Financial Conduct Authority (FCA) and International Swaps and Derivatives Association (ISDA) made important announcements regarding the timelines of the cessations of…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Financial Conduct Authority (FCA), Financial Institutions, Interest Rates

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Immigration Considerations of Legalized Recreational Marijuana

Recently, New York became the 16th state in the United States to legalize recreational marijuana. We wanted to remind you and your employees that the use, purchase or possession of marijuana is still a crime throughout the…more

Eligibility Determination, Foreign Nationals, Foreign Workers, Hiring & Firing, Immigrants

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Wells Fargo Fined $97.8 Million for Failing to Identify Sanctions Violations From a Legacy Wachovia Business

On March 30, federal regulators announced that Wells Fargo Bank had entered into settlements in which it agreed to pay $97.8 million in fines for enabling sanctions violations between 2010 and 2015. In two separate enforcement…more

Anti-Corruption, Economic Sanctions, Enforcement Actions, Foreign Corrupt Practices Act (FCPA), Office of Foreign Assets Control (OFAC)

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SEC Accredited Investor Proposal Could Yield New Product Opportunities for Private Fund Managers

On Dec. 18, 2019, the Securities and Exchange Commission (SEC or Commission) proposed amendments to broaden the definition of “Accredited Investor” under Regulation D to cover a broader group of investors, including adding new…more

Accredited Investors, Comment Period, Fund Managers, Hedge Funds, Investment

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Supreme Court to Review Whether PSLRA Automatic Stay of Discovery Applies in Securities Act Cases Filed in State Court

Last week, the U.S. Supreme Court granted the petition for a writ of certiorari in Pivotal Software v. Tran, a case that could have significant implications for Securities Act of 1933 (Securities Act) cases brought in state…more

Automatic Stay, Discovery, Petition for Writ of Certiorari, PSLRA, Securities Act of 1933

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Cybersecurity, Privacy and Data Protection 2022 Year in Review

The year 2022 saw a groundswell of interest in privacy rights and related legislation. Five states enacted new laws or regulations aimed at protecting a general right to privacy, while the U.S. government came closer than ever…more

Corporate Counsel, Cybersecurity, Data Privacy, Data Protection, Data Security

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Diversity in the Boardroom: A Litigation and Governance Update

Recent events have brought renewed attention to the push for greater diversity in the boardroom. In this alert, we discuss several developments highlighting the need for public company directors to remain focused on diversity…more

Anti-Discrimination Policies, Board of Directors, Corporate Governance, Diversity, Diversity and Inclusion Standards (D&I)

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Potential Effects of the Inflation Reduction Act on Orphan Drug Development

President Biden signed the Inflation Reduction Act (IRA) into law on Aug. 16, 2022, with the goal of reducing health care costs for the government and participants in Medicare and Medicaid programs. The IRA includes a section…more

Centers for Medicare & Medicaid Services (CMS), Drug Pricing, Inflation Reduction Act (IRA), Prescription Drugs, Tax Credits

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NYSE Proposes Amendments to Its Related Party and 20% Shareholder Approval Rules

On Dec. 28, 2020, the New York Stock Exchange (NYSE) proposed amendments to its rules requiring shareholder approval prior to the issuance of securities to Related Parties or in excess of 20% of the issuer’s voting power or…more

20% Rule, Listing Rules, NYSE, Publicly-Traded Companies, Regulatory Agenda

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Commentaires de la réforme du droit des sûretés

« Réforme du droit des sûretés : des outils rénovés et modernisés au service du financement de l’économie » La ratio legis de la réforme du droit des sûretés – La réforme du droit des sûretés a été adoptée par l’ordonnance n°…more

Financing, France, New Legislation, Securities Regulation, Suretyships

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New EU Directive Puts ‘Sustainability’ Due Diligence Center Stage

The long-awaited EU Corporate Sustainability Due Diligence Directive (CS3D or CSDDD) was adopted May 24, 2024, by decision of the European Council, following approval by the European Parliament one month earlier…more

Climate Change, Corporate Governance, Due Diligence, EU, Sustainability

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Voluntary Disclosure Program Announced for Pandemic-Related Employee Retention Credits

On Dec. 21, 2023, the IRS announced the Employee Retention Credit Voluntary Disclosure Program (ERC-VDP), which helps eligible taxpayers pay back the money they had received for erroneously filed Employee Retention Credit (ERC)…more

Criminal Investigations, Eligibility, Employee Retention, IRS, Tax Credits

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Le fonctionnement des organes sociaux en période de pandémie liée au COVID-19

La « loi du 23 mars 2020 d’urgence pour faire face à l’épidémie du covid-19 » vient compléter le régime de droit commun de l’état d’urgence en instaurant sur l’ensemble du territoire national un état d’urgence sanitaire…more

Annual Meeting, Coronavirus/COVID-19, Corporate Governance, France, Relief Measures

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USCIS Announces H-1B Electronic Registration Process for Upcoming FY24 Cap Season

U.S. Citizenship and Immigration Services (USCIS) announced that it will hold the H-1B electronic registration process for the fiscal year 2024 H-1B cap (from which the annual H-1B lottery will be run). Registration begins at…more

H-1B, Immigration Procedures, Registration Requirement, USCIS, Visa Caps

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Commercial Leases in New York: Enforcement Is on Pause, but Negotiations Should Be Ongoing

New York courts are resuming some operations, but eviction proceedings, including for violations of commercial leases, are still suspended. However, those contracts — and the obligations they created — still exist…more

Commercial Leases, Commercial Tenants, Contract Negotiations, Contract Terms, Coronavirus/COVID-19

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Naming and Shaming: Injunctive Measures Taken by the DGCCRF Can Now Be Made Public

On Dec. 29, 2022, Decree No. 2022-1701 — defining the procedures for publicizing the measures taken pursuant to Book IV of the Commercial Code and Book V of the Consumer Code — was published pursuant to the law of Aug. 16, 2022,…more

Antitrust Provisions, Antitrust Violations, Competition, EU, European Commission

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USCIS Announces Major Backlog Reduction Effort, Expansion of Premium Processing for Certain Filings, and FY 2023 H-1B Lottery Cap Reached

In a long overdue development, United States Citizenship and Immigration Services (USCIS) announced it is finally taking action in tackling its massive backlogs — a major problem that has plagued the agency for several years and…more

Employment Authorization Documents (EAD), H-1B, Immigration Procedures, Lottery, USCIS

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France Imposes New Regulatory Regime on Digital Asset Service Providers Seeking to Access the French Market

On Feb. 28, 2023, the French Parliament passed new legislation that modifies the regulatory framework applicable to digital asset service providers based in France, or that provide services in France…more

Cryptocurrency, Digital Assets, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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COVID-19 Update: NYS Department of Law Modifies Submission Requirements for Condo and Co-op Offering Plans and Amendments

On March 25, the State of New York Department of Law (DOL) issued a policy memorandum temporarily modifying certain submission requirements for condominium and cooperative offering plans and amendments thereto…more

Condominiums, Coronavirus/COVID-19, Regulatory Requirements, Relief Measures

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SEC Adopts Significant Cybersecurity Amendments to Regulation S-P

On May 16, 2024, the Securities and Exchange Commission (SEC) adopted final amendments to Regulation S-P, one year after issuing the proposed amendments (discussed here). Regulation S-P is a set of privacy rules that govern how…more

Broker-Dealer, Cybersecurity, Popular, Regulation S-P, Securities and Exchange Commission (SEC)

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Delaware Court of Chancery Determines That the Duty of Oversight Applies to Corporate Officers

For almost 30 years, the Delaware courts have held that corporate directors are charged with a fiduciary duty of “oversight.” Directors must make sure that their corporations both (1) implement reasonable information and…more

Board of Directors, Corporate Governance, Corporate Officers, DE Supreme Court, Delaware General Corporation Law

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US Senate Holds Hearing on Bipartisan AI Framework and Conducts First AI Insight Forum

As various foreign jurisdictions pursue legislation to address recent developments in artificial intelligence (AI), the U.S. Senate has followed suit in at least two developments this month. On Sept. 12, the Subcommittee on…more

Artificial Intelligence, Facial Recognition Technology, Machine Learning, Transparency

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Le fonctionnement des organes sociaux en période de pandémie liée au COVID-19

La « loi du 23 mars 2020 d’urgence pour faire face à l’épidémie du covid-19 » vient compléter le régime de droit commun de l’état d’urgence en instaurant sur l’ensemble du territoire national un état d’urgence sanitaire…more

Annual Meeting, Coronavirus/COVID-19, Corporate Governance, France, Relief Measures

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EU Foreign Subsidies Regulation: What Impacts Will It Have on Future Mergers?

As of July 12, 2023, the Regulation (EU) 2022/2560 of Dec. 14, 2022, on foreign subsidies — the foreign subsidies regulation, or FSR — will allow the European Commission to investigate, analyze and remedy distortions that have…more

EU, European Commission, Foreign Subsidies, Mergers

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SEC Adopts New Conditions and Disclosures Regarding 10b5-1 Plans

On Dec. 14, 2022, the Securities and Exchange Commission (SEC) adopted amendments to Rule 10b5-1, generally in the form issued for comment in January 2022 (replacing the version initially published on Dec. 15, 2021), which we…more

10b5-1 Plans, Affirmative Defenses, Beneficial Owner, Defense Strategies, Disclosure Requirements

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SEC Issues Final Climate Disclosure Rules: Rule’s Future Subject to Challenge

After a 3-2 vote on March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules for public companies requiring disclosure of climate risk and greenhouse gas emissions. Although scaled back substantially from…more

Climate Change, Corporate Governance, Disclosure Requirements, Regulation S-K, Regulation S-X

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Supreme Court Issues Highly Anticipated Decision Interpreting the Biologics Price Competition and Innovation Act

On June 12, the Supreme Court decided Sandoz Inc. v. Amgen Inc., the first case under the Biologics Price Competition and Innovation Act of 2009 (BPCIA) to reach the high court. The BPCIA establishes a regulatory pathway for…more

Amgen, Biologics, Biosimilars, BPCIA, Commercial Marketing

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Letters of Credit in Reinsurance — In the Wake of Fraud Allegations, Focusing on the Fundamentals

Widely reported allegations of fraud at an offshore company this past summer have drawn attention to the use of letters of credit (LOCs) to secure reinsurance obligations. The company, now in bankruptcy, specialized in matching…more

Insurance Industry, Letter of Credit, NAIC, Reinsurance

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Upcoming Changes to Kramer Levin’s Immigration Tracker System and Results of the FY25 H-1B Lottery

Updates to Kramer Levin’s Immigration Tracker System Two-Factor Authentication for Tracker Beginning on Monday, May 20, 2024, Tracker will require “two-factor authentication” in order to access our immigration system. We are…more

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

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Sous-traitance irrégulière, quel préjudice réparable pour le sous-traitant ?

Cass. 3eciv., 7 mars 2024, n° 22-23.309 Par une nouvelle décision protectrice des intérêts des sous-traitants, la 3èmechambre civile de la Cour de cassation accentue la pression sur les maîtres d’ouvrage pour les contraindre à…more

Construction Industry, Construction Project, Damages, Subcontractors

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Upcoming Changes to Kramer Levin’s Immigration Tracker System and Results of the FY25 H-1B Lottery

Updates to Kramer Levin’s Immigration Tracker System Two-Factor Authentication for Tracker Beginning on Monday, May 20, 2024, Tracker will require “two-factor authentication” in order to access our immigration system. We are…more

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

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Federal Agencies Announce Reforms to Volcker Rule

On Aug. 20, the Federal Deposit Insurance Corp. (the FDIC) and the Office of the Comptroller of the Currency (the OCC) approved amendments to the Volcker Rule, which restricts banking entities’ ability to engage in proprietary…more

Covered Banking Entity, Covered Funds, Dodd-Frank, FDIC, Financial Regulatory Reform

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Delaware Chancery Court Finds CEO Violated Revlon Duties by Tilting Sale Process to Preferred Bidder and That the Bidder Aided and Abetted Disclosure Breaches

In a recent post-trial decision, Delaware Chancellor Kathaleen St. J. McCormick found a CEO personally liable for breaching his fiduciary duties for tilting the company’s sale to his preferred acquiror. The court further held…more

Aiding and Abetting, Breach of Duty, Disclosure Requirements, Fiduciary Duty, Joint and Several Liability

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ISDA Opens Consultation on Credit Derivatives DC Review – Key Takeaways as Broader Market Considers Commentary and Action

The International Swaps and Derivatives Association, Inc. (ISDA) recently commissioned law firm Linklaters to conduct an independent assessment of the function, governance and membership of the Credit Derivatives Determinations…more

Conflicts of Interest, Consultation, Derivatives, Financial Markets, ISDA

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New York Bankruptcy Court Raises the Cost of Keeping Funded Debt: Debtor Needs to Pay Default Interest Rate in Reinstatement of Accelerated Debt

What Happened? One fundamental question in any restructuring relates to the treatment of funded debt obligations, like mortgages. When the cost of prepetition debt is higher than the prevailing market rates, a debtor may…more

Commercial Bankruptcy, Debt Restructuring, Default, Interest Rates, Mortgages

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Supreme Court Grants Certiorari to Determine Constitutionality of SEC Administrative Law Process

On June 30, 2023, the Supreme Court granted certiorari in Securities and Exchange Commission v. Jarkesy to review a decision by the Fifth Circuit rejecting key aspects of the Securities and Exchange Commission’s (SEC or the…more

Administrative Law Judge (ALJ), Administrative Procedure, Appeals, Article II, Certiorari

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Delaware Bankruptcy Court Determines that Section 546(e) “Financial Participant” Does Not Exclude Debtors, Splitting from SDNY Decision

In a December 2020 decision, a Delaware Bankruptcy Court, in Kravitz v. Samson Energy Co. (In re Samson Res. Corp.), Nos. 15-11934 (BLS), 17-51524 (BLS), 2020 Bankr. LEXIS 3575, at *6 (Bankr. D. Del. Dec. 23, 2020), held that…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy, Debtors

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SEC Secures Jury Verdict in Shadow Insider Trading Trial

On April 5, 2024, a federal jury in San Francisco returned a verdict in favor of the Securities and Exchange Commission (SEC) in Securities and Exchange Commission v. Panuwat. The jury found that a corporate executive had…more

Insider Trading, Material Nonpublic Information, Popular, Rule 10b-5, Securities and Exchange Commission (SEC)

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How To Confirm Your Privacy Program Complies With California and Virginia Privacy Obligations

Consistent with a growing national trend, Virginia joined California in recently passing consumer privacy legislation with broad national reach. Both the Virginia Consumer Data Protection Act ..…more

California Consumer Privacy Act (CCPA), CDPA, Consumer Privacy Rights, Corporate Counsel, Cybersecurity

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Court Dismisses Stockholder Suit Against Meta: Affirms a Firm-Specific Model of Corporate Management

On April 30, 2024, the Delaware Court of Chancery dismissed a stockholder lawsuit against social media giant Meta Platforms, Inc., its board of directors and company founder, Mark Zuckerberg. The decision rejected novel claims…more

Board of Directors, Breach of Duty, Fiduciary Duty, Investors, Shareholders

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Supreme Court Holds That Employees Challenging a Job Transfer Under Title VII Do Not Need To Prove Significant Harm

On April 17, 2024, the U.S. Supreme Court unanimously ruled in Muldrow v. City of St. Louis that plaintiffs bringing discrimination claims under Title VII of the Civil Rights Act of 1964 on the basis of a job transfer do not…more

Adverse Employment Action, Civil Rights Act, Employee Transfers, Employer Liability Issues, Employment Litigation

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SEC Adopts Amendments Updating the ‘Fund of Funds’ Regulatory Framework for Registered Investment Companies and Business Development Companies

On Oct. 7, 2020, the Securities and Exchange Commission (SEC) voted to adopt a new rule (Rule 12d1-4), and related amendments to existing rules and forms, to enact a comprehensive regulatory framework for “fund of funds”…more

Business Development Companies, Fund Managers, Fund of Funds, Investment Company Act of 1940, Investment Funds

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New EU Directive Puts ‘Sustainability’ Due Diligence Center Stage

The long-awaited EU Corporate Sustainability Due Diligence Directive (CS3D or CSDDD) was adopted May 24, 2024, by decision of the European Council, following approval by the European Parliament one month earlier…more

Climate Change, Corporate Governance, Due Diligence, EU, Sustainability

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COVID-19 Update: New York Permits “Virtual” Notarization Due to Coronavirus

On March 19, 2020, Governor Andrew Cuomo issued an executive order permitting documents to be notarized utilizing audio-video technology through April 18, 2020.  Pursuant to the executive order, any notarial act required under…more

Coronavirus/COVID-19, E-Signatures, Electronic Notarization Standard, Emergency Management Plans, Executive Orders

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Copyright Office Seeking Comment on Human Authorship Requirements for AI-Generated Works

On the heels of one of the first district court decisions that denied a copyright for AI-generated work that entirely lacked human authorship and left open the question of what level of human intervention will be required in…more

Artificial Intelligence, Authorship, Copyright, Copyright Office, Copyright Registration

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SEC Issues Final Climate Disclosure Rules: Rule’s Future Subject to Challenge

After a 3-2 vote on March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules for public companies requiring disclosure of climate risk and greenhouse gas emissions. Although scaled back substantially from…more

Climate Change, Corporate Governance, Disclosure Requirements, Regulation S-K, Regulation S-X

See all updates »

The End of LIBOR

On March 5, 2021, the ICE Benchmark Administration (IBA), UK Financial Conduct Authority (FCA) and International Swaps and Derivatives Association (ISDA) made important announcements regarding the timelines of the cessations of…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Financial Conduct Authority (FCA), Financial Institutions, Interest Rates

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New York State Requires Employers To Modify Provisions in Separation and Settlement Agreements

On Nov. 17, 2023, Gov. Kathy Hochul signed into law amendments to New York’s General Obligations Law § 5-336 that prohibit the use of certain terms in release agreements. The amendments are principally intended to strengthen…more

Confidentiality Agreements, Employer Liability Issues, Employment Discrimination, Retaliation, Separation Agreement

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Contractual Tensions in the Context of Post-COVID Economic Recovery: Legal Tools and Guidelines

After a year and a half of a global pandemic, INSEE (French National Institute of Statistics and Economic Studies) announced on Sept. 7 a forecast growth of 6.25% of French GDP, thanks in particular to household consumption. On…more

Civil Code, Contract Terms, Coronavirus/COVID-19, Economic Development, Force Majeure Clause

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COVID-19 Update: New York Permits “Virtual” Notarization Due to Coronavirus

On March 19, 2020, Governor Andrew Cuomo issued an executive order permitting documents to be notarized utilizing audio-video technology through April 18, 2020.  Pursuant to the executive order, any notarial act required under…more

Coronavirus/COVID-19, E-Signatures, Electronic Notarization Standard, Emergency Management Plans, Executive Orders

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Second Circuit Rules That a Foreign Defendant Who Lives Abroad and Is Charged With Having Committed Crimes From Her Home Country Is Not Subject to Fugitive Disentitlement

In a significant decision, a panel of the Second Circuit recently held that a French citizen who was charged with violating the Commodity Exchange Act (CEA) in connection with the LIBOR scandal, but who lives in France and has…more

Abuse of Discretion, Commodity Exchange Act (CEA), Extradition, Extraterritoriality Rules, Fugitives

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Subrogation Rights in R&W Insurance Policies

The volume and size of insurer payments under R&W insurance policies are increasing. According to a May 2023 Aon study, the average R&W insurance claim payment to Aon clients in 2022 was $9 million, “significantly higher than…more

Insurance Claims, Insurance Industry, Insurance Litigation, Subrogation

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New EU Directive Puts ‘Sustainability’ Due Diligence Center Stage

The long-awaited EU Corporate Sustainability Due Diligence Directive (CS3D or CSDDD) was adopted May 24, 2024, by decision of the European Council, following approval by the European Parliament one month earlier…more

Climate Change, Corporate Governance, Due Diligence, EU, Sustainability

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Supreme Court Resolves Circuit Split and Holds ‘Pure Omissions’ Outside Reach of Section 10(b) Liability

On April 12, a unanimous Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners, L.P. that material omissions are actionable under Section 10(b) of the Exchange Act and its enabling SEC Rule 10b-5 only if the…more

Disclosure Requirements, Failure To Disclose, Macquarie Infrastructure Corp v Moab Partners LP, Omissions, Rule 10(b)

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The Rules of Engagement for Navigating Business and Financial Distress

The question is not if but how deeply the global coronavirus (COVID-19) pandemic will disrupt businesses and impact future operations. That answer differs based upon each company’s industry, access to cash and other capital,…more

363 Sales, Business Closures, Business Interruption, Business Plans, Capital Gains

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Upcoming Changes to Kramer Levin’s Immigration Tracker System and Results of the FY25 H-1B Lottery

Updates to Kramer Levin’s Immigration Tracker System Two-Factor Authentication for Tracker Beginning on Monday, May 20, 2024, Tracker will require “two-factor authentication” in order to access our immigration system. We are…more

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

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DOJ Announces New Mergers and Acquisitions Safe Harbor Policy for Voluntary Self-Disclosures

On Oct. 4, 2023, in remarks delivered to the Society of Corporate Compliance and Ethics’ 22nd Annual Compliance & Ethics Institute, Deputy Attorney General (AG) Lisa Monaco announced the Department of Justice’s (DOJ) new Mergers…more

Acquisitions, Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), Mergers

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HControl Holdings v. Antin Infrastructure Partners: Terminating a Merger Agreement for Immaterial Breach (and Other Holdings)

A recent posttrial decision from Delaware regarding an alleged breach of a capitalization representation in a merger agreement is noteworthy. The decision establishes that a party is within its rights to back out of a deal even…more

Breach of Contract, Capitalization, Commercial Contracts, Contract Disputes, Contract Termination

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Texas Bankruptcy Court Allows Make-Whole Premiums, Post-Petition Interest on Unsecured Claims at Contractual Default Rate

On Oct. 26, in a highly anticipated decision, the Bankruptcy Court for the Southern District of Texas, In re Ultra Petroleum Corp. Corp., et al., Case No. 16-32202 (Bankr. S.D. Tex. 2020), held that certain noteholders were…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Creditors, Debtors

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Urgence Sanitaire et Prorogation Des Delais Legaux, Judiciaires et Contractuels

Depuis 25 mars 2020, l’ordonnance n°2020-306 a été adoptée par le Gouvernement pour organiser, pendant la « période juridiquement protégée », une prorogation de certains délais échus et l'adaptation des procédures …more

Business Litigation, Contract Terms, Coronavirus/COVID-19, Deadlines, France

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Tax Court Hampers Funds’ Ability To Exclude Income of Non-Passive Limited Partners From Self-Employment Net Earnings

In Soroban Capital Partners LP v. Commissioner, the Tax Court held that the statutory exclusion from the imposition of self-employment tax does not automatically apply with respect to the distributive share allocable to limited…more

Income Taxes, IRS, Limited Liability Partnerships, Tax Court

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Naming and Shaming: Injunctive Measures Taken by the DGCCRF Can Now Be Made Public

On Dec. 29, 2022, Decree No. 2022-1701 — defining the procedures for publicizing the measures taken pursuant to Book IV of the Commercial Code and Book V of the Consumer Code — was published pursuant to the law of Aug. 16, 2022,…more

Antitrust Provisions, Antitrust Violations, Competition, EU, European Commission

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The Impact of CFIUS on Private Equity and Hedge Fund Investors

On Feb. 13, 2020, final regulations became effective updating and refining rules regarding transaction reviews by the Committee on Foreign Investments in the United States (CFIUS)…more

CFIUS, Critical Infrastructure Sectors, FIRRMA, Foreign Investment, Hedge Funds

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ChromaDex Milk Vitamin Formulation Patents Soured by Section 101

On Sept. 21, 2021, the U.S. District Court for the District of Delaware granted Elysium’s motion for summary judgment that two ChromaDex formulation patents were directed to patent-ineligible subject matter under 35 U.S.C. §…more

CLS Bank v Alice Corp, Inter Partes Review (IPR) Proceeding, Life Sciences, Patent Infringement, Patent Litigation

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Kramer Levin Hosts Program of Real Estate Heavyweights To Discuss Challenges and Priorities for NYC Office-To-Residential Conversions

Kramer Levin convened a room of real estate heavy hitters for their “The Conversion of Office to Residential: Defining NYC’s Future” event at the Kramer Levin Multimedia Conference Center in NYC on April 9…more

Real Estate Development, Real Estate Market, Urban Planning & Development

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The Ocean Shipping Antitrust Enforcement Act and Antitrust Scrutiny of Ocean Common Carriers

On Feb. 28, Rep. Jim Costa (D-Calif.) introduced proposed legislation[1] titled the Ocean Shipping Antitrust Enforcement Act (the Act), which would repeal 46 U.S.C. § 40307,[2] a statute conferring certain antitrust exemptions…more

Antitrust Investigations, Antitrust Provisions, Competition, Department of Justice (DOJ), Maritime Transport

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New York’s LLC Transparency Act Has Been Amended

A new statute in New York, entitled the LLC Transparency Act (the NY LLCTA), originally signed into law by Gov. Kathy Hochul on Dec. 23, 2023, was amended on March 1, 2024. As noted in our previous client alert discussing the NY…more

Limited Liability Company (LLC), New York, State and Local Government, Transparency

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ESG's Impact on M&A

Environment, social and governance (ESG) or “sustainability” factors are criteria that are used to measure a company in a way that is not typically included in the company’s financial statements. For example, ESG can include…more

Acquisitions, Climate Change, Corporate Governance, Environmental Social & Governance (ESG), Mergers

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Upcoming Changes to Kramer Levin’s Immigration Tracker System and Results of the FY25 H-1B Lottery

Updates to Kramer Levin’s Immigration Tracker System Two-Factor Authentication for Tracker Beginning on Monday, May 20, 2024, Tracker will require “two-factor authentication” in order to access our immigration system. We are…more

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

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Urgence Sanitaire et Prorogation Des Delais Legaux, Judiciaires et Contractuels

Depuis 25 mars 2020, l’ordonnance n°2020-306 a été adoptée par le Gouvernement pour organiser, pendant la « période juridiquement protégée », une prorogation de certains délais échus et l'adaptation des procédures …more

Business Litigation, Contract Terms, Coronavirus/COVID-19, Deadlines, France

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Upcoming Changes to Kramer Levin’s Immigration Tracker System and Results of the FY25 H-1B Lottery

Updates to Kramer Levin’s Immigration Tracker System Two-Factor Authentication for Tracker Beginning on Monday, May 20, 2024, Tracker will require “two-factor authentication” in order to access our immigration system. We are…more

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

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New York’s Highest Court Finds That Federal Bankruptcy Law Does Not Preempt State Law Tortious Interference Claims in Important Case

On Nov. 24, 2020, the State of New York Court of Appeals ruled in favor of Kramer Levin client Sutton 58 Associates LLC (Sutton), an affiliate of Gamma Real Estate, in its $100 million lawsuit brought against real estate…more

Bankruptcy Code, Business Litigation, Commercial Bankruptcy, Loan Agreements, Preemption

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Land Use Issues Addressed at Kramer Levin Seminar

Kramer Levin recently hosted a seminar titled “Emerging Issues in Land Use: The Year in Review and What’s Ahead,” where experts discussed New York City planning initiatives and land use trends. Among the speakers were Jessica…more

City Planning Departments, Land Developers, Land Use Restrictions, Real Estate Development, State and Local Government

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New York State Budget Agreement Includes a Pass-Through Entity Tax as a SALT Workaround

On Wednesday, April 7, 2021, the New York Legislature reached an agreement with Governor Andrew Cuomo for the fiscal year 2021-2022 state budget. The agreed-upon budget package includes a number of revenue raisers ..…more

Corporate Taxes, Franchise Taxes, High Net-Worth, Income Taxes, Pass-Through Entities

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EU Foreign Subsidies Regulation: What Impacts Will It Have on Future Mergers?

As of July 12, 2023, the Regulation (EU) 2022/2560 of Dec. 14, 2022, on foreign subsidies — the foreign subsidies regulation, or FSR — will allow the European Commission to investigate, analyze and remedy distortions that have…more

EU, European Commission, Foreign Subsidies, Mergers

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New York’s Highest Court Finds That Federal Bankruptcy Law Does Not Preempt State Law Tortious Interference Claims in Important Case

On Nov. 24, 2020, the State of New York Court of Appeals ruled in favor of Kramer Levin client Sutton 58 Associates LLC (Sutton), an affiliate of Gamma Real Estate, in its $100 million lawsuit brought against real estate…more

Bankruptcy Code, Business Litigation, Commercial Bankruptcy, Loan Agreements, Preemption

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New York State Addresses a Chronic Issue: Employees Granted Protections for Off-Duty Cannabis Use

On March 31, 2021, Gov. Andrew Cuomo signed the Marihuana Regulation and Taxation Act (MRTA), legalizing the recreational use of cannabis in New York State for individuals age 21 or older…more

Decriminalization of Marijuana, Employee Rights, Employment Policies, Marijuana, Marijuana Regulation & Taxation Act (MRTA)

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The SEC’s New Proposed Rule To Regulate Security-Based Swaps Raises Practical Concerns for the Industry and May Exceed the SEC’s Authority

On Dec. 15, 2021, the U.S. Securities and Exchange Commission (SEC or Commission) proposed Rule 240.9j-1 (the Rule), intended “to prevent fraud, manipulation, and deception in connection with effecting transactions in, or…more

Disclosure Requirements, Dodd-Frank, Proposed Rules, Securities and Exchange Commission (SEC), Securities Fraud

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In Two Life Sciences Cases, the Supreme Court Declines to Address the Constitutionality of IPRs of Pre-AIA Patents

Last week, the U.S. Supreme Court declined to review the constitutionality of inter partes review proceedings (IPRs) challenging patents issued before the Leahy-Smith America Invents Act (AIA)…more

America Invents Act, Constitutional Challenges, Denial of Certiorari, Intellectual Property Protection, Inter Partes Review (IPR) Proceeding

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COVID-19 Update: NYS Department of Law Modifies Submission Requirements for Condo and Co-op Offering Plans and Amendments

On March 25, the State of New York Department of Law (DOL) issued a policy memorandum temporarily modifying certain submission requirements for condominium and cooperative offering plans and amendments thereto…more

Condominiums, Coronavirus/COVID-19, Regulatory Requirements, Relief Measures

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France Adds the Missing Piece to the Law Allowing Blockchain Technology to be Used to Register and Transfer Unlisted Securities

The notion of distributed ledger (formally denominated “shared electronic recording system, or DEEP in French) was first introduced to French law in 2016 by Ordinance No. 2016-520 of April 28, 2016 (the “Minibon Ordinance”)..…more

Blockchain, Cryptoassets, Digital Currency, Distributed Ledger Technology (DLT), Financial Instruments

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Sandbagging: A Primer

In the 19th century, “ruffians roamed the streets” and robbed “unsuspecting victims” using a tactic knowing as “sandbagging”: They wielded “ostensibly harmless socks” that were in fact “filled with sand and used as weapons.”…more

Acquisition Agreements, Acquisitions, Breach of Contract, Contract Disputes, Contract Terms

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Case Alert: Novolex v. Illinois Union Insurance, et al.

A recent summary judgment decision is noteworthy as one of the rare judicial opinions arising in the context of representations-and-warranties (R&W) insurance. On Jan. 12, 2024, in Novolex Holdings, LLC v. Illinois Union…more

Insurance Claims, Insurance Industry, Insurance Litigation, Policy Exclusions, Policy Terms

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Tax Court Dispenses Favorable Guidance on Profits Interest Safe Harbor

The Tax Court recently held in a memorandum opinion, ES NPA Holding, LLC v. Commissioner, that partnership interests in an upper-tier partnership issued to a service provider of a lower-tier partnership qualified as nontaxable…more

Income Taxes, Partnership Interests, Partnerships, Tax Court

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Implications for Benefit Plans of the End of the COVID-19 National Emergency and Public Health Emergency

On Monday, April 10, President Biden signed a congressional resolution immediately ending the COVID-19 National Emergency and he had previously announced that the COVID-19 Public Health Emergency (PHE) will expire on May 11. The…more

CARES Act, COBRA, Coronavirus/COVID-19, Department of Labor (DOL), Employee Benefits

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Complying With Pay Transparency Obligations: What New York City’s Recent Enforcement Activity Signals for Employers in 2024

It has been more than a year since New York City’s pay transparency law, codified at Section 8-107(32) of the Administrative Code of the New York City Human Rights Law (NYCHRL), went into effect, and we are now starting to see…more

City of New York, Employer Liability Issues, Human Rights, Pay Transparency, Wage and Hour

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Second Circuit Momentive Decision Adopts Two-Step Test for Cramdown Rate; Creates Make-Whole Circuit Split

On October 20, 2017, the U.S. Court of Appeals for the Second Circuit issued a long-awaited decision in In re MPM Silicones, LLC (“Momentive”) holding that, with one important exception, that the plan of reorganization confirmed…more

Bankruptcy Plans, Chapter 11, Commercial Bankruptcy, Cramdown, Debt Restructuring

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The End of LIBOR

On March 5, 2021, the ICE Benchmark Administration (IBA), UK Financial Conduct Authority (FCA) and International Swaps and Derivatives Association (ISDA) made important announcements regarding the timelines of the cessations of…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Financial Conduct Authority (FCA), Financial Institutions, Interest Rates

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Case Alert: MALT Family Trust v. 777 Partners LLC

A recent decision from Delaware highlights the importance of expressly memorializing contracting parties’ understandings and expectations in M&A transactions involving contingent earnout consideration and/or rollover equity…more

Breach of Contract, Breach of Duty, Buyers, Fiduciary Duty, Sellers

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SEC Proposes New Rules for SPAC IPOs and SPAC Business Combinations

On March 30, 2022, the Securities and Exchange Commission (SEC) published a proposal for new rules and amendments under the Securities Act of 1933 and the Securities Exchange Act of 1934 governing initial public offerings (IPOs)…more

Capital Markets, Comment Period, Initial Public Offering (IPO), Proposed Rules, PSLRA

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Supreme Court Grants Certiorari to Determine Constitutionality of SEC Administrative Law Process

On June 30, 2023, the Supreme Court granted certiorari in Securities and Exchange Commission v. Jarkesy to review a decision by the Fifth Circuit rejecting key aspects of the Securities and Exchange Commission’s (SEC or the…more

Administrative Law Judge (ALJ), Administrative Procedure, Appeals, Article II, Certiorari

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Kirschner v. JPMorgan Chase: What It Means for Syndicated Loans and Its Implications for the Secondary Trading Market

On May 22, Judge Paul Gardephe of the U.S. District Court for the Southern District of New York granted a motion to dismiss in Kirschner v. JPMorgan Chase Bank, N.A., a case that, among other things, considered whether the…more

JPMorgan Chase, Popular, Secondary Markets, Securities Regulation, Syndicated Loans

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SEC Adopts Amendments to Rules Governing Beneficial Ownership Reporting

On Oct. 10, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act). These…more

Amended Rules, Beneficial Owner, EDGAR, Reporting Requirements, Schedule 13D

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New York Residents Once Again Eligible for Trusted Traveler Programs

In a surprise move, the Trump administration has reversed its decision to bar New York state residents from Trusted Traveler Programs such as Global Entry, NEXUS, SENTRI and FAST. …more

Department of Homeland Security (DHS), Enrollment, Immigration Procedures, International Travel, Membership Interest

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Upcoming Changes to Kramer Levin’s Immigration Tracker System and Results of the FY25 H-1B Lottery

Updates to Kramer Levin’s Immigration Tracker System Two-Factor Authentication for Tracker Beginning on Monday, May 20, 2024, Tracker will require “two-factor authentication” in order to access our immigration system. We are…more

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

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Où il ne sert à rien pour le client de démontrer que le test d’adéquation a été mal effectué, s’il n’est pas en mesure établir qu’il en résulte un préjudice direct.

Un arrêt rendu par la chambre commerciale de la Cour de cassation du 3 mai 2018 (pourvoi n° 16-16.809) donne l’occasion de revenir sur l’obligation faite aux PSI (mais cela vaut pour les CIF) de s’enquérir de la situation…more

France, Investment, MiFID II, Suitability Requirements

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Reminder: New York Paid Sick Leave Goes into Effect Sept. 30

On Sept. 30, 2020 New York’s general paid sick leave law (PSL) will go into effect. As outlined in detail in our previous alert, the PSL applies to all private employers in the state and requires all businesses that have five or…more

Coronavirus/COVID-19, Employee Rights, Infectious Diseases, New Legislation, Paid Sick Leave

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Supreme Court Holds That Employees Challenging a Job Transfer Under Title VII Do Not Need To Prove Significant Harm

On April 17, 2024, the U.S. Supreme Court unanimously ruled in Muldrow v. City of St. Louis that plaintiffs bringing discrimination claims under Title VII of the Civil Rights Act of 1964 on the basis of a job transfer do not…more

Adverse Employment Action, Civil Rights Act, Employee Transfers, Employer Liability Issues, Employment Litigation

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Tax Court Hampers Funds’ Ability To Exclude Income of Non-Passive Limited Partners From Self-Employment Net Earnings

In Soroban Capital Partners LP v. Commissioner, the Tax Court held that the statutory exclusion from the imposition of self-employment tax does not automatically apply with respect to the distributive share allocable to limited…more

Income Taxes, IRS, Limited Liability Partnerships, Tax Court

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Comptroller of the Currency Announces That Leveraged Lending Guidance Is Not Expected to Be Changed

On May 24, 2018, Joseph Otting, the comptroller of the currency, the principal regulator of all national banks, announced in a telephonic press conference that he does not expect that the Office of the Comptroller of the…more

Financial Institutions, Financial Regulatory Agencies, Leveraged Lending, OCC, Regulatory Oversight

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SEC Adopts New Rules Regarding Use of Derivatives by Registered Investment Companies and Business Development Companies

On Oct. 28, 2020, the Securities and Exchange Commission (SEC) voted to adopt a new rule (Rule 18f-4) and other related amendments, significantly altering the regulatory framework for derivatives use by registered investment…more

Business Development Companies, Derivatives, ETFs, Popular, Registered Investment Companies (RICs)

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Upcoming Changes to Kramer Levin’s Immigration Tracker System and Results of the FY25 H-1B Lottery

Updates to Kramer Levin’s Immigration Tracker System Two-Factor Authentication for Tracker Beginning on Monday, May 20, 2024, Tracker will require “two-factor authentication” in order to access our immigration system. We are…more

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

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Ooki DAO Default Judgment: Regulators Still Face Many Technical and Legal Challenges in Regulating Smart Contracts

The Commodity Futures Trading Commission (CFTC) won what it described as a “sweeping victory” in its case against Ooki DAO, in which the CFTC alleged that the decentralized autonomous organization (DAO) operated an illegal…more

Blockchain, CFTC, Decentralized Autonomous Organization (DAO), Digital Assets

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Privacy and Data Security Law 2023 Year in Review

The year 2023 saw continued expansion of public interest in privacy rights, data security and related legislation. Comprehensive privacy laws took effect in five states, while 12 more states enacted similar laws that will take…more

Cybersecurity, Data Breach, Data Collection, Data Privacy, Data Protection

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Update on New York City Local Law 97: Relaxed Rules Impact the First Compliance Period

Jan. 1, 2024, not only marks the start of the new year, but also the start of the first compliance period for building owners under Local Law 97 (LL97), New York City’s (NYC) trailblazing law that imposes limits on greenhouse…more

Carbon Emissions, Clean Energy, Climate Change, Greenhouse Gas Emissions, Renewable Energy

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Supreme Court Upholds Strict Time Limit in Federal Securities Class Actions

On June 26, 2017, the Supreme Court issued a 5-4 decision in California Public Employees’ Retirement System v. ANZ Securities, Inc., et al. (“CalPERS”) (No. 16–373, 2017 WL 2722415) (U.S. June 26, 2017), holding that the…more

CalPERS v ANZ Securities, Class Action, Equitable Tolling, Opt-Outs, Pension Funds

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Supreme Court Unanimously Narrows Scope of Liability Under Section 11(a) of Securities Act of 1933

In Slack Technologies, LLC v. Pirani,1 the Supreme Court­­ on June 1, 2023, unanimously held that even in a case involving direct listing of both registered and unregistered securities, to state a claim under Section 11(a) of…more

Direct Listing, SCOTUS, Section 11, Securities Act of 1933, Securities and Exchange Commission (SEC)

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US-Chile Bilateral Income Tax Treaty Enters Into Force

On Dec. 19, 2023, Treasury announced the entry into force of the U.S.-Chile bilateral income tax treaty (the Tax Treaty). The Tax Treaty is the first new comprehensive bilateral tax treaty signed by the United States to enter…more

Chile, Income Taxes, International Tax Issues, Tax Planning, Tax Treaty

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Northern District of Illinois Holds That a Biosimilar Applicant Is Not a Necessary Party to a BPCIA Lawsuit

On Aug. 23, 2021, the U.S. District Court for the Northern District of Illinois denied Alvotech hf.’s motion to dismiss AbbVie’s biosimilar lawsuit involving its blockbuster arthritis drug, Humira. AbbVie Inc. et al. v. Alvotech…more

Biologics Price Competition and Innovation Act of 2009, Biosimilars, Life Sciences, Patent Infringement, Patent Litigation

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Decoding Derivatives – Q1 2021

Europcar Drives CDS Down a Familiar Path - When Europcar defaulted on its debt, buyers of approximately $100 million of credit default swap (CDS) protection expected significant payouts due to the anticipated low recovery on…more

Credit Default Swaps, Derivatives, Financial Markets, Investment, Investor Protection

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The End of LIBOR

On March 5, 2021, the ICE Benchmark Administration (IBA), UK Financial Conduct Authority (FCA) and International Swaps and Derivatives Association (ISDA) made important announcements regarding the timelines of the cessations of…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Financial Conduct Authority (FCA), Financial Institutions, Interest Rates

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Supreme Court Unanimously Overturns ‘Bridgegate’ Scandal Convictions, Declines To Endorse Broad Interpretation of Property Under Federal Statutes

On May 7, 2020, the Supreme Court unanimously overturned the convictions of two public officials charged in the “Bridgegate” political corruption scandal…more

Appeals, Bridgegate, Criminal Convictions, Federal-Program Fraud, Governor Christie

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The Supreme Court Prohibits the FTC From Seeking Monetary Relief in Federal Court Under Section 13(b) of the FTCA

On April 22, 2021, the Supreme Court issued a unanimous decision prohibiting the Federal Trade Commission (FTC) from using its preferred tool for regulating marketplace misconduct…more

AMG Capital Management LLC v FTC, Enforcement Actions, Enforcement Authority, Federal Trade Commission (FTC), FTC Act

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Diversity in the Boardroom: Full Fifth Circuit Plans to Rehear Challenge to the SEC Approval of Nasdaq Board Diversity Rules

The Fifth Circuit has vacated the opinion we discussed in our Oct. 30, 2023, client alert Diversity in the Boardroom: Fifth Circuit Rejects Challenge to the SEC Nasdaq Board Diversity Rules; En Banc Petition Quickly Filed and…more

Board of Directors, Corporate Governance, Diversity, Nasdaq, Securities and Exchange Commission (SEC)

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Upcoming Changes to Kramer Levin’s Immigration Tracker System and Results of the FY25 H-1B Lottery

Updates to Kramer Levin’s Immigration Tracker System Two-Factor Authentication for Tracker Beginning on Monday, May 20, 2024, Tracker will require “two-factor authentication” in order to access our immigration system. We are…more

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

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IBOR Transition: What’s the Protocol for Derivatives?

In connection with the anticipated discontinuance of LIBOR and similar benchmarks, the International Swaps and Derivatives Association (ISDA) has published the 2020 IBOR Fallbacks Protocol (Protocol) to help market participants…more

Derivatives, Inter-Bank Offered Rates (IBORs), Interest Rates, ISDA, ISDA 2020 IBOR Fallbacks Protocol (Protocol)

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SEC Adopts Final Rules Regarding SPAC IPOs and SPAC Business Combinations

On Jan. 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that significantly expand disclosure and other requirements for initial public offerings (IPOs) by special purpose acquisition companies (SPACs)…more

Disclosure Requirements, Initial Public Offering (IPO), Investment Company Act of 1940, Investors, Securities and Exchange Commission (SEC)

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The End of LIBOR

On March 5, 2021, the ICE Benchmark Administration (IBA), UK Financial Conduct Authority (FCA) and International Swaps and Derivatives Association (ISDA) made important announcements regarding the timelines of the cessations of…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Financial Conduct Authority (FCA), Financial Institutions, Interest Rates

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SEC Proposes New Rules Aimed at Increasing Short Sale Transparency

On Feb. 25, 2022, the Securities and Exchange Commission (SEC) proposed several new rules with the goal of increasing transparency around short selling. Rule 13f-2 would require institutional investment managers (Managers) to…more

Broker-Dealer, Comment Period, Consolidated Audit Trail, Dodd-Frank, Institutional Investors

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Cybersecurity in the Boardroom: ‘Caremark’ Liability for Boards’ Failure to Oversee Cybersecurity

In an era of increasing cyberattacks by varying threat actors, the board's oversight of cybersecurity risks remains a key responsibility. In two recent cases, the Delaware Court of Chancery (Chancery Court) dismissed Caremark…more

Board of Directors, Caremark claim, Cybersecurity, Derivative Suit, Popular

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Diversity in the Boardroom: Full Fifth Circuit Plans to Rehear Challenge to the SEC Approval of Nasdaq Board Diversity Rules

The Fifth Circuit has vacated the opinion we discussed in our Oct. 30, 2023, client alert Diversity in the Boardroom: Fifth Circuit Rejects Challenge to the SEC Nasdaq Board Diversity Rules; En Banc Petition Quickly Filed and…more

Board of Directors, Corporate Governance, Diversity, Nasdaq, Securities and Exchange Commission (SEC)

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Withholding Tax on Nonresidents (Article 182 A of the French Tax Code): Tax Residence Under Article 4 B of the French Tax Code Takes Precedence Over the Franco-Swiss Tax Treaty

In a recent decision, the French Administrative Supreme Court ruled on the applicability of the withholding tax provided for in Article 182 A of the French Tax Code (FTC) to the remuneration received by an employee seconded from…more

France, Non-Residents, Tax Code, Withholding Tax

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SEC Adopts Significant Cybersecurity Amendments to Regulation S-P

On May 16, 2024, the Securities and Exchange Commission (SEC) adopted final amendments to Regulation S-P, one year after issuing the proposed amendments (discussed here). Regulation S-P is a set of privacy rules that govern how…more

Broker-Dealer, Cybersecurity, Popular, Regulation S-P, Securities and Exchange Commission (SEC)

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Increased Fines for Violations of Russian Localization Law

On June 13, 2019, a draft bill increasing fines for violations of Federal Law No. 242-FZ (Data Localization Law) was submitted to the State Duma (i.e., the lower house of the Federal Assembly)…more

Cross-Border, Data Localization Law, Data Protection, Fines, International Data Transfers

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DOJ Announces New Mergers and Acquisitions Safe Harbor Policy for Voluntary Self-Disclosures

On Oct. 4, 2023, in remarks delivered to the Society of Corporate Compliance and Ethics’ 22nd Annual Compliance & Ethics Institute, Deputy Attorney General (AG) Lisa Monaco announced the Department of Justice’s (DOJ) new Mergers…more

Acquisitions, Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), Mergers

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Court Dismisses Stockholder Suit Against Meta: Affirms a Firm-Specific Model of Corporate Management

On April 30, 2024, the Delaware Court of Chancery dismissed a stockholder lawsuit against social media giant Meta Platforms, Inc., its board of directors and company founder, Mark Zuckerberg. The decision rejected novel claims…more

Board of Directors, Breach of Duty, Fiduciary Duty, Investors, Shareholders

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Blockchain Patents and Litigation — Updated May 2023

Blockchain had a challenging year but continues to grow as a technology with broad applicability. Here, we update our previous article on the state of blockchain patents and patent litigation with an overview of the landscape of…more

Blockchain, Cryptocurrency, Distributed Ledger Technology (DLT), Intellectual Property Protection, Patent Litigation

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The US Supreme Court Rules in Murray v. UBS That SOX Whistleblowers Do Not Need To Prove Retaliatory Intent

On Feb. 8, 2024, the U.S. Supreme Court unanimously ruled in Murray v. UBS Securities, LLC that plaintiffs bringing whistleblower retaliation claims under Section 1514A of the Sarbanes-Oxley Act of 2002 do not need to prove that…more

Adverse Employment Action, Anti-Retaliation Provisions, Employer Liability Issues, Intent, Murray v UBS Securities LLC

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10x Genomics and Stanford’s Genomic Patents Determined Patent Eligible

On Sept. 14, 2023, the U.S. District Court for the District of Delaware denied defendant Parse Biosciences Inc.’s (Parse) motion to dismiss a complaint filed by plaintiffs 10x Genomics Inc. (10x) and the Board of Trustees of…more

Intellectual Property Protection, Patent Infringement, Patent Litigation, Patents, Willful Infringement

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SEC Proposes Cybersecurity Risk Management Requirements for Investment Advisers and Registered Funds

On Feb. 9, 2022, the Securities and Exchange Commission (SEC or Commission) proposed a suite of new rules and amendments concerning cybersecurity risk management for registered investment advisers (advisers) and registered…more

Broker-Dealer, Comment Period, Cybersecurity, Form ADV, Investment Adviser

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StopCovid à l’heure du déconfinement

Comment la délibération de la CNIL tente de concilier efficacité et protection de la vie privée - Parmi les autorités publiques, la Commission Nationale de l’Informatique et des Libertés (« CNIL ») est l’une de celles qui, en…more

CNIL, Coronavirus/COVID-19, Data Protection, EDPS, France

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Court Dismisses Stockholder Suit Against Meta: Affirms a Firm-Specific Model of Corporate Management

On April 30, 2024, the Delaware Court of Chancery dismissed a stockholder lawsuit against social media giant Meta Platforms, Inc., its board of directors and company founder, Mark Zuckerberg. The decision rejected novel claims…more

Board of Directors, Breach of Duty, Fiduciary Duty, Investors, Shareholders

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Upcoming Changes to Kramer Levin’s Immigration Tracker System and Results of the FY25 H-1B Lottery

Updates to Kramer Levin’s Immigration Tracker System Two-Factor Authentication for Tracker Beginning on Monday, May 20, 2024, Tracker will require “two-factor authentication” in order to access our immigration system. We are…more

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

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Upcoming Changes to Kramer Levin’s Immigration Tracker System and Results of the FY25 H-1B Lottery

Updates to Kramer Levin’s Immigration Tracker System Two-Factor Authentication for Tracker Beginning on Monday, May 20, 2024, Tracker will require “two-factor authentication” in order to access our immigration system. We are…more

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

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SEC Adopts T+1 Settlement Cycle

On Feb. 15, the Securities and Exchange Commission (SEC) adopted final rule amendments to Exchange Act Rule 15c6-1 to shorten the standard settlement cycle for most securities transactions from two business days after trade date…more

Broker-Dealer, Capital Markets, Final Rules, Securities and Exchange Commission (SEC), Securities Exchange Act

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Federal Circuit Invalidates Early CAR-T Patent

On Aug. 26, 2021, the Federal Circuit held the asserted claims of Sloan Kettering’s CAR-T patent invalid for lack of written description, reversing the final judgment of a California district court awarding Sloan Kettering and…more

Biotechnology, Life Sciences, Patent Infringement, Patent Invalidity, Patent Litigation

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ERISA Fiduciary Rule Facing Precarious Future

Since its original release as a proposed rule in April 2015 and as a final rule a year later, the Department of Labor’s (DOL's) so-called fiduciary rule — which expands the “investment advice fiduciary” definition under the…more

Best Interest Contract Exemptions, Conflicts of Interest, Consumer Financial Products, Department of Labor (DOL), Employee Benefits

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FinCEN Publishes Final Rule on Beneficial Ownership Reporting Requirements

The Financial Crimes Enforcement Network (FinCEN) of the Treasury Department published on Sept. 30, 2022, final regulations on beneficial ownership information (BOI) reporting requirements intended to enhance the agency’s…more

Beneficial Owner, Corporate Transparency Act, Final Rules, Financial Institutions, FinCEN

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StopCovid à l’heure du déconfinement

Comment la délibération de la CNIL tente de concilier efficacité et protection de la vie privée - Parmi les autorités publiques, la Commission Nationale de l’Informatique et des Libertés (« CNIL ») est l’une de celles qui, en…more

CNIL, Coronavirus/COVID-19, Data Protection, EDPS, France

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SEC Adopts Significant Cybersecurity Amendments to Regulation S-P

On May 16, 2024, the Securities and Exchange Commission (SEC) adopted final amendments to Regulation S-P, one year after issuing the proposed amendments (discussed here). Regulation S-P is a set of privacy rules that govern how…more

Broker-Dealer, Cybersecurity, Popular, Regulation S-P, Securities and Exchange Commission (SEC)

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The End of LIBOR

On March 5, 2021, the ICE Benchmark Administration (IBA), UK Financial Conduct Authority (FCA) and International Swaps and Derivatives Association (ISDA) made important announcements regarding the timelines of the cessations of…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Financial Conduct Authority (FCA), Financial Institutions, Interest Rates

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SCOTUS Unanimously Holds That Respondents in FTC and SEC Administrative Law Proceedings May Challenge the Constitutionality of Such Proceedings in Federal District Court Without First Submitting to a Final Agency Order

On April 14, 2023, the Supreme Court issued a unanimous decision in two related cases, Axon Enterprise, Inc. v. FTC (No. 21-86) and SEC v. Cochran (No. 21-1239), holding that respondents may challenge the constitutionality of…more

Administrative Law Judge (ALJ), Administrative Proceedings, Constitutional Challenges, Due Process, Enforcement Authority

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Second Circuit Narrows SEC Disgorgement Powers and Deepens Circuit Split

In a significant recent decision, Securities and Exchange Commission v. Govil, the Second Circuit substantially narrowed the scope of the Securities and Exchange Commission’s (SEC) disgorgement powers to cases in which the SEC…more

Corporate Counsel, Disgorgement, Enforcement Actions, Investment Adviser, Investors

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New York HERO Act

As we reported previously, Governor Cuomo signed the Health and Essential Rights Act (the HERO Act) into law. The HERO Act requires employers to adopt an airborne infectious disease exposure prevention plan to protect employees…more

Coronavirus/COVID-19, Employer Liability Issues, Employer Responsibilities, Health and Essential Rights (HERO) Act, Infectious Diseases

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Getting Public Information in Chapter 11

Companies in Chapter 11 must publicly report substantial financial information — indeed, more information should be reported or available publicly in Chapter 11 than outside of Chapter 11. This paper analyzes what information…more

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

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China Enacts Groundbreaking Regulations To Vet Generative AI — Will Other Nations Follow Suit?

Some of the world’s earliest and most detailed governmental regulations for generative artificial intelligence (AI) just went into effect in China on Aug. 15. These “Generative AI Measures” are intended to balance state control…more

Artificial Intelligence, China, Corporate Counsel, Intellectual Property Protection, Popular

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Ghostbusters: In a New Win for Providers, No Surprises Act Rules Struck for Allowing Ghost Rates

Last week, the federal government met its fourth loss in a challenge brought by health care and air ambulance providers against No Surprises Act (NSA) regulations. We wrote about the previous victories by out-of-network…more

Health Care Providers, No Surprises Act (NSA), Out of Network Provider, Surprise Medical Bills

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The US Supreme Court Rules in Murray v. UBS That SOX Whistleblowers Do Not Need To Prove Retaliatory Intent

On Feb. 8, 2024, the U.S. Supreme Court unanimously ruled in Murray v. UBS Securities, LLC that plaintiffs bringing whistleblower retaliation claims under Section 1514A of the Sarbanes-Oxley Act of 2002 do not need to prove that…more

Adverse Employment Action, Anti-Retaliation Provisions, Employer Liability Issues, Intent, Murray v UBS Securities LLC

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The End of LIBOR

On March 5, 2021, the ICE Benchmark Administration (IBA), UK Financial Conduct Authority (FCA) and International Swaps and Derivatives Association (ISDA) made important announcements regarding the timelines of the cessations of…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Financial Conduct Authority (FCA), Financial Institutions, Interest Rates

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Corporate Governance: 2023 Midyear Review

The public and private focus on corporate governance continued apace in the first half of 2023. In recent months, there were notable developments in jurisprudence potentially impacting corporate diversity initiatives and in the…more

10b5-1 Plans, Civil Rights Act, Corporate Governance, Cybersecurity, Data Breach

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Liu v. S.E.C.: Supreme Court’s Narrowing of SEC Disgorgement Raises Questions for Insider Trading Cases

Three years ago, in a footnote to its unanimous opinion in Kokesh v. S.E.C., the Supreme Court left open two questions: “whether courts possess authority to order disgorgement in SEC enforcement proceedings” and “whether courts…more

Business Expenses, Disgorgement, Enforcement Actions, Equitable Relief, Insider Trading

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The End of LIBOR

On March 5, 2021, the ICE Benchmark Administration (IBA), UK Financial Conduct Authority (FCA) and International Swaps and Derivatives Association (ISDA) made important announcements regarding the timelines of the cessations of…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Financial Conduct Authority (FCA), Financial Institutions, Interest Rates

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Delaware Court of Chancery Allows Caremark Claim To Proceed Against Boeing Directors

In a significant decision, the Delaware Court of Chancery recently denied a motion to dismiss, thus allowing discovery to proceed, on a Caremark claim against the directors of The Boeing Company (Boeing), arising out of the…more

Board of Directors, Boeing, Breach of Duty, Caremark claim, Corporate Governance

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EU Foreign Subsidies Regulation: What Impacts Will It Have on Future Mergers?

As of July 12, 2023, the Regulation (EU) 2022/2560 of Dec. 14, 2022, on foreign subsidies — the foreign subsidies regulation, or FSR — will allow the European Commission to investigate, analyze and remedy distortions that have…more

EU, European Commission, Foreign Subsidies, Mergers

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SEC Secures Jury Verdict in Shadow Insider Trading Trial

On April 5, 2024, a federal jury in San Francisco returned a verdict in favor of the Securities and Exchange Commission (SEC) in Securities and Exchange Commission v. Panuwat. The jury found that a corporate executive had…more

Insider Trading, Material Nonpublic Information, Popular, Rule 10b-5, Securities and Exchange Commission (SEC)

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At White Collar Crime Institute, DOJ Reiterates Focus on Individual Accountability in Corporate Crime Investigations

In their March 3, 2022, speeches to the 37th American Bar Association (ABA) National Institute on White Collar Crime, Attorney General Merrick Garland and Assistant Attorney General Kenneth Polite Jr. both emphasized the…more

American Bar Association (ABA), Anti-Corruption, Compliance, Criminal Investigations, Department of Justice (DOJ)

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[Webinar] Advertising Litigation Quarterly Highlights - October 12th, 12:30 pm - 1:30 pm EST

Join us for our Advertising Litigation Quarterly Highlights webinar series. Our Editorial Team will conduct a deep dive on key decisions of interest covered in our recent Advertising Litigation Reports…more

Advertising, Continuing Legal Education, False Advertising, Marketing, Webinars

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The Diligence Process for Privacy and Data Security: Telltale Indicators of a Data Program’s Strengths and Weaknesses

The rapid expansion of data security and privacy laws and regulations — both in the United States and internationally — harbors the potential for substantial liability, with the consequence that cyber compliance has become an…more

Cyber Insurance, Data Management, Data Mapping, Data Privacy, Data Security

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SEC Adopts Final Rules Regarding SPAC IPOs and SPAC Business Combinations

On Jan. 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that significantly expand disclosure and other requirements for initial public offerings (IPOs) by special purpose acquisition companies (SPACs)…more

Disclosure Requirements, Initial Public Offering (IPO), Investment Company Act of 1940, Investors, Securities and Exchange Commission (SEC)

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How To Confirm Your Privacy Program Complies With California and Virginia Privacy Obligations

Consistent with a growing national trend, Virginia joined California in recently passing consumer privacy legislation with broad national reach. Both the Virginia Consumer Data Protection Act ..…more

California Consumer Privacy Act (CCPA), CDPA, Consumer Privacy Rights, Corporate Counsel, Cybersecurity

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New State and City Efforts To Encourage Housing Development

On April 23, 2024, the New York State Legislature passed a number of significant measures intended to increase housing production, particularly in New York City. The new measures, which are discussed below, include a new tax…more

Housing Developers, New York, Real Estate Development, State Legislatures, Urban Planning & Development

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New York State Issues Updated Model Sexual Harassment Prevention Policy and Training Materials

The New York State Department of Labor (DOL) recently released updates to the state’s model sexual harassment prevention materials, including its model sexual harassment policy as well as its model sexual harassment prevention…more

Anti-Harassment Policies, Employee Training, Employer Liability Issues, NYDOL, Sexual Harassment

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USCIS Announces a New Process for Obtaining Temporary Proof of LPR Status

U.S. Citizenship and Immigration Services (USCIS) announced a new process for obtaining temporary proof of LPR (lawful permanent resident, or “green card”) status for those who do not have valid green cards in their possession…more

Foreign Nationals, Green Cards, Immigration Procedures, USCIS, Visas

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SEC Issues Final Climate Disclosure Rules: Rule’s Future Subject to Challenge

After a 3-2 vote on March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules for public companies requiring disclosure of climate risk and greenhouse gas emissions. Although scaled back substantially from…more

Climate Change, Corporate Governance, Disclosure Requirements, Regulation S-K, Regulation S-X

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SEC Secures Jury Verdict in Shadow Insider Trading Trial

On April 5, 2024, a federal jury in San Francisco returned a verdict in favor of the Securities and Exchange Commission (SEC) in Securities and Exchange Commission v. Panuwat. The jury found that a corporate executive had…more

Insider Trading, Material Nonpublic Information, Popular, Rule 10b-5, Securities and Exchange Commission (SEC)

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Commercial Leases in New York: Enforcement Is on Pause, but Negotiations Should Be Ongoing

New York courts are resuming some operations, but eviction proceedings, including for violations of commercial leases, are still suspended. However, those contracts — and the obligations they created — still exist…more

Commercial Leases, Commercial Tenants, Contract Negotiations, Contract Terms, Coronavirus/COVID-19

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Kramer Levin Hosts Program of Real Estate Heavyweights To Discuss Challenges and Priorities for NYC Office-To-Residential Conversions

Kramer Levin convened a room of real estate heavy hitters for their “The Conversion of Office to Residential: Defining NYC’s Future” event at the Kramer Levin Multimedia Conference Center in NYC on April 9…more

Real Estate Development, Real Estate Market, Urban Planning & Development

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Supreme Court Won’t Take Up Patent Eligibility for Medical Diagnostics

The cloud of uncertainty over patent eligibility of patents for medical diagnostic methods remains. On Monday, the Supreme Court declined the opportunity to revisit patent eligibility under its two-step Mayo test when it denied…more

Abstract Ideas, Denial of Certiorari, Diagnostic Method, Diagnostic Tests, Innovative Technology

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Defaulting Lenders Under Unitranche Facilities

The Loan Syndications and Trading Association (LSTA) defaulting lender provisions were released in 2011 in the aftermath of the 2008 Financial Crisis. Some 12 years later, recent distress in the banking sector has thrust…more

Banking Sector, Credit Agreements, Financial Institutions, Financial Services Industry, Lenders

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Kramer Levin Hosts Program of Real Estate Heavyweights To Discuss Challenges and Priorities for NYC Office-To-Residential Conversions

Kramer Levin convened a room of real estate heavy hitters for their “The Conversion of Office to Residential: Defining NYC’s Future” event at the Kramer Levin Multimedia Conference Center in NYC on April 9…more

Real Estate Development, Real Estate Market, Urban Planning & Development

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Upcoming Changes to Kramer Levin’s Immigration Tracker System and Results of the FY25 H-1B Lottery

Updates to Kramer Levin’s Immigration Tracker System Two-Factor Authentication for Tracker Beginning on Monday, May 20, 2024, Tracker will require “two-factor authentication” in order to access our immigration system. We are…more

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

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Opportunistic Strategies in the CDS Market: Market Manipulation and the Eye of the Beholder

Over the past several years, a number of transactions in the credit default swap (CDS) market have been scrutinized by the public, market participants and regulators. These transactions — which we have labeled as “opportunistic…more

CFTC, Commodities, Credit Default Swaps, Financial Markets, Financial Transactions

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We Can Work It Out: Overcoming Obstacles to Real Estate Workouts

Real estate lenders and borrowers everywhere are trying to figure out what to do with properties that are either sitting vacant or underperforming pre-pandemic expectations. In New York, a number of mezzanine foreclosures have…more

Borrowers, Chapter 11, Debt Restructuring, Financial Distress, Foreclosure

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SEC Proposes New Valuation Practice Framework for Funds and BDCs

Last Monday, the Securities and Exchange Commission (SEC) voted to propose new Rule 2a-5 under the Investment Company Act of 1940 (1940 Act) establishing a framework for funds’ fair value determinations (Proposed Rule). Section…more

Business Development Companies, Fair Value Standard, Investment Funds, Rulemaking Process, Securities and Exchange Commission (SEC)

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Charting a Course Through ESG Challenges: Perspectives From the US, the UK and Europe

On Tuesday, Apr. 18, Kramer Levin presented a hybrid program, “Charting a Course Through ESG Challenges: Perspectives from the U.S., the U.K. and Europe.” Moderated by Kramer Levin partner Andrew Otis, the event was co-sponsored…more

Employee Benefits, Employee Retirement Income Security Act (ERISA), Environmental Social & Governance (ESG), EU, Greenwashing

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Proposed Legislation Would Impose New Corporate Minimum and Excise Taxes

On Aug. 7, the Senate passed H.R. 5376, the Inflation Reduction Act of 2022 (the Act). If approved by the House of Representatives, as expected, the bill will be sent to President Joe Biden for signature. The bill passed by the…more

Base Erosion Tax, Business Taxes, Corporate Taxes, Income Taxes, International Tax Issues

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Ghostbusters: In a New Win for Providers, No Surprises Act Rules Struck for Allowing Ghost Rates

Last week, the federal government met its fourth loss in a challenge brought by health care and air ambulance providers against No Surprises Act (NSA) regulations. We wrote about the previous victories by out-of-network…more

Health Care Providers, No Surprises Act (NSA), Out of Network Provider, Surprise Medical Bills

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New EU Directive Puts ‘Sustainability’ Due Diligence Center Stage

The long-awaited EU Corporate Sustainability Due Diligence Directive (CS3D or CSDDD) was adopted May 24, 2024, by decision of the European Council, following approval by the European Parliament one month earlier…more

Climate Change, Corporate Governance, Due Diligence, EU, Sustainability

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COVID-19 Update: Litigation Issues in the Midst of COVID-19

There are many litigation issues presented by the outbreak of and response to COVID-19 (the disease caused by the novel coronavirus). We address below several practical and legal issues to consider during this challenging time…more

Business Interruption, Contract Terms, Coronavirus/COVID-19, Force Majeure Clause, Frustration of a Common Purpose

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COVID-19 as a Material Adverse Effect? A Discussion of Recent Cases

The outbreak of the novel coronavirus disease 2019 (COVID-19) and the uncertainty surrounding its long-term implications have caused a noticeable disruption in the consummation of mergers and acquisitions (M&A) transactions…more

Acquisition Agreements, Contract Negotiations, Contract Terms, Coronavirus/COVID-19, Corporate Sales Transactions

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Northern District of California Dismisses Challenge to PTAB’s Fintiv Factors

On Nov. 10, 2021, the Northern District of California granted the United States Patent and Trademark Office’s (USPTO) motion to dismiss a lawsuit brought by Apple and co-plaintiffs challenging the Patent Trial and Appeal Board’s…more

§ 314(d), Administrative Procedure Act, Apple, Intellectual Property Protection, Inter Partes Review (IPR) Proceeding

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[Webinar] Advertising Litigation Quarterly Highlights - October 12th, 12:30 pm - 1:30 pm EST

Join us for our Advertising Litigation Quarterly Highlights webinar series. Our Editorial Team will conduct a deep dive on key decisions of interest covered in our recent Advertising Litigation Reports…more

Advertising, Continuing Legal Education, False Advertising, Marketing, Webinars

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Nuovi obblighi per le aziende con più di 11 dipendenti in Francia : l’elezione del CSE, istanza di rappresentanza del personale

Entro il 1° gennaio 2020, tutte le imprese aventi più di 11 dipendenti in Francia devono aver eletto il proprio “Comité social et économique” cd. CSE…more

Employer Liability Issues, France, International Labor Laws

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L'Agence Française Anticorruption débute une série de contrôles… êtes-vous prêts?

L’AFA vient de démarrer une campagne de vérification (contrôle sur pièces) et a d’ores et déjà envoyé un questionnaire à de nombreuses entreprises leur demandant de répondre sous quinzaine à plus de 150 questions afin de…more

Anti-Corruption, Bribery, Corruption, France, White Collar Crimes

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Potential Effects of the Inflation Reduction Act on Orphan Drug Development

President Biden signed the Inflation Reduction Act (IRA) into law on Aug. 16, 2022, with the goal of reducing health care costs for the government and participants in Medicare and Medicaid programs. The IRA includes a section…more

Centers for Medicare & Medicaid Services (CMS), Drug Pricing, Inflation Reduction Act (IRA), Prescription Drugs, Tax Credits

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Commentaires de la réforme du droit des sûretés

« Réforme du droit des sûretés : des outils rénovés et modernisés au service du financement de l’économie » La ratio legis de la réforme du droit des sûretés – La réforme du droit des sûretés a été adoptée par l’ordonnance n°…more

Financing, France, New Legislation, Securities Regulation, Suretyships

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SEC Proposes Comprehensive Cybersecurity Reporting Rules for Public Companies

On March 9, the SEC, by a 3-1 vote, proposed new rules in its most far-reaching effort to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance and incident reporting by public…more

Comment Period, Cyber Incident Reporting, Cybersecurity, Disclosure Requirements, Proposed Rules

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Insurance Regulators’ Working Group Adopts Key Bond Definition, Providing Guidance for Equity-Based ABS

Culminating a four-year-long process, a key working group of insurance regulators has adopted new standards for determining whether an investment held by an insurance company should be characterized as a “bond” evidencing a…more

Asset-Backed Securities, Insurance Industry, NAIC, Reporting Requirements

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SEC Provides Disclosure Guidance on SPAC IPO and Subsequent Business Combination Transactions

On Dec. 22, 2020, the Staff of the Division of Corporation Finance (Staff) issued CF Disclosure Guidance: Topic 11 – Special Purpose Acquisition Companies to provide its views about certain disclosure considerations for special…more

Corporate Governance, Disclosure Requirements, Initial Public Offering (IPO), Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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Third-Generation Vaccines Take Center Stage in Battle Against COVID-19

The biopharmaceutical industry is at the forefront of COVID-19 news due to major advances in vaccine development. Now, more than a year since the first case of COVID-19 and nearing a year since daily life has been upended by the…more

AstraZeneca, Coronavirus/COVID-19, Emergency Use Authorization (EUA), Infectious Diseases, Intellectual Property Protection

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The End of LIBOR

On March 5, 2021, the ICE Benchmark Administration (IBA), UK Financial Conduct Authority (FCA) and International Swaps and Derivatives Association (ISDA) made important announcements regarding the timelines of the cessations of…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Financial Conduct Authority (FCA), Financial Institutions, Interest Rates

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Supreme Court Rejects EPA’s ‘Clean Power Plan’ in Decision Raising Questions About the SEC’s Climate-Related Disclosure Rules

On June 30, 2022, the U.S. Supreme Court held in West Virginia v. Environmental Protection Agency, 597 U.S. ___ (2022), that the Clean Air Act did not clearly authorize the Environmental Protection Agency (EPA) to create the…more

Air Pollution, Clean Air Act, Clean Power Plan, Climate Change, Disclosure Requirements

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EU Foreign Subsidies Regulation: What Impacts Will It Have on Future Mergers?

As of July 12, 2023, the Regulation (EU) 2022/2560 of Dec. 14, 2022, on foreign subsidies — the foreign subsidies regulation, or FSR — will allow the European Commission to investigate, analyze and remedy distortions that have…more

EU, European Commission, Foreign Subsidies, Mergers

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Delaware Bankruptcy Judge Rejects 'Consensual' Releases in Emerge Energy Chapter 11 Plan

The Honorable Karen B. Owens, sworn in as a Delaware Bankruptcy Judge on June 17, 2019, recently ruled that the third-party releases contained in Emerge Energy Services LP’s Chapter 11 plan were not consensually granted, given…more

Bankruptcy Court, Bankruptcy Plans, Chapter 11, Commercial Bankruptcy, Consent

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Court Sides With Minority View Concluding Intervention Under Section 1109(b) Does Not Apply to Adversary Proceedings

In a recent decision in Dillworth v. Mahecha Diaz, Adv. No. 20-1079-SMG, 2022 WL 1123004 (Bankr. S.D. Fla. April 15, 2022), the Bankruptcy Court for the Southern District of Florida found that a post-confirmation creditors’…more

Adversary Proceedings, Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Creditor's Committee

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Banking, Finance and Insurance Letter — Novembre/Décembre 2019

Challenge of the guidelines of the European Banking Authority and notice of compliance by the Prudential Supervisory and Resolution Authority (ACPR) In its notice of September 8, 2017, the ACPR stated that it complies with the…more

Annual Percentage Rate (APR), Anti-Competitive, Borrowers, Central Counterparties, Consumer Financial Products

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New State and City Efforts To Encourage Housing Development

On April 23, 2024, the New York State Legislature passed a number of significant measures intended to increase housing production, particularly in New York City. The new measures, which are discussed below, include a new tax…more

Housing Developers, New York, Real Estate Development, State Legislatures, Urban Planning & Development

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Land Use Issues Addressed at Kramer Levin Seminar

Kramer Levin recently hosted a seminar titled “Emerging Issues in Land Use: The Year in Review and What’s Ahead,” where experts discussed New York City planning initiatives and land use trends. Among the speakers were Jessica…more

City Planning Departments, Land Developers, Land Use Restrictions, Real Estate Development, State and Local Government

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ESG Voting Policy Updates for the 2022 Proxy Season

This client alert provides an overview of recent key updates on environmental, social and governance (ESG) matters from the leading proxy advisory firms and major institutional investors. We also address updated guidance by the…more

Board of Directors, Climate Change, Corporate Governance, Diversity and Inclusion Standards (D&I), Environmental Social & Governance (ESG)

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Kramer Levin Hosts Program of Real Estate Heavyweights To Discuss Challenges and Priorities for NYC Office-To-Residential Conversions

Kramer Levin convened a room of real estate heavy hitters for their “The Conversion of Office to Residential: Defining NYC’s Future” event at the Kramer Levin Multimedia Conference Center in NYC on April 9…more

Real Estate Development, Real Estate Market, Urban Planning & Development

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NAIC Group Issues Guidance on Corporate Restructurings

Insurers with unwanted runoff blocks of business should consider the latest guidance from insurance regulators on potential transactional structures that could mitigate this issue. On May 13, the Restructuring Mechanisms (E)…more

Corporate Restructuring, Insurance Industry, NAIC, Restructuring

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ISDA Opens Consultation on Credit Derivatives DC Review – Key Takeaways as Broader Market Considers Commentary and Action

The International Swaps and Derivatives Association, Inc. (ISDA) recently commissioned law firm Linklaters to conduct an independent assessment of the function, governance and membership of the Credit Derivatives Determinations…more

Conflicts of Interest, Consultation, Derivatives, Financial Markets, ISDA

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Key Considerations Regarding the Recently Passed EU Artificial Intelligence Act

On Wednesday, March 13, the European Parliament approved the regulation harmonizing rules on artificial intelligence (AI) (the AI Act). Stakeholders must comply with the AI Act due to its global reach, when it takes effect this…more

Artificial Intelligence, EU, Innovative Technology, Machine Learning, Technology Sector

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France Imposes New Regulatory Regime on Digital Asset Service Providers Seeking to Access the French Market

On Feb. 28, 2023, the French Parliament passed new legislation that modifies the regulatory framework applicable to digital asset service providers based in France, or that provide services in France…more

Cryptocurrency, Digital Assets, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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US-Chile Bilateral Income Tax Treaty Enters Into Force

On Dec. 19, 2023, Treasury announced the entry into force of the U.S.-Chile bilateral income tax treaty (the Tax Treaty). The Tax Treaty is the first new comprehensive bilateral tax treaty signed by the United States to enter…more

Chile, Income Taxes, International Tax Issues, Tax Planning, Tax Treaty

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SEC Charges Investment Adviser for Failing to Adequately Disclose ESG Investment Policies and Procedures

On Nov. 22, 2022, the Securities and Exchange Commission (SEC) charged an investment adviser subsidiary of a major U.S. financial institution with violations of Section 206(4) of the Investment Advisers Act of 1940 (Advisers…more

Cease and Desist, Enforcement Actions, Environmental Social & Governance (ESG), False Statements, Greenwashing

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Debt Dialogue: July 2017 - A New Millennium: Bankruptcy Courts May Lack Constitutional Authority to Approve Nonconsensual Plan Releases

Third-party releases have become a common and oft-litigated issue in connection with confirmation of a Chapter 11 plan. This is especially so if the party being released is the target of claims arising out of questionable…more

Article III, Chapter 11, Commercial Bankruptcy, Corporate Restructuring, Fraud

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US Department of the Treasury Announces Results of Sanctions Review

On Oct. 18, 2021, the U.S. Department of the Treasury (the Treasury) announced the results of its review of U.S. economic and financial sanctions. During her confirmation hearing in January 2021, Janet L. Yellen, secretary of…more

Digital Assets, Economic Sanctions, Foreign Policy, Foreign Relations, Office of Foreign Assets Control (OFAC)

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Court Finds California Board Gender Diversity Statute Unconstitutional

On May 13, the Superior Court of California, County of Los Angeles, issued a verdict following a bench trial that effectively struck down SB 826, a California statute requiring the boards of public corporations based in the…more

Board of Directors, California, Constitutional Challenges, Corporate Governance, Diversity and Inclusion Standards (D&I)

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New York Bankruptcy Court Raises the Cost of Keeping Funded Debt: Debtor Needs to Pay Default Interest Rate in Reinstatement of Accelerated Debt

What Happened? One fundamental question in any restructuring relates to the treatment of funded debt obligations, like mortgages. When the cost of prepetition debt is higher than the prevailing market rates, a debtor may…more

Commercial Bankruptcy, Debt Restructuring, Default, Interest Rates, Mortgages

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Kramer Levin Hosts Program of Real Estate Heavyweights To Discuss Challenges and Priorities for NYC Office-To-Residential Conversions

Kramer Levin convened a room of real estate heavy hitters for their “The Conversion of Office to Residential: Defining NYC’s Future” event at the Kramer Levin Multimedia Conference Center in NYC on April 9…more

Real Estate Development, Real Estate Market, Urban Planning & Development

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Court Dismisses Stockholder Suit Against Meta: Affirms a Firm-Specific Model of Corporate Management

On April 30, 2024, the Delaware Court of Chancery dismissed a stockholder lawsuit against social media giant Meta Platforms, Inc., its board of directors and company founder, Mark Zuckerberg. The decision rejected novel claims…more

Board of Directors, Breach of Duty, Fiduciary Duty, Investors, Shareholders

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NYSE Proposes Amendments to Its Related Party and 20% Shareholder Approval Rules

On Dec. 28, 2020, the New York Stock Exchange (NYSE) proposed amendments to its rules requiring shareholder approval prior to the issuance of securities to Related Parties or in excess of 20% of the issuer’s voting power or…more

20% Rule, Listing Rules, NYSE, Publicly-Traded Companies, Regulatory Agenda

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Creating Circuit Split, Fifth Circuit Rules District Court May Hear Constitutional Challenge to SEC Enforcement Action

On Dec. 13, 2021, an en banc panel of the Fifth Circuit held that the Securities Exchange Act of 1934 (Exchange Act) does not preclude federal district courts from exercising subject matter jurisdiction over constitutional…more

Administrative Law Judge (ALJ), Appointments Clause, Constitutional Challenges, Enforcement Actions, Officers of the United States

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Law360: Supreme Court Amgen Ruling's Major Effect On Enablement

Eight months ago, the U.S. Supreme Court interpreted the enablement requirement in the May 18, 2023, Amgen Inc. v. Sanofi decision.[1] Although the court did not change the law, affirming the U.S. Court of Appeals for the…more

Amgen, Life Sciences, Patent Litigation, Patents, Pharmaceutical Industry

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Senate Committee Questions Insurers on Climate

Property-casualty insurers should take note of letters sent by the U.S. Senate Budget Committee on June 9 to prominent insurers seeking information on climate-related matters. The letters are available here and seek production…more

Casualty Insurance, Climate Change, Insurance Industry, Property Insurance

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States Take Varying Approaches to AI Regulation

Since the rise of ChatGPT in late 2022, state lawmakers have tried various strategies to regulate artificial intelligence (AI), with mixed outcomes. At least 25 states, Puerto Rico and the District of Columbia introduced AI…more

Algorithms, Artificial Intelligence, Corporate Counsel, Innovative Technology, Machine Learning

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StopCovid à l’heure du déconfinement

Comment la délibération de la CNIL tente de concilier efficacité et protection de la vie privée - Parmi les autorités publiques, la Commission Nationale de l’Informatique et des Libertés (« CNIL ») est l’une de celles qui, en…more

CNIL, Coronavirus/COVID-19, Data Protection, EDPS, France

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Changes to the Asset Management Framework in France

Ordinance No. 2017-1432 dated Oct. 4, 2017 (the Ordinance), together with its two implementing decrees dated Nov. 19, 2018, is bringing significant changes to the French legal framework for asset management and direct lending…more

Asset Management, ELTIF, EU, France, Investment Funds

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Banking, Finance and Insurance Letter — Novembre/Décembre 2019

Challenge of the guidelines of the European Banking Authority and notice of compliance by the Prudential Supervisory and Resolution Authority (ACPR) In its notice of September 8, 2017, the ACPR stated that it complies with the…more

Annual Percentage Rate (APR), Anti-Competitive, Borrowers, Central Counterparties, Consumer Financial Products

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IBOR Transition: What’s the Protocol for Derivatives?

In connection with the anticipated discontinuance of LIBOR and similar benchmarks, the International Swaps and Derivatives Association (ISDA) has published the 2020 IBOR Fallbacks Protocol (Protocol) to help market participants…more

Derivatives, Inter-Bank Offered Rates (IBORs), Interest Rates, ISDA, ISDA 2020 IBOR Fallbacks Protocol (Protocol)

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Kirschner v. JPMorgan Chase: What It Means for Syndicated Loans and Its Implications for the Secondary Trading Market

On May 22, Judge Paul Gardephe of the U.S. District Court for the Southern District of New York granted a motion to dismiss in Kirschner v. JPMorgan Chase Bank, N.A., a case that, among other things, considered whether the…more

JPMorgan Chase, Popular, Secondary Markets, Securities Regulation, Syndicated Loans

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SEC Adopts Significant Cybersecurity Amendments to Regulation S-P

On May 16, 2024, the Securities and Exchange Commission (SEC) adopted final amendments to Regulation S-P, one year after issuing the proposed amendments (discussed here). Regulation S-P is a set of privacy rules that govern how…more

Broker-Dealer, Cybersecurity, Popular, Regulation S-P, Securities and Exchange Commission (SEC)

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Withholding Tax on Nonresidents (Article 182 A of the French Tax Code): Tax Residence Under Article 4 B of the French Tax Code Takes Precedence Over the Franco-Swiss Tax Treaty

In a recent decision, the French Administrative Supreme Court ruled on the applicability of the withholding tax provided for in Article 182 A of the French Tax Code (FTC) to the remuneration received by an employee seconded from…more

France, Non-Residents, Tax Code, Withholding Tax

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We Can Work It Out: Overcoming Obstacles to Real Estate Workouts

Real estate lenders and borrowers everywhere are trying to figure out what to do with properties that are either sitting vacant or underperforming pre-pandemic expectations. In New York, a number of mezzanine foreclosures have…more

Borrowers, Chapter 11, Debt Restructuring, Financial Distress, Foreclosure

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SEC Secures Jury Verdict in Shadow Insider Trading Trial

On April 5, 2024, a federal jury in San Francisco returned a verdict in favor of the Securities and Exchange Commission (SEC) in Securities and Exchange Commission v. Panuwat. The jury found that a corporate executive had…more

Insider Trading, Material Nonpublic Information, Popular, Rule 10b-5, Securities and Exchange Commission (SEC)

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Complying With Pay Transparency Obligations: What New York City’s Recent Enforcement Activity Signals for Employers in 2024

It has been more than a year since New York City’s pay transparency law, codified at Section 8-107(32) of the Administrative Code of the New York City Human Rights Law (NYCHRL), went into effect, and we are now starting to see…more

City of New York, Employer Liability Issues, Human Rights, Pay Transparency, Wage and Hour

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2023: The Year of Uncertainty for Employment Lawyers

2023 was, well, a mixed bag. Employers are left wondering what the future state of diversity initiatives in the workplace will look like as various forms of litigation bubble their way up, perhaps again to the U.S. Supreme…more

Affirmative Action, Employer Liability Issues, Non-Compete Agreements, Restrictive Covenants

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Investment Adviser Settles SEC Enforcement Action Concerning Alleged Misstatements Regarding ESG Investment Process

On Sept. 25, 2023, the Securities and Exchange Commission announced settled charges against registered investment adviser DWS Investment Management Americas Inc. (DIMA), a Deutsche Bank investment arm, in an enforcement action…more

Disclosure Requirements, Enforcement Actions, Environmental Social & Governance (ESG), Investment Adviser, Securities and Exchange Commission (SEC)

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Custodial Receipts: A Useful Tool for Restructuring Insured Municipal Bonds

Municipal restructurings pose many challenges distinct from those encountered in a typical corporate bankruptcy. One challenge frequently encountered in the context of a municipal restructuring is how to restructure municipal…more

Assignments, Commercial Bankruptcy, Municipal Bonds, Policy Terms, Restructuring

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New State and City Efforts To Encourage Housing Development

On April 23, 2024, the New York State Legislature passed a number of significant measures intended to increase housing production, particularly in New York City. The new measures, which are discussed below, include a new tax…more

Housing Developers, New York, Real Estate Development, State Legislatures, Urban Planning & Development

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Taking the “Stress” Out of Distressed Condominium Investments

While many real estate developers are grappling with the costs of the COVID-19 pandemic, astute investors are surveying opportunities, particularly in distressed condominiums. COVID-19 has shined a spotlight on the…more

Condominiums, Coronavirus/COVID-19, Distressed Assets, Financial Distress, Infectious Diseases

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Upcoming Changes to Kramer Levin’s Immigration Tracker System and Results of the FY25 H-1B Lottery

Updates to Kramer Levin’s Immigration Tracker System Two-Factor Authentication for Tracker Beginning on Monday, May 20, 2024, Tracker will require “two-factor authentication” in order to access our immigration system. We are…more

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

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Republican-Led States Sue to Block ESG Investment Rule, a Fight With Potential Far-Reaching Implications for the Anti-ESG Movement

The Department of Labor (DOL) on Dec. 1, 2022, finalized regulations titled “Prudence and Loyalty in Selecting Plan Investments and Exercising Shareholder Rights” (the 2022 Rule) that provide greater flexibility to retirement…more

Congressional Review Act, Corporate Governance, Department of Labor (DOL), Employee Retirement Income Security Act (ERISA), Environmental Social & Governance (ESG)

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US Biosimilar Market Expands As BPCIA Turns 10

The 10th anniversary of the U.S. biosimilar pathway the Biologics Price Competition and Innovation Act of 2009 (BPCIA) is quickly approaching and marks an expansion of the U.S. biosimilar market. The BPCIA, signed into law on…more

Amgen, Biologics, Biosimilars, BPCIA, Food and Drug Administration (FDA)

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ISDA Opens Consultation on Credit Derivatives DC Review – Key Takeaways as Broader Market Considers Commentary and Action

The International Swaps and Derivatives Association, Inc. (ISDA) recently commissioned law firm Linklaters to conduct an independent assessment of the function, governance and membership of the Credit Derivatives Determinations…more

Conflicts of Interest, Consultation, Derivatives, Financial Markets, ISDA

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Debt Dialogue: May 2017 - Supreme Court to Hear Circuit Split Over Bankruptcy Safe Harbor Provision

The Supreme Court has granted certiorari in Merit Management Group L.P. v. FTI Consulting Inc. to resolve a circuit split over the interpretation of Section 546(e) of the Bankruptcy Code, the “safe harbor” provision that shields…more

Chapter 11, Commercial Bankruptcy, Fraudulent Transfers, Merit Management Group v FTI Consulting, Reorganizations

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Delaware Court of Chancery Allows Caremark Claim To Proceed Against Boeing Directors

In a significant decision, the Delaware Court of Chancery recently denied a motion to dismiss, thus allowing discovery to proceed, on a Caremark claim against the directors of The Boeing Company (Boeing), arising out of the…more

Board of Directors, Boeing, Breach of Duty, Caremark claim, Corporate Governance

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SEC Adopts T+1 Settlement Cycle

On Feb. 15, the Securities and Exchange Commission (SEC) adopted final rule amendments to Exchange Act Rule 15c6-1 to shorten the standard settlement cycle for most securities transactions from two business days after trade date…more

Broker-Dealer, Capital Markets, Final Rules, Securities and Exchange Commission (SEC), Securities Exchange Act

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US-Chile Bilateral Income Tax Treaty Enters Into Force

On Dec. 19, 2023, Treasury announced the entry into force of the U.S.-Chile bilateral income tax treaty (the Tax Treaty). The Tax Treaty is the first new comprehensive bilateral tax treaty signed by the United States to enter…more

Chile, Income Taxes, International Tax Issues, Tax Planning, Tax Treaty

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District Court Upholds Damage Limitations for Lender’s Refusal to Fund: Lyondell Revisited

In the August 2017 issue of Debt Dialogue, we discussed the recent decision by Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York with respect to claims brought by the litigation trust (the…more

Bankruptcy Court, Borrowers, Chapter 11, Commercial Bankruptcy, Commitment Letter

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Texas Bankruptcy Court Determines Bankruptcy Code does not Permit it to Delay Debtor Rent Obligations Beyond 60-Day Statutory Period

In In re CEC Entertainment, Inc., et al., 20-33163, 2020 WL 7356380 (Bankr. S.D. Tex. Dec. 14, 2020), the Bankruptcy Court for the Southern District of Texas held that the Bankruptcy Code does not permit the court to alter a…more

Abatement, Bankruptcy Code, Bankruptcy Court, Commercial Bankruptcy, Commercial Leases

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SEC Adopts Significant Cybersecurity Amendments to Regulation S-P

On May 16, 2024, the Securities and Exchange Commission (SEC) adopted final amendments to Regulation S-P, one year after issuing the proposed amendments (discussed here). Regulation S-P is a set of privacy rules that govern how…more

Broker-Dealer, Cybersecurity, Popular, Regulation S-P, Securities and Exchange Commission (SEC)

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NYC CPC Certifies Zoning for Coastal Flood Resiliency Proposal for Public Review

On Oct. 19, 2020, the City Planning Commission certified for public review a proposed citywide text amendment known as Zoning for Coastal Flood Resiliency (ZCFR). The proposal seeks to update and make permanent those zoning…more

Construction Project, Flooding, Hurricane Sandy, Municipalities, Real Estate Development

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[Webinar] Advertising Litigation Quarterly Highlights - October 12th, 12:30 pm - 1:30 pm EST

Join us for our Advertising Litigation Quarterly Highlights webinar series. Our Editorial Team will conduct a deep dive on key decisions of interest covered in our recent Advertising Litigation Reports…more

Advertising, Continuing Legal Education, False Advertising, Marketing, Webinars

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Supreme Court Resolves Circuit Split and Holds ‘Pure Omissions’ Outside Reach of Section 10(b) Liability

On April 12, a unanimous Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners, L.P. that material omissions are actionable under Section 10(b) of the Exchange Act and its enabling SEC Rule 10b-5 only if the…more

Disclosure Requirements, Failure To Disclose, Macquarie Infrastructure Corp v Moab Partners LP, Omissions, Rule 10(b)

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The Ocean Shipping Antitrust Enforcement Act and Antitrust Scrutiny of Ocean Common Carriers

On Feb. 28, Rep. Jim Costa (D-Calif.) introduced proposed legislation[1] titled the Ocean Shipping Antitrust Enforcement Act (the Act), which would repeal 46 U.S.C. § 40307,[2] a statute conferring certain antitrust exemptions…more

Antitrust Investigations, Antitrust Provisions, Competition, Department of Justice (DOJ), Maritime Transport

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SEC Adopts T+1 Settlement Cycle

On Feb. 15, the Securities and Exchange Commission (SEC) adopted final rule amendments to Exchange Act Rule 15c6-1 to shorten the standard settlement cycle for most securities transactions from two business days after trade date…more

Broker-Dealer, Capital Markets, Final Rules, Securities and Exchange Commission (SEC), Securities Exchange Act

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SEC and FinCEN Propose Rule Requiring Investment Advisers to Enact Customer Identification Programs

On May 13, 2024, the Securities and Exchange Commission (SEC) and the Financial Crimes Enforcement Network (FinCEN) of the U.S. Treasury Department announced a joint notice of proposed rulemaking that would require investment…more

AML/CFT, Comment Period, FinCEN, Form ADV, Proposed Rules

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SEC Proposes Data Breach Notification and Incident Response Requirements

On March 15, 2023, the Securities and Exchange Commission (SEC) proposed three rule changes that demonstrate its continued focus on cybersecurity. One of these proposals, and the only one to be unanimously approved (the…more

Broker-Dealer, Cybersecurity, Data Breach, Data Protection, Incident Response Plans

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Beneficial Owners

Changes to the rules regarding beneficial owners have recently been published and may require a first deposit or an update on your part..…more

AML/CFT, Beneficial Owner, Corporate Governance, Registration Requirement

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Drafting Effective RWI Coverage Exclusions

Coverage exclusions are a key risk management tool for transactional liability insurers. But they can also be traps for the unwary. In the event of a claims dispute, the insurer will likely bear the burden of proving that an…more

Commercial Insurance Policies, Contract Negotiations, Purchase Agreement, Representations and Warranties, Representations and Warranties Insurance

See all updates »

Land Use Issues Addressed at Kramer Levin Seminar

Kramer Levin recently hosted a seminar titled “Emerging Issues in Land Use: The Year in Review and What’s Ahead,” where experts discussed New York City planning initiatives and land use trends. Among the speakers were Jessica…more

City Planning Departments, Land Developers, Land Use Restrictions, Real Estate Development, State and Local Government

See all updates »

Certain Considerations Associated with a Limited Partner Default in a Private Equity Fund

Many public and private market participants predict the economic effects of the COVID-19 crisis will be long term and widespread. In this regard, given that many health experts are expecting we may soon encounter a second wave…more

Limited Partnerships, Market Participants, Private Equity Funds

See all updates »

In Decision With Important Tax and Bankruptcy Implications, Supreme Court Rejects Application of So-Called 'Bob Richards Rule'

In its recent decision in Rodriguez v. Federal Deposit Insurance Corp., No. 18–1269 (Sup. Ct. Feb. 25, 2020), the Supreme Court held that federal courts may not apply the federal common law “Bob Richards Rule” to determine who…more

Affiliated-Business Arrangements, Appeals, Bob Richards Rule, Commercial Bankruptcy, Consolidated Tax Returns

See all updates »

Banking, Finance and Insurance Letter — Novembre/Décembre 2019

Challenge of the guidelines of the European Banking Authority and notice of compliance by the Prudential Supervisory and Resolution Authority (ACPR) In its notice of September 8, 2017, the ACPR stated that it complies with the…more

Annual Percentage Rate (APR), Anti-Competitive, Borrowers, Central Counterparties, Consumer Financial Products

See all updates »

[Webinar] Advertising Litigation Quarterly Highlights - October 12th, 12:30 pm - 1:30 pm EST

Join us for our Advertising Litigation Quarterly Highlights webinar series. Our Editorial Team will conduct a deep dive on key decisions of interest covered in our recent Advertising Litigation Reports…more

Advertising, Continuing Legal Education, False Advertising, Marketing, Webinars

See all updates »

State Budget Approves Elimination of 12 FAR Cap in New York City

The New York State FY 2025 budget legislation enacted on April 20th included an important and long-awaited housing reform for New York City: elimination of the “12 FAR” cap for residential buildings. City officials and housing…more

City Planning Departments, Land Developers, Urban Planning & Development, Zoning Laws

See all updates »

New York’s LLC Transparency Act Has Been Amended

A new statute in New York, entitled the LLC Transparency Act (the NY LLCTA), originally signed into law by Gov. Kathy Hochul on Dec. 23, 2023, was amended on March 1, 2024. As noted in our previous client alert discussing the NY…more

Limited Liability Company (LLC), New York, State and Local Government, Transparency

See all updates »

US Senate Holds Hearing on Bipartisan AI Framework and Conducts First AI Insight Forum

As various foreign jurisdictions pursue legislation to address recent developments in artificial intelligence (AI), the U.S. Senate has followed suit in at least two developments this month. On Sept. 12, the Subcommittee on…more

Artificial Intelligence, Facial Recognition Technology, Machine Learning, Transparency

See all updates »

Bronx Metro-North Station Area Rezoning Enters Public Review

On Jan. 22, 2024, the City Planning Commission commenced the public review process for land use actions surrounding two planned Metro-North Railroad stations in the Parkchester/Van Nest and Morris Park neighborhoods of the East…more

City Planning Departments, Local Ordinance, Urban Planning & Development, Zoning Laws

See all updates »

SEC Proposes To Enhance Disclosures by Certain Funds and Advisers Regarding ESG Investment Practices

On May 25, 2022, the U.S. Securities and Exchange Commission (SEC) proposed amendments to rules and reporting forms seeking to promote consistent, comparable and reliable information for investors concerning funds’ and advisers’…more

Climate Change, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG), Greenhouse Gas Emissions

See all updates »

SEC Issues Final Climate Disclosure Rules: Rule’s Future Subject to Challenge

After a 3-2 vote on March 6, 2024, the Securities and Exchange Commission (SEC) adopted final rules for public companies requiring disclosure of climate risk and greenhouse gas emissions. Although scaled back substantially from…more

Climate Change, Corporate Governance, Disclosure Requirements, Regulation S-K, Regulation S-X

See all updates »

City of Yes for Economic Opportunity

On Monday, Oct. 30, the City Planning Commission (CPC) referred out for public review the proposed zoning text amendment known as “City of Yes for Economic Opportunity.” The proposal — the second in the administration’s…more

City Planning Departments, Urban Planning & Development, Zoning Laws

See all updates »

Diversity in the Boardroom: Full Fifth Circuit Plans to Rehear Challenge to the SEC Approval of Nasdaq Board Diversity Rules

The Fifth Circuit has vacated the opinion we discussed in our Oct. 30, 2023, client alert Diversity in the Boardroom: Fifth Circuit Rejects Challenge to the SEC Nasdaq Board Diversity Rules; En Banc Petition Quickly Filed and…more

Board of Directors, Corporate Governance, Diversity, Nasdaq, Securities and Exchange Commission (SEC)

See all updates »

The End of LIBOR

On March 5, 2021, the ICE Benchmark Administration (IBA), UK Financial Conduct Authority (FCA) and International Swaps and Derivatives Association (ISDA) made important announcements regarding the timelines of the cessations of…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Financial Conduct Authority (FCA), Financial Institutions, Interest Rates

See all updates »

AI Regulatory Update

Keeping abreast of the latest artificial intelligence (AI) developments in this rapidly changing area of law is critical. This newsletter highlights recent updates in AI regulation, covering major AI developments in the United…more

Algorithms, Artificial Intelligence, Innovative Technology, Machine Learning, Technology Sector

See all updates »

States Take Varying Approaches to AI Regulation

Since the rise of ChatGPT in late 2022, state lawmakers have tried various strategies to regulate artificial intelligence (AI), with mixed outcomes. At least 25 states, Puerto Rico and the District of Columbia introduced AI…more

Algorithms, Artificial Intelligence, Corporate Counsel, Innovative Technology, Machine Learning

See all updates »

Land Use Issues Addressed at Kramer Levin Seminar

Kramer Levin recently hosted a seminar titled “Emerging Issues in Land Use: The Year in Review and What’s Ahead,” where experts discussed New York City planning initiatives and land use trends. Among the speakers were Jessica…more

City Planning Departments, Land Developers, Land Use Restrictions, Real Estate Development, State and Local Government

See all updates »

Nuovi obblighi per le aziende con più di 11 dipendenti in Francia : l’elezione del CSE, istanza di rappresentanza del personale

Entro il 1° gennaio 2020, tutte le imprese aventi più di 11 dipendenti in Francia devono aver eletto il proprio “Comité social et économique” cd. CSE…more

Employer Liability Issues, France, International Labor Laws

See all updates »

President Biden Issues Executive Order Framing His Administration’s Approach to Regulating Digital Assets

On Wednesday, March 9, 2022, President Biden issued a long-awaited Executive Order, Ensuring Responsible Development of Digital Assets, that outlined a whole-of-government approach to regulating digital assets..…more

Biden Administration, Central Bank Digital Currency (CBDCs), Cryptocurrency, Digital Assets, Financial Crimes

See all updates »

Upcoming Changes to Kramer Levin’s Immigration Tracker System and Results of the FY25 H-1B Lottery

Updates to Kramer Levin’s Immigration Tracker System Two-Factor Authentication for Tracker Beginning on Monday, May 20, 2024, Tracker will require “two-factor authentication” in order to access our immigration system. We are…more

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

See all updates »

EU Foreign Subsidies Regulation: What Impacts Will It Have on Future Mergers?

As of July 12, 2023, the Regulation (EU) 2022/2560 of Dec. 14, 2022, on foreign subsidies — the foreign subsidies regulation, or FSR — will allow the European Commission to investigate, analyze and remedy distortions that have…more

EU, European Commission, Foreign Subsidies, Mergers

See all updates »

COVID-19 Update: NYS Department of Law Modifies Submission Requirements for Condo and Co-op Offering Plans and Amendments

On March 25, the State of New York Department of Law (DOL) issued a policy memorandum temporarily modifying certain submission requirements for condominium and cooperative offering plans and amendments thereto…more

Condominiums, Coronavirus/COVID-19, Regulatory Requirements, Relief Measures

See all updates »

New State and City Efforts To Encourage Housing Development

On April 23, 2024, the New York State Legislature passed a number of significant measures intended to increase housing production, particularly in New York City. The new measures, which are discussed below, include a new tax…more

Housing Developers, New York, Real Estate Development, State Legislatures, Urban Planning & Development

See all updates »

Court Dismisses Stockholder Suit Against Meta: Affirms a Firm-Specific Model of Corporate Management

On April 30, 2024, the Delaware Court of Chancery dismissed a stockholder lawsuit against social media giant Meta Platforms, Inc., its board of directors and company founder, Mark Zuckerberg. The decision rejected novel claims…more

Board of Directors, Breach of Duty, Fiduciary Duty, Investors, Shareholders

See all updates »

Offensive Employee Outbursts Are Not Protected Activity Under the NLRA

A recent decision by the National Labor Relations Board (NLRB or Board) has modified the standard for determining whether employees have been lawfully disciplined or discharged after making abusive or offensive statements during…more

Employer Liability Issues, Employment Policies, General Motors, NLRA, NLRB

See all updates »

ESG's Impact on M&A

Environment, social and governance (ESG) or “sustainability” factors are criteria that are used to measure a company in a way that is not typically included in the company’s financial statements. For example, ESG can include…more

Acquisitions, Climate Change, Corporate Governance, Environmental Social & Governance (ESG), Mergers

See all updates »

Trump Administration Proposes Rule to Thwart Resurrection of Leveraged Lending Guidance

On Nov. 5, the federal banking regulatory agencies (the Agencies) gave notice of a proposed rule (the Proposed Rule) that would elevate to the status of a formal rule and enhance the Agencies’ current policy of not issuing…more

Biden Administration, Financial Regulatory Reform, Leveraged Lending, Rulemaking Process, Trump Administration

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Kirschner v. JPMorgan Chase: What It Means for Syndicated Loans and Its Implications for the Secondary Trading Market

On May 22, Judge Paul Gardephe of the U.S. District Court for the Southern District of New York granted a motion to dismiss in Kirschner v. JPMorgan Chase Bank, N.A., a case that, among other things, considered whether the…more

JPMorgan Chase, Popular, Secondary Markets, Securities Regulation, Syndicated Loans

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Update on New York City Local Law 97: Proposed Rules Provide Building Owners a Small Break

In 2019, the New York City (NYC) Council enacted Local Law 97 (LL97) in an effort to reduce greenhouse gas (GHG) emissions to net zero by 2050 from the sector of the NYC economy that emits the most GHGs — buildings. As…more

Carbon Emissions, Climate Change, Greenhouse Gas Emissions, Proposed Rules

See all updates »

Implications for Benefit Plans of the End of the COVID-19 National Emergency and Public Health Emergency

On Monday, April 10, President Biden signed a congressional resolution immediately ending the COVID-19 National Emergency and he had previously announced that the COVID-19 Public Health Emergency (PHE) will expire on May 11. The…more

CARES Act, COBRA, Coronavirus/COVID-19, Department of Labor (DOL), Employee Benefits

See all updates »

Delaware Bankruptcy Judge Rejects 'Consensual' Releases in Emerge Energy Chapter 11 Plan

The Honorable Karen B. Owens, sworn in as a Delaware Bankruptcy Judge on June 17, 2019, recently ruled that the third-party releases contained in Emerge Energy Services LP’s Chapter 11 plan were not consensually granted, given…more

Bankruptcy Court, Bankruptcy Plans, Chapter 11, Commercial Bankruptcy, Consent

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Second Circuit Addresses Disgorgement of Short-Swing Profits by Hedge Funds and Their Investment Advisers

On November 23, 2020, the Second Circuit Court of Appeals issued an opinion by Judge Jon O. Newman in Packer v. Raging Capital Management, reversing a magistrate judge’s summary judgment order that had found Raging Capital…more

16(b), Beneficial Owner, Disgorgement, Enforcement Actions, Hedge Funds

See all updates »

SEC Proposes New Rules for SPAC IPOs and SPAC Business Combinations

On March 30, 2022, the Securities and Exchange Commission (SEC) published a proposal for new rules and amendments under the Securities Act of 1933 and the Securities Exchange Act of 1934 governing initial public offerings (IPOs)…more

Capital Markets, Comment Period, Initial Public Offering (IPO), Proposed Rules, PSLRA

See all updates »

President Biden Issues Executive Order Framing His Administration’s Approach to Regulating Digital Assets

On Wednesday, March 9, 2022, President Biden issued a long-awaited Executive Order, Ensuring Responsible Development of Digital Assets, that outlined a whole-of-government approach to regulating digital assets..…more

Biden Administration, Central Bank Digital Currency (CBDCs), Cryptocurrency, Digital Assets, Financial Crimes

See all updates »

HControl Holdings v. Antin Infrastructure Partners: Terminating a Merger Agreement for Immaterial Breach (and Other Holdings)

A recent posttrial decision from Delaware regarding an alleged breach of a capitalization representation in a merger agreement is noteworthy. The decision establishes that a party is within its rights to back out of a deal even…more

Breach of Contract, Capitalization, Commercial Contracts, Contract Disputes, Contract Termination

See all updates »

COVID-19 Policies From The Courts, ADR Forums And Regulators

Below is a list of resources detailing responses to the coronavirus disease (COVID-19) by New York state and New York federal courts, alternative dispute resolution forums, and certain regulators. We will update these materials…more

Coronavirus/COVID-19, Courthouses, Crisis Management, Judicial Proceedings, Pending Legislation

See all updates »

Voluntary Disclosure Program Announced for Pandemic-Related Employee Retention Credits

On Dec. 21, 2023, the IRS announced the Employee Retention Credit Voluntary Disclosure Program (ERC-VDP), which helps eligible taxpayers pay back the money they had received for erroneously filed Employee Retention Credit (ERC)…more

Criminal Investigations, Eligibility, Employee Retention, IRS, Tax Credits

See all updates »

SEC Adopts Significant Cybersecurity Amendments to Regulation S-P

On May 16, 2024, the Securities and Exchange Commission (SEC) adopted final amendments to Regulation S-P, one year after issuing the proposed amendments (discussed here). Regulation S-P is a set of privacy rules that govern how…more

Broker-Dealer, Cybersecurity, Popular, Regulation S-P, Securities and Exchange Commission (SEC)

See all updates »

New York State Department of Financial Services To Amend Cybersecurity Regulations for Financial Services Companies

The New York State Department of Financial Services (NYDFS) has published proposed amendments to its Cybersecurity Requirements for Financial Services Companies (amendments). The amendments to the agency’s cybersecurity…more

Cybersecurity, Financial Institutions, Financial Services Industry, NYDFS, Proposed Amendments

See all updates »

DC District Court Provides Guidance as to the Meaning of ‘Protein’ Under the BPCIA

In December 2020, the U.S. District Court for the District of Columbia issued a decision in Teva v. FDA, reviewing FDA’s definition of “protein” in connection with the agency’s determination that Teva’s Copaxone®, a medication…more

Biologics, Biosimilars, BPCIA, Food and Drug Administration (FDA), Intellectual Property Protection

See all updates »

Law360: Supreme Court Amgen Ruling's Major Effect On Enablement

Eight months ago, the U.S. Supreme Court interpreted the enablement requirement in the May 18, 2023, Amgen Inc. v. Sanofi decision.[1] Although the court did not change the law, affirming the U.S. Court of Appeals for the…more

Amgen, Life Sciences, Patent Litigation, Patents, Pharmaceutical Industry

See all updates »

SEC Secures Jury Verdict in Shadow Insider Trading Trial

On April 5, 2024, a federal jury in San Francisco returned a verdict in favor of the Securities and Exchange Commission (SEC) in Securities and Exchange Commission v. Panuwat. The jury found that a corporate executive had…more

Insider Trading, Material Nonpublic Information, Popular, Rule 10b-5, Securities and Exchange Commission (SEC)

See all updates »

Kramer Levin Hosts Program of Real Estate Heavyweights To Discuss Challenges and Priorities for NYC Office-To-Residential Conversions

Kramer Levin convened a room of real estate heavy hitters for their “The Conversion of Office to Residential: Defining NYC’s Future” event at the Kramer Levin Multimedia Conference Center in NYC on April 9…more

Real Estate Development, Real Estate Market, Urban Planning & Development

See all updates »

New York Court of Appeals Distinguishes Marblegate, Holds Majority-Directed Strict Foreclosure Violates Indenture and Minority Noteholders’ Absolute Legal Right to Payment

On October 22, 2020, in a 4-3 opinion, the Court of Appeals for the State of New York held that the right of certain dissenting minority noteholders to sue for nonpayment following a default survived a strict foreclosure,…more

Appeals, Financial Instruments, Foreclosure, Noteholders, Reversal

See all updates »

SEC Adopts ‘Names Rule’ Changes

On Sept. 20, the Securities and Exchange Commission (SEC) adopted amendments to Rule 35d-1, more commonly known as the “Names Rule,” under the Investment Company Act of 1940 (Investment Company Act). These amendments are…more

Amended Rules, Disclosure Requirements, Investment Company Act of 1940, Securities and Exchange Commission (SEC)

See all updates »

SEC Adopts Significant Cybersecurity Amendments to Regulation S-P

On May 16, 2024, the Securities and Exchange Commission (SEC) adopted final amendments to Regulation S-P, one year after issuing the proposed amendments (discussed here). Regulation S-P is a set of privacy rules that govern how…more

Broker-Dealer, Cybersecurity, Popular, Regulation S-P, Securities and Exchange Commission (SEC)

See all updates »

The End of LIBOR

On March 5, 2021, the ICE Benchmark Administration (IBA), UK Financial Conduct Authority (FCA) and International Swaps and Derivatives Association (ISDA) made important announcements regarding the timelines of the cessations of…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Financial Conduct Authority (FCA), Financial Institutions, Interest Rates

See all updates »

Court Dismisses Stockholder Suit Against Meta: Affirms a Firm-Specific Model of Corporate Management

On April 30, 2024, the Delaware Court of Chancery dismissed a stockholder lawsuit against social media giant Meta Platforms, Inc., its board of directors and company founder, Mark Zuckerberg. The decision rejected novel claims…more

Board of Directors, Breach of Duty, Fiduciary Duty, Investors, Shareholders

See all updates »

Upcoming Changes to Kramer Levin’s Immigration Tracker System and Results of the FY25 H-1B Lottery

Updates to Kramer Levin’s Immigration Tracker System Two-Factor Authentication for Tracker Beginning on Monday, May 20, 2024, Tracker will require “two-factor authentication” in order to access our immigration system. We are…more

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

See all updates »

New York Court of Appeals Tightens Notice Requirements in RMBS Litigation

On March 17, 2022, the New York State Court of Appeals issued a significant decision affecting RMBS putback litigation governed by New York law. The decision, U.S. Bank National Association v. DLJ Mortgage Capital, 2022 WL…more

Mortgages, Notice Requirements, Representations and Warranties, Repurchases, RMBS

See all updates »

SEC Adopts Final Rules Regarding SPAC IPOs and SPAC Business Combinations

On Jan. 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that significantly expand disclosure and other requirements for initial public offerings (IPOs) by special purpose acquisition companies (SPACs)…more

Disclosure Requirements, Initial Public Offering (IPO), Investment Company Act of 1940, Investors, Securities and Exchange Commission (SEC)

See all updates »

Upcoming Changes to Kramer Levin’s Immigration Tracker System and Results of the FY25 H-1B Lottery

Updates to Kramer Levin’s Immigration Tracker System Two-Factor Authentication for Tracker Beginning on Monday, May 20, 2024, Tracker will require “two-factor authentication” in order to access our immigration system. We are…more

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

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:

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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:

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How is your information shared?

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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.

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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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