Morrison & Foerster LLP

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  • Antitrust & Trade Regulation
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1,000+ Attorneys

America Invents Act Updates Take Final Form

In a last-minute decision for the 112th Congress, the House of Representatives approved an America Invents Act (AIA) technical-revisions bill as amended by the Senate (H.R. 6621) on January 1, 2013. President Obama is expected…more

America Invents Act, Derivation Proceeding, First-to-Invent, Inter Partes Review (IPR) Proceeding, Patent Reform

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Important Changes to the IRS Determination Letter Program for Retirement Plans

The Internal Revenue Service (“IRS”) has modified procedures governing favorable determination letters for individually designed qualified retirement plans, including 401(k), profit sharing, defined benefit, and cash balance…more

401k, Benefit Plan Sponsors, Defined Benefit Plans, Determination Letter, Employer Identification Number (EIN)

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Q&A: The Economic Crime and Corporate Transparency Act

Headlines- • The Economic Crime and Corporate Transparency Act (the “Act”) is part of a wide legislative package to prevent abuse of UK corporate structures and tackle economic crime and received Royal Assent on 26 October…more

CEOs, Corporate Crimes, Corporate Transparency Act, Criminal Liability, Failure to Prevent

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U.S. vs European TLB – What Are The Key Differences For European Direct Lenders, And What Do (Or Should) Such Lenders Care About?

In recent years the European direct lending market has grown dramatically. That expansion can be attributed to a number of factors, including (i) a sizeable jump in the number of private equity firms with direct lending…more

Direct Lending, EU, Institutional Investors, Lenders

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Financial Services Report, Summer 2015

In This Issue: - Arbitration Report - Beltway Report - Bureau Report - Mobile & Emerging Payments Report - Mortgage & Fair Lending Report - Operations Report - Preemption Report - Privacy…more

Arbitration Agreements, CashCall, Consumer Bankruptcy, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB)

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MoFo IP Newsletter - August 2016

Supreme Court Abolished Federal Circuit's Test for Willfulness - On June 13, 2016, in Halo Electronics, Inc. v. Pulse Electronics, Inc., 579 U.S. ___ (2016), the Supreme Court unanimously abrogated the Federal Circuit’s…more

Abuse of Discretion, Appeals, Attorney's Fees, Authorship, Books

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Are You Covered? Warnings From Recent Face Mask Litigation

While the use of masks to combat the spread of COVID-19 has become a politicized issue in the United States, the scientific community largely agrees that wearing face coverings is one of the most effective ways to slow…more

Americans with Disabilities Act (ADA), Centers for Disease Control and Prevention (CDC), Coronavirus/COVID-19, Employer Liability Issues, Governor Newsom

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CMS Reveals New Details On Medicare Drug Price Negotiation Program

For the first time in history, the Centers for Medicare and Medicaid Services (CMS) will engage in price negotiations with drug manufacturers for a subset of high-cost, name-brand drugs covered by Medicare…more

Centers for Medicare & Medicaid Services (CMS), Drug Pricing, Excise Tax, Food and Drug Administration (FDA), Inflation Reduction Act (IRA)

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Last Week in the Federal Circuit (October 26-30): Another Texas Mandamus Grant

In what seems to be a pattern, the week before argument week was again light on output at the Federal Circuit. The Court issued just two opinions and two dispositive orders. Below we provide our usual weekly statistics and our…more

First-to-File, Inter Partes Review (IPR) Proceeding, Mandamus Petitions, Patent Infringement, Patent Litigation

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Proposed Changes in Penny Stock Delisting Rules: Proactive Steps Needed to Avoid Disruptions

On August 8, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) submitted a proposal to amend its rules regarding penny stocks (i.e., stocks trading below a $1.00 minimum bid price) to make it easier for Nasdaq to delist them. Penny…more

Capital Markets, China, Delisting, Nasdaq, Penny Stocks

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California Announces Intent to Criminally Prosecute Antitrust Violations

In the latest development signaling California’s increasing efforts to police antitrust violations, on March 6, 2024, Senior Assistant Attorney General Paula Blizzard announced that the California Office of the Attorney General…more

Antitrust Violations, California, Cartwright Act, Corporate Counsel, Criminal Conspiracy

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OFSI Issues Long-Awaited Guidance on Ownership and Control

The UK Office of Financial Sanctions Implementation (OFSI) has issued long-awaited further guidance on ownership and control of entities by sanctioned persons. The new guidance was issued in an updated version of OFSI’s…more

Anti-Money Laundering, Due Diligence, Enforcement, Good Faith, Guidance Update

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Quarterly Cartel Catch-Up: Recent Developments in Criminal Antitrust for Busy Corporate Counsel ‒ 2nd Quarter 2023

At this mid-point of 2023, and now several months on from the ABA’s Spring Antitrust conference, there have been several notable developments concerning cartel enforcement, as new leadership settles in at the U.S. Department of…more

Abuse of Dominance, Antitrust Provisions, Bid Rigging, Cartels, Collusion

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Consumer Products: The CPSC Files Suit Seeking Civil Penalties Against Michaels Stores for Failures of Reporting and Material Misrepresentation

Last week, the U.S. Department of Justice, on behalf of the United States Consumer Product Safety Commission (CPSC), filed suit against Michaels Stores, Inc. (“Michaels”) in the Northern District of Texas. United States of…more

Civil Monetary Penalty, Consumer Product Safety Commission (CPSC), Enforcement Actions, Investigations, Michaels

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Individual Liability: What’s Behind The Headlines?

It’s been open season on financial institutions since the 2008-2009 financial crisis (“Financial Crisis”). State and federal prosecutors and regulators are competing with each other for press coverage of their latest consent…more

Banking Crisis, Banking Sector, C-Suite Executives, Civil Monetary Penalty, Consent Order

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A Return To Normalcy? Check Your Local Rules – An Update On Mask Litigation And Guidelines

Nine months ago, we discussed several issues that had been raised by COVID-19 face mask-related litigation. Soon after, COVID-19 infection rates spiked to unprecedented levels. But with the emergency use authorization of three…more

Americans with Disabilities Act (ADA), Cal-OSHA, Centers for Disease Control and Prevention (CDC), Coronavirus/COVID-19, Emergency Use Authorization (EUA)

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California Law Requires Enhanced Fee Disclosure for Public Pension and Retirement Systems Investing in Private Funds

Assembly Bill 2833 passed by the California legislature and signed into law by Governor Jerry Brown went into effect January 1, 2017, as California Government Code Section 7514.7 (“Section 7514.7”). It received wide support in…more

Fee Disclosure, Investment Funds, Private Equity, Private Funds, Public Disclosure

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A New Year's Gift for Patent Applicants?

USPTO Clarifies Subject Matter Eligibility with New Guidance - The USPTO rang in the new year by releasing new Examiner Guidance that could potentially benefit patent applicants who have previously encountered difficulty…more

Abstract Ideas, Inventions, Life Sciences, Patent Applications, Patent-Eligible Subject Matter

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U.S. Court Overturns FCPA Convictions Of Former Power Company Executive And Sentences Him To 15 Months On Money Laundering Charges

On March 6, 2020, a Connecticut federal judge sentenced former power company executive Lawrence Hoskins to 15 months’ imprisonment on money laundering charges, following his acquittal by the court the previous week on foreign…more

Bribery, Corporate Counsel, Criminal Convictions, Criminal Prosecution, Foreign Corrupt Practices Act (FCPA)

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CARES Act Limits On Employee Compensation

The Coronavirus Aid, Relief, and Economic Security (CARES) Act, which was signed into law by President Trump today, provides emergency aid to businesses, families and individuals affected by the COVID-19 pandemic. Any…more

CARES Act, Coronavirus/COVID-19, Paycheck Protection Program (PPP), Relief Measures, SBA

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OFCCP Announces FY2019 Audits

On March 25, 2019, the Office of Federal Contract Compliance Programs (OFCCP) published the list of contractors that are scheduled to receive Corporate Scheduling Announcement Letters (CSALs). CSALs are courtesy letters OFCCP…more

Affirmative Action, Audits, CSALs, Federal Contractors, OFCCP

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Singapore International Commercial Court Approves First Cross-Border Pre-Packaged Scheme of Arrangement

Over the Summer, the Singapore International Commercial Court (“SICC”) issued a landmark decision in In Re No Va Land Investment Group Corp [2024] SGHC(I) 17, authored by International Judge (and MoFo alum) James Michael Peck…more

Arbitration, Corporate Restructuring, Cross-Border, Default, Economic Downturn

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ITC Issues Revised Rules For Section 337 Investigations

On May 8, 2018, the ITC published in the Federal Register (83 F.R. 21140) long-awaited revisions to its Rules governing Section 337 investigations. The ITC made several amendments to its Rules including (1) codifying the pilot…more

Administrative Law Judge (ALJ), Federal Rules of Civil Procedure, International Trade Commission (ITC), Notice of Proposed Rulemaking (NOPR), Section 337

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Companies House to impose new ID verification requirements

The Economic Crime and Corporate Transparency Act 2023 (“ECCTA”) introduces changes to UK company law to ensure accuracy of public information and reduce the possibility of fraud. Some of the key points are:..…more

Corporate Crimes, Corporate Transparency Act, Directors, Financial Crimes, Fraud

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The UK’s New Asset Holding Company Tax Regime – Might You Be Enticed to Be Offshore No More?

Introduction The UK’s new Qualifying Asset Holding Company Regime (the “QAHC Regime”) comes into effect on 1 April 2022. The main objective of the regime is to make the UK a more desirable jurisdiction from which funds (which…more

Corporate Counsel, Holding Companies, International Tax Issues, Investment Funds, Tax Planning

See all updates »

Strategic Competition Act: Creating More Tools To Counter China’s Expanding Influence

On April 8, 2021, the Senate Foreign Relations Committee Chairman, Senator Robert Menendez (D-New Jersey), and the Committee’s ranking member, Jim Risch (R-Idaho), introduced the Strategic Competition Act of 2021 (the “Act” or…more

CFIUS, China, Department of Education, Foreign Investment, Foreign Relations

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Bill Proposes 10 Additional Years for COVID-19 Inventions

A proposed bill offers a potential boon to patent owners. If passed, the “Facilitating Innovation to Fight Coronavirus Act” will add ten years to the patent term of eligible inventions. However, the bill will temporarily curtail…more

Coronavirus/COVID-19, Infectious Diseases, Innovative Technology, Life Sciences, Medical Devices

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Stick, Carrot, and Privilege: Parliament Passes Major Amendments to Japanese Anti-Monopoly Act

The Upper House (sangi-in) on June 19, 2019, finally passed the bill to make major amendments to the Anti-Monopoly Act (the “AMA”)–the Japanese antitrust law. Submitted to Parliament on March 12, 2019, the bill has now become…more

Anti-Monopoly, Antitrust Litigation, Japan, Japan Fair Trade Commission (JFTC)

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From Unlawful Search to Injunctive Relief

On Wednesday, January 16, 2019, federal Magistrate Judge Sallie Kim ordered the Rohnert Park police department to retrain its officers on the proper methods and laws regarding probation searches. This significant ruling stems…more

Injunctive Relief, Probation, Warrantless Searches

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New Plants, Old Frameworks: FDA’s 1992 Policy Applies to Foods Derived from Genome-Edited Plants

On February 22, 2024, FDA released a final guidance detailing how foods derived from genome-edited plants fall into FDA’s existing food safety framework and outlining two voluntary consultation processes for developers. The new…more

Biotechnology, CRISPR, Food and Drug Administration (FDA), Food Safety, Food Supply

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Electric Vehicle Risks: New Focus of Regulators

The use of electric vehicles (EVs) and micromobility devices (EMDs), e.g., electric scooters, electric bikes, and hoverboards, is on the rise and the accompanying potential risks of EVs and EMDs have become a new area of focus…more

Artificial Intelligence, Connected Cars, Consumer Product Safety Commission (CPSC), Cybersecurity, Department of Justice (DOJ)

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Customer Beware: UK Supreme Court Clarifies Banks’ Duties in respect of Fraudulent Payments

In the much-anticipated decision of Philipp v Barclays Bank UK PLC [2023] UKSC 25 (the “Decision”), the UK Supreme Court (the “Court”) rejected the contention that Barclays Bank UK Plc (the “Bank”) owed a duty to its customer to…more

Banking Sector, Banks, Barclays, Financial Institutions, Financial Services Industry

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European Digital Compliance: Key Digital Regulation & Compliance Developments - March 2023

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Advertising Standards Authority, Artificial Intelligence, Corporate Counsel, Corporate Taxes, Cyber Threats

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Last Week In The Federal Circuit (July 31 – August 4): Federal Circuit Reminds To Focus On The Claims

This week’s case of the (recent) week could serve as a crash course in several areas of patent law. It touches on Hatch-Waxman litigation and the Orange Book, claim construction, anticipation/obviousness, written description and…more

Claim Construction, Food and Drug Administration (FDA), Hatch-Waxman, Intellectual Property Protection, Inter Partes Review (IPR) Proceeding

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The Defend Trade Secrets Act: Some Practical Considerations

Today President Obama signed the Defend Trade Secrets Act (DTSA or the “Act”), which creates a new federal cause of action for trade secret misappropriation effective immediately. The DTSA establishes federal jurisdiction…more

Asset Seizure, Defend Trade Secrets Act (DTSA), Ex Parte, Misappropriation, Private Right of Action

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Singapore Announces Targeted Investment Review Regime

Singapore has joined the trend of countries exercising greater oversight over investments in domestic entities in strategically important sectors. The Significant Investments Review Act (the “Bill”), introduced on November 3,…more

CEOs, CFIUS, Divestment, Foreign Investment, Investment

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Recently in the Federal Circuit: The New Board Construction Conundrum

If you’ve ever wondered how they keep implanted medical devices from becoming dead weight when the batteries run out, this recent Federal Circuit decision addresses one solution—wireless charging through the skin! It also sheds…more

Claim Construction, Final Written Decisions, Inter Partes Review (IPR) Proceeding, Medical Devices, Patent Ownership

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Top Ten International Anti-Corruption Developments for June 2018

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Administrative Law Judge (ALJ), Anti-Corruption, Bribery, Corporate Counsel, Department of Justice (DOJ)

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Looking to Litigate in Secret? Fourth Circuit Creates Hurdles for Product Manufacturers

In April, the Fourth Circuit ruled in Company Doe v. Public Citizen that a manufacturer could not hide behind a veil of secrecy even after successfully enjoining the Consumer Product Safety Commission (CPSC) from publishing an…more

Consumer Product Safety Commission (CPSC), Consumer Product Safety Improvement Act (CPSIA), Manufacturers, Transparency

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Chevron Overruled, but PTAB Likely to Emerge Unscathed

Administrative agencies long enjoyed deference from the courts under Chevron U.S.A., Inc. v. Natural Resources Defense Council, Inc., 467 U.S. 837 (1984). Chevron required courts to give leeway to agencies interpreting ambiguous…more

America Invents Act, Broadest Reasonable Interpretation Standard, Chevron Deference, Corporate Counsel, Loper Bright Enterprises v Raimondo

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Preparing for Investment (and Success) as an Early-Stage Alternative Protein Business

Our last two alerts in this series covered key considerations for early-stage companies in the alternative protein industry and provided an overview of financing in the alternative protein industry. This alert follows those and…more

Agricultural Sector, Animal Food, Data Privacy, Due Diligence, Early Stage Companies

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European Digital Compliance: Key Digital Regulation & Compliance Developments - January 2023

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Compliance, Consumer Rights Directive, Content Marketing, Corporate Counsel, Cyber Incident Reporting

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IRS Rules That Impact Investment Fund Is Not Charitable Activity

Over the last decade, impact investing has become a significant focus of many nonprofits, just as it has captured the attention of investors who care about social benefit or environmental results as much as financial results…more

Internal Revenue Code (IRC), Investment Funds, IRS, Popular, Private Foundations

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Key Points from the CFIUS Annual Report for Calendar Year 2021

Last month, the Committee on Foreign Investment in the United States (CFIUS) released its Annual Report to Congress covering 2021. The key takeaway is that CFIUS is more active than ever, subjecting a record number of…more

CFIUS, China, Corporate Counsel, FIRRMA, Foreign Agents Registration Act (FARA)

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New Japanese Report Provides Guidance for Initial Coin Offerings

With over $12 billion raised via token offerings (also commonly referred to as cryptocurrency crowdfunding, initial coin offerings or “ICOs”) since 2014, and over 1,200 blockchain tokens (also commonly referred to as “digital…more

Blockchain, Cryptocurrency, Initial Coin Offering (ICOs), Japan, Token Sales

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Public Interest at the ITC

When weighing whether to issue its injunctive-type remedies—exclusion and cease-and-desist orders—the United States International Trade Commission (“Commission”) is not required to apply the eBay four-factor test used by…more

Cease and Desist Orders, eBay, Injunctive Relief, International Trade Commission (ITC), Public Interest

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European Digital Compliance: Key Digital Regulation & Compliance Developments - July 2024

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Artificial Intelligence, Compliance, Corporate Counsel, Court of Justice of the European Union (CJEU), Digital Communications

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Top 10 International Anti-Corruption Developments For October 2020

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Anti-Corruption, Brazil, Bribery, China, Coronavirus/COVID-19

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Buerkle Poised to Take Her Seat

On October 4, the U.S. Senate Committee on Commerce, Science, and Transportation approved Ann Marie Buerkle’s (R-NY) nomination to the position of Chair of the Consumer Product Safety Commission (CPSC) after a two-day hearing. …more

Confirmation Proceedings, Consumer Product Safety Commission (CPSC), Nominations, Trump Administration

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A Return To Normalcy? Check Your Local Rules – An Update On Mask Litigation And Guidelines

Nine months ago, we discussed several issues that had been raised by COVID-19 face mask-related litigation. Soon after, COVID-19 infection rates spiked to unprecedented levels. But with the emergency use authorization of three…more

Americans with Disabilities Act (ADA), Cal-OSHA, Centers for Disease Control and Prevention (CDC), Coronavirus/COVID-19, Emergency Use Authorization (EUA)

See all updates »

Preparing For PFAS Scrutiny: Part 2

PFAS — or per- and polyfluoroalkyl substances — have been detected just about everywhere, and may be inside virtually everyone you know. But not everyone has heard of them, and not everyone is prepared for their regulation. …more

CERCLA, Drinking Water, Environmental Protection Agency (EPA), OEHHA, PFAS

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California Supreme Court Clarifies Standards For B2B Non-Competition Agreements And Disputes In California

This week, on August 3, 2020, the California Supreme Court issued its opinion in Ixchel Pharma, LLC v. Biogen, Inc., which resolved two questions regarding the standards to be applied for non-competition agreements and disputes…more

B2B Organizations, Business Disputes, CA Supreme Court, Collaboration, Non-Compete Agreements

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Brief Overview of CARES Act Loan Programs

The Coronavirus Aid, Relief, and Economic Security Act (the “Cares Act”), establishes two loan programs intended to provide liquidity to businesses in the United States: (1) the Coronavirus Economic Stabilization Act of 2020…more

Affiliated-Business Arrangements, Business Interruption, CARES Act, Coronavirus/COVID-19, Economic Injury Disaster Loans

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This Week At The Ninth: Class Representatives and Overtime

This week, the Ninth Circuit considers the adequacy of a class representative and addresses the Fair Labor Standards Act’s overtime exceptions. KIM v. TINDER, INC. The Court holds that a named plaintiff bound by an arbitration…more

Arbitration, Class Certification, Class Representatives, Conflicts of Interest, Department of Labor (DOL)

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Fifth Circuit Court of Appeals Vacates U.S. SEC Share Repurchase Rule

On December 19, 2023, the Fifth Circuit Court of Appeals issued an opinion and judgment vacating (the “Judgment”) the U.S. Securities and Exchange Commission’s (SEC) Share Repurchase Disclosure Modernization rule (the…more

Administrative Procedure Act, Appellate Courts, Arbitrary and Capricious, Chamber of Commerce, Disclosure Requirements

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Up and Running – Treasury Publishes Final Rules for Outbound Investment Security Program

Following years of development, on October 28, 2024, the U.S. Department of the Treasury published a final rule establishing its outbound investment security program (Final Rule). The new regime prohibits certain outbound…more

Artificial Intelligence, China, Executive Authority, Final Rules, Foreign Investment

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Ninth Circuit Reverses Itself and Strikes Down California Law Targeting Mandatory Employment Arbitration Agreements

In a reversal of its prior ruling, the Ninth Circuit recently held that the Federal Arbitration Act (FAA) preempts California Assembly Bill 51 (AB 51), a 2019 measure that aimed to bar employers from entering into new…more

California, Federal Arbitration Act, FEHA, Labor Disputes, Mandatory Arbitration Clauses

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Arbitration Clauses and the Importance of Specifying the Law Which Governs the Arbitration Agreement: UniCredit Bank GmbH v. RusChemAlliance LLC [2024] EWCA Civ 64

The recent English Court of Appeal (CoA) decision in UniCredit v. RusChemAlliance has further highlighted the importance of specifying what law should govern an arbitration agreement, rather than an assumption that this would be…more

Arbitration, Arbitration Agreements, Commercial Litigation, International Arbitration, Mandatory Arbitration Clauses

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Newly Released SEC Statement Permits Closed-End Funds’ Reliance On Control Share Acquisition Statutes As Defensive Measure

On May 27, 2020, the staff of the SEC’s Division of Investment Management (the “Division”) issued a new statement (the “Staff Statement”) addressing the intersection between state control share acquisition statutes and the…more

Closed-End Funds, Controlling Stockholders, Fair Value Standard, Investment Adviser, Investment Management

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CARB Advanced Clean Fleets: High Priority Fleets Should Report by February 1

Next week marks the first compliance deadline for “high priority fleets” under California’s Advanced Clean Fleets (ACF) regulation. Under the rule, by February 1, 2024, companies that own or direct fleets of vehicles for their…more

California, CARB, Clean Air Act, Compliance, Construction Industry

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Legal Battles Continue Over Inflation Reduction Act’s Drug Price Negotiation Measures

In recent months, six different lawsuits have been filed challenging the Inflation Reduction Act (IRA)’s Drug Price Negotiation Program (the “Program”), with a flurry of activity likely in the coming months before the Program’s…more

Centers for Medicare & Medicaid Services (CMS), Department of Health and Human Services (HHS), Drug Pricing, Excise Tax, Fifth Amendment

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Window Widens For Completing Construction On Renewable Energy Projects

Good news came for renewable energy developers on June 29, 2021, when the IRS issued Notice 2021-41. The notice gives developers more time to finish projects and makes it easier to prove that they began construction on a project…more

Coronavirus/COVID-19, Energy Projects, Energy Sector, Investment Tax Credits, IRS

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California Appellate Court Requires Actual Viewing of Confidential Information in Data Breach Case Under the California Medical Information Act

In a case against Sutter Health involving records from a stolen office computer, the California Court of Appeal recently issued a decision limiting plaintiffs’ ability to state a claim and obtain statutory damages under the…more

Appeals, CMIA, Electronic Medical Records, Medical Records, Patient Confidentiality Breaches

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Key Highlights from California’s New Diversity Reporting Law

On October 8, 2023, California Governor Gavin Newsom signed into law Senate Bill 54[1] (the “Diversity Reporting Law”). The Diversity Reporting Law is intentionally broad in its scope and is intended to help highlight and…more

Advisors Act, California, Covered Entities, Diversity, Investors

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Taxpayers Achieve Administrative Procedure Act Victories

Two recent federal district court decisions evaluated whether the process historically utilized by the Department of Treasury and the Internal Revenue Service (“IRS”) to issue guidance satisfied the requirements of the…more

Administrative Procedure Act, Arbitrary and Capricious, Foreign Corporations, GILTI tax, Internal Revenue Code (IRC)

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New SEC Rules and Amendments Shorten the Standard Securities Transaction Settlement Cycle to T+1

On February 15, 2023, the U.S. Securities and Exchange Commission (SEC) adopted rules and amendments to shorten the standard settlement cycle for transactions in most securities from two business days after the trade date (T+2)…more

Broker-Dealer, Investment Adviser, Investment Advisers Act of 1940, Proposed Amendments, Registered Investment Advisors

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The UK’s New Asset Holding Company Tax Regime – Might You Be Enticed to Be Offshore No More?

Introduction The UK’s new Qualifying Asset Holding Company Regime (the “QAHC Regime”) comes into effect on 1 April 2022. The main objective of the regime is to make the UK a more desirable jurisdiction from which funds (which…more

Corporate Counsel, Holding Companies, International Tax Issues, Investment Funds, Tax Planning

See all updates »

When Your Life Sciences Are on the Line: Cybersecurity

Morrison Foerster Investigations + White Collar Defense partner Nate Mendell, former Acting U.S. Attorney for the District of Massachusetts, hosted the fifth episode of When Your Life Sciences Are on the Line, where leading…more

Corporate Governance, Cyber Incident Reporting, Cybersecurity, Disclosure Requirements, Life Sciences

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Seven IP Cases to Watch in Early 2017

SCA Hygiene AB v. First Quality Baby Products. LLC (Docket No. 15-927, S. Ct.) - In SCA Hygiene AB v. First Quality Baby Products LLC,the Supreme Court will consider “[w]hether and to what extent the defense of laches may…more

Copyright, First Amendment, Free Speech, Impression Products v Lexmark International, Inter Partes Review (IPR) Proceeding

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California Announces Intent to Criminally Prosecute Antitrust Violations

In the latest development signaling California’s increasing efforts to police antitrust violations, on March 6, 2024, Senior Assistant Attorney General Paula Blizzard announced that the California Office of the Attorney General…more

Antitrust Violations, California, Cartwright Act, Corporate Counsel, Criminal Conspiracy

See all updates »

A View of EB-5 Program Issues from a Top SEC Enforcement Official

As participation in the U.S. Citizen and Immigration Services (USCIS) Immigrant Investor Program or “EB-5 program” grows, regulatory interest is showing a commensurate uptick. On November 20, 2013, Associate Director Stephen…more

Compliance, EB-5, Enforcement, Enforcement Actions, Immigrants

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Cases to Watch: Gilead Life Sciences v. Superior Court - October 2024

The Supreme Court of California is gearing up to decide an important question for the future of product liability law: Do drug manufacturers have a duty to innovate? In other words, does a manufacturer of a non-defective drug…more

CA Supreme Court, Food and Drug Administration (FDA), Generic Drugs, Innovator Liability, Life Sciences

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Deputy Attorney General Lisa Monaco Announces DOJ’s Approach to AI

On February 14, 2024, Deputy Attorney General Lisa Monaco announced two important developments related to the advent of artificial intelligence (AI) as it relates to the work of the U.S. Department of Justice (DOJ). First,…more

Artificial Intelligence, Criminal Conspiracy, Department of Justice (DOJ), FBI, National Security

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House Tax Bill Would Fundamentally Change Executive Compensation and Employee Benefit Practices

On November 2, 2017, the House Ways and Means Committee unveiled the Tax Cuts and Jobs Act (the “Bill”), which, if enacted, could dramatically impact certain aspects of executive compensation and employee benefit issues. The…more

Deferred Compensation, Employee Benefits, Employee Retirement Income Security Act (ERISA), Executive Compensation, Performance Incentives

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Buying into Private Companies: 10 Points To Note For Secondary Share Acquisitions

Investments in private companies by way of share purchases from existing shareholders (secondary transactions) raise a unique set of complexities, which are often overlooked. Share issuances in company-led financing rounds…more

Acquisitions, Board of Directors, Contract Terms, Due Diligence, Fiduciary Duty

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Fünf wesentliche Änderungen für Unternehmen

Seit dem 20. Juli 2024 gilt das Gesetz über Musterverfahren in kapitalmarktrechtlichen Streitigkeiten (KapMuG) in seiner überarbeiteten Fassung. Mit der Neufassung dieses Spezialgesetzes für die gerichtliche kollektive…more

Capital Markets, Competition Act, Declaratory Relief, Discovery, EU

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Supreme Court Says “No” to “Litigation Tourism”

There has been a lot said already about the effect on product liability (especially drug) cases and “mass actions” as a result of the United States Supreme Court’s June 17, 2017 decision in Bristol-Myers Squibb Co. v. Superior…more

Bristol-Myers Squibb Co v Superior Court of California - San Francisco County, Class Action, Personal Jurisdiction, Pharmaceutical Industry, SCOTUS

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Top 10 International Anti-Corruption Developments for December 2022

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past month,…more

Anti-Bribery, Anti-Corruption, Brazil, Bribery, China

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Top 10 International Anti-Corruption Developments for January 2022

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption developments from the past month, with links to…more

Anti-Corruption, Bribery, Corporate Counsel, Corruption Perceptions Index, Department of Homeland Security (DHS)

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United States, European Union, United Kingdom, and Other Nations Impose Sanctions in Response to Russia’s Brutal Invasion of Ukraine

After less than a week of a full-scale war between Russia and Ukraine, the post-Cold War global architecture appears irrevocably shattered, as Western nations line up to offer support and military and economic aid to Ukraine and…more

Airspace, Asset Freeze, Economic Sanctions, EU, Export Administration Regulations (EAR)

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Payroll Tax Relief Provisions Of COVID-19 Legislation

In response to the coronavirus pandemic, Congress has passed legislation to encourage continued payment of wages and benefits by providing relief to employers in the form of payroll-related tax credits, loans, and tax-deferral…more

Coronavirus/COVID-19, Payroll Taxes, Relief Measures, Sick Leave, Tax Credits

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Are Your Customer Accounts in Order? SEC Announces Sweep of Broker-Dealers and Implementation of the Customer Protection Rule Initiative

On June 23, 2016, the Securities and Exchange Commission (the SEC) announced that it would begin a coordinated effort across divisions to identify potential violations by broker-dealers of Rule 15c3-3 (the “Rule”) under the…more

Broker-Dealer, Custody Rule, Customer Protection Rule, Enforcement Actions, Financial Industry Regulatory Authority (FINRA)

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A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs

In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend…more

Disclosure Requirements, Form 10-K, Form 8-K, GAAP, Initial Public Offering (IPO)

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Sciabacucchi – Delaware Supreme Court Approves Corporate Charter Provisions Requiring Section 11 Claims Be Brought In Federal Court

Over the past several years, companies conducting public offerings have increasingly been subject to parallel shareholder class actions under Section 11 of the Securities Act of 1933 brought in both federal and state courts. …more

Blue Apron, Cyan Inc v Beaver Cty Emps Ret Fund, Forum Selection, Public Offerings, Roku

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Co-Bidder Status in Tender Offers

The recent Allergan litigation in California District Court involved the allegation that Pershing Square Capital Management, LP (together with certain of its affiliates, “Pershing Square”) had violated the prohibition, under…more

Allergan Inc, Disclosure Requirements, Filing Requirements, Securities Exchange Act, Tender Offers

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DOD Dusts Off Other Transactions (OT) Regulations

On September 4, 2024, the U.S. Department of Defense (DoD) issued a proposed rule to update its longstanding but little-known regulations for prototype other transactions (OTs), including new sections that authorize follow-on…more

Contract Negotiations, Defense Contracts, Department of Defense (DOD), Federal Contractors, Federal Register

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Brexit: Governing Law Implications For Contracting Parties And Disputes - January 2019

The Brexit date of 29 March 2019 is fast approaching, and there is now a distinct possibility of the UK leaving the EU without agreed terms. Our MoFo Brexit Task Force is coordinating Brexit-related legal analysis across all of…more

Arbitration, EU, Member State, UK, UK Brexit

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A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs

In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend…more

Disclosure Requirements, Form 10-K, Form 8-K, GAAP, Initial Public Offering (IPO)

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ISS, Glass Lewis, And Now Nasdaq – Board Diversity Is Here

On December 1, 2020, the Nasdaq Stock Market LLC (“Nasdaq”) proposed to adopt listing rules related to board diversity after determining that the national market and the public interest would benefit from a regulatory framework…more

Directors, Diversity, Glass Lewis, Institutional Shareholder Services (ISS), Nasdaq

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U.S. Plant Variety Protection Office Invited Comments On UPOV Test Guidelines And Is Aligning Exhibit C Forms With UPOV

On April 3, 2023, the U.S. Plant Variety Protection Office (PVPO) held a preparatory session for the International Union for the Protection of New Varieties of Plants (UPOV) Technical Working Party for Vegetables (TWV) and…more

Agricultural Sector, Plant Protection Act, Plant Variety Protection Office (PVPO), USDA

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Top 10 International Anti-Corruption Developments For December 2020

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Anti-Corruption, Bribery, CFTC, Corporate Counsel, Deferred Prosecution Agreements

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Up and Running – Treasury Publishes Final Rules for Outbound Investment Security Program

Following years of development, on October 28, 2024, the U.S. Department of the Treasury published a final rule establishing its outbound investment security program (Final Rule). The new regime prohibits certain outbound…more

Artificial Intelligence, China, Executive Authority, Final Rules, Foreign Investment

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Top Ten International Anti-Corruption Developments for March 2018

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Anti-Corruption, Argentina, Bribery, Canada, China

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Top Ten International Anti-Corruption Developments for June 2017

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Anti-Corruption, Brazil, Bribery, China, Corporate Counsel

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Department Of Labor (“DOL”) Extends Comment Period Deadline For Proposed New Independent Contactor Test

Interested parties now have until December 13, 2022, to provide comments to the DOL’s proposed rule to codify a six-factor, economic reality test to determine who is an “independent contractor” under the Fair Labor Standards Act…more

ABC Test, Comment Period, Department of Labor (DOL), Employee Definition, Employer Liability Issues

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Socially Aware - Volume 6, Issue 2 - May 2015

In This Issue: - Court Protects Anonymity of Yelp Users - FTC Issues Landmark Report on Internet of Things - Who Will Update My Status When I’m Dead?: The Biggest Social Media Platforms’ Policies on…more

Anonymity, Copyright, Digital Assets, DMCA, Federal Trade Commission (FTC)

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ISDA Amendments to Master Agreement Relating to Default Notice Provision and Characterisation of Credit Support Annexes

As a response to member feedback relating to the COVID-19 pandemic and following a period of consultation with its members beginning in 2022, the International Swaps and Derivatives Association (ISDA) has published a number of…more

Commodities, Coronavirus/COVID-19, Credit Support Annex (CSA), Default, Derivatives

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Chancery Allows Limited Discovery In Books And Records Action To Test Stockholder’s Purpose

On July 24, 2020, the Court of Chancery in Delaware rejected defendant Centene Corporation’s broad document requests and third-party subpoenas issued as part of a stockholder action to inspect books and records, but allowed…more

Depositions, Discovery, Document Productions, Evidence, Fiduciary Duty

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Update Kapitalmarkt- und Gesellschaftsrecht: Das Zukunftsfinanzierungsgesetz

Mit dem Gesetz zur Finanzierung von zukunftssichernden Investitionen (Zukunftsfinanzierungsgesetz – ZuFinG) will die Bundesregierung den Finanzstandort Deutschland stärken und Start-ups, Wachstumsunternehmen sowie kleinen und…more

Capital Markets, Convertible Bonds, EU, European Commission, European Parliament

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Getting PE Deals In The UK Across The Line, Part 2: Alternative Approaches

A company that has rapidly reached exit stage may have received investment from a number of different sources and will often have a wide shareholder base comprising friends and family, management, ex‑management, VCs, and other…more

Minority Shareholders, Private Equity, Share Buybacks, Shareholders, Squeeze-Out Mergers

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MoFo Tax Talk - Volume 8, No. 4

IRS PROVIDES RICS ALTERNATIVES TO ACCOUNT FOR FOREIGN TAX REFUNDS - Generally, when a U.S. taxpayer pays foreign tax, the U.S. taxpayer is entitled to take a credit (a “Foreign Tax Credit”) against the taxpayer’s U.S. tax…more

Certiorari, ConAgra, Dividends, FIRPTA, Foreign Currency

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Employment Law Commentary -- Volume 26, Issue June 2014 -- Protecting Trade Secrets Globally: Comparing The U.S. And EU

International attention to misappropriation of trade secrets has never been at a higher level. In early May 2014, a U.S. federal grand jury indicted several Chinese military officials for allegedly misappropriating trade secrets…more

China, Defend Trade Secrets Act (DTSA), EU, Misappropriation, Trade Secrets

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Top 5 SEC Enforcement Developments for September 2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in house lawyers and compliance professionals. This month included the SEC’s fiscal year end and a large number of enforcement actions…more

Bribery, Cryptocurrency, Digital Media, Disclosure Requirements, Enforcement

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Courts Eliminate Rights and Immunities of Governments in PTAB

Recently, the Federal Circuit issued a series of decisions that address the rights and immunities that the federal and state government have when they become party to a post-grant proceeding before the Patent Trial and Appeal…more

Administrative Agencies, America Invents Act, Covered Business Method Proceedings, Government Entities, Intellectual Property Protection

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What the REIT?!

REITs have been rather quiet in the capital markets for some time now. Rising interest rates have made debt more expensive. Trading prices have reflected steep discounts to “net asset values”, or “NAVs”. But REITs, our favorite…more

FIRPTA, Inflation Reduction Act (IRA), Interest Rates, Investment Tax Credits, Real Estate Investments

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HKIAC’s Updated Administered Arbitration Rules Come into Effect on 1 June 2024

The Hong Kong International Arbitration Centre (HKIAC) has released updated administered arbitration rules that come into effect 1 June 2024. The updated 2024 Administered Arbitration Rules (the “2024 Rules”) are a much…more

Arbitral Authority, Arbitration, Arbitration Awards, Hong Kong, Hong Kong International Arbitration Centre (HKIAC)

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SEC Revises Guidance on Granting WKSI Waiver

On March 12, 2014, the SEC’s Division of Corporate Finance updated its guidance regarding requests for waivers by well-known seasoned issuers (“WKSIs”) that would otherwise become ineligible issuers under Rule 405 of the…more

Securities and Exchange Commission (SEC), Securities Exchange Act, Waivers, WKSIs

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Q1 MoFo Insights – U.S. Private Company Investment Impact (Part I)

As the coronavirus (COVID-19) outbreak continues to impact business, markets, and society at large, our attorneys who work with private equity (PE) clients in the U.S. have been having conversations with those clients about…more

CARES Act, Coronavirus/COVID-19, Federal Reserve, General Partnerships, Insolvency

See all updates »

USPTO Proposed Rulemaking Could Reshape Post-Grant Practice Under the AIA

On April 21, the U.S. Patent and Trademark Office (USPTO) published an Advanced Notice of Proposed Rulemaking (ANPRM), based on a Request for Comments (RFC) published in 2020. The ANPRM sets forth a series of proposed rule…more

Advanced Notice of Proposed Rulemaking (ANPRM), America Invents Act, Comment Period, Corporate Counsel, Inter Partes Review (IPR) Proceeding

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From Unlawful Search to Injunctive Relief

On Wednesday, January 16, 2019, federal Magistrate Judge Sallie Kim ordered the Rohnert Park police department to retrain its officers on the proper methods and laws regarding probation searches. This significant ruling stems…more

Injunctive Relief, Probation, Warrantless Searches

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USPTO Guidance: Artificial Intelligence Inventions That Solve A Technical Problem Eligible For Patenting

The U.S. Patent and Trademark Office (USPTO) has issued guidance regarding patent eligibility with respect to patenting artificial intelligence (AI) inventions. See an overview of the eligibility test applied by the USPTO. The…more

Artificial Intelligence, Corporate Counsel, Innovative Technology, Inventions, Inventors

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California Supreme Court Upholds Class Action Waivers in Arbitration Agreements, but Invalidates Waivers of Representative Actions under the California Private Attorneys General Act

On June 23, the California Supreme Court provided mixed blessings to California employers. In Iskanian v. CLS Transportation, No. S204032 (June 23, 2014), the Court upheld class action waivers in arbitration agreements,…more

Arbitration, Class Action, Class Action Arbitration Waivers, CLS Transportation, Employer Liability Issues

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European Digital Compliance: Key Digital Regulation & Compliance Developments - October 2024

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Artificial Intelligence, Competition, Consumer Rights Directive, Deep Fake, Digital Platforms

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Form PCT/IB/382: Legal Implications in Countries with Compulsory Licensing Rules

The World Intellectual Property Organization (WIPO) added a new feature in January 2012 in an effort to promote licensing. Patent Cooperation Treaty (PCT) applicants may submit form PCT/IB/382, which informs others that the…more

Licensing Rules, Patents, WIPO

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Microbes, Biotech Investigations, And Impacts: Midsummer Regulatory Updates From USDA-APHIS

After overhauling its biotechnology regulations for plants developed using genetic engineering, the United States Department of Agriculture’s Animal and Plant Health Inspection Service (USDA-APHIS) is again reevaluating its…more

APHIS, Biotechnology, Department of Justice (DOJ), Life Sciences, Plant Based Products

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Understanding the Standard of Care for Broker-Dealers and the Department of Labor’s Fiduciary Rule

Until recently, broker-dealers operating in the United States weren’t subject to a fiduciary standard when dealing with their retail clients. The passage of the Dodd-Frank Act in 2010 included a provision enabling the…more

Best Interest Contract Exemptions, Broker-Dealer, Department of Labor (DOL), Dodd-Frank, Fiduciary Rule

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California Supreme Court Opens the Door to Organic Mislabeling Claims

Last week, the California Supreme Court issued a long awaited ruling on organic labeling in Quesada v. Herb Thyme Farms, Inc., No. S216305, 2015 WL 7770635 (Cal. Dec. 3, 2015). At issue in Quesada was whether consumers may bring…more

CA Supreme Court, Consumer Fraud, Corporate Counsel, Food Labeling, Misrepresentation

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MoFoREAL Q2 2022

Welcome to the latest edition of MoFoReal, our newsletter highlighting recent activities of and other developments in MoFo’s European Real Estate team. In this edition, we consider the impact of the war in Ukraine on the…more

Foreign Entities, Foreign Investment, Investment Management, Price Inflation, Real Estate Investments

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June 2018 Bid Protest Roundup

This month’s roundup features one noteworthy decision from the Court of Federal Claims (COFC) regarding improper agency corrective action, and two decisions from the Government Accountability Office (GAO) concerning unequal…more

Bid Protests, COFC, Conflicts of Interest, Department of Justice (DOJ), Federal Acquisition Regulations (FAR)

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CFTC Finalizes Amendments to Exemptions for CPOs and CTAs under Rule 4.7

The Commodity Futures Trading Commission (CFTC) has adopted amendments to CFTC Rule 4.7, including adjustments to the portfolio requirement financial thresholds in the “qualified eligible person” definition and the introduction…more

CFTC, Commodity Pool, Commodity Trading Advisors (CTAs), Compliance, CPOs

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Cases to Watch: Gilead Life Sciences v. Superior Court - October 2024

The Supreme Court of California is gearing up to decide an important question for the future of product liability law: Do drug manufacturers have a duty to innovate? In other words, does a manufacturer of a non-defective drug…more

CA Supreme Court, Food and Drug Administration (FDA), Generic Drugs, Innovator Liability, Life Sciences

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Update to UK Green Finance Strategy

The UK government (the “Government”) has long spoken of its commitment to tackling greenwashing and creating the world’s first net-zero emissions financial centre. Read more about this in our client alert on the “Green Finance:…more

Disclosure Requirements, Financial Conduct Authority (FCA), Green Finance, Greenhouse Gas Emissions, Greenwashing

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Q1 MoFo Insights – U.S. Private Company Investment Impact (Part I)

As the coronavirus (COVID-19) outbreak continues to impact business, markets, and society at large, our attorneys who work with private equity (PE) clients in the U.S. have been having conversations with those clients about…more

CARES Act, Coronavirus/COVID-19, Federal Reserve, General Partnerships, Insolvency

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Airing Of Grievances: FAR Council Invites Novation Comments

Is it finally time to fix the outdated, incomplete, and often misunderstood novation regulations? Maybe. On April 5, 2024, the FAR Council released a Notice and Request for Comments requesting comments from federal contractors…more

Federal Acquisition Regulations (FAR), Federal Contractors, Name Changes, Novation

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Update to UK Green Finance Strategy

The UK government (the “Government”) has long spoken of its commitment to tackling greenwashing and creating the world’s first net-zero emissions financial centre. Read more about this in our client alert on the “Green Finance:…more

Disclosure Requirements, Financial Conduct Authority (FCA), Green Finance, Greenhouse Gas Emissions, Greenwashing

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SEC Staff Provides Guidance on Pay Versus Performance Disclosure

On February 10, 2023, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published new Regulation S-K Compliance and Disclosure Interpretations (C&DIs) regarding the pay…more

C&DIs, Corporate Governance, Disclosure Requirements, Pay-for-Performance, Principal Executive Office (PEO)

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A Glimmer Of Hope For Simplified Patenting Of Medical Diagnostics In The United States

Should the recent bill entitled the Patent Eligibility Restoration Act of 2023 (PERA) become law, it would override the existing jurisprudence and redefine which inventions are eligible for patenting under 35 U.S.C. § 101. By…more

CLS Bank v Alice Corp, Innovation, Inventions, Medical Devices, Patent-Eligible Subject Matter

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Structured Thoughts: News for the financial services community, Volume 6, Issue 6

U.S. Structured Warrant Programs: Introduction - U.S. and non-U.S. banks have offered structured warrants in the U.S. to address the needs of both institutional and high-net worth investors. This article will describe…more

Advertising, Banking Sector, Broker-Dealer, Cease and Desist, Cooperation

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BREAKING: Appellate Court Halts Trial on Coffee

On Friday, October 12, 2018, California’s Second Appellate District Court stayed the trial that was set to begin on Monday, October 15, 2018, in Los Angeles Superior Court, regarding whether cancer warnings are required for…more

Beverage Manufacturers, OEHHA, Proposition 65, Retailers, Starbucks

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Employers Get Temporary Relief From The California Warn Act

In response to the ongoing disruption caused by the growing coronavirus pandemic, California Governor Gavin Newsom issued Executive Order N-31-20 (the “Executive Order”) temporarily suspending the 60-day notice requirements and…more

Cal-WARN, Coronavirus/COVID-19, Executive Orders, Governor Newsom, Layoffs

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True Facts About False Claims: MoFo's FCA Newsletter - October 2024

Designed for busy in-house counsel and compliance professionals, this newsletter seeks to bring you up to speed on key federal and state False Claims Act (FCA) developments, with links to primary resources. Each quarter, we will…more

Cybersecurity, Defense Contracts, Denial of Certiorari, Department of Justice (DOJ), E-Rates

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Quarterly Cartel Catch-Up: Recent Developments in Criminal Antitrust for Busy Corporate Counsel - July 2019

Below, we summarize significant cartel enforcement developments from U.S. and other antitrust enforcers in recent months, including the significant change to longstanding policy by the Department of Justice (DOJ) Antitrust…more

Anti-Competitive, Antitrust Division, Antitrust Litigation, Bid Rigging, Cartels

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Global Developments in the Taxation and Reporting of Digital Assets

Just 10 years ago, only your millennial, techie cousin had ever heard of, let alone purchased, any cryptocurrency. Fast forward to 2021, and the volume of cryptocurrency transactions has grown to $15.8 trillion…more

Bitcoin, Blockchain, Common Reporting Standard (CRS), Cryptocurrency, Digital Assets

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Is Gorsuch A Positivist?

As President Trump applies his whack-a-mole, hammer-them-all-on-thehead theory of leadership, could a Justice Neil Gorsuch legal philosophy join opinions that would declare the president’s actions unconstitutional? It is a lot…more

Judicial Appointments, Neil Gorsuch, Nominations, SCOTUS, Trump Administration

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Up and Running – Treasury Publishes Final Rules for Outbound Investment Security Program

Following years of development, on October 28, 2024, the U.S. Department of the Treasury published a final rule establishing its outbound investment security program (Final Rule). The new regime prohibits certain outbound…more

Artificial Intelligence, China, Executive Authority, Final Rules, Foreign Investment

See all updates »

2023 M&A Annual Review

Our M&A team is honored to have represented clients in some of the most compelling transactions in 2023—from advising SoftBank on two acquisitions of public companies in the robotics space, to partnering with sustainable food…more

Aiding and Abetting, Antitrust Provisions, Artificial Intelligence, Economic Sanctions, Environmental Social & Governance (ESG)

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MOFO Partners With Oasis Legal Services To Support LGBTQ+ Asylum Seekers

Morrison Foerster is piloting a new project with our longtime pro bono partner, Oasis Legal Services, to draft declarations on behalf of LGBTQ+ asylum seekers. Over the past few years, the firm has collaborated with Oasis by…more

Asylum, Client Services, Immigrants, Legal Project Management, LGBTQ

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DOJ Proposes Rescheduling Marijuana

On May 16, 2024, the U.S. Department of Justice (DOJ) announced a plan to reschedule marijuana under the Controlled Substances Act (CSA) from a schedule I to a schedule III controlled substance. The Attorney General and the…more

Anti-Money Laundering, Banking Acts, Controlled Substances Act, DEA, Decriminalization of Marijuana

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A Structured Guide to Recent Case Law of the Court of Justice of the European Union on Supplementary Protection Certificates in Europe

In principle, patents confer protection for a maximum of 20 years. In Europe, however, the patent terms for pharmaceutical products that meet the conditions necessary for supplementary protection certificates (“SPC”) can be…more

Court of Justice of the European Union (CJEU), EU, European Court of Justice (ECJ), Life Sciences, Patents

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The EU Collective Redress Directive Is Coming To Town

After more than seven years, the EU Parliament formally endorsed the much-anticipated new directive on representative actions for the protection of the collective interests of consumers (the “Directive”). This was the final…more

Allocation of Funds, Collective Redress, Consumer Protection Laws, Corporate Counsel, Data Management

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Top 10 International Anti-Corruption Developments For March 2021

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Anti-Corruption, Audits, Brazil, Bribery, CFOs

See all updates »

The Impact Of COVID-19 In Latin America – Part 2

The COVID-19 pandemic arrived in Latin America during the midst of broad-ranging political and economic crises involving mounting debt burdens, social unrest, falling oil and commodity prices and currency devaluations. On…more

Argentina, Coronavirus/COVID-19, Ecuador, Financial Stimulus, Infectious Diseases

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Financing Options in the Alternative Protein Industry

This article is Part B of the fifth alert in our series of alerts focussed on the alternative protein industry. While Part A provided an overview of financing options in the industry, this Part B considers a variety of key…more

Bridge Loan, Convertible Notes, Funding, Loans, Popular

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Fifth Circuit Court of Appeals Vacates U.S. SEC Share Repurchase Rule

On December 19, 2023, the Fifth Circuit Court of Appeals issued an opinion and judgment vacating (the “Judgment”) the U.S. Securities and Exchange Commission’s (SEC) Share Repurchase Disclosure Modernization rule (the…more

Administrative Procedure Act, Appellate Courts, Arbitrary and Capricious, Chamber of Commerce, Disclosure Requirements

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New Regulations Rooted In Evidence: Looking Back On How EPA And USDA Updated Engineered Plant Regulations And Labeling In 2023

Alongside rapid advances in biotechnology that are improving fine-tuned genetic engineering in plants, regulation for such plants is also rapidly evolving, including several important updates in the past year…more

APHIS, Biotechnology, Environmental Protection Agency (EPA), FIFRA, Final Rules

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SXSW Retrospective: Exploring Rewards and Risks of Multimodal AI with MoFo and OpenAI

At the 2024 South by Southwest Conference (SXSW) in Austin, Texas, MoFo Partner Justin Haan and OpenAI’s General Counsel Che Chang hosted a fireside chat about legal issues related to the development of multimodal AI. Their…more

Artificial Intelligence, Deep Fake, Innovative Technology, Machine Learning, Technology

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Chevron Overruled and SEC Enforcement Cabined: Any Impact at the ITC?

For nearly 40 years, when a court found that a statute was ambiguous, it deferred to the reasonable interpretation of the federal agency administering the statute. This principle—known as Chevron deference, after the 1984…more

Administrative Procedure Act, Article III, Chevron Deference, Chevron v NRDC, Corporate Counsel

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Top 10 Anti-Corruption Developments for October 2023

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past month,…more

American Bar Association (ABA), Anti-Corruption, Bribery, Corporate Counsel, Corporate Transparency Act

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FDIC Bank Receivership Frequently Asked Questions - UPDATED 3/20/2023

UPDATE (3/20 PM): Developments Related to Flagstar Bank, SVBB, SVB Financial Group, Credit Suisse, and First Republic Bank- On March 19, 2023, the FDIC announced that the agency has entered into a purchase and assumption…more

Banks, Borrowers, Deposit Accounts, FDIC, Federal Reserve

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COVID-19 FAQs For Private Fund Managers And Investors

During these unprecedented times, we are addressing a variety of questions and issues from fund managers relating to their investment vehicles. In this FAQ, we have focused on questions from investment advisers with respect to…more

Capital Gains, Coronavirus/COVID-19, Employee Retirement Income Security Act (ERISA), Health and Safety, Investment Adviser

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Commerce Curbs Connected and Autonomous Vehicles with a Nexus to China or Russia

Continuing the Biden administration’s focus on securing the nation’s critical technologies, on September 23, 2024, the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) announced a Notice of Proposed Rulemaking…more

Advanced Notice of Proposed Rulemaking (ANPRM), Automated Systems, Automated Transportation, Autonomy, Bureau of Industry and Security (BIS)

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Recent Decisions Confirm That Forum Selection Bylaws Are Best Considered on a Clear Day - But May Be Beneficial Later as Well

“Exclusive forum” bylaws and charter provisions are a powerful tool for managing the risk of parallel corporate governance litigation against a company and its directors in multiple forums, allowing stockholders to bring such…more

Bylaws, Corporate Governance, Delaware General Corporation Law, Exclusive Forum, Forum Selection

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Ninth Circuit Provides Guidance On Pre-Certification Discovery

Earlier this year, the Ninth Circuit held that plaintiffs cannot avail themselves of liberal discovery rules in order to locate class representatives. The court found that Rule 26(b)(1) of the Federal Rules of Civil Procedure,…more

Class Action, Class Certification, Discovery, FRCP 26(b)(1)

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State + Local Tax Insights: Summer Issue 2019

CHALLENGES OF A MOBILE WORKFORCE - Gone are the days that employees worked from only one location from 9:00 a.m. to 5:00 p.m. With employees traveling throughout the U.S., and in many instances, having some employees…more

Gross Receipts Tax, Local Taxes, Payroll Taxes, Sales Tax, SCOTUS

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A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs

In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend…more

Disclosure Requirements, Form 10-K, Form 8-K, GAAP, Initial Public Offering (IPO)

See all updates »

Up and Running – Treasury Publishes Final Rules for Outbound Investment Security Program

Following years of development, on October 28, 2024, the U.S. Department of the Treasury published a final rule establishing its outbound investment security program (Final Rule). The new regime prohibits certain outbound…more

Artificial Intelligence, China, Executive Authority, Final Rules, Foreign Investment

See all updates »

AI Trends For 2024 - IRS Adopts AI-Powered Audit Selection Tools, Hires Technology-Focused Leadership

On December 13, 2023, the IRS revealed a revamped leadership structure, introducing Chief Information Officer and Chief Operating Officer positions to leverage technology more effectively. The move aligns with IRS Commissioner…more

Artificial Intelligence, Audits, IRS, Tax Evasion, Tax Fraud

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The Federal Reserve’s Proposed Rules for Financial Contracts of Global Systemically Important Banking Organizations and ISDA’s Resolution Stay Jurisdictional Modular Protocol

Last month the Board of Governors of the Federal Reserve System (the “Board”) issued proposed new rules (the “Proposed Rules”) intended to reduce the potential risks posed to the U.S. financial system by too-big-to-fail banks.1 …more

Banks, Basel Committee on Banking Supervision (BCBS), Cross-Border Transactions, Dodd-Frank, Federal Reserve

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FARA’s Big Finish

At the beginning of the year, we predicted that 2022 would be the next big year for the Department of Justice’s (DOJ) enforcement of the Foreign Agents Registration Act (FARA). And 2022 delivered, though not always in ways that…more

Department of Justice (DOJ), Foreign Agents, Foreign Agents Registration Act (FARA), Lobbying, Lobbying Disclosure Act

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New OFAC FAQs Clarifying And Broadening Sanctions On Chinese Military Companies

On December 28, 2020, the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) issued five new frequently asked questions (“FAQs”) that clarify the scope of Executive Order (“E.O.”) 13959, the basis for OFAC’s…more

American Depository Receipts (ADRs), Executive Orders, Global Depositary Receipts (GDRs), Office of Foreign Assets Control (OFAC), Pentagon

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President Trump Announces U.S. Government Pull Back on Paris Agreement While States, Cities, Businesses, and Investors Continue Push Forward

Last week, President Trump made a public decision to take action on the Paris Agreement on climate change. His remarks have no legal effect on their own and do not explain when or what legal action will be taken. As a result, no…more

Climate Change, Energy Policy, Paris Agreement, Renewable Energy, Solar Energy

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Significant Liberalization of Foreign Investment Rules in India

On June 20, 2016, the Indian government, in an effort to open up the Indian economy and bring in much-needed foreign capital, announced a radical liberalization of the foreign direct investment (FDI) rules by liberalizing…more

Aviation Industry, Broadcasting, Defense Sector, E-Commerce, Food Manufacturers

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Financial Services Report - Winter 2021

Welcome to the Financial Services Report, holiday style! Banks and non-banks alike started early this year with additions and changes to their regulator stockings. The Senate confirmed Rohit Chopra as the new CFPB Director…more

BSA/AML, Consumer Financial Protection Bureau (CFPB), Credit Cards, Credit Reports, Cryptocurrency

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Highlights on the Reality in the Middle Market Today

On May 7, 2024, Morrison Foerster’s New York City office co-hosted a Private Markets Pop-Up with Kayo Conference Series, an event that brought together professional women across the private credit and private equity markets for…more

Borrowers, Capital Markets, Debt Financing, Lending, Payment-In-Kind

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Appeals Court Again Upholds Section 230 Protections in Case Against Grindr

Often hailed as the law that gave us the modern Internet, Section 230 of the Communication Decency Act generally protects online platforms from liability for content posted by third parties. Many commentators, including us here…more

Communications Decency Act, Corporate Counsel, Internet, Safe Harbors, Section 230

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ISS, Glass Lewis, And Now Nasdaq – Board Diversity Is Here

On December 1, 2020, the Nasdaq Stock Market LLC (“Nasdaq”) proposed to adopt listing rules related to board diversity after determining that the national market and the public interest would benefit from a regulatory framework…more

Directors, Diversity, Glass Lewis, Institutional Shareholder Services (ISS), Nasdaq

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AI Patent Policy

On August 26, 2019, Laura Peter, the Deputy Under Secretary of Commerce for Intellectual Property and Deputy Director of the USPTO, posted an update on the USPTO’s efforts to promote and protect AI-technology innovations and…more

Artificial Intelligence, Patents, Robotics, Technology Sector, USPTO

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Theranos: The Limits of the “Fake It Till You Make It” Strategy

In the case that tested the limits of the “fake it till you make it” approach to a startup business, on January 3, 2022, a jury in the U.S. District Court for the Northern District of California convicted Elizabeth Holmes,…more

Blood Tests, Department of Defense (DOD), False Statements, Fraud, Healthcare

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New York State Passes Legislation To Extend Eviction And Foreclosure Relief For Small Business Commercial Properties

On March 9, 2021, New York Governor Andrew Cuomo signed into law the New York State COVID-19 Emergency Protect Our Small Businesses Act of 2021 (S471A/A3207) (the “Act”). After a full year of commercial tenants and commercial…more

Commercial Leases, Commercial Tenants, Coronavirus/COVID-19, Eviction, Executive Orders

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New Decisions Clarify Small Business Minority Shareholder Protections

One of the easiest small business affiliation rules to apply is that a person that owns “50 percent or more of a concern’s voting stock . . . controls or has the power to control the concern.” 13 C.F.R. § 121.103(c)(1). It is…more

SBA, Shareholder Rights, Shareholders, Small Business

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International Arbitration Update: Supreme Court Takes Opportunity to Revisit Circuit Split over Discovery in Aid of International Arbitration

On December 10, 2021, the United States Supreme Court granted certiorari in two cases—ZF Automotive US, Inc. v. Luxshare, Ltd., No. 21-401, and AlixPartners, LLP v. Fund for Prot. of Investors’ Rights in Foreign States, No…more

Certiorari, Discovery, Foreign Tribunals, International Arbitration, SCOTUS

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Quarterly Cartel Catch-Up: 2024 Mid-Year Global Review

At the mid-year point, 2024 is shaping up to be an eventful year in cartel enforcement. In the United States, the U.S. Department of Justice (DOJ)’s Antitrust Division (Division) enjoyed two significant victories and finally…more

Algorithms, Antitrust Division, Antitrust Violations, Artificial Intelligence, Bid Rigging

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Viewing Contract Performance During The New Crown Period From The Perspective Of Mainland China And Hong Kong Viewing Contract Performance During The New Crown Period From The Perspective Of Mainland China And Hong Kong Law

The outbreak of a new coronavirus has severely hampered business activities in mainland China and has had a ripple effect across Asia and elsewhere. As a result of the outbreak, companies in mainland China, Hong Kong, and other…more

China, Contract Terms, Force Majeure Clause, Infectious Diseases

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Quarterly Cartel Catch-Up: Recent Developments In Criminal Antitrust For Busy Corporate Counsel - 1st Quarter 2020

As the coronavirus disease (COVID-19) outbreak continues to unfold, entire governments, economies, businesses, and countries are being adversely affected. The World Health Organization reports that there are “still many unknowns…more

Coronavirus/COVID-19, Department of Justice (DOJ), Drug Pricing, EU, Pharmaceutical Industry

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Top 10 International Anti-Corruption Developments for April 2019

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Anti-Corruption, Attorney-Client Privilege, Bribery, Compliance, Corporate Counsel

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Senate Unanimously Passes Bill To Limit Patent Infringement Challenges By Drug Manufacturers

The Affordable Prescriptions for Patients Act (APPA) of 2023 unanimously passed the Senate on July 11, 2024. The APPA was first introduced to the House on January 30, 2023 by Representative John Cornyn (R-Tx), with the aim of…more

Biosimilars, Manufacturers, Patent Infringement, Patent Litigation, Patents

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Overcoming Bad Evidence: Lessons From Waymo V. Uber Trial

One piece of “bad” evidence (or evidence that simply looks bad) can sink a client at trial. How do you neutralize the evidence before the judge and keep the jury sympathetic to your client when there is evidence that, at first…more

Cross Examination, Defense Strategies, Discovery, Evidence, Former Employee

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Financial Services Report, Winter 2016

EDITOR’S NOTE - Hope you survived all of those awkward Thanksgiving holiday conversations— amazing how divided people are on whether the court got it right in the PHH case, isn’t it? So on we go into the holiday season,…more

Arbitration, Article III, Blockchain, CalOPPA, Consent Order

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The United States Imposes New Sanctions and Export Control Restrictions to Further Constrain Russia’s War Efforts, Including by Targeting Supply Chains and Expanding Secondary Sanctions Authorities

On June 12, 2024, the United States took several hard-hitting sanctions- and export control-related actions intended to intensify pressure on the Russian government and hamper Russia’s ability to continue to support its war in…more

Economic Sanctions, EU, Export Administration Regulations (EAR), Export Controls, Foreign Financial Institutions (FFI)

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A Glimmer Of Hope For Simplified Patenting Of Medical Diagnostics In The United States

Should the recent bill entitled the Patent Eligibility Restoration Act of 2023 (PERA) become law, it would override the existing jurisprudence and redefine which inventions are eligible for patenting under 35 U.S.C. § 101. By…more

CLS Bank v Alice Corp, Innovation, Inventions, Medical Devices, Patent-Eligible Subject Matter

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Quarterly Cartel Catch-Up: Recent Developments in Criminal Antitrust for Busy Corporate Counsel - Winter 2019

We summarize below some of the most significant cartel enforcement developments from U.S. and other antitrust enforcers, including policy shifts, investigations, case filings, and court rulings. This report summarizes…more

Antitrust Division, Bid Rigging, Cartels, Competition, Criminal Prosecution

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Hong Kong Capital Markets Quarterly News -- October 2013

In This Issue: New Sponsor Regime – Guidance Letters; Policy on Listing Overseas Companies; New Listing Decisions; New Guidance Letters; and Enforcement News Excerpt from New Sponsor Regime – Guidance Letters:…more

Enforcement, Hong Kong, Listing Standards, SFC, Stocks

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China’s Compliance Guidelines for Healthcare Companies Signal Areas of Future Enforcement

On October 11, 2024, China’s State Administration for Market Regulation (“SAMR”) issued the Draft Compliance Guidelines for Healthcare Companies to Prevent Commercial Bribery Risks (“Draft Guidelines”). These guidelines largely…more

Bribery, China, Compliance, Enforcement Actions, Health Care Providers

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M&A in 2023 and Trends for 2024

M&A activity in 2023 was subdued, as dealmakers grappled with geopolitical tensions, inflation, rising interest rates, and increasing regulatory scrutiny, against a backdrop of general economic uncertainty. Challenges in the…more

Antitrust Division, Artificial Intelligence, Big Tech, California Consumer Privacy Act (CCPA), CFIUS

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China’s Updated Company Law: Impacts on Shareholders’ Rights

China’s updated Company Law (the “new Law”) took effect on July 1, 2024. First promulgated on December 29, 1993, the PRC Company Law has undergone two substantial updates during its 30 years of development, the previous one…more

Articles of Association, Board of Directors, China, Corporate Governance, Foreign Investment

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Northern District Of California Holds That Section 230 Applies To App Store

While Section 230 of the Communications Decency Act continues to face significant calls for reform or even elimination, the recent Coffee v. Google case illustrates that Section 230 continues to provide broad protection to…more

Class Action, Communications Decency Act, Corporate Counsel, Google, Google Play Store

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The PTAB Axes Skin Treatment Patent Under Amgen

The Patent Trial and Appeal Board (“PTAB”) recently invalidated a University of Massachusetts (“UMass”) patent related to the treatment of the skin disease vitiligo in a post-grant review. (See Forte Biosciences Inc v…more

Amgen, Genus, Life Sciences, Method Claims, Patent Trial and Appeal Board

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China Pilots Relaxed Foreign Ownership Limits for Data Center and Other Value-Added Telecom Services

China’s telecommunications regulator, the Ministry of Industry and Information Technology (MIIT), has announced a pilot scheme that would allow foreign investors to establish wholly owned subsidiaries in Beijing, Shanghai,…more

CEPA, China, E-Commerce, Foreign Investment, Foreign Ownership

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SPC Issues Interpretation on Jurisdictional Issues Arising from CIETAC Split

In a welcome development, the PRC Supreme People’s Court (the “SPC”) issued on July 15, 2015 an interpretation addressing various jurisdictional issues arising from the decision in mid-2012 of the former CIETAC Shanghai and…more

Arbitration, Arbitration Agreements, China, CIETAC, Foreign Ownership

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CFTC Director of Enforcement Ian McGinley Announces Updates to Corporate and Individual Enforcement Polices

On October 17, 2023, during a speech at the Program on Corporate Compliance and Enforcement held at the New York University School of Law, the Commodity Futures Trading Commission (CFTC) Director of Enforcement, Ian McGinley,…more

CFTC, Corporate Misconduct, Corporate Monitoring, Department of Justice (DOJ), Ethics

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Birkenstock: Getting a Handle on Protecting Sandals

The German shoe brand Birkenstock is widely known for its sandals having a recognisable, anatomically shaped insole. Recently, the company’s sole pattern has been the subject of several trade mark decisions in the EU…more

EU, European Union Intellectual Property Office (EUIPO), Germany, Intellectual Property Protection, Trademarks

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Mexico’s Energy Regulatory Commission (CRE) and National Center for Energy Control (CENACE) Launch Call for Fourth Long-Term Renewable Energy Auction

On March 15, 2018, the CRE and CENACE launched the Fourth Long-Term Renewable Energy Auction. This will be the first long-term auction administered by the CRE, as the previous three auctions were administered by Mexico’s…more

Clean Energy, Energy Sector, Mexico, Renewable Energy

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Federally-Backed Debt Collection Exception Not The Supreme Court’s Cup Of T(CPA)

Barr v. Am. Ass’n of Political Consultants, Inc., 2020 WL 3633780, 591 U.S. __ (2020).[1] Earlier this month, the Supreme Court held, in a fractured decision yielding multiple concurring or dissenting opinions, that the 2015…more

Auto-Dialed Calls, Barr v American Association of Political Consultants Inc, Certiorari, Constitutional Challenges, Content-Based Restrictions

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The Rise of Recurring Revenue Loans in Europe

As growth stage companies rapidly expand there is frequently a need for additional funding to support continued growth notwithstanding that the business is not yet generating (or is only just generating) positive EBITDA…more

Acquisitions, Borrowers, EBITDA, EU, Loans

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Ninth Circuit Clarifies Summary Judgment Burden for SEC Penalties

On June 13, 2023, in SEC v. Husain, the U.S. Court of Appeals for the Ninth Circuit clarified the high burden that the SEC must carry before a court may grant the Commission a civil monetary penalty at the summary judgment…more

Appellate Courts, Corporate Counsel, Enforcement, Initial Public Offering (IPO), Securities Act of 1933

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Senate Unanimously Passes Bill To Limit Patent Infringement Challenges By Drug Manufacturers

The Affordable Prescriptions for Patients Act (APPA) of 2023 unanimously passed the Senate on July 11, 2024. The APPA was first introduced to the House on January 30, 2023 by Representative John Cornyn (R-Tx), with the aim of…more

Biosimilars, Manufacturers, Patent Infringement, Patent Litigation, Patents

See all updates »

Highlights on the Reality in the Middle Market Today

On May 7, 2024, Morrison Foerster’s New York City office co-hosted a Private Markets Pop-Up with Kayo Conference Series, an event that brought together professional women across the private credit and private equity markets for…more

Borrowers, Capital Markets, Debt Financing, Lending, Payment-In-Kind

See all updates »

International Arbitration Update: Supreme Court Takes Opportunity to Revisit Circuit Split over Discovery in Aid of International Arbitration

On December 10, 2021, the United States Supreme Court granted certiorari in two cases—ZF Automotive US, Inc. v. Luxshare, Ltd., No. 21-401, and AlixPartners, LLP v. Fund for Prot. of Investors’ Rights in Foreign States, No…more

Certiorari, Discovery, Foreign Tribunals, International Arbitration, SCOTUS

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Top 10 Considerations In Licensing Cleantech Innovations

Spurred by both planetary and economic needs, the industry commonly referred to as “cleantech”—short for “clean technology”—has been on the rise. Current estimates predict clean energy technologies could dominate oil and gas by…more

Bayh-Dole Act, Clean Tech, Critical Infrastructure Sectors, Emerging Technology Companies, Federal Funding

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Federal Circuit Agrees With The USPTO On Inventors: Only Human, After All

The Federal Circuit made headlines when it affirmed the U.S. District Court for the Eastern District of Virginia’s holding that an artificial intelligence (AI) cannot qualify as an “inventor” under the Patent Act – only (human)…more

Artificial Intelligence, Computer-Related Inventions, Intellectual Property Protection, Inventions, Inventors

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Top 5 SEC Developments (September 2023)

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources…more

CEOs, CFOs, Confidentiality Agreements, Enforcement Actions, Environmental Social & Governance (ESG)

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Federal Circuit Overrules Obviousness Test for Design Patents

In its first en banc patent decision since 2018, the Federal Circuit overruled the longstanding obviousness test for design patents under 35 U.S.C. 103. LKQ Corp. v. GM Global Tech. Operations LLC, No. 21‑2348 slip op. (Fed…more

Design Patent, En Banc Review, Graham Factors, Obviousness, Patent Applications

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MoFo European Funds Playlist – Summer is Coming

The MoFo European Private Funds Group knows you are busy, so we don’t waste your time. Below are the tracks we are listening to right now – and why they matter..…more

Department for Work and Pensions (DWP), EU, Financial Conduct Authority (FCA), Financial Services Industry, Private Funds

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Hong Kong SPAC Is Coming to Town

On September 17, 2021, the Stock Exchange of Hong Kong (“SEHK”) released the long-awaited consultation paper on Hong Kong Special Purpose Acquisition Companies (“SPAC”). After a short consultation period ending on October 31,…more

Hong Kong, PIPEs, Special Purpose Acquisition Companies (SPACs), Stock Exchange

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Legal Battles Continue Over Inflation Reduction Act’s Drug Price Negotiation Measures

In recent months, six different lawsuits have been filed challenging the Inflation Reduction Act (IRA)’s Drug Price Negotiation Program (the “Program”), with a flurry of activity likely in the coming months before the Program’s…more

Centers for Medicare & Medicaid Services (CMS), Department of Health and Human Services (HHS), Drug Pricing, Excise Tax, Fifth Amendment

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Try, Try Again

A recent defective pricing case, Alloy Surfaces Co., ASBCA No. 59625, 2020 WL 1896784, April 9, 2020, charmingly illustrates the Government’s doggedness in trying to reprice a contract using the Truth in Negotiations Act (TINA)…more

Business Litigation, Federal Acquisition Regulations (FAR), Federal Contractors, Military Contracts, Pricing

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Broker-Dealer Registration Issues Associated with Development Projects under the EB-5 Program

The EB-5 Immigrant Investor Program (the “EB-5 Program”) administered by the U.S. Citizenship and Immigration Service (USCIS) has been a significant source of capital for various real estate and other development projects…more

Broker-Dealer, Compliance, EB-5, Enforcement, Limited Partnerships

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Moforward 2020: Need-To-Know Regulatory and Legal Developments

BID PROTESTS, LATEST DEVELOPMENTS & TWISTS - Bid Protests: Agenda - 1. LOGCAP V and Task/Delivery Order Protest Jurisdiction 2. SpaceX and Other Transaction Authority Protest Jurisdiction 3. Potential Impact of New LPTA…more

Bid Protests, CFIUS, Cybersecurity, Data Breach, Data Rights

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UK Issues General Licence for Exports of Semiconductor and Other Emerging Technologies to Certain Countries

The UK government has issued an updated Open General Export Licence for the Export of Dual-Use items to EU Member States (which also previously covered exports to Iceland and the Channel Islands) (the “OGEL”) to allow export of…more

Emerging Technologies, Export Controls, General Licenses, Open General Export Licences (OGELs), Semiconductors

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CFPB Report on Online Short-Term Lending Finds Borrowers Face Hidden Costs

On Wednesday, April 20, 2016, the Consumer Financial Protection Bureau (“CFPB,” or “Bureau”) released a report, entitled “Online Payday Loan Payments” (“Report”), which examines short-term, small-dollar loans—or payday…more

Consumer Financial Protection Bureau (CFPB), Lenders, Online Payments, Payday Loans

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A UK Digital Pound – the UK Seeks Views on a Retail Model

On 7 February 2023, the Bank of England (“BofE”) and His Majesty’s Treasury (“HMT”) jointly published a consultation paper (the “Consultation Paper”) on the development of a UK central bank digital currency issued by the BofE…more

Bank of England, Central Bank Digital Currency (CBDCs), Digital Assets, European Central Bank, FinTech

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California Governor Signs Bill Limiting Cities and Counties Use of Sales/Use Tax Agreements

The governor of California has signed SB 533, which, beginning on January 1, 2016, further limits the power of a city or a county to enter into an agreement with a retailer that would result in the payment, transfer, diversion,…more

Governor Brown, Local Governance, Local Taxes, New Legislation, Rebates

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MoFo’s State + Local Government Enforcement Newsletter - October 2024

Morrison Foerster’s State and Local Government Task Force is pleased to provide our bimonthly newsletter summarizing some of the most important and interesting developments from State Attorneys General across the country and…more

Air Quality Standards, Artificial Intelligence, Cookies, E-Cigarettes, Environmental Protection Agency (EPA)

See all updates »

Highlights on the Reality in the Middle Market Today

On May 7, 2024, Morrison Foerster’s New York City office co-hosted a Private Markets Pop-Up with Kayo Conference Series, an event that brought together professional women across the private credit and private equity markets for…more

Borrowers, Capital Markets, Debt Financing, Lending, Payment-In-Kind

See all updates »

SEC Withdraws M&A Brokers No-Action Letter, Forcing Financial Advisers to Larger Private Companies to Register as Broker-Dealers

Nearly a decade ago, the SEC Staff issued a no-action letter that enabled investment bankers who limit their services to M&A transactions involving private companies to avoid broker-dealer registration with the SEC. The M&A…more

Broker-Dealer, Consolidated Appropriations Act (CAA), Financial Adviser, No-Action Letters, Registration Requirement

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COVID-19 Business Interruption Insurance Test Case: UK Supreme Court Promises Policyholders Pandemic Payday

The Financial Conduct Authority (“FCA”) has succeeded in its “leapfrog” appeal to the Supreme Court in its test case seeking urgent clarity as to the requirement of insurance companies to pay policyholders for business…more

Business Interruption, Business Losses, Coronavirus/COVID-19, Financial Conduct Authority (FCA), Hybrid Insurance Policies

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Employment Law Commentary - October 2014

California Legislative Update - Welcome back to our annual review of new laws that may impact California employers! This year’s highlights include California’s new paid sick leave law, additions to sexual harassment…more

Child Labor, Employer Liability Issues, FEHA, Independent Contractors, Joint Employers

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Skinny Labels Back In Focus After HHS Report On Addressing Drug Prices

Skinny labels are back in focus at the White House. On September 9, 2021, the U.S. Department of Health and Human Services submitted its much-anticipated report to the White House Competition Counsel regarding a “Comprehensive…more

Biosimilars, Competition, Department of Health and Human Services (HHS), Drug Pricing, Food and Drug Administration (FDA)

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SEC Risk Alert Provides Insight Into Examinations Related To ESG Investing

On April 9, 2021, the SEC’s Division of Examinations (“EXAMS”) published a Risk Alert summarizing its observations from recent examinations of investment advisers, registered investment companies, and private funds engaged in…more

Advertising, Asset Management, Compliance, Corporate Finance, Corporate Governance

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The Dealmaker’s Guide To The New CFIUS Framework

It seems there’s never a dull moment in the U.S.-China bilateral relationship. Public markets relaxed following easing tensions in the trade war with China with the announcement of the parties’ Phase I trade agreement, signed on…more

CFIUS, Critical Infrastructure Sectors, Cross-Border Transactions, FIRRMA, Foreign Acquisitions

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Top 10 International Anti-Corruption Developments For July 2021

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and case developments from the past month, with…more

Anti-Bribery, Anti-Corruption, Corporate Counsel, Deferred Prosecution Agreements, Department of Justice (DOJ)

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A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs

In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend…more

Disclosure Requirements, Form 10-K, Form 8-K, GAAP, Initial Public Offering (IPO)

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Closing in on Make-Wholes: The Fifth Circuit’s Ultra Decision

On January 17, 2019, the United States Court of Appeals for the Fifth Circuit (the “FifthCircuit”) issued a decision in In re Ultra Petroleum Corp. that could have significant implications for creditors seeking payment of…more

Bankruptcy Code, Chapter 11, Creditors, Debtors, Insolvency

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Top 5 SEC Enforcement Developments for June 2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The Supreme Court’s Jarkesy decision and its impact on the…more

Administrative Law Judge (ALJ), Administrative Proceedings, Corporate Counsel, Dodd-Frank, Glass Lewis

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U.S. Supreme Court Eliminates Extraterritorial Applications of the Lanham Act

Can a party be held liable in the United States for trademark infringement based on use of a mark in other countries? In Abitron Austria GmbH et al. v. Hetronic Int’l, Inc., 600 U.S. __ (2023), the Supreme Court recently…more

Abitron Austria GmbH v Hetronic International Inc, Extraterritoriality Rules, Foreign Sales, Intellectual Property Protection, Lanham Act

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FinCEN Expands its Reach with Final Rules for Investment Advisers and the Residential Real Estate Sector

Key Takeaways - •FinCEN has issued two new final rules to significantly expand regulation around certain investment adviser and residential real estate sectors to combat illicit finance in these areas. These highly anticipated…more

Anti-Money Laundering, Bank Secrecy Act, BSA/AML, Financial Crimes, FinCEN

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DOJ and FTC Enter Separate MOUs With the NLRB to Enhance Worker Protections and Competition in U.S. Labor Markets

In the latest employment-related collaborations under President Biden, the U.S. Department of Justice Antitrust Division (“DOJ”) and Federal Trade Commission (“FTC”) both recently announced new partnerships with the National…more

Antitrust Division, Collective Actions, Competition, Department of Justice (DOJ), Federal Trade Commission (FTC)

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WARNING: California Adopts New Proposition 65 “How to Warn” Rules

Last Friday, the state published the first major changes to the Proposition 65 regulations in more than a decade. The sweeping changes rewrite the “safe harbor” warning regulations and, in doing so, create a new set of…more

Amended Regulation, Manufacturers, OEHHA, Proposition 65, Retailers

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SEC Adopts Climate Change Disclosure Rules for Public Companies

On March 6, 2024, two years after the issuance of a proposing release and following more than 24,000 comment letters and 4,500 unique letters submitted in response, by a vote of 3-2, the U.S. Securities and Exchange Commission…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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Payroll Tax Relief Provisions Of COVID-19 Legislation

In response to the coronavirus pandemic, Congress has passed legislation to encourage continued payment of wages and benefits by providing relief to employers in the form of payroll-related tax credits, loans, and tax-deferral…more

Coronavirus/COVID-19, Payroll Taxes, Relief Measures, Sick Leave, Tax Credits

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Paying Employees in Cryptocurrency: Is That Lawful?

In recent years, more consumers, merchants, and financial institutions have accepted cryptocurrency as a form of payment for everyday products and services. Last November, mayors of two major U.S. cities signaled what may be the…more

Bitcoin, Compensation, Cryptocurrency, Department of Labor (DOL), Fair Labor Standards Act (FLSA)

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Quarterly Cartel Catch-Up: 2024 Mid-Year Global Review

At the mid-year point, 2024 is shaping up to be an eventful year in cartel enforcement. In the United States, the U.S. Department of Justice (DOJ)’s Antitrust Division (Division) enjoyed two significant victories and finally…more

Algorithms, Antitrust Division, Antitrust Violations, Artificial Intelligence, Bid Rigging

See all updates »

USPTO Guidance: Inventions Made With AI Assistance Can Be Patent-Eligible

The U.S. Patent and Trademark Office (USPTO) has issued guidance regarding patentability and inventorship for inventions made with the assistance of artificial intelligence (AI), clarifying the Office’s position that such…more

Artificial Intelligence, Computer-Related Inventions, Inventions, Inventors, Patent Applications

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Socially Aware: The Social Media Law Update Volume 6, Issue 4

Five social media law issues to discuss with your clients - The explosive growth of social media has clients facing legal questions that didn’t even exist a few short years ago. Helping your clients navigate this muddled…more

Anonymity, Anti-Retaliation Provisions, Blogging Platforms, Browsewrap Agreement, Class Action

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Federal Antitrust Agencies Encourage Appropriate Competitor Collaboration To Address The COVID-19 Crisis

The U.S. antitrust agencies – the Department of Justice Antitrust Division (DOJ) and the Federal Trade Commission (FTC) – have recognized a need for “unprecedented cooperation between federal, state, and local governments and…more

Antitrust Provisions, Collaboration, Coronavirus/COVID-19, Department of Justice (DOJ), Enforcement

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June 2024 Bid Protest Roundup

This month’s Bid Protest Roundup highlights three recent protests from the U.S. Government Accountability Office. The first protest concerns whether the protester is an interested party; the second involves the adequacy of an…more

Bid Protests, Centers for Medicare & Medicaid Services (CMS), Customs and Border Protection, Department of Defense (DOD), Department of Homeland Security (DHS)

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China Technology Export Update: Amendment Of The Export Technology Catalog

On August 28, 2020, China’s Ministry of Commerce (MOFCOM) and Ministry of Science and Technology (MOST) jointly published a notice on the adjustment of China’s Catalog of Technologies the Export of Which is Prohibited or…more

China, Exports, Life Sciences, Pharmaceutical Industry, Popular

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Three Views Of Stream-Of-Commerce Jurisdiction For Infringing IP

Bryan Wilson and Yuqing Cui authored an article for Law360 covering the use of the stream-of-commerce theory in patent cases. Without a consensus on the standard for using this theory in the U.S. Supreme Court, the authors…more

Patent Infringement, Resales Agreements, SCOTUS, Stream of Commerce

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Top 10 International Anti-Corruption Developments for July 2023

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past month,…more

Anti-Corruption, Bribery, China, Deferred Prosecution Agreements, Department of Justice (DOJ)

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Changes to Delaware LLCs Necessitate Loan Document Modifications

Lenders risk losing collateral and credit support and other adverse results if provisions in new loan documents restricting merger and sale of assets are not properly drafted following a recent change in Delaware law governing…more

Financial Transactions, Lenders, Limited Liability Company (LLC), Real Estate Market, Sale of Assets

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MoFo IP Newsletter - April 2017

Supreme Court Restricts the Extraterritorial Reach of U.S. Patent Law for Exported Goods - On February 22, 2017, the Supreme Court in a landmark decision held that the supply of a single component of a multicomponent…more

Cheerleaders, Co-Ownership, Component Parts Doctrine, Copyright, Copyright Litigation

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Life After LIBOR

After a long and at times scandalous life, LIBOR is retiring. Earlier this year, Andrew Bailey, chief executive officer of the United Kingdom’s Financial Conduct Authority (FCA), the regulator of the London Interbank Offered…more

Banking Sector, Benchmarks, Financial Conduct Authority (FCA), Interest Rates, Libor

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Fifth Circuit Vacates SEC Private Fund Adviser Rules

On June 5, 2024, a three-judge panel of the U.S. Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) unanimously vacated the “Private Fund Adviser Rules,” which the U.S. Securities and Exchange Commission (the SEC)…more

Audits, Disclosure Requirements, Investment Adviser, Investment Advisers Act of 1940, Investors

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Private Fund Advisers 2023 Regulatory Outlook

Sponsors and managers of private funds must attend to various routine regulatory and compliance tasks, which can include ongoing reporting obligations under the Investment Advisers Act of 1940 (the “Advisers Act”), updating…more

CFTC, Cybersecurity, Disclosure Requirements, Environmental Social & Governance (ESG), Investment Adviser

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Ninth Circuit Sits En Banc To “Tidy Up The Law” On The False Claims Act’s First-To-File Rule

In September 2024, the Ninth Circuit reversed in part a district court’s dismissal of an action under the False Claims Act (FCA or the “Act”) for lack of jurisdiction under the Act’s First-to-File Rule and held that the…more

Burden of Proof, False Claims Act (FCA), Federal Rules of Civil Procedure, First-to-File, Jurisdiction

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MoFo Biometer, Volume 6, Issue 1

2016 Biometer Shows Strength in Early and Late Stage Deals but Cracks Beneath the Surface - The 2016 BioMeter showed strength at both ends of the drug-development spectrum, with extremely strong results for …more

Biometric Information, Data Collection, Life Sciences, Technology Sector

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Ninth Circuit Offers Guidance to Defendants Seeking to Establish Removal Jurisdiction

The Supreme Court recently denied a petition for a writ of certiorari in Leite v. Crane Co., 49 F.3d 1117 (9th Cir. 2014), cert. denied, 574 U.S. ___ (2014) (No. 14-119), a case in which the Ninth Circuit established the…more

Federal Jurisdiction, Federal Rules of Civil Procedure, Jurisdiction, Removal

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Caveat Lendor: Serta Confirmation Opinion Permits Uptier with Finding of “Good Faith” and Provides Indemnity for Participating Lenders

Majority lender groups and stressed borrowers notched another win in the uptier wars when Judge David Jones of the U.S. Bankruptcy Court for the Southern District of Texas (the “Court”) issued a June 6, 2023 opinion (the…more

Bankruptcy Court, Chapter 11, Covenant of Good Faith and Fair Dealing, Lenders

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U.S. SEC Adopts Amendments To Shareholder Proposal Rule

On September 23, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its shareholder proposal rule, Rule 14a-8 under the Securities Exchange Act of 1934, which governs the process for a shareholder to…more

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

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SEC To LBRY: “You’re Overdue.” Recent Enforcement Action Highlights Evolving SEC Focus On Decentralization

“Decentralization” is a concept that has consistently vexed the entire blockchain-enabled ecosystem in the U.S., including its counsel and regulators, wherein a lack of clarity on the exact definition of decentralization has…more

Bitcoin, Blockchain, Cryptocurrency, Decentralized Finance (DeFi), Enforcement Actions

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Top 10 International Anti-Corruption Developments for September 2021

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and case developments from the past month, with…more

Acquisitions, Anti-Corruption, Bribery, Corporate Counsel, Criminal Conspiracy

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Buying into Private Companies: 10 Points To Note For Secondary Share Acquisitions

Investments in private companies by way of share purchases from existing shareholders (secondary transactions) raise a unique set of complexities, which are often overlooked. Share issuances in company-led financing rounds…more

Acquisitions, Board of Directors, Contract Terms, Due Diligence, Fiduciary Duty

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This Week at The Ninth: Cancer Drugs and COVID Grants

This week, the Ninth Circuit examines what constitutes securities fraud in connection with data published from a pharmaceutical clinical trial, and decides whether Arizona has standing to challenge conditions on federal grants…more

Coronavirus/COVID-19, Pension Funds, PSLRA, Rule 10b-5, Securities Litigation

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Supreme Court Grants Certiorari To Review Fourth Circuit’s TCPA Decision

On January 10, 2020, the Supreme Court granted certiorari to review the Fourth Circuit’s decision to strike the Telephone Consumer Protection Act’s (TCPA) “government-debt exemption.” See Am. Ass’n of Political Consultants, Inc…more

Auto-Dialed Calls, Barr v American Association of Political Consultants Inc, Certiorari, Constitutional Challenges, Content-Based Restrictions

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New York State Transfer Tax Changes

New York State has made changes to the State real estate transfer taxes that will apply to conveyances occurring on or after July 1, 2019. The changes generally increase the effective tax rates for certain real estate transfers…more

Estate Tax, Real Estate Market, Real Estate Transactions, Transfer Taxes

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MoFoREAL: European Real Estate Newsletter (Q3 2021)

Welcome to the latest edition of MoFoReal, our newsletter highlighting recent activities and other developments in MoFo’s European Real Estate team. We hope you enjoy it and would really appreciate your feedback and suggestions…more

Affordable Housing, Arbitration, Commercial Leases, Coronavirus/COVID-19, EU

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Payments and Lending: Trends to convergence in FinTech

An under-developed logistics infrastructure, a reliance on cash-on-delivery and foreign ownership and other regulatory restrictions have historically limited international expansion into the Indonesian eCommerce and FinTech…more

Financial Institutions, FinTech, Foreign Investment, Indonesia, Lending

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Highlights on the Reality in the Middle Market Today

On May 7, 2024, Morrison Foerster’s New York City office co-hosted a Private Markets Pop-Up with Kayo Conference Series, an event that brought together professional women across the private credit and private equity markets for…more

Borrowers, Capital Markets, Debt Financing, Lending, Payment-In-Kind

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MoFoREAL Q2 2022

Welcome to the latest edition of MoFoReal, our newsletter highlighting recent activities of and other developments in MoFo’s European Real Estate team. In this edition, we consider the impact of the war in Ukraine on the…more

Foreign Entities, Foreign Investment, Investment Management, Price Inflation, Real Estate Investments

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The Rise Of Open-End Real Estate Funds In Asia

Manager and investor interest in open-end real estate (“OERE”) funds focused on Asia investments has exploded in recent years, with continued growth expected. CBRE recently estimated that Asia-Pacific-focused open-end funds have…more

Asia, Investors, NAV, Open-Ended Fund Companies (OFCs), Real Estate Investments

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Take Two: State AGs Target The FDIC’s Final Rule Reaffirming Valid-When-Made Doctrine

Last week, the state attorneys general of seven states and the District of Columbia filed suit against the Federal Deposit Insurance Corporation (FDIC) challenging the FDIC’s final rule reaffirming the valid-when-made doctrine…more

Attorney General, Dodd-Frank, FDIC, Madden v Midland Funding, OCC

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Prepare to Disclose: California Legislature Declines to Extend AB 1305 Voluntary Carbon Market Disclosure Deadline, Leaves Existing SB 253 and SB 261 Climate Disclosure Timelines in Place

Last year, California passed three first-in-the-nation climate laws imposing disclosure obligations on thousands of companies with a presence in California. In October of 2023, California signed into law AB 1305, requiring…more

California, CARB, Carbon Emissions, Compliance, Disclosure Requirements

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The Shortened Shanghai Free Trade Zone Negative List: One Small Step for Reform…

Amidst high hopes in the foreign investment community for a streamlined framework regulating inbound investment to the PRC, China’s State Council launched the China (Shanghai) Pilot Free Trade Zone (the “SFTZ” or “Zone”) in…more

Banking Sector, China, Foreign Investment, Free Trade Zone, Healthcare

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Recently in the Federal Circuit: Reasonable Expectation of Success May Not Be So Spooky After All

With Halloween fast approaching, many of us are asking the age-old question: “Is this decoration too heavy to hang with this [hook/tape/blue tack/string around a too-thin tree branch]?” The Federal Circuit faced a similar…more

Obviousness, Patent Infringement, Patent Litigation, Patents, Prior Art

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Social Links: Axed exec sues people behind anonymous Instagram account; bill protects elderly from social media exploitation; using social media to impeach witnesses in criminal trials

An advertising executive who lost his job after being named on an anonymous Instagram account is suing the now-defunct account for defamation. The suit names as defendants not only the account—Diet Madison Avenue, which was…more

Copyright, Cyberbullying, Defamation, Exploitation, Impeachment

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OFAC Extends Recordkeeping Requirements from Five to 10 Years; Issues Paperwork Reduction Act Request for Comments

On September 11, 2024, OFAC announced its Interim Final Rule to Extend Recordkeeping Requirements from Five to 10 Years. The Interim Final Rule (IFR) was published in the Federal Register on September 13, 2024. Public comments…more

CFIUS, Corporate Counsel, Cuba, Export Controls, Interim Final Rules (IFR)

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Green Bonds: Standard Deviation Redux

In this infographic, we break down the key differences between the International Capital Market Association (ICMA) Green Bond Principles and the proposed EU Green Bond Standard. The infographic can also be downloaded..…more

Energy Projects, EU, Green Bonds, International Capital Markets Association (ICMA), Taxonomy

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Navigating Contracts with FDIC Receiverships and Bridge Banks

In the wake of two bank failures last week, the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver for each failed bank (“Receiver”). The Receiver subsequently transferred all deposits (both insured and…more

Bridge Banks, Corporate Counsel, Deposit Insurance, Executory Contracts, FDIA

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Employment Law Commentary, Volume 30, Issue 6 - From Social Media to Social Change: Will #MeToo Alter California Arbitration Law?

FROM SOCIAL MEDIA TO SOCIAL CHANGE: WILL #METOO ALTER CALIFORNIA ARBITRATION LAW? - What began as a hashtag trending on Twitter may spur major change in the legislative arena in California. #MeToo not only brought global…more

#MeToo, Arbitration Agreements, Mandatory Arbitration Clauses, Sexual Harassment

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False Claims In Independent Research & Development (IR&D): Federal District Court Adopts ATK THIOKOL As The Knowledge Standard

Many government contractors, like other private enterprises, invest heavily in research and development (R&D) to improve the products and services they offer, in hopes of better meeting their customers’ needs. When those R&D…more

False Claims Act (FCA), Federal Acquisition Regulations (FAR), Federal Contractors, Fraud, Research and Development

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Just Browsing: District Court Finds Browsewrap Agreement Enforceable

Courts continue to grapple with the enforceability of online agreements. While courts generally enforce clickwrap agreements—online agreements where users affirmatively show their acceptance after being presented with the terms,…more

Browsewrap Agreement, Clickwrap Agreements, Online Contracts, Terms of Use, Websites

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Tapestry/Capri Handbag Merger Temporarily Halted by S.D.N.Y.

On October 24, 2024, Judge Rochon of the U.S. District Court for the Southern District of New York granted the Federal Trade Commission’s (FTC) motion for a preliminary injunction to prevent Tapestry, Inc. (“Tapestry”) from…more

Antitrust Division, Appeals, Competition, Federal Trade Commission (FTC), FTC Act

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USPTO to Launch New Patent Issue Procedure on April 18: What You Need to Know

In a recent press release, the U.S. Patent and Trademark Office (USPTO) announced that, starting on April 18, 2023, the Office would begin issuing electronic patent grants (eGrants) to patent recipients…more

Corporate Counsel, Electronic Filing, Patent Applications, Patent Filings, Patents

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M&A In 2020 And Trends For 2021

2020 brought the COVID-19 pandemic and other headline-grabbing challenges, along with “the usual” quadrennial questions around the U.S. election. Early in the year, businesses and dealmakers focused on the pandemic and revised…more

Antitrust Division, CFIUS, Coronavirus/COVID-19, Due Diligence, Economic Stimulus

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Back To Hometown-Overview Of The Privatization Of US Stocks

Since the early 1990s, a large number of well-known Chinese companies have been listed in the United States to enhance their global image, and the US stock market has become a haven for many Chinese stocks. However, China…more

Financial Adviser, Foreign Investment, Privatization, Securities, Special Committees

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AI Trends For 2023 - AI Industry Faces Continued Headwinds In 2023

While the AI industry has continued to attract venture capital and produce exits in 2022, headwinds in the venture capital and broader capital markets have, as compared to 2021, resulted in a decrease in the number of venture…more

Artificial Intelligence, Financing, Investment, Popular, Technology

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FDA Issues Final Transition Guidances For COVID-19 Devices

This week, the U.S. Food & Drug Administration (FDA) issued two much anticipated guidances, each outlining how COVID-19 devices will be treated after the expiration of the COVID-19 public health emergency (PHE) declaration or…more

Coronavirus/COVID-19, Emergency Use Authorization (EUA), Food and Drug Administration (FDA), Medical Devices, Public Health Emergency

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Top 10 International Anti-Corruption Developments for July 2022

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption developments from the past month, with links to…more

Anti-Corruption, Brazil, Bribery, Corporate Counsel, Department of Justice (DOJ)

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U.S. Sanctions And Iran’s Coronavirus Challenge

It’s no secret that Iran has been one of the hardest hit countries by COVID-19 (commonly referred to as the “coronavirus”). As in other countries, this outbreak has strained Iran’s healthcare system and has instigated a surge in…more

Coronavirus/COVID-19, Economic Sanctions, Iran Sanctions

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Recently in the Federal Circuit: More on Indefiniteness in IPRs

Means-plus-function claim elements can be a sticky wicket during an inter partes review, to borrow a phrase from the cricket lovers out there. These are claim elements drafted under 35 U.S.C. § 112(f) (or its predecessor…more

Algorithms, Indefiniteness, Inter Partes Review (IPR) Proceeding, Means-Plus-Function, Patents

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Summary of the Implementing Regulations for Japan’s Feed-In Tariff Law for Renewable Electric Energy

This updates our September 13, 2011 Client Alert entitled “Outline of Japan’s Feed-In Tariff Law for Renewable Electric Energy,” which summarized “The Act on Special Measures Concerning the Procurement of Renewable Electric…more

Electricity, Interconnections, Japan, Power Purchase Agreements, Purchase Price

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MOFOUNDATIONS: Paving The Way To Success

The transition to the role of first-year associate is a significant step in a lawyer’s career. To facilitate this transition, our Attorney Learning & Development Group has developed MoFoundations, a curriculum tailored…more

Business Development, Career Development, Law Firm Associates, Professional Development, Young Lawyers

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Life After LIBOR

After a long and at times scandalous life, LIBOR is retiring. Earlier this year, Andrew Bailey, chief executive officer of the United Kingdom’s Financial Conduct Authority (FCA), the regulator of the London Interbank Offered…more

Banking Sector, Benchmarks, Financial Conduct Authority (FCA), Interest Rates, Libor

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Socially Aware: The Social Media Law Update Volume 7, Issue 4

Mixed Messages: Courts Grapple With Emoticons and Emoji - Emoticon and emoji are ubiquitous in online and mobile communications; according to one study, 74 percent of Americans use emoticons, emoji and similar images on a…more

Ad-Blockers, Copyright, Emoji, Facebook, Federal Trade Commission (FTC)

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True Facts About False Claims: MoFo's FCA Newsletter - October 2024

Designed for busy in-house counsel and compliance professionals, this newsletter seeks to bring you up to speed on key federal and state False Claims Act (FCA) developments, with links to primary resources. Each quarter, we will…more

Cybersecurity, Defense Contracts, Denial of Certiorari, Department of Justice (DOJ), E-Rates

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Birdies Moves for Summary Judgment, but the Shoe Does Not Fit

In a dispute between San Francisco-based shoe companies, Rothy’s sued Birdies for infringing design patents claiming the ornamental design for a shoe or a portion of a shoe. Birdies moved for early summary judgment on both…more

Design Patent, Intellectual Property Protection, Ornamental Design, Patent Infringement, Patent Litigation

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The Shape Of Insolvencies To Come: Scrutinising The Corporate Insolvency And Governance Bill 2020

On 20 May 2020, in response to the coronavirus pandemic, the UK government published the text of the Corporate Insolvency and Governance Bill 2020 (the “Bill”), a 238-page document which sets out some of the most sweeping…more

Coronavirus/COVID-19, Corporate Restructuring, Insolvency, Pandemic, UK

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MoFo IP Newsletter - November 2016

FDA (Finally!) Issues New Regulations to Clarify Pharmaceutical Patent Litigation: How to Use Patent “Use Codes” - October 6, 2016, the FDA issued a final rule implementing certain provisions of the Medicare Prescription…more

Copyright, De Minimis Claims, Enforcement, Food and Drug Administration (FDA), New Regulations

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2018: Business As (Un)usual – European Financial & Regulatory Developments into 2018

2017 in the UK and the rest of Europe seems to have been primarily a year devoted to implementation – both of political decisions already made and of legislation that had already been enacted. On the political front, Brexit…more

Bank Recovery and Resolution Directive (BRRD), Blockchain, Capital Markets, EMIR, EU

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DOJ Releases 2024 COVID-19 Fraud Enforcement Task Force Report

On April 9, 2024, the United States Department of Justice (DOJ) released a report on the COVID-19 Fraud Enforcement Task Force (“Task Force”), by far DOJ’s most comprehensive review of the Task Force since its creation in 2021…more

Coronavirus/COVID-19, Department of Justice (DOJ), Economic Injury Disaster Loans, Enforcement, False Claims Act (FCA)

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Top 10 International Anti-Corruption Developments for July 2022

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption developments from the past month, with links to…more

Anti-Corruption, Brazil, Bribery, Corporate Counsel, Department of Justice (DOJ)

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Collective Redundancies In Europe

One of the difficult realities of running a business is that companies occasionally find themselves needing to make reductions to their staff headcount, be it because of workplace shutdowns due to economic difficulties,…more

Acquisitions, Collective Redundancies Directive, EU, European Court of Justice (ECJ), Germany

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Update to UK Green Finance Strategy

The UK government (the “Government”) has long spoken of its commitment to tackling greenwashing and creating the world’s first net-zero emissions financial centre. Read more about this in our client alert on the “Green Finance:…more

Disclosure Requirements, Financial Conduct Authority (FCA), Green Finance, Greenhouse Gas Emissions, Greenwashing

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SEC Adopts Amendments To Financial Disclosure Requirements For Acquisitions And Dispositions

On May 20, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to the financial statement and other disclosure requirements related to acquisitions and dispositions of businesses, including real estate…more

Acquisitions, Disclosure Requirements, Dispositions, Financial Statements, Foreign Business Partners

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Top 10 International Anti-Corruption Developments for September 2024

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past month,…more

Anti-Corruption, Artificial Intelligence, Australia, Brazil, Bribery

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Return to Sender: When Courts of Appeals Disagree on Which One Has Jurisdiction

What happens when two courts of appeal each think the other has exclusive jurisdiction over an appeal? Confusion and inter-circuit criticism. The latest chapter in such a dispute between the Federal and Fifth Circuits on the…more

Appellate Jurisdiction, Corporate Counsel, Exclusive Jurisdiction, Gunn v Minton, Monopolization

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Fed. Circ. Further Dulls CDA's Statute Of Limitations

A few years back, a string of decisions at the Armed Services Board of Contract Appeals and the Court of Federal Claims invoked the Contract Disputes Act’s six-year statute of limitations to dispose of several long-pending…more

Appeals, Armed Services Board of Contract Appeals, Cause of Action Accrual, Construction Contracts, Contract Disputes Act

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Another Joint Statement from the Federal Anti-money Laundering Working Group: Improving Transparency of Risk-Focused BSA/AML Supervision

On July 22, 2019, the five federal agencies tasked with the supervision, examination, and enforcement of Bank Secrecy Act (BSA) and anti-money laundering (AML) requirements for banks (the “Agencies”) issued a joint statement…more

Anti-Money Laundering, BSA/AML, Financial Institutions, Financial Services Industry, Joint Statements

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Water Is In, White Bread Is Out: “Healthy” Gets A New Look In 2023

For decades, health-conscious consumers have argued about what it really means for a food to be “healthy.” Is dark chocolate “healthy”? How about breakfast cereal, coffee, or fruit gummies?…more

Comment Period, Dietary Guidelines, Food and Drug Administration (FDA), Food Labeling, Food Manufacturers

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Earned Wage Access Products would be “Credit” under CFPB Proposed Interpretive Rule

On July 18, 2024, the Consumer Financial Protection Bureau (CFPB) issued a proposed interpretive rule on earned wage access (EWA) products (“Proposed Interpretive Rule”) that, if finalized, would clarify that EWA products are…more

Chevron Deference, Consumer Financial Protection Bureau (CFPB), Debt, Earned Wage Access, Interpretive Rule

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PACE Financing is now available for New Construction

New York City recently released updated Commercial Property Assessed Clean Energy (C-PACE) guidelines which are expected to open up opportunities for owners to obtain C-PACE financing for new construction and energy retrofit…more

Clean Energy, Construction Industry, Energy Projects, Financing, New York

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MoFo Japan Disputes Newsletter – 2nd Quarter 2021

Welcome to Morrison & Foerster’s quarterly newsletter on dispute resolution. In this newsletter, we address recent developments in arbitrations, investigations, and commercial and intellectual property litigation that may affect…more

Anti-Corruption, Arbitration Awards, Bribery, Causation, Criminal Antitrust Anti-Retaliation Act of 2015

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State + Local Tax Insights -- Spring 2014

In This Issue: - Where’s Walden? Finding Protection under the Due Process Clause - Upcoming Speaking Engagements - CFCs and Subpart F Income in a California Water’s-Edge Election and What’s Wrong with the Apple…more

Apple, CFCs, Due Process, Franchise Tax Board, Franchise Taxes

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To Scrape or Not to Scrape? First Court Decision on the EU Copyright Exception for Text and Data Mining in Germany

On September 27, 2024, the Regional Court (Landgericht) of Hamburg, a court of first instance (the “Court”), dismissed a cease-and-desist claim by the photographer Robert Kneschke against LAION e. V. that the scraping of his…more

Artificial Intelligence, Cease and Desist Orders, Copyright, Copyright Infringement, Data Mining

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MoFoREAL Q2 2022

Welcome to the latest edition of MoFoReal, our newsletter highlighting recent activities of and other developments in MoFo’s European Real Estate team. In this edition, we consider the impact of the war in Ukraine on the…more

Foreign Entities, Foreign Investment, Investment Management, Price Inflation, Real Estate Investments

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ISDA Amendments to Master Agreement Relating to Default Notice Provision and Characterisation of Credit Support Annexes

As a response to member feedback relating to the COVID-19 pandemic and following a period of consultation with its members beginning in 2022, the International Swaps and Derivatives Association (ISDA) has published a number of…more

Commodities, Coronavirus/COVID-19, Credit Support Annex (CSA), Default, Derivatives

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EGC Corporate Governance Practices: A survey and related resources

There was a significant increase in the number of completed initial public offerings (“IPOs”) in 2017 compared to 2016 and 2015. However, the number of completed IPOs was still down compared to 2014, which saw the highest…more

Corporate Governance, Emerging Growth Companies, Initial Public Offering (IPO), JOBS Act, Securities and Exchange Commission (SEC)

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New Sheriff in Town: Frankfurt to Host EU’s New Agency Against Dirty Money

On February 22, 2024, Frankfurt won the joint vote to host EU’s central enforcer in the fight against financial crime. The new Authority for Anti-Money Laundering and Countering the Financing of Terrorism (“AMLA”) will directly…more

AML/CFT, EU, European Commission, European Parliament, Financial Crimes

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Last Week in the Federal Circuit (November 29 - December 3): COVID-19 Vaccine Patents at the PTAB

Last week the Federal Circuit was gearing up for its December argument sitting, but the Court still found time to issue several decisions. Below we provide our usual weekly statistics and our case of the week—our highly…more

Coronavirus/COVID-19, Inter Partes Review (IPR) Proceeding, Obviousness, Patent Infringement, Patent Litigation

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Chevron Overruled and SEC Enforcement Cabined: Any Impact at the ITC?

For nearly 40 years, when a court found that a statute was ambiguous, it deferred to the reasonable interpretation of the federal agency administering the statute. This principle—known as Chevron deference, after the 1984…more

Administrative Procedure Act, Article III, Chevron Deference, Chevron v NRDC, Corporate Counsel

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Employment Law Commentary, December 2017 - The California Legislature and the Trump Administration: Different Directions

It was another busy year in the California Legislature with regard to employment and labor issues. Of particular note for California employers are the new laws related to employee hiring practices with the prohibitions on…more

Ban the Box, Criminal Background Checks, Department of Labor (DOL), Gender Identity, General Contractors

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FERC Reboots Large Generator Interconnection Policies to Level the Playing Field for New Generation (and Storage) and Launches Inquiry on Possible Revisions to Natural Gas Pipeline Certificate Policy

On April 19, 2018, the Federal Energy Regulatory Commission (FERC) adopted a new rule, Order No. 845, that reboots its large interconnection process for the first time since the Commission took significant action more than a…more

Energy Sector, FERC, Natural Gas, Oil & Gas, Pipelines

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Coming Home – Overview of Going Private Transactions of U.S.-Listed Chinese Companies

Since the early 1990s, the U.S. stock exchanges have long been home to many prominent Chinese companies as they tried to attract a wide spectrum of investors and enhance their global profile. Over the past decade, waves of the…more

Break-Up Fee, Buyouts, Capital Markets, China, Going-Private Transactions

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MoFo BioMeter, Volume 5, Issue 1

The full-year 2015 BioMeter paints the picture of a strong year for biotechnology, but deeper analysis shows a cautionary trend. The average BioMeter value for the entire year across all transactions reporting up-front payments…more

Biometric Information, Initial Public Offering (IPO), Life Sciences, Pharmaceutical Industry

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UPOV Updates Explanatory Note On Essentially Derived Varieties (EDVS)

In October 2023, the International Union for the Protection of New Varieties of Plants (UPOV) published a long-awaited updated Explanatory Note on Essentially Derived Varieties (EDVs). The UPOV Convention outlines a popular sui…more

Biotechnology, Infringement, Intellectual Property Protection, Plant Variety Protection Act, Plant Variety Protection Office (PVPO)

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Quarterly Cartel Catch-Up: Year-End Edition 2022

In 2022, antitrust authorities around the world were pursuing more investigations, bringing new types of cases, and making policy changes to spark even more enforcement actions. In the United States, the Department of Justice’s…more

Antitrust Division, Antitrust Violations, Bid Rigging, Canada, Corporate Counsel

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Socially Aware: The Social Media Law Update Volume 6, Issue 4

Five social media law issues to discuss with your clients - The explosive growth of social media has clients facing legal questions that didn’t even exist a few short years ago. Helping your clients navigate this muddled…more

Anonymity, Anti-Retaliation Provisions, Blogging Platforms, Browsewrap Agreement, Class Action

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Unique Considerations for Lending to a Delaware Public Benefit Corporation

In 2013, following in the footsteps of California, Delaware introduced a new corporate form that could be chosen by companies organized under its state law – the public benefit corporation (PBC). This type of corporation is…more

Benefit Corporations, C-Corporation, Corporate Governance, For-Profit Corporations, Lenders

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AI Trends For 2024 - IRS Adopts AI-Powered Audit Selection Tools, Hires Technology-Focused Leadership

On December 13, 2023, the IRS revealed a revamped leadership structure, introducing Chief Information Officer and Chief Operating Officer positions to leverage technology more effectively. The move aligns with IRS Commissioner…more

Artificial Intelligence, Audits, IRS, Tax Evasion, Tax Fraud

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Financial Services Report, Winter 2019

The holidays came early for financial institutions when the Supreme Court agreed to hear a challenge to the constitutionality of the CFPB. We can expect fireworks in the New Year as two experienced Supreme Court practitioners…more

Arbitration, BSA/AML, Consumer Financial Protection Bureau (CFPB), Fair Lending, Financial Institutions

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Fünf wesentliche Änderungen für Unternehmen

Seit dem 20. Juli 2024 gilt das Gesetz über Musterverfahren in kapitalmarktrechtlichen Streitigkeiten (KapMuG) in seiner überarbeiteten Fassung. Mit der Neufassung dieses Spezialgesetzes für die gerichtliche kollektive…more

Capital Markets, Competition Act, Declaratory Relief, Discovery, EU

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EGC Corporate Governance Practices: A survey and related resources - February 2017

During 2016, there were relatively few companies that completed initial public offerings (“IPOs”). Some commentators attribute the dearth of IPOs in 2016 to volatility arising from, among other things, Brexit and the U.S…more

Corporate Governance, Emerging Growth Companies, Initial Public Offering (IPO), JOBS Act, Non-GAAP Financial Measures

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IP Newsletter - January 2015

In This Issue: - Castle Defense: Federal Circuit Reinforces Patent Damages Gate in VirnetX - Standards Patent Licensing: Always Apportionment, Sometimes Stacking - Supreme Court to Consider Good-Faith Belief…more

Biotechnology, Cisco, Expert Testimony, FRAND, Good Faith

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What the REIT?!

REITs have been rather quiet in the capital markets for some time now. Rising interest rates have made debt more expensive. Trading prices have reflected steep discounts to “net asset values”, or “NAVs”. But REITs, our favorite…more

FIRPTA, Inflation Reduction Act (IRA), Interest Rates, Investment Tax Credits, Real Estate Investments

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The Supreme Court Expands the Cost of Doing Business: New Rules for Jurisdiction by Consent After Mallory?

Can a state require a company, as a condition of doing business in the state, to consent to being sued there for any and all claims? In Mallory v. Norfolk Southern Railway Co., 599 U.S. __ (2023), the Supreme Court concluded…more

Commerce Clause, Due Process, Mallory v Norfolk Southern Railway Co, Out-of-State Companies, PA Supreme Court

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AI Trends For 2023 - FDA Regulatory

In September 2022, the U.S. Food & Drug Administration (FDA) released its Clinical Decision Support (CDS) Software Guidance and the final report on the Software Pre-Certification Pilot Program…more

Artificial Intelligence, Digital Health, Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Medical Devices

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Supreme Court to Address Whether Risk Disclosures Can Be False or Misleading

On June 10, 2024, the United States Supreme Court agreed to hear argument in Facebook, Inc. v. Amalgamated Bank, No. 23-980, to address whether risk disclosures can be false or misleading if they do not describe a risk that…more

Certiorari, Data Breach, Disclosure, Facebook, Form 10-K

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California Proposes to Adopt Regulations Undermining Key Proposition 65 Defense Used by Food Companies

The California Office of Environmental Health Hazard Assessment (OEHHA) has issued a proposed rulemaking package that, if adopted, will change two critical statutory interpretations that food companies have successfully used to…more

Manufacturers, OEHHA, Proposition 65, Retailers, Toxic Chemicals

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AI Trends For 2024 - Retrieval-Augmented Generation (Rag) To Generate Richer Outputs

In 2023, generative AI took center stage—the year was filled with rapid advancements in the capabilities of large language models (LLMs). Heading into 2024, businesses continue to see great potential for generative AI and are…more

Artificial Intelligence, Machine Learning, Software Developers, Technology Sector

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If Your Company’s Websites or Blogs Host User-Generated Content, Please Read This Client Alert!

In the classic rock song “Light My Fire,” ‘60s icon and the Doors’ lead singer Jim Morrison sang, “The time to hesitate is through.” If your company operates a website or blog that hosts user-generated content, and has yet to…more

Copyright, Copyright Infringement, Copyright Office, Digital Media, DMCA

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M&A Considerations Regarding CARES Act Loan Programs And Other Relief

In recent weeks Congress has authorized funding for a number of programs intended to provide relief to small- and medium-sized businesses and certain particularly hard-hit industry sectors, as well as to American businesses more…more

Acquisitions, CARES Act, Corporate Counsel, Economic Injury Disaster Loans, Federal Loans

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MoFoREAL: European Real Estate Newsletter (Q3 2022)

The highly anticipated Environment Bill received royal assent on 9 November 2021, as part of the UK Government’s strategy to protect and improve our environment…more

Criminal Sanctions, EU, Investors, Land Developers, Transparency

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IP Quarterly - Winter 2014

In This Issue: Suprema, Inc. v. ITC; Ibormeith IP, LLC v. Mercedes-Benz USA, LLC; Intellect Wireless v. HTC; and IPR’s Limited Grounds Prove Challenging for Petitioners. Excerpt from Suprema, Inc. v. ITC…more

HTC America, International Trade Commission (ITC), Mercedes-Benz, Patent Infringement, Patent Litigation

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European Digital Compliance: Key Digital Regulation & Compliance Developments - April 2022

To help organisations stay on top of the main developments in European digital compliance, Morrison & Foerster’s European Digital Regulatory Compliance team reports on some of the main European digital regulatory and compliance…more

Compliance, Content Marketing, Copyright, Copyright Infringement, Corporate Counsel

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Neuregelung der Registerfälle durch das Jahressteuergesetz 2022 – Fortführung der Besteuerung bei Transaktionen mit Steueroasen und zwischen nahestehenden Personen

Today, two weeks after the German Federal Parliament (“Bundestag”), the German Federal Council (“Bundesrat”) also passed the 2022 Tax Amendment Act (Jahressteuergesetz 2022)…more

Double Taxation, Germany, Income Tax Act, Nexus, Taxation

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Top 5 SEC Enforcement Developments for September 2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in house lawyers and compliance professionals. This month included the SEC’s fiscal year end and a large number of enforcement actions…more

Bribery, Cryptocurrency, Digital Media, Disclosure Requirements, Enforcement

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Federal Judge Upholds CFTC’s Determination that Virtual Currencies Are Commodities

In September 2015, the Commodity Futures Trading Commission (CFTC) stated in a settlement order that “Bitcoin and other virtual currencies are encompassed in the definition and properly defined as commodities” under the…more

Bitcoin, CFTC, Commodities, Commodity Exchange Act (CEA), Virtual Currency

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MOFO Partners With Oasis Legal Services To Support LGBTQ+ Asylum Seekers

Morrison Foerster is piloting a new project with our longtime pro bono partner, Oasis Legal Services, to draft declarations on behalf of LGBTQ+ asylum seekers. Over the past few years, the firm has collaborated with Oasis by…more

Asylum, Client Services, Immigrants, Legal Project Management, LGBTQ

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Court Approves Exculpation in Structured Dismissal

On June 27, 2018, Judge Kevin Carey of the United States Bankruptcy Court for the District of Delaware ruled that a dismissal order in a bankruptcy case could provide for exculpation of the estate fiduciaries and their…more

Bankruptcy Code, Bankruptcy Court, Chapter 11

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Non-Lab Diagnostics: FDA Regulatory Considerations

The advent of the COVID-19 rapid antigen test launched at-home diagnostics to the forefront of conversation in the life sciences industry. Many believe this is only the beginning. As the share of telehealth services increases,…more

Coronavirus/COVID-19, Diagnostic Tests, Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Laboratory Developed Tests

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“New York State On PAUSE”: Governor Cuomo Signs Executive Order Curtailing Non-“Essential” Business

On Friday evening, March 20, 2020, in conjunction with the announcement of a 10-point “Policy that Assures Uniform Safety for Everyone,” New York State Governor Andrew Cuomo signed into law Executive Order 202.8, known as the…more

Coronavirus/COVID-19, Critical Infrastructure Sectors, Executive Orders, Governor Cuomo, Homeland Security Cybersecurity & Infrastructure Security Agency (CISA)

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Update On Short-Time Work: Increase In Short-Time Work Allowance And New Rules For Additional Earnings

After long public discussions, the short-time allowance is increased. The corresponding draft law was passed yesterday by the Bundestag. The following changes then occur: •The short-time work allowance is gradually increased…more

Coronavirus/COVID-19, Germany, Reduction in Hours, Salaried Employees, Short-Time Work

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FTC Warns Advertisers to Check the Fine Print in “Operation Full Disclosure”; Shot Across the Bow Could Signal Law Enforcement Actions to Come

The Federal Trade Commission (FTC) announced this week that it sent warning letters to more than 60 national advertisers regarding the inadequacy of disclosures in their television and print ads. The letters are part of an…more

Advertising, Disclosure Requirements, Enforcement, Federal Trade Commission (FTC), Media

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NJ Tax Court Orders Full Unreasonable Exception to Royalty Addback

The New Jersey Tax Court held yesterday, February 27, 2019, in a precedential published opinion that a royalty payor was not required to add back any portion of the royalties that it paid to a related licensor under the…more

Add-Back Legislation, Business Taxes, Local Taxes, State Taxes, Tax Court

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FDIC Proposes Broader Role Under the Change in Bank Control Act

On July 30, 2024, the Federal Deposit Insurance Corporation (FDIC) issued a notice of proposed rulemaking (NPR) that would expand the FDIC’s role under the Change in Bank Control Act of 1978 (CBCA). The NPR seeks, in part, to…more

Asset Management, Bank Merger Act, CBCA, FDIC, Federal Bank Regulatory Agencies

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Northern District of California: 101 Roundup

In April 2022, judges in the Northern District of California issued several interesting decisions on patent subject matter eligibility under 35 U.S.C. § 101. Two were decided on Rule 12(c) motions for judgment on the pleadings,…more

Alice/Mayo, Claim Construction, Inventions, Patent Litigation, Patent-Eligible Subject Matter

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Top 5 SEC Enforcement Developments for May 2023

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources…more

Conflicts of Interest, Corporate Counsel, Digital Assets, Disclosure Requirements, Enforcement Actions

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Financial Services Report - Fall 2021

We start this issue with a big, virtual welcome to our new colleague Maria Earley. Maria joined us last month as a partner in our Financial Services and Fintech Groups. She represents financial services and fintech companies in…more

Banking Sector, BSA/AML, Consumer Financial Protection Bureau (CFPB), Cryptocurrency, Department of Justice (DOJ)

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FinCEN Proposes Expanding Residential Real Estate Anti-Money Laundering Rules

On February 16, 2024, the Financial Crimes Enforcement Network (FinCEN) issued a notice of proposed rulemaking, which would require certain real estate professionals to report certain transaction information to FinCEN in…more

AML/CFT, Anti-Money Laundering, Bank Secrecy Act, Beneficial Owner, Corporate Transparency Act

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Fünf wesentliche Änderungen für Unternehmen

Seit dem 20. Juli 2024 gilt das Gesetz über Musterverfahren in kapitalmarktrechtlichen Streitigkeiten (KapMuG) in seiner überarbeiteten Fassung. Mit der Neufassung dieses Spezialgesetzes für die gerichtliche kollektive…more

Capital Markets, Competition Act, Declaratory Relief, Discovery, EU

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Prepare to Disclose: California Legislature Declines to Extend AB 1305 Voluntary Carbon Market Disclosure Deadline, Leaves Existing SB 253 and SB 261 Climate Disclosure Timelines in Place

Last year, California passed three first-in-the-nation climate laws imposing disclosure obligations on thousands of companies with a presence in California. In October of 2023, California signed into law AB 1305, requiring…more

California, CARB, Carbon Emissions, Compliance, Disclosure Requirements

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Legal Structures To Optimize Private Investor Impact Strategy

How can legal structures help investors maximize the impact of their investments? Below, read more about key ESG concepts and best practices for stakeholders and investors to consider moving forward..…more

Best Practices, C-Corporation, Donor-Advised Funds (DAFs), Environmental Social & Governance (ESG), Investors

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Coinbase v. Bielski – SCOTUS Authorizes Automatic Stays Pending Decision of Arbitrability

In a recent 5-4 decision reversing the Ninth Circuit and settling a circuit split, the Supreme Court of the United States in Coinbase v. Bielski held that a district court must stay its proceedings while an interlocutory appeal…more

Appeals, Arbitration, Automatic Stay, Class Action, Coinbase

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OFAC Extends Recordkeeping Requirements from Five to 10 Years; Issues Paperwork Reduction Act Request for Comments

On September 11, 2024, OFAC announced its Interim Final Rule to Extend Recordkeeping Requirements from Five to 10 Years. The Interim Final Rule (IFR) was published in the Federal Register on September 13, 2024. Public comments…more

CFIUS, Corporate Counsel, Cuba, Export Controls, Interim Final Rules (IFR)

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Los Angeles County Voters Passed a Parcel Tax to Fund Water Capture Projects – What You Should Know

This past November, residents of the County of Los Angeles passed Measure W, a parcel tax of 2.5 cents per square foot of impermeable land meant to fund projects to improve stormwater capture, flood control, and prevent ocean…more

Environmental Policies, Flood Control, Parcel Tax, Storm Water, Water Pollution

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Federal Agencies Announce Ramp-Up of Redlining Enforcement

The Department of Justice (DOJ) joined other federal agencies in announcing an increased focus on fair lending issues. On October 22, 2021, DOJ announced a new initiative to crack down on “modern-day” redlining. DOJ is…more

Artificial Intelligence, Banking Sector, Consumer Financial Protection Bureau (CFPB), Department of Justice (DOJ), ECOA

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DOJ Rages Against the Machine: The Feds and Several States Accuse RealPage of Helping Landlords Collude and Monopolizing Multifamily Revenue Management Software Market

After more than a year of scrutiny and commenting on lawsuits brought by others, the Department of Justice (“DOJ”) finally entered the algorithmic price-fixing fray in its own right. On August 23, 2024, DOJ, along with eight…more

Algorithms, Collusion, Data Collection, Data-Sharing, Department of Justice (DOJ)

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Financial Services Report – Winter 2020

Happy post-election, post-socially-distanced Thanksgiving, and pre-New Year’s newsletter. Banks, non-banks, and FinTechs can look forward to eight days of announcements from the Biden transition team with their latkes and jelly…more

Arbitration, Banking Sector, Bitcoin, BSA/AML, Consumer Financial Protection Bureau (CFPB)

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When the Right “Accrues”: Corner Post Extends the Statute of Limitations under the Administrative Procedure Act

On July 1, 2024, the U.S. Supreme Court issued a decision in Corner Post, Inc. v. Board of Governors of the Federal Reserve System, holding that an Administrative Procedure Act (APA) claim does not accrue for purposes of the…more

Administrative Procedure Act, Chevron Deference, Corner Post Inc v Board of Governors of the Federal Reserve System, Federal Reserve, Financial Institutions

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2014 Insider Trading Annual Review

Overview of Insider Training Law - “Insider trading” is an ambiguous and overinclusive term. Trading by insiders includes both legal and illegal conduct. The legal version occurs when certain corporate insiders – including…more

Enforcement, Enforcement Actions, Illegal Tipping, Insider Trading, Material Misstatements

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Top 10 International Anti-Corruption Developments For May 2021

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Anti-Corruption, Bribery, Corporate Counsel, DAPA, Deferred Prosecution Agreements

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Illumina Grail: European Court Limits Commission Jurisdictional Reach in Merger Cases

The European Court of Justice (the ECJ), the EU’s highest court, has fully rejected the European Commission’s (the Commission) policy of interpreting Article 22 of the EU Merger Regulation (EUMR)[1] in a way that would allow the…more

EU, EUMR, European Court of Justice (ECJ), Jurisdiction, Member State

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Top 10 International Anti-Corruption Developments for June 2019

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Anti-Corruption, Bribery, Corporate Counsel, Corruption, Department of Justice (DOJ)

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U.S. Supreme Court Abolishes the Presumption of Prudence in ERISA Stock Drop Cases

A recurring scenario in ERISA litigation involves claims against fiduciaries of 401(k) retirement plans who are alleged to have breached their fiduciary duty by failing to discontinue investment in employer stock following a…more

401k, Employee Benefits, Employee Retirement Income Security Act (ERISA), Fiduciary Duty, FIfth Third Bancorp v Dudenhoeffer

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Q3 2024: Quarterly Cartel Catch-Up

Despite the summer doldrums, cartel enforcers around the world had several notable enforcement actions and, perhaps more importantly, signaled a busy fall and winter. In the United States, the Department of Justice’s Antitrust…more

Algorithms, Antitrust Division, Antitrust Violations, Belgian Competition Authority, Bid Rigging

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Competition Law: U.S. DOT Issues Request for Information Regarding Potentially Unfair Business Practices

On Tuesday, October 18, 2016, the White House and the United States Department of Transportation (DOT or the “Department”) announced a suite of actions to enhance protections for consumers who travel by air. While almost all of…more

Airline Passengers, Aviation Industry, Department of Transportation (DOT), Request For Information, Unfair or Deceptive Trade Practices

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Certification by Statistics: U.S. Supreme Court Upholds Use of Statistical Sampling in Tyson Foods Employment Class Action

Yesterday, the U.S. Supreme Court issued a 6-2 decision affirming a $2.9 million judgment against Tyson Foods, Inc. in an employment overtime pay case where statistical sampling was used to establish classwide liability and…more

Admissible Evidence, Calculation of Damages, Class Action, Class Certification, Class Members

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Investment Management Legal + Regulatory Update - July 2015

The 2016 compliance dates for new rules included in the SEC’s money market fund reforms are fast approaching. Among other things, the reforms include changes to stress-testing requirements, disclosure requirements, net asset…more

Disclosure Requirements, Liquidity, Money Market Funds, NAV, Regulatory Agenda

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SEC Flags Deficiencies in Investment Adviser MNPI Compliance Practices

On April 26, 2022, the SEC’s Division of Examinations (“EXAMS”) issued a risk alert flagging certain notable deficiencies that it has observed related to advisers’ potential misuse of material non-public information (MNPI) in…more

Chief Compliance Officers, Compliance, Global Code of Ethics, Investment Adviser, Investment Advisers Act of 1940

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Barron v. Helbiz Inc.: A Rare Mixture Of An ICO, Morrison, And State Law Claims

Pending before the Second Circuit is a unique (and apparently sua sponte) application of the jurisdictional test announced by the Supreme Court in Morrison v. Nat’l Australia Bank Ltd., to dismiss non-securities state law claims…more

Breach of Contract, Cryptocurrency, Extraterritoriality Rules, Initial Coin Offering (ICOs), Investment Contract

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Socially Aware - Volume 6, Issue 1 - January/February 2015

In This Issue: - Good Rep: Social Media Assets in M&A Transactions - Narrow Vision: Did Anti-Glass Hysteria Contribute to the Demise of Google Glass? - Forced to Cyber-Spy: Court Rules Parents Can Be Held…more

Business Assets, Cloud Computing, Contract Negotiations, Facebook, Federal Trade Commission (FTC)

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Quarterly Cartel Catch-Up: 2024 Mid-Year Global Review

At the mid-year point, 2024 is shaping up to be an eventful year in cartel enforcement. In the United States, the U.S. Department of Justice (DOJ)’s Antitrust Division (Division) enjoyed two significant victories and finally…more

Algorithms, Antitrust Division, Antitrust Violations, Artificial Intelligence, Bid Rigging

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Protecting Tax Assets – Considering an NOL Rights Plan - UPDATED

A corporation’s net operating losses (NOLs)are important assets that can be used to reduce future taxable income. But certain changes in a corporation’s ownership can significantly reduce the value of those NOLs…more

Beneficial Owner, Change of Ownership, Corporate Taxes, Internal Revenue Code (IRC), Investors

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The Second Circuit Second Guesses Not Disclosing a Pending SEC Investigation

Determining whether and when to disclose an SEC investigation is a challenging judgment call for many public companies. This decision often turns on many factors, including the nature, scope, stage, and subject matter of the…more

Corporate Counsel, Duty to Disclose, Failure To Disclose, Investigations, Securities and Exchange Commission (SEC)

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Top 10 International Anti-Corruption Developments For November 2020

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Anti-Bribery, Anti-Corruption, Brazil, Bribery, China

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Tips for Reducing Lender Liability Risk When Dealing with Distressed Commercial Real Estate Loans (Part 2)

A number of factors have combined to cause an almost “perfect storm” for commercial real estate distress. The COVID-19 pandemic led to a rise in remote and hybrid work, increasing vacancy rates and decreasing property values…more

Attorney-Client Privilege, Commercial Loans, Commercial Real Estate Market, Coronavirus/COVID-19, Financial Adviser

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All Your Sale Are Belong to Us - Mitigating IP and Payments Risk in In-Game Economies

The digital age has ushered in innovative forms of entertainment and commerce, including through the development of in-game economies. In recent years, the digital landscape of gaming has expanded beyond mere entertainment,…more

Anti-Money Laundering, App Developers, Bank Secrecy Act, Consumer Financial Protection Bureau (CFPB), Contractual Safeguards

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Reminder: Information Statements Due by February 1, 2016, for 2015 Incentive Stock Option and Employee Stock Purchase Plan Transactions; IRS Filings Also Required

This is a reminder to public and private companies that grant incentive stock options (“ISOs”) or maintain a taxadvantaged employee stock purchase plan (“ESPP”). Under IRS regulations, these companies must provide information…more

Employee Stock Purchase Plans, Filing Requirements, Incentive Stock Options, Information Statements, IRS

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MoFo New York Tax Insights - Volume 4, Issue 1 - January 2013

In This Issue: Court of Appeals Reverses Appellate Division, Holds that EchoStar’s Equipment Purchases Qualified as Sales for Resale; Appellate Court Holds Electronic Messaging Services Subject to Sales Tax; ALJ Finds…more

Administrative Law Judge (ALJ), Appeals, Domicile, Innocent Spouse Exception, Retail Market

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Another Fine Mess U’ve Gotten Me Into: When Buying a Syndicated Loan Triggers Registration Under Regulation U

Regulation U, promulgated by the Federal Reserve Board (the “Board”), governs extensions of credit by entities other than broker-dealers that are secured by “margin stock.” Most large syndicated commercial loans do not involve…more

Broker-Dealer, Federal Reserve, Financial Services Industry, Financial Transactions, Loans

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ONEOK, Inc. v. Learjet, Inc.: The Supreme Court Holds that Natural Gas Jurisdictional Sellers are Subject to State Antitrust Claims

On April 21, 2015, the Supreme Court issued its much-anticipated decision in ONEOK Inc. v. Learjet, Inc. addressing the extent to which the Natural Gas Act (“NGA”) preempts state antitrust claims brought against jurisdictional…more

Antitrust Litigation, FERC, Natural Gas, Oil & Gas, Oil Prices

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SEC Targets "AI Washing" With Two New Settled Cases

On March 18, 2024, the SEC announced—in videos posted on YouTube and Twitter—regulatory actions against two investment advisers for “AI washing,” a practice defined by the SEC as “making false artificial intelligence-related…more

Anti-Fraud Provisions, Artificial Intelligence, Enforcement, Environmental Social & Governance (ESG), Financial Industry Regulatory Authority (FINRA)

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Maximizing Protection of Attorney-Client Privilege in Germany

The Diesel-gate scandal has now affected attorney-client privilege in Germany. Several German courts approved a search of international law firm Jones Day’s premises in Germany and the seizure of attorney-client communication…more

Attorney-Client Privilege, Germany

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Line In The Sand: OCC Issues Final Rule Adopting Bright-Line “True Lender” Standard

Capping off months of proposed rules and settlements addressing marketplace lending issues, on October 27, 2020, the Office of the Comptroller of the Currency (OCC) finalized a rule specifying that a national bank or federal…more

Attorney General, CRA, Dodd-Frank, Final Rules, GAO

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Taxpayers Achieve Administrative Procedure Act Victories

Two recent federal district court decisions evaluated whether the process historically utilized by the Department of Treasury and the Internal Revenue Service (“IRS”) to issue guidance satisfied the requirements of the…more

Administrative Procedure Act, Arbitrary and Capricious, Foreign Corporations, GILTI tax, Internal Revenue Code (IRC)

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SAFE Liberalizes Foreign Exchange Rules … Or Not? -- Two recent circulars from China's foreign exchange regulator represent a welcome move towards streamlined forex transactions

Is the State Administration of Foreign Exchange (“SAFE”) finally loosening its grip on foreign exchange transactions? Not exactly - the baseline principle of control and scrutiny over the flows of money into and out of China…more

China, Foreign Exchanges, SAFE, Securities

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IP Protection Post-Brexit: A Right-by-Right Analysis

The United Kingdom is set to leave the European Union on 29 March 2019 (“Exit Date”). With Brexit fast approaching, on 25 November 2018 the EU and the UK announced their consensus on a withdrawal agreement that sets out the…more

Corporate Counsel, EU, Intellectual Property Protection, Member State, Patents

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This Week at The Ninth: PJ

This week, the Ninth Circuit clarifies personal jurisdiction doctrine in the context of a defamation suit between a nonresident plaintiff and out-of-state defendants. BURRI LAW PA v. SKURLA - The Court vacates the…more

Defamation, Due Process, Forum, Minimum Contacts, Motion to Dismiss

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Update On Japanese Payment Service Regulations - Draft Amendments Have Been Published For The Regulations And Guidelines Implementing Amendments To The Payment Services Act

I. On June 5, 2020, the Diet of Japan adopted several amendments to the Payment Services Act (Act No. 59 of June 24, 2009) (the “PSA”). The amendments include reforms of the licensing/registration system for fund transfer…more

FSA, Fund Transfers, Japan, New Amendments, PSA

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Top 10 International Anti-Corruption Developments For February 2020

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Anti-Corruption, Bribery, Compliance, Corporate Counsel, Corruption

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FDIC Proposes to Walk Back Key Aspects of the Brokered Deposits Rule

On July 30, 2024, the Federal Deposit Insurance Corporation (FDIC) issued a proposed rule that would unwind and considerably revise parts of the FDIC’s 2020 final rule governing brokered deposits (the “Proposed Rule”). The…more

Brokered Deposits, FDIC, Federal Deposit Insurance Act, Financial Services Industry, FinTech

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CFPB Issues Guidance on Digital Mortgage Shopping Platforms

On February 7, 2023, the Consumer Financial Protection Bureau (CFPB) issued an advisory opinion (Opinion) regarding online mortgage shopping platforms and mobile apps. It clarifies that digital mortgage comparison-shopping…more

Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Mobile Apps, Mortgage Servicers, Mortgages

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FinCEN Expands its Reach with Final Rules for Investment Advisers and the Residential Real Estate Sector

Key Takeaways - •FinCEN has issued two new final rules to significantly expand regulation around certain investment adviser and residential real estate sectors to combat illicit finance in these areas. These highly anticipated…more

Anti-Money Laundering, Bank Secrecy Act, BSA/AML, Financial Crimes, FinCEN

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OFAC Issues Omnibus Accounts Enforcement Case Involving Russia and Other Sanctions Programs

On March 14, 2024, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) announced its first enforcement case of the year and its first ever involving dealings with a Russian designated for sanctions…more

Corporate Counsel, Cuban Assets Control Regulations (CACR), Due Diligence, Economic Sanctions, Enforcement

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MoFo IP Newsletter - July 2017

Supreme Court Hits Reset on Patent Venue Law in TC Heartland - In the recent TC Heartland LLC v. Kraft Foods Group Brands LLC decision, the Supreme Court reversed nearly thirty years of patent venue law and held that a…more

Disparagement, First Amendment, Forum Shopping, Free Speech, Patent Exhaustion

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Socially Aware: Fake Reviews, Real Rulings, And An Epic Fail

The Federal Trade Commission’s new rules banning phony online reviews are now in effect. These rules aim to curb false consumer testimonials, the buying of fake reviews from brokers, review suppression, falsifying social media…more

Bankruptcy Trustees, Chapter 11, Defamation, En Banc Review, Fake Reviews

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Quarterly Cartel Catch-Up: Recent Developments in Criminal Antitrust for Busy Corporate Counsel - July 2019

Below, we summarize significant cartel enforcement developments from U.S. and other antitrust enforcers in recent months, including the significant change to longstanding policy by the Department of Justice (DOJ) Antitrust…more

Anti-Competitive, Antitrust Division, Antitrust Litigation, Bid Rigging, Cartels

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The UK’s Serious Fraud Office Under Nick Ephgrave – One to Watch at Home and Away

On 13 February 2024, Nick Ephgrave gave his inaugural public speech as the new Director of the UK’s Serious Fraud Office (SFO). With a background in law enforcement, including as assistant commissioner of the Metropolitan Police…more

Corporate Transparency Act, Financial Conduct Authority (FCA), Financial Crimes, Incentives, National Crime Agency (NCA)

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The End of SEC Administrative Proceedings? The Supreme Court’s Jarkesy Decision Prohibits the Agency’s Use of ALJs in Enforcement Actions Seeking Civil Penalties

On June 27, 2024, the Supreme Court decided in SEC v. Jarkesy that where the Securities and Exchange Commission (“SEC”) brings enforcement actions for civil penalties, it must do so in the federal courts, as opposed to before…more

Administrative Authority, Administrative Law Judge (ALJ), Administrative Proceedings, Civil Monetary Penalty, Constitutional Challenges

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Update: Federal Judge In D.C. Sets Aside The CDC Nationwide Eviction Moratorium

On May 5, 2021, Federal District Judge Dabney Friedrich vacated the Center for Disease Control and Prevention (CDC) nationwide moratorium on residential evictions (the “Order”), which the CDC had recently extended beyond its…more

Centers for Disease Control and Prevention (CDC), Coronavirus/COVID-19, Eviction, Federal Judiciary, Lack of Authority

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Top 10 International Anti-Corruption Developments For September 2020

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Anti-Corruption, Brazil, Bribery, Deferred Prosecution Agreements, Department of Justice (DOJ)

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Passing On Preemption: Ninth Circuit Holds That California’s Sherman Law Is Not Impliedly Preempted

While it rarely rules on questions of preemption, the Ninth Circuit took an even rarer step on July 1, 2024 when it took up the question of whether private parties can seek to enforce the provisions of California’s Sherman Law…more

Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Food Labeling, Preemption, Private Right of Action

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Recent China Development – Outbound Investment in Renminbi

BACKGROUND - Due to the recent strong desire to convert Renminbi (“RMB”) funds into foreign currency and remit foreign currency amounts outside of China (“China” or the “PRC”, which excludes Hong Kong, Macau and Taiwan for…more

China, Currency Exchange, Foreign Currency, Foreign Investment, Outbound Transactions

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[Webinar] China’s PIPL One Year On: What You Need to Know Now - September 27th - 29th, 9:00 am - 10:00 am EDT

We are kicking off Cybersecurity Month early with a masterclass on China’s Personal Information Protection Law (“PIPL”). The PIPL was issued on August 20 and came into effect on November 1, 2021. A year later, PIPL remains a…more

China, Continuing Legal Education, Cybersecurity, Data Privacy, Data Protection

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Don’t Cry Over Spilled Milk: Federal Circuit Finds Milk Vitamin Patent Invalid

In ChromaDex Inc. v. Elysium Health Inc., the Federal Circuit found U.S. Patent No. 8,197,807 (the “’807 patent”), which is directed to a dietary supplement comprising an isolated vitamin, invalid for lack of subject matter…more

Dietary Supplements, Life Sciences, Patent Infringement, Patent Litigation, Patent-Eligible Subject Matter

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The Impact Of COVID-19 In Latin America – Part 2

The COVID-19 pandemic arrived in Latin America during the midst of broad-ranging political and economic crises involving mounting debt burdens, social unrest, falling oil and commodity prices and currency devaluations. On…more

Argentina, Coronavirus/COVID-19, Ecuador, Financial Stimulus, Infectious Diseases

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Nomination of a New Chairman at the CPSC

With the start of the new year, President Trump again nominated Republican Ann Marie Buerkle to chair the U.S. Consumer Product Safety Commission (CPSC). Her expected confirmation will continue to push the CPSC in a more…more

Consumer Product Safety Commission (CPSC), Nominations, Trump Administration

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Biden Administration Proposes Novel Use Of Price As Justification For Agency Exercise Of March-In Rights For Government-Funded Inventions

Presented as part of its effort to lower what it views as excessive prices for prescription drugs, the Biden administration on December 7, 2023, announced the release of a proposed framework to expand the use of government…more

Bayh-Dole Act, Biden Administration, Drug Pricing, Executive Orders, Federal Funding

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What is a RAND Licensing Rate? The Ninth Circuit Weighs in.

July has just ended, and SEP and FRAND issues are in the air. On July 8, the Japan Fair Trade Commission (JFTC) sought public comments on its proposed amendments to its Guidelines for the Use of Intellectual Property under the…more

Appeals, Breach of Contract, Damages, FRAND, Good Faith

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IP Newsletter - July 2015

In This Issue: - En Banc Federal Circuit Abandons “Strong” Presumption That a Limitation Is Not Subject to 35 U.S.C. § 112, Paragraph 6 - Supreme Court Rejects Belief of Invalidity Defense for Inducement in Commil…more

Cisco v CommilUSA, EU, European Patent Convention, European Patent Office, First Amendment

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OCC Permits National Banks And Federal Savings Associations To Use Independent Node Verification Networks And Stablecoins For Payment Activities

As part of the Office of the Comptroller of the Currency’s (OCC) declared effort to keep pace with a mounting demand for faster, cheaper, and more efficient payments, and the widespread adoption of new technologies, the agency’s…more

Anti-Money Laundering, Banks, Blockchain, Comptroller, Cryptocurrency

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Update Capital Market Law: News About The Virtual General Meeting

The first season of virtual general meetings is over and the next one is imminent due to the ongoing COVID-19 pandemic. The legislature has taken this as an opportunity to not only extend the set of instruments created at the…more

Capital Markets, Coronavirus/COVID-19, Germany, Shareholders, Virtual Meetings

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Good News for Employers: Texas Court Blocks FTC’s Nationwide Non-Compete Ban

On August 20, 2024, a judge in the U.S. District Court for the Northern District of Texas granted a nationwide injunction against the Federal Trade Commission’s (“FTC’s”) rule banning non-competes with employees (the “Rule”). …more

Arbitrary and Capricious, Employment Contract, Federal Bans, Federal Trade Commission (FTC), FTC Act

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Electric Vehicle Risks: New Focus of Regulators

The use of electric vehicles (EVs) and micromobility devices (EMDs), e.g., electric scooters, electric bikes, and hoverboards, is on the rise and the accompanying potential risks of EVs and EMDs have become a new area of focus…more

Artificial Intelligence, Connected Cars, Consumer Product Safety Commission (CPSC), Cybersecurity, Department of Justice (DOJ)

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Unique Considerations for Lending to a Delaware Public Benefit Corporation

In 2013, following in the footsteps of California, Delaware introduced a new corporate form that could be chosen by companies organized under its state law – the public benefit corporation (PBC). This type of corporation is…more

Benefit Corporations, C-Corporation, Corporate Governance, For-Profit Corporations, Lenders

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Q3 2024: Quarterly Cartel Catch-Up

Despite the summer doldrums, cartel enforcers around the world had several notable enforcement actions and, perhaps more importantly, signaled a busy fall and winter. In the United States, the Department of Justice’s Antitrust…more

Algorithms, Antitrust Division, Antitrust Violations, Belgian Competition Authority, Bid Rigging

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DOJ Rages Against the Machine: The Feds and Several States Accuse RealPage of Helping Landlords Collude and Monopolizing Multifamily Revenue Management Software Market

After more than a year of scrutiny and commenting on lawsuits brought by others, the Department of Justice (“DOJ”) finally entered the algorithmic price-fixing fray in its own right. On August 23, 2024, DOJ, along with eight…more

Algorithms, Collusion, Data Collection, Data-Sharing, Department of Justice (DOJ)

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Illumina Grail: European Court Limits Commission Jurisdictional Reach in Merger Cases

The European Court of Justice (the ECJ), the EU’s highest court, has fully rejected the European Commission’s (the Commission) policy of interpreting Article 22 of the EU Merger Regulation (EUMR)[1] in a way that would allow the…more

EU, EUMR, European Court of Justice (ECJ), Jurisdiction, Member State

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EPA’s New Draft Hazardous Waste Rules Promote Flexibility, but Devil is in the Details

On August 31, 2015, EPA released two proposed hazardous waste rules under the Resource Conservation and Recovery Act (RCRA) that will be soon be available for public comment after they are published in the Federal Register. One…more

Comment Period, Environmental Protection Agency (EPA), Hazardous Waste, Healthcare Facilities, Hospitals

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U.S. Authorizes Secondary Sanctions on Banks Supporting Russia’s Military-Industrial Base

After two years of aggressive sanctions against Russia for its ongoing war in Ukraine, the United States has broadly expanded those sanctions to threaten foreign financial institutions (FFIs) that support Russia’s…more

Economic Sanctions, Executive Orders, Foreign Financial Institutions (FFI), General Licenses, Office of Foreign Assets Control (OFAC)

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State + Local Tax Insights: Spring Issue 2019

IMPORTANT SALT CONSIDERATIONS IN M&A: ARE YOU EXPOSED FOR SALT? - Right now, we are seeing a lot of deal activity. 2018 was the third busiest year ever for mergers and acquisitions (“M&A”), with more than $3.8 trillion in…more

Acquisitions, Income Taxes, Local Taxes, Mergers, Realty Transfer Taxes

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Bid Protest Spotlight: Mapping, Jurisdiction, Incumbency

The first decision, Kearney & Co. v. U.S., explores the ability of contractors to use labor mapping to bridge differences between an agency's stated needs and a contractor's offerings under its U.S. General Services…more

Bid Protests, Bid Solicitation, COFC, Competition, Federal Contractors

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COVID-19: Liquidity Issues And Debt Incurrence Capacity In High Yield Bonds

As the world continues to adapt to the COVID-19 pandemic and its effects on humanity as well as economics and finance, market participants are increasingly focused on potential liquidity issues and debt incurrence capacity of…more

Bond Issuers, Coronavirus/COVID-19, High Yield Bonds, Leveraged Finance, Liquidity

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Key Updates for UK Employers: A Look Through to the End of 2023 and Beyond

The regulatory landscape for UK employers has evolved significantly over the second half of 2023. New legislation is in force or is due to come into force over the next 12 months, covering a variety of employment-related issues…more

Bonuses, Corporate Counsel, Criminal Records, Diversity, Employer Liability Issues

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FinCEN Expands its Reach with Final Rules for Investment Advisers and the Residential Real Estate Sector

Key Takeaways - •FinCEN has issued two new final rules to significantly expand regulation around certain investment adviser and residential real estate sectors to combat illicit finance in these areas. These highly anticipated…more

Anti-Money Laundering, Bank Secrecy Act, BSA/AML, Financial Crimes, FinCEN

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The UK Double Tax Treaty Passport Scheme – Changes for the UK Loan Market

The UK Double Tax Treaty Passport (“DTTP”) scheme has recently been extended by HM Revenue & Customs (“HMRC”) to allow both non-corporate borrowers and lenders to enjoy the benefits of the scheme. The aim of the amendments is to…more

Corporate Taxes, Double Taxation, HMRC, Tax Treaty, UK

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OCC Issues Guidance on Venture Lending

On November 1, 2023, the Office of the Comptroller of the Currency (OCC) issued detailed guidance (the Bulletin) to national banks and federal savings associations addressing risk management standards and safe and sound lending…more

Borrowers, Debt, Financial Institutions, Governance Standards, High Risk Financial Products

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Getting the Deal Done - China, Semiconductors, and CFIUS

Investing in U.S. semiconductor sector companies has become an increasingly challenging task for Chinese investors as the interagency Committee on Foreign Investment in the United States—better known as CFIUS—has increased its…more

Acquisitions, CFIUS, China, Foreign Investment

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MoFo Provides Legal Support To Ukrainian Refugees In The United States

MoFo is committed to supporting those in need through our pro bono efforts. On July 2, 2024, our Washington, D.C. office demonstrated this commitment by assisting 18 Ukrainian refugees in their quest to stay in the United States…more

Client Services, Humanitarian Assistance, Law Firm Associates, Parole, Pro Bono

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A New Era for Japanese M&A? Fresh Guidelines from Key Japanese Government Agency Seek to Stimulate Corporate Value Creation through Development of Fair M&A Market

Draft of New Guidelines Published. On June 8, 2023, the Ministry of Economy, Trade, and Industry (“METI”), a Japanese government agency tasked with promoting economic vitality in the private sector,[1] published (in draft form)…more

Countermeasures, Intent, Japan, METI, Shareholders

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CARES Act Limits On Employee Compensation

The Coronavirus Aid, Relief, and Economic Security (CARES) Act, which was signed into law by President Trump today, provides emergency aid to businesses, families and individuals affected by the COVID-19 pandemic. Any…more

CARES Act, Coronavirus/COVID-19, Paycheck Protection Program (PPP), Relief Measures, SBA

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Proposed “Inflation Reduction Act” Could Significantly Curtail Carried Interest Tax Benefits

On July 27, 2022, Senate Majority Leader Chuck Schumer and Senator Joe Manchin announced their agreement on proposed legislation (the “Inflation Reduction Act of 2022” or “Act”) that is expected to be considered by the Senate…more

Capital Gains, Carried Interest, Fund Managers, Holding Periods, Internal Revenue Code (IRC)

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Q3 2024: Quarterly Cartel Catch-Up

Despite the summer doldrums, cartel enforcers around the world had several notable enforcement actions and, perhaps more importantly, signaled a busy fall and winter. In the United States, the Department of Justice’s Antitrust…more

Algorithms, Antitrust Division, Antitrust Violations, Belgian Competition Authority, Bid Rigging

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M&A in 2022 and Trends for 2023

Following a year of unprecedented M&A deal activity, 2022 saw the global M&A market settle back into a more familiar pace. The year finished 38.8% lower than 2021’s record level, but only 9.3% lower than 2015-2019 averages, and…more

Acquisitions, Antitrust Division, CFIUS, Competition, Department of Justice (DOJ)

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How the Federal Circuit (and Its Judges) Fare at the Supreme Court

How well do Federal Circuit decisions hold up at the Supreme Court? And which Federal Circuit judges have their votes most often affirmed? With the new Supreme Court term around the corner, we dove into a decade’s worth of data…more

Corporate Counsel, Judges, Jurisdiction, Reversal, SCOTUS

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Last Week In The Federal Circuit (July 10 – July 14): An Applicant Gets Grilled On The Original Patent Requirement

With summer in full swing, it’s the perfect time to hang out in the pool and grill some burgers. Our case of the week involves an invention for doing both of those activities at the same time—and provides some insight on when…more

Intellectual Property Protection, Patent Infringement, Patent Litigation, Patents

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Under Lock And Key – Private Sales May Not Qualify As Public Disclosure

Recently, the Federal Circuit affirmed a PTAB decision finding that a private sale of a product did not constitute a public disclosure by the inventor of the product. The Leahy-Smith America Invents Act provides exceptions for…more

Inter Partes Review (IPR) Proceeding, Inventions, Patent Trial and Appeal Board, Patents, Prior Art

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Status Of Bay Area Jury Trials

On Thursday, May 7, the American Board of Trial Advocates sponsored a discussion with the presiding judges from five Bay Area counties: San Francisco, San Mateo, Contra Costa, Alameda, and Santa Clara. The panel addressed the…more

Civil Claims, Coronavirus/COVID-19, Infectious Diseases, Public Health, Remote Hearings

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SEC To LBRY: “You’re Overdue.” Recent Enforcement Action Highlights Evolving SEC Focus On Decentralization

“Decentralization” is a concept that has consistently vexed the entire blockchain-enabled ecosystem in the U.S., including its counsel and regulators, wherein a lack of clarity on the exact definition of decentralization has…more

Bitcoin, Blockchain, Cryptocurrency, Decentralized Finance (DeFi), Enforcement Actions

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FAA Announces Drone Registration, but Legal Challenges Loom

[Note: In light of the FAA’s announcement of the drone registry, we’ve revisited our recent analysis of its authority to require registration.] On December 14, 2015, the FAA issued the much-anticipated “Registration and…more

Administrative Procedure Act, Airspace, Drones, Federal Aviation Administration (FAA), Interim Rule

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Developments in Unitranche Financing (2016)

The increasing use of unitranche financing, both domestically and abroad, has created new opportunities for middle market loan participants. However, lenders must understand the legal issues and potential bankruptcy risks unique…more

363 Sales, Assignments, Bankruptcy Code, Buyouts, Collateral

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California Revises Draft Alternative Apportionment Regulation: Confidentiality Waiver Remains

The California Franchise Tax Board (“FTB”) recently issued a revised draft regulation regarding the procedures for a taxpayer to petition for alternative apportionment under section 25137(d), title 18 of the California Code of…more

Apportionment, Confidential Information, Franchise Tax Board, Local Taxes, State Taxes

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Antitrust Filing Obligations In The Time Of COVID-19 And Financial Distress

The spread of COVID-19 has already taken a significant toll on the health of individuals and economies across the globe. While governments are using fiscal and monetary policy tools in an effort to limit the impact on businesses…more

Antitrust Investigations, Antitrust Litigation, Bankruptcy Code, Business Disruption, Business Losses

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Up and Running – Treasury Publishes Final Rules for Outbound Investment Security Program

Following years of development, on October 28, 2024, the U.S. Department of the Treasury published a final rule establishing its outbound investment security program (Final Rule). The new regime prohibits certain outbound…more

Artificial Intelligence, China, Executive Authority, Final Rules, Foreign Investment

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Kick-Starting Deployment of Clean Hydrogen in the United States – The Bipartisan Infrastructure Law

In 2021, we witnessed a number of important developments in the future role of hydrogen as part of the United States’ energy transition pathway. President Biden has empowered the secretary of energy, through new legislation and…more

Carbon Capture and Sequestration, Carbon Emissions, Clean Energy, Critical Infrastructure Sectors, Department of Energy (DOE)

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Japanese Government and Industry Members Signal Commitment to Growth of Web3 Businesses

A recent proposal issued by Japan’s ruling Liberal Democratic Party, along with various other current private- and public-sector initiatives, signals a strong interest in promoting investment in and the growth of an…more

Cryptocurrency, Decentralized Autonomous Organization (DAO), Emerging Technology Companies, Investment, Non-Fungible Tokens (NFTs)

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Ninth Circuit Holds Plaintiffs Not Entitled To Equitable Restitution Under UCL/CLRA If Adequate Remedy At Law Is Available

Earlier this month, the Ninth Circuit held that state law cannot expand or confine a federal court’s power to issue equitable restitution because federal courts are bound by traditional equitable principles, which require, among…more

Class Action, CLRA, Equitable Relief, False Advertising, Jury Trial

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UK Introduces New Global Anti-Corruption Sanctions Regime

On 26 April 2021, the UK’s first sanctions under the Global Anti-Corruption Sanctions Regulations 2021 (SI 2021/488) (“the Regulations”) came into force. The Regulations are made under the Sanctions and Anti-Money Laundering Act…more

Anti-Corruption, Anti-Money Laundering, Bribery, Corporate Counsel, Drug Trafficking

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Copyright Office Denies Claim to Copyright in Generative AI Images

The U.S. Copyright Office has denied an attempt to register copyright in images created using the Midjourney generative AI tool. The reasoning of its decision sharply limits the potential paths to receiving copyright in images…more

Artificial Intelligence, Authorship, Copyright, Copyright Infringement, Copyright Registration

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The EEOC Issues Pregnant Workers Fairness Act Final Regulations, Expanding Federal Protections for Covered Employees and Applicants

On April 15, 2024, the U.S. Equal Employment Opportunity Commission (the EEOC) published its final Pregnant Workers Fairness Act (PWFA) regulation requiring covered employers to provide qualifying employees and applicants…more

Americans with Disabilities Act (ADA), Civil Rights Act, Duty to Accommodate, Equal Employment Opportunity Commission (EEOC), New Legislation

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Basel Committee And IOSCO Suggest Delay In Final Implementation Phases Of Margin Requirements For Non-Centrally Cleared Derivatives

On 3 April 2020, the Basel Committee on Banking Supervision (BCBS) and the International Organization of Securities Commissions (IOSCO) announced that, due to the impact on the global financial system of the rapid spread of…more

Basel Committee on Banking Supervision (BCBS), Capital Markets, Coronavirus/COVID-19, Corporate Financing, IOSCO

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The End of SEC Administrative Proceedings? The Supreme Court’s Jarkesy Decision Prohibits the Agency’s Use of ALJs in Enforcement Actions Seeking Civil Penalties

On June 27, 2024, the Supreme Court decided in SEC v. Jarkesy that where the Securities and Exchange Commission (“SEC”) brings enforcement actions for civil penalties, it must do so in the federal courts, as opposed to before…more

Administrative Authority, Administrative Law Judge (ALJ), Administrative Proceedings, Civil Monetary Penalty, Constitutional Challenges

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Socially Aware: The Social Media Law Update Volume 7, Issue 2

Welcome to the newest issue of Socially Aware, our Burton Award winning guide to the law and business of social media. In this edition, we offer tips for a successful—and legal—advertising campaign; we examine a New York State…more

Advertising, B2C, Big Data, Digital Goods, Discovery

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The President’s “Infrastructure Plan” Has Been Revealed... But What Does It Really Mean?

Several weeks ago, the Trump Administration revealed its long-awaited plan for renewing US infrastructure with the release of its Legislative Outline for Rebuilding Infrastructure in America (“Outline”). Like many of you, we at…more

Airports, Buyouts, Compliance, Infrastructure, Private Equity

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Financing Options in the Alternative Protein Industry

This article is Part B of the fifth alert in our series of alerts focussed on the alternative protein industry. While Part A provided an overview of financing options in the industry, this Part B considers a variety of key…more

Bridge Loan, Convertible Notes, Funding, Loans, Popular

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Golden State Crackdown—Unpacking California’s Landmark Food Safety Act

This month, California Governor Gavin Newsom signed into law the California Food Safety Act—a bill targeted at enhancing food safety within California. The law bans the manufacture, sale, and distribution of four food additives…more

Additive Manufacturing, California, Food & Drug Regulations, Food and Drug Administration (FDA), Food Manufacturers

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European Digital Compliance: Key Digital Regulation & Compliance Developments - February 2024

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main digital regulatory and compliance…more

Artificial Intelligence, Child Pornography, Consumer Rights Directive, Copyright, Critical Infrastructure Sectors

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MoFo BioMeter, Volume 5, Issue 1

The full-year 2015 BioMeter paints the picture of a strong year for biotechnology, but deeper analysis shows a cautionary trend. The average BioMeter value for the entire year across all transactions reporting up-front payments…more

Biometric Information, Initial Public Offering (IPO), Life Sciences, Pharmaceutical Industry

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Antitrust Scrutiny Intensifies Around Private Equity Healthcare Transactions

On June 3, 2022, Andrew Forman, Deputy Assistant Attorney General of the United States Department of Justice Antitrust Division (DOJ) publicly stated that the DOJ is considering “enhancing antitrust enforcement around a variety…more

Acquisitions, Antitrust Division, Department of Justice (DOJ), Executive Orders, Federal Trade Commission (FTC)

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European Digital Compliance: Key Digital Regulation & Compliance Developments - October 2024

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Artificial Intelligence, Competition, Consumer Rights Directive, Deep Fake, Digital Platforms

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Hong Kong Arbitration Week Recap: Implications of PRC’s Evolving Data Protection Laws in International Arbitration

On the first day of Hong Kong Arbitration Week 2022, Morrison Foerster hosted a hybrid panel on “Implications of PRC’s Evolving Data Protection Laws on Disclosure and Participation of PRC Parties in International…more

Arbitration, Data Protection, Disclosure, Hong Kong, International Arbitration

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FDA Publishes Draft Guidance For Predetermined Change Control Plan For AI/ML-Enabled Device Software Functions

On April 3, 2023, FDA released the draft guidance titled “Marketing Submission Recommendations for a Predetermined Change Control Plan for Artificial Intelligence/Machine Learning (AI/ML)-Enabled Device Software Functions”…more

Algorithms, Artificial Intelligence, Food and Drug Administration (FDA), Machine Learning, Medical Devices

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In The Public Eye: USPTO Issues Report On AI

The USPTO recently released the report “Public Views on Artificial Intelligence and Intellectual Property Policy”. The report is part of the USPTO’s effort to engage with the innovation community and experts on AI and to promote…more

Algorithms, Artificial Intelligence, Patents, Trade Secrets, USPTO

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M&A in 2023 and Trends for 2024

M&A activity in 2023 was subdued, as dealmakers grappled with geopolitical tensions, inflation, rising interest rates, and increasing regulatory scrutiny, against a backdrop of general economic uncertainty. Challenges in the…more

Antitrust Division, Artificial Intelligence, Big Tech, California Consumer Privacy Act (CCPA), CFIUS

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MoFo IP Newsletter - October 2017

8 Ways To Avoid Inter Partes Review Estoppel - Inter partes review has become an enormously popular method of challenging patents. One important downside of filing for IPR, however, is that, if the petitioner loses, it faces…more

Estoppel, Inter Partes Review (IPR) Proceeding, International Trade Commission (ITC), Patent Litigation, Patents

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New COVID-19 Bill Provides Additional Bankruptcy Relief

On Sunday, December 27, 2020, President Trump signed into law the Consolidated Appropriations Act, which provides $900 billion in a second wave of economic stimulus relief for industries and individuals faced with challenges…more

Bankruptcy Code, CARES Act, Consolidated Appropriations Act (CAA), Coronavirus/COVID-19, SBA

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Federal Banking Agencies Adopt Climate-Related Financial Risks Guidance

On October 24, 2023, the Federal Reserve Board (FRB), the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency (together, the “Agencies”) released their final Principles for Climate-Related…more

Banks, Board of Directors, FBOs, FDIC, Federal Reserve

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Court Finds For Retailers In Denying Motion To Dismiss In COVID-19 Damages Suit Against Insurer

On April 27, 2020, five Missouri retailers filed a putative class action suit against their insurance provider, The Cincinnati Insurance Company, for breach of contract relating to the insurer’s denial of coverage under the…more

All-Risks Insurance, Business Income, Business Interruption, Class Action, Compensatory Damages

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Top 5 SEC Enforcement Developments for August 2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s case against crypto firm Kraken is permitted to…more

Collateralized Loan Obligations, Corporate Counsel, Cryptocurrency, Cyber Attacks, Cybersecurity

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Quarterly Cartel Catch-Up: Recent Developments in Criminal Antitrust for Busy Corporate Counsel - Q1 2022

Since the last edition of the QCC, there has been a series of dramatic developments in the criminal antitrust enforcement space in the U.S. from the Department of Justice’s Antitrust Division (Division)…more

Anti-Competitive, Antitrust Division, Antitrust Provisions, Antitrust Violations, Belgium

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SXSW Retrospective: Exploring Rewards and Risks of Multimodal AI with MoFo and OpenAI

At the 2024 South by Southwest Conference (SXSW) in Austin, Texas, MoFo Partner Justin Haan and OpenAI’s General Counsel Che Chang hosted a fireside chat about legal issues related to the development of multimodal AI. Their…more

Artificial Intelligence, Deep Fake, Innovative Technology, Machine Learning, Technology

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European Digital Compliance: Key Digital Regulation & Compliance Developments - July 2024

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Artificial Intelligence, Compliance, Corporate Counsel, Court of Justice of the European Union (CJEU), Digital Communications

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Buyer Beware: Third Circuit Confirms Claims are Subject to Disallowance Despite Sale to Third Party

The Third Circuit in In re KB Toys, Inc. recently affirmed a decision of the Delaware District Court, holding that trade claims are subject to disallowance under section 502(d) of the Bankruptcy Code despite their subsequent…more

Bankruptcy Code, Disallowance Defense

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DOJ Updates Monitor Selection Policy

Key Takeaways- •On March 1, 2023, the Assistant Attorney General (“AAG”) for the Criminal Division of the U.S. Department of Justice (“DOJ”), Kenneth A. Polite, Jr., issued a revised memorandum on the imposition and selection…more

Compliance Monitoring, Cooling-Off Rule, Corporate Monitoring, Department of Justice (DOJ), Diversity and Inclusion Standards (D&I)

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Coronavirus (COVID-19): Coronavirus-Related Insurance Litigation Has Already Begun

The coronavirus crisis has had a devastating impact on economic activity across a variety of sectors and geographic areas, and companies have already begun to look to their insurers for coverage of losses arising out of the…more

Business Interruption, Class Action, Coronavirus/COVID-19, D&O Insurance, Insurance Industry

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Top 5 SEC Developments for July 2023

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This…more

Anti-Money Laundering, Broker-Dealer, Corporate Counsel, Cryptoassets, Cyber Attacks

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Cases to Watch: Gilead Life Sciences v. Superior Court - October 2024

The Supreme Court of California is gearing up to decide an important question for the future of product liability law: Do drug manufacturers have a duty to innovate? In other words, does a manufacturer of a non-defective drug…more

CA Supreme Court, Food and Drug Administration (FDA), Generic Drugs, Innovator Liability, Life Sciences

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International Arbitration Update: Supreme Court To Resolve Circuit Split Over Discovery In Aid Of Foreign-Seated Private Commercial Arbitrations

On March 22, 2021, the United States Supreme Court granted certiorari in Servotronics Inc. v. Rolls-Royce PLC, No. 20-794, to determine whether the discretion granted to district courts under 28 U.S.C. § 1782 (“Section 1782”) to…more

Appellate Courts, Certiorari, Commercial Arbitration, Discovery, Foreign Tribunals

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Amendments to Volcker Rule Regulations

On August 20, 2019, the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation (“FDIC”) approved a final rule (the “2019 Final Rule”) to amend the rules implementing Section 13 of the…more

Bank Holding Company Act, Consumer Protection Act, Dodd-Frank, FDIC, Financial Institutions

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Northern District of California: 101 Roundup

In April 2022, judges in the Northern District of California issued several interesting decisions on patent subject matter eligibility under 35 U.S.C. § 101. Two were decided on Rule 12(c) motions for judgment on the pleadings,…more

Alice/Mayo, Claim Construction, Inventions, Patent Litigation, Patent-Eligible Subject Matter

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Second Circuit Nixes Theory of Insider Trading on Confidential Government Agency Information

On December 27, 2022, in United States v. Blaszczak (“Blaszczak II”), the U.S. Court of Appeals for the Second Circuit called into question what constitutes “property” in cases of securities fraud, wire fraud and theft of…more

Centers for Medicare & Medicaid Services (CMS), Insider Trading, Kelly v United States, MNPI, SCOTUS

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Delaware Supreme Court Reverses Dismissals of Claims Against Directors and Emphasizes Duty to Make Proper Disclosures to Stockholders

A pair of recent decisions from the Delaware Supreme Court in connection with completed acquisitions of public companies emphasizes the importance of providing, before closing, proper disclosures to stockholders in order to…more

Acquisitions, Corporate Counsel, Corwin Doctrine, DE Supreme Court, Securities and Exchange Commission (SEC)

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Q&A: The Economic Crime and Corporate Transparency Act

Headlines- • The Economic Crime and Corporate Transparency Act (the “Act”) is part of a wide legislative package to prevent abuse of UK corporate structures and tackle economic crime and received Royal Assent on 26 October…more

CEOs, Corporate Crimes, Corporate Transparency Act, Criminal Liability, Failure to Prevent

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SEC Issues Amended Disclosure Rules, One Step Closer To Implementing The Holding Foreign Companies Accountable Act

On March 24, 2021, the U.S. Securities and Exchange Commission (“SEC”) issued rule amendments to implement submission and disclosure requirements mandated by the Holding Foreign Companies Accountable Act (“HFCAA” or “Act”). The…more

Audit Reports, Corporate Issuers, Disclosure Requirements, Enforcement, Foreign Corporations

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FinCEN Expands its Reach with Final Rules for Investment Advisers and the Residential Real Estate Sector

Key Takeaways - •FinCEN has issued two new final rules to significantly expand regulation around certain investment adviser and residential real estate sectors to combat illicit finance in these areas. These highly anticipated…more

Anti-Money Laundering, Bank Secrecy Act, BSA/AML, Financial Crimes, FinCEN

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Compliance For A Digital World: BSA/AML The New ABC's: Artificial Intelligence, Blockchain And How Each Complements The Other

Under the Bank Secrecy Act of 1970 (BSA), buoyed by the USA PATRIOT Act of 2001, the United States instituted a compliance regime where financial institutions are required to collaborate with the government in order to prevent…more

Anti-Money Laundering, Artificial Intelligence, BSA/AML, Financial Crimes, Popular

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FTC Issues Final Rule Banning Non-Competes

On April 23, 2024, the Federal Trade Commission (the “Commission”) voted to issue its final rule (the “Final Rule”) barring non-competes for most workers in the United States, with exceptions for non-competes entered into in the…more

Biden Administration, Chamber of Commerce, Executive Orders, Federal Register, Federal Trade Commission (FTC)

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A Formal Risk Assessment is Heading Your Way

On July 19, 2024, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the National Credit Union Administration, and the Office of the Comptroller of the Currency (the “Agencies”)…more

AML/CFT, Anti-Money Laundering, Anti-Terrorism Financing, Bank Secrecy Act, Board of Governors

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Per The California Supreme Court: PAGA Claims May Not Be Stricken On Manageability Grounds

The California Supreme Court has issued its opinion in Estrada v. Royalty Carpet Mills, Inc. (S274340, Jan. 18, 2024), resolving a split of authority regarding whether claims brought under the Private Attorneys General Act…more

CA Supreme Court, Employment Litigation, Private Attorneys General Act (PAGA), Wage and Hour

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S.D.N.Y.: Public Display Of Embedded Instagram Photo Does Not Infringe Copyright

A federal district court in New York held that a photographer failed to state a claim against digital-media website Mashable for copyright infringement of a photo that Mashable embedded on its website by using Instagram’s…more

APIs, Copyright, Copyright Infringement, Instagram, Terms of Use

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FINRA Updates Form For Private Placement Filings

In its March 2021 Regulatory Notice 21-10, FINRA announced that it has updated the form that FINRA members use to file offering documents and related information regarding their participation in private placements. See FINRA…more

Broker-Dealer, Financial Industry Regulatory Authority (FINRA), Offerings, Private Placements, Registration

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Tax Reform: Key Considerations for Real Estate Investment Trusts

On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act (the "Act") into law. Although the individual and collective impact of the Act may not be evident for some time, the Act is generally viewed by the real…more

Capital Markets, Corporate Taxes, Federal Taxes, Pass-Through Entities, REIT

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A New Era for Japanese M&A? Fresh Guidelines from Key Japanese Government Agency Seek to Stimulate Corporate Value Creation through Development of Fair M&A Market

Draft of New Guidelines Published. On June 8, 2023, the Ministry of Economy, Trade, and Industry (“METI”), a Japanese government agency tasked with promoting economic vitality in the private sector,[1] published (in draft form)…more

Countermeasures, Intent, Japan, METI, Shareholders

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Second Circuit Determines the Relevant Date for Determining a Chapter 15 Debtor’s “COMI”

A. INTRODUCTION - Courts in the Southern District of New York and elsewhere have issued conflicting decisions regarding the appropriate time period to consider in determining a foreign debtor’s “center of its main…more

Chapter 15, Foreign Defendants, Venue

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The White House Launches Interagency Strike Force Targeting Unfair and Illegal Pricing

As part of its whole-of-government effort to enforce the antitrust laws, the Biden administration recently launched a new interagency Strike Force on Unfair and Illegal Pricing (Strike Force), which will be co-chaired by the…more

Anticompetitive Behavior, Antitrust Division, Department of Justice (DOJ), Federal Agency Taskforce, Federal Trade Commission (FTC)

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Cooperation Pays in Insider Trading Enforcement and Sentencing

In This Issue: - Overview - Insider Trading Law - Insider Trading Penalties - Cooperating with the Government - Cooperating with the Department of Justice - Cooperating with the Securities and Exchange…more

Compliance, Criminal Prosecution, Department of Justice (DOJ), Enforcement, Enforcement Actions

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CARES Act Limits On Employee Compensation

The Coronavirus Aid, Relief, and Economic Security (CARES) Act, which was signed into law by President Trump today, provides emergency aid to businesses, families and individuals affected by the COVID-19 pandemic. Any…more

CARES Act, Coronavirus/COVID-19, Paycheck Protection Program (PPP), Relief Measures, SBA

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State Social Media Laws Targeted At Teens Face Opposition

A few months ago, we highlighted the many pending and enacted state-level social media laws targeting minors’ use of social media. Since then, political and industry groups have begun to push back, calling into question whether…more

Minors, Online Safety for Children, Parental Consent, Personal Information, Preliminary Injunctions

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No Billboards, Please

Companies intending to seek funding under the JOBS Act’s crowdfunding provision gained a seeming advantage in September when the SEC removed its ban on the general solicitation or advertising of certain types of private…more

Crowdfunding, JOBS Act, Private Placements, Securities and Exchange Commission (SEC), Startups

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Legal Structures To Optimize Private Investor Impact Strategy

How can legal structures help investors maximize the impact of their investments? Below, read more about key ESG concepts and best practices for stakeholders and investors to consider moving forward..…more

Best Practices, C-Corporation, Donor-Advised Funds (DAFs), Environmental Social & Governance (ESG), Investors

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MoFo BioMeter, Volume 5, Issue 1

The full-year 2015 BioMeter paints the picture of a strong year for biotechnology, but deeper analysis shows a cautionary trend. The average BioMeter value for the entire year across all transactions reporting up-front payments…more

Biometric Information, Initial Public Offering (IPO), Life Sciences, Pharmaceutical Industry

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U.S. DOT Revamps Federal Guidance on Automated Vehicle Development and Rollout

Updating and building on guidance issued one year ago, the U.S. Department of Transportation published a new federal guidance document entitled Preparing for the Future of Transportation: Automated Vehicles 3.0 (“AV 3.0”)…more

Artificial Intelligence, Automotive Industry, Department of Transportation (DOT), Driverless Cars, Robotics

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FTC Appeals Texas Court’s Ruling Blocking FTC’s Non-compete Ban

The Federal Trade Commission (FTC) has appealed a ruling from a Texas district court that set aside the FTC’s rule banning non-competes with employees (the “Rule”). As we previously reported, on August 20, 2024, Judge Ada E…more

Appeals, Employer Liability Issues, Federal Bans, Federal Trade Commission (FTC), Non-Compete Agreements

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December 2023 Bid Protest Roundup: Supplementation, Conversion, Rejection

This month’s Bid Protest Roundup include decisions regarding supplementation of the record and whether an agency may convert a sealed bid opportunity into a negotiated procurement due to lack of funds, as well as a case in which…more

Bid Protests, Bid Solicitation, COFC, Department of Defense (DOD), Federal Acquisition Regulations (FAR)

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New Sheriff in Town: Frankfurt to Host EU’s New Agency Against Dirty Money

On February 22, 2024, Frankfurt won the joint vote to host EU’s central enforcer in the fight against financial crime. The new Authority for Anti-Money Laundering and Countering the Financing of Terrorism (“AMLA”) will directly…more

AML/CFT, EU, European Commission, European Parliament, Financial Crimes

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Employment Law Commentary, Volume 30, Issue 7: Protecting Investments in People and IP While Avoiding Criminal Sanctions

“Employees leaving an organization might be replaced physically, however, their skill-sets and knowledge cannot be exactly replaced by the person replacing them… the skill of employees, account for 85% of a company’s…more

Antitrust Division, Department of Justice (DOJ), Investment, No-Poaching

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A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs

In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend…more

Disclosure Requirements, Form 10-K, Form 8-K, GAAP, Initial Public Offering (IPO)

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4 Key Questions For Evaluating PPP Opportunities

Public-private partnerships are all the rage, as governments seek new ways to deliver public infrastructure, facilities and services in the face of daunting budget limitations and doubts about older procurement modes. PPP…more

Public Private Partnerships (P3s)

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Top 5 SEC Developments for June 2023

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This month…more

Broker-Dealer, Cryptocurrency, Data Preservation, Insider Trading, Registered Investment Advisors

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European M&A Market Insights, Summer 2017

Germany Strengthens Foreign Investment Control: New Rules to Thoroughly Screen Investments in Enlarged Number of Key Industries - Germany ends its longtime liberal approach to foreign investments by increasing its…more

Acquisitions, Biotechnology, China, Competition, EU

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Department of Labor Clarifies ERISA Fiduciary Requirements With Respect to Economically Targeted Investments and Environmental, Social, and Governance Goals

Last month, the Department of Labor (the “Department”) issued an Interpretive Bulletin 2015-011 (the “Bulletin”) clarifying the extent to which the Employee Retirement Income Security Act of 1974 (“ERISA”) permits fiduciaries to…more

Department of Labor (DOL), Economically Targeted Investments, Employee Retirement Income Security Act (ERISA), Fiduciary Duty

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Operators of WiFi Access Points not Liable for Rights Infringements by Users

In a decision dated 12 May 2016, the German Federal Court of Justice (Bundesgerichtshof – BGH) narrowed the scope of liability of WiFi access operators for rights infringements of users of WiFi access points. The court ruled…more

Appeals, Civil Liability, Copyright, Copyright Infringement, File Sharing

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AI Trends For 2024 - Voluntary Commitments By Companies To Responsible AI

Generative artificial intelligence exploded into public consciousness in 2023. With increased public awareness inevitably came increased regulatory scrutiny, both in the United States and abroad. While there is little doubt that…more

Artificial Intelligence, Biden Administration, Cybersecurity, Department of Health and Human Services (HHS), Innovative Technology

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A Delay Of LIBOR’s Demise?

Publication of U.S. dollar (USD) LIBOR rates used in many financial instruments may continue longer than expected. On November 30, 2020, ICE Benchmark Administration (IBA), the administrator of LIBOR, released a statement…more

Benchmarks, Board of Governors, Federal Reserve, Financial Institutions, ICE Benchmark Administration (IBA)

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If Your Company Offers Streaming Services, You Should Be Aware that States and Localities Are Taking Different Approaches to Taxing Such Services

Many states and localities are concerned that the proliferation of streaming services is shrinking tax revenues previously received from sales of traditional forms of entertainment. Those concerns are not unfounded. The rapid…more

Live Streaming, Tax Revenues, Telecommunications

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Supreme Court to Address Whether Risk Disclosures Can Be False or Misleading

On June 10, 2024, the United States Supreme Court agreed to hear argument in Facebook, Inc. v. Amalgamated Bank, No. 23-980, to address whether risk disclosures can be false or misleading if they do not describe a risk that…more

Certiorari, Data Breach, Disclosure, Facebook, Form 10-K

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EHR Vendor Settles Kickback Allegations To The Tune Of $18.25 Million

On January 28, 2021, the United States’ Department of Justice (DOJ) announced an $18.25 million settlement with athenahealth Inc. (“Athena”) to resolve allegations that Athena violated the False Claims Act by paying…more

Anti-Kickback Statute, Department of Justice (DOJ), Electronic Medical Records, False Claims Act (FCA), Marketing

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FDA Issues Draft Guidance On Human Gene Therapy Products Incorporating Human Genome Editing

On March 14, 2022, U.S. Food and Drug Administration (FDA) issued two draft guidances: “Human Gene Therapy Products Incorporating Human Genome Editing (GE)” and a draft guidance on Chimeric Antigen Receptor (CAR) T cell product…more

Center for Biologics Evaluation and Research (CBER), Draft Guidance, Food and Drug Administration (FDA), Human Genes, Human Genome Project

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Share Deals: Geplante Änderungen im Hinblick auf die Grunderwerbsteuer

Das Bundesministerium für Finanzen (BMF) hat einen Diskussionsentwurf für ein Gesetz zur Novellierung des Grunderwerbsteuergesetzes erarbeitet. Besondere Bedeutung erhält dieser Entwurf für Share-Deal-Konstellationen. Einer der…more

Germany, Joint Ownership, Ministry of Finance, Partnerships, Real Estate Investments

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MoFoREAL: European Real Estate Newsletter (Q2 2023)

Welcome to the latest edition of MoFoReal, our newsletter highlighting recent activities and other developments in MoFo’s European Real Estate team. In this edition, we consider the risk that power procurement poses to UK…more

Affordable Housing, Consumer Price Index, Energy Sector, Housing Market, Landlords

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MoFo Asia Buyouts Report: Update On Deal Terms – III. Escrow

We looked at 28 deals across Asia that were signed or closed pre-COVID in which the buyer or a group of affiliated buyers acquired all or a significant majority of the outstanding equity of the target, examined the common key…more

Asia, Buyouts, Escrow Accounts, Escrow Holders, Indemnity Insurance

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FTC Extends Deadline to Comment on 10-Year Update to Green Guides

The Federal Trade Commission (FTC) is seeking public comment on its Guides for the Use of Environmental Marketing Claims (“Green Guides” or “Guides”) as part of a 10-year review process. The FTC extended the public comment…more

Environmental Claims, Federal Trade Commission (FTC), FTC Act, Green Guides, Public Comment

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Ninth Circuit Rejects CERCLA Liability for Air Emissions

Do air emissions of hazardous substances create a cleanup liability under the Superfund? In the closely watched case of Pakootas, et al. v. Teck Cominco Metals, Ltd., the Ninth Circuit said, “no,” becoming the highest court to…more

Air Pollution, Canada, CERCLA, Clean Air Act, Cleanup Doctrine

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FDA Issues Draft Guidance On Human Gene Therapy Products Incorporating Human Genome Editing

On March 14, 2022, U.S. Food and Drug Administration (FDA) issued two draft guidances: “Human Gene Therapy Products Incorporating Human Genome Editing (GE)” and a draft guidance on Chimeric Antigen Receptor (CAR) T cell product…more

Center for Biologics Evaluation and Research (CBER), Draft Guidance, Food and Drug Administration (FDA), Human Genes, Human Genome Project

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OCC Issues Guidance on Venture Lending

On November 1, 2023, the Office of the Comptroller of the Currency (OCC) issued detailed guidance (the Bulletin) to national banks and federal savings associations addressing risk management standards and safe and sound lending…more

Borrowers, Debt, Financial Institutions, Governance Standards, High Risk Financial Products

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Top 10 International Anti-Corruption Developments for September 2024

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past month,…more

Anti-Corruption, Artificial Intelligence, Australia, Brazil, Bribery

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Courts: A Foreclosure Pandemic Pause? (Part 3)

Since the start of the COVID-19 pandemic, borrowers and lenders alike have sought clarity regarding the permissibility of UCC foreclosure sales in the midst of the ongoing pandemic and the resulting economic fallout, as courts…more

Administrative Orders, Appellate Courts, Borrowers, Coronavirus/COVID-19, Foreclosure

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Cooperation Pays in Insider Trading Enforcement and Sentencing

In This Issue: - Overview - Insider Trading Law - Insider Trading Penalties - Cooperating with the Government - Cooperating with the Department of Justice - Cooperating with the Securities and Exchange…more

Compliance, Criminal Prosecution, Department of Justice (DOJ), Enforcement, Enforcement Actions

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Los Angeles County Voters Passed a Parcel Tax to Fund Water Capture Projects – What You Should Know

This past November, residents of the County of Los Angeles passed Measure W, a parcel tax of 2.5 cents per square foot of impermeable land meant to fund projects to improve stormwater capture, flood control, and prevent ocean…more

Environmental Policies, Flood Control, Parcel Tax, Storm Water, Water Pollution

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Summary Update on Enforcement of Commercial Registration System for Foreign Companies

Recently, the Ministry of Justice (MOJ) of Japan, which has jurisdiction over the commercial registration system, has taken measures to require certain foreign companies to file for commercial registration pursuant to the…more

Companies Act, Foreign Corporations, Japan, Ministry of Justice, Registration

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November 2019 Bid Protest Roundup (Law360 Spotlight)

This installment of our monthly bid protest Law360 spotlight examines four protest decisions released in November 2019.  In Inserso, GAO clarifies that a technical acceptability requirement is not equivalent to a lowest-price…more

Bid Protests, Court of Federal Claims, Federal Contractors, GAO

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Ninth Circuit Holds That Trading Unsponsored ADRs Can Be Used to Justify Claims Under Rule 10b-5

On July 17, 2018, the Ninth Circuit issued an opinion in Stoyas v. Toshiba Corporation, holding that the Supreme Court’s decision in Morrison v. National Australia Bank Ltd. does not preclude U.S. domestic purchasers of…more

Japan, Morrison v National Australia Bank, Rule 10b-5, Securities Exchange Act, Toshiba

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New Plants, Old Frameworks: FDA’s 1992 Policy Applies to Foods Derived from Genome-Edited Plants

On February 22, 2024, FDA released a final guidance detailing how foods derived from genome-edited plants fall into FDA’s existing food safety framework and outlining two voluntary consultation processes for developers. The new…more

Biotechnology, CRISPR, Food and Drug Administration (FDA), Food Safety, Food Supply

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What Does The Recent Copyright Registration Ruling Mean For Your Business?

In Fourth Estate Public Benefit Corp. v. Wall-Street.com, the Supreme Court resolved a longstanding circuit split by unanimously holding a copyright owner of a United States work may not file an infringement lawsuit until after…more

Appeals, Copyright, Copyright Infringement, Copyright Registration, Fourth Estate Public Benefit Corp v Wall-Street.com LLC

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Key Considerations For Sponsors Of Clinical Trials Under The EU Clinical Trial Regulation

Clinical trials play a crucial role in the development of new medicines and medical devices, but conducting clinical trials involves ethical, legal, and regulatory challenges. As reported in our latest article, Prevent a…more

Applications, Clinical Trials, Consent, EU, EU Clinical Trials Regulation (CTR)

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CFTC Finalizes Amendments to Exemptions for CPOs and CTAs under Rule 4.7

The Commodity Futures Trading Commission (CFTC) has adopted amendments to CFTC Rule 4.7, including adjustments to the portfolio requirement financial thresholds in the “qualified eligible person” definition and the introduction…more

CFTC, Commodity Pool, Commodity Trading Advisors (CTAs), Compliance, CPOs

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California Takes Three New Steps Under Its Green Chemistry Initiative

California has taken three more important steps to implement its Green Chemistry Initiative. Also known as the Safer Consumer Products (SCP) Program, the state seeks to supplement federal regulations to regulate and encourage…more

Green Chemistry, Public Health, Safer Consumer Product Regulations, Toxic Chemicals

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First Foreign Company With VIE Structure Goes Public In China

On October 29, 2020, Ninebot, a leading supplier of electric scooters incorporated in the Cayman Islands, went public on China’s Science and Technology Innovation Board (the “STAR Board”). This makes the company the first…more

CSRC, Foreign Corporations, Shanghai Stock Exchange, Variable Interest Entities

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A New Listing Regime for Specialist Technology Companies Has Arrived

On March 24, 2023, the Stock Exchange of Hong Kong Limited (the “Exchange”) issued the long-awaited consultation conclusions (the “Consultation Conclusions”) on the listing regime for Specialist Technology Companies on the Main…more

Capitalization, Clawbacks, Disclosure Requirements, Emerging Technologies, Initial Public Offering (IPO)

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The Potential Impact Of The Coronavirus (COVID-19) Pandemic On Hostile M&A and Shareholder Activism In The U.S.

Over the last month, each of the major stock market indices has experienced extreme volatility and a broad-based decline in value, largely in response to the coronavirus pandemic. The bellwether Dow Jones Industrial Average has…more

Acquisitions, Coronavirus/COVID-19, Hostile Offers, Mergers, Shareholder Activism

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M&A in 2021 and Trends for 2022

2021 M&A smashed U.S. and global records. The year saw the arrival of a new U.S. administration, the release of COVID-19 vaccines, as well as continued questions regarding the impact of the pandemic, including the year-end…more

Acquisition Agreements, Acquisitions, Antitrust Division, Artificial Intelligence, CFIUS

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This Week At The Ninth: Arbitration

This week, the Ninth Circuit considers whether a receiver in an SEC enforcement action is bound by an arbitration agreement signed by the receivership entity. GEOFF WINKLER V. THOMAS D. MCCLOSKEY, ET AL…more

Arbitration, Arbitration Agreements, Bankruptcy Trustees, Debtors, Enforcement Actions

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Federal Circuit Overrules Obviousness Test for Design Patents

In its first en banc patent decision since 2018, the Federal Circuit overruled the longstanding obviousness test for design patents under 35 U.S.C. 103. LKQ Corp. v. GM Global Tech. Operations LLC, No. 21‑2348 slip op. (Fed…more

Design Patent, En Banc Review, Graham Factors, Obviousness, Patent Applications

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Beware Of Conflicting Terms: When Customers Entered Into Multiple Contracts, Scotus Says Courts Must Decide Which One Governs Arbitrability

On May 23, 2024, the United States Supreme Court decided Coinbase, Inc., v. Suski, No. 23-3, serving a reminder to companies with mandatory consumer-facing arbitration provisions that contractual consistency is a key to…more

Arbitration, Arbitration Agreements, Coinbase, Coinbase Inc v Suski et al, Conflicting Contract Terms

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From Rubio's Joke to the Supreme Court: The Journey of 'Trump Too Small' in Vidal v. Elster

Does the Lanham Act’s restriction on registration of trademarks that include an individual’s name without the consent of such individual violate the Free Speech Clause of the First Amendment, even when the mark expresses…more

First Amendment, Free Speech, Iancu v. Brunetti, Lanham Act, Matal v Tam

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Should You Amend Your Charter to Provide for Officer Exculpation? Key Considerations for Delaware Corporations

On August 1, 2022, the Delaware General Corporation Law Section 102(b)(7) was amended to extend exculpation rights to executive officers. The new amendment permits a corporation to adopt exculpatory language in its certificate…more

Board of Directors, Breach of Duty, Controlling Stockholders, Corporate Executives, Corporate Governance

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Sixth Circuit Sweeps State-Law Design Defect Claims Under the Rug of Impossibility Preemption

Last week, the Sixth Circuit Court of Appeals issued a groundbreaking opinion in Yates v. Ortho-McNeil-Janssen Pharmaceuticals, Inc. that could change the liability landscape for brand-name drug manufacturers. No. 15-3104 (6th…more

Design Defects, Failure To Warn, FDA Approval, Janssen Pharmaceuticals, Manufacturing Defects

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MoFoREAL: European Real Estate Newsletter (Q3 2023)

Welcome to the latest edition of MoFoReal, our newsletter highlighting recent activities of and other developments in MoFo’s European Real Estate team. In this edition, we consider the Sustainability Disclosure Regulations…more

Disclosure Requirements, EU, Financial Conduct Authority (FCA), Real Estate Market, REIT

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Spoliation of Social Media Evidence: New Jersey Court Cracks Down

A March 23, 2013 decision from the U.S. District Court for the District of New Jersey serves as a cautionary tale for litigants. As a result of some arguably poor decisions by the plaintiff and likely miscommunication between…more

Discovery, Electronically Stored Information, Evidence, Facebook, Gatto v United Air Lines

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FHFA Announces Home Modification Program

On April 14, 2016, the Federal Housing Finance Agency (“FHFA”) announced the launch of a principal reduction program for first-lien mortgages that are owned or guaranteed by Fannie Mae and Freddie Mac. According to the…more

Borrowers, Fannie Mae, FHFA, Foreclosure, Freddie Mac

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The California Supreme Court Clarifies PAGA Standing

On July 17, the California Supreme Court issued its opinion in Adolph v. Uber Technologies, Inc. (S274671, Cal. Jul. 2023), holding that an employee who has been compelled to arbitrate claims under the Labor Code Private…more

Arbitration Agreements, CA Supreme Court, Class Action, Federal Arbitration Act, Independent Contractors

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MoFo New York Tax Insights Volume 11, Issue 2

Welcome to the latest issue of New York Tax Insights. In this issue we cover: Decisions from both the Appellate Division and the NYS Tax Appeals Tribunal holding it was unconstitutional to apply the April 2009 QEZE statutory…more

Business Taxes, Income Taxes, Sales & Use Tax, Sales Tax, State and Local Government

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MoFo APAC Arbitration Update: September 2020

SINGAPORE ANNOUNCES AMENDMENTS TO ITS INTERNATIONAL ARBITRATION ACT On September 1, 2020, Singapore’s Ministry of Law announced that it is tabling the International Arbitration (Amendment) Bill (the “Bill”) to introduce…more

China, Coronavirus/COVID-19, Foreign Arbitral Awards, Hong Kong, India

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Key Takeaways from the SFO’s Five-Year Strategy

The UK’s Serious Fraud Office (SFO) published its strategy for 2024–2029 on 18 April 2024, outlining its ambitious plans to become the “pre-eminent specialist, innovative and collaborative agency” in the fight against serious…more

Bribery, Compliance, Corporate Counsel, Corruption, Emerging Technologies

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SEC Delays Finalized Cyber Rules Until October 2023

Based on updates to its rulemaking agenda that were released last week, the U.S. Securities and Exchange Commission (SEC) has delayed approval of two cybersecurity rules until at least October 2023. Both proposed rules were…more

Corporate Counsel, Corporate Governance, Cybersecurity, Disclosure Requirements, Policies and Procedures

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MOFO Wins Dismissal For Northeastern Minnesotans For Wilderness

Morrison Foerster secured a significant victory for its pro bono client, Northeastern Minnesotans for Wilderness (NMW), obtaining the dismissal of a mining company’s lawsuit that threatened to undo government efforts to protect…more

Arbitrary and Capricious, Conservation, Department of the Interior, Lease Termination, Mining

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DOJ’s Recent Guidance On Compliance For Virtual Currency Businesses

What compliance expectations does the Department of Justice have for businesses entering the virtual currency space? How can a company meet those expectations to stay out of trouble with DOJ, or at least mitigate the effects of…more

Anti-Money Laundering, Bitcoin, Compliance, Department of Justice (DOJ), Financial Institutions

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DOJ Updates Its Guidance on Corporate Compliance Programs, with an Emphasis on AI and Whistleblowers

The ECCP is intended to assist federal prosecutors in determining whether a corporation’s compliance program was effective at the time of the alleged offense(s) and, if not, what type of enforcement, monetary penalty, and…more

Artificial Intelligence, Compliance, Department of Justice (DOJ), Emerging Technologies, Enterprise Risks

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Patent Opposition System - 2014 revision to Japan’s Patent Act introduces new method for challenging patent validity in an expeditious, cost-effective manner

The 2014 revision of the Japanese Patent Act created an Opposition System to provide a simpler procedure for third parties to challenge patent validity and amended the scope of the existing Invalidation Trial System. This…more

Japan, Patent Invalidity, Patent Oppositions, Patents

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SEC Brings 13 Settled Enforcement Proceedings for Failure to File Form PF

On June 1, 2018 the SEC announced that it entered into settled enforcement proceedings with 13 registered investment advisers. According to the settled orders, the advisers failed to file and update Form PF over multi-year…more

Civil Monetary Penalty, Investment Adviser, Securities and Exchange Commission (SEC), Settlement

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Court Stays Away from Trans Fat in General Mills Case

A recent decision from the Central District of California demonstrates the challenges serial plaintiffs may have with pursuing similar class actions and showcases the primary jurisdiction doctrine. On December 29, 2015, in Red…more

Actual Injuries, Class Action, Economic Injuries, Food and Drug Administration (FDA), General Mills

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Sales Data Alone Insufficient to Support CAFA Jurisdiction in Gerber’s Graduates Puffs Labeling Case

In Gyorke-Takatri v. Nestle USA, Inc., the United States District Court for the Northern District of California held that parties in a class action seeking to remove an action to federal court must provide sufficient admissible…more

CAFA, Food Labeling, Gerber, Inadmissible Evidence, Preponderance of the Evidence

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Financial Services Report, Fall 2019

We start this issue with a feeling of déjà vu all over again. Decisions made during the mortgage crisis are back in the news with a powerhouse legal ruling and the Treasury’s initial thinking on how to turn back time. First, the…more

Appeals, Arbitration, BSA/AML, Consumer Financial Protection Bureau (CFPB), Debt Collection

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MoFo Japan Disputes Newsletter – 2nd Quarter 2021

Welcome to Morrison & Foerster’s quarterly newsletter on dispute resolution. In this newsletter, we address recent developments in arbitrations, investigations, and commercial and intellectual property litigation that may affect…more

Anti-Corruption, Arbitration Awards, Bribery, Causation, Criminal Antitrust Anti-Retaliation Act of 2015

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2013 Reform of Short Selling Regulations in Japan

On November 5, 2013, the amendments to the laws and regulations related to the Financial Instruments and Exchange Law of Japan (the “FIEL”) went into effect, in which regulations concerning short selling in the Japanese…more

Financial Regulatory Reform, Insider Trading, Japan, Public Offerings, Short Sales

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All Is Not Forgiven: PPP Forgiveness And Credits

On March 23, 2021, The House Small Business, Subcommittee on Contracting and Infrastructure held a remote hearing titled: “The Interaction Between the Paycheck Protection Program and Federal Acquisition Regulations: What It…more

Architects, CARES Act, Contractors, Coronavirus/COVID-19, DCAA

See all updates »

OCC Issues Guidance on Venture Lending

On November 1, 2023, the Office of the Comptroller of the Currency (OCC) issued detailed guidance (the Bulletin) to national banks and federal savings associations addressing risk management standards and safe and sound lending…more

Borrowers, Debt, Financial Institutions, Governance Standards, High Risk Financial Products

See all updates »

Case Sparks Advances In Literacy

A MoFo pro bono case settled in early 2020 is proving its value, as children in California are gaining basic literacy skills as a direct result of new funding made possible by the settlement…more

Funding, Pro Bono, Public Schools, Settlement

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Top 10 International Anti-Corruption Developments for March 2019

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Africa, Anti-Corruption, Bribery, Canada, CFTC

See all updates »

FTC Adopts Final HSR Rules, Substantially Expanding M&A Filing Requirements for Parties

On October 10, 2024, the U.S. Federal Trade Commission (“FTC”) voted 5-0 to adopt new Hart-Scott-Rodino (“HSR”) rules, which will substantially expand filing requirements for parties when the new rules go into effect. The…more

Acquisitions, Antitrust Division, Best Practices, Department of Justice (DOJ), Fast Track Process

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MoFo IP Newsletter - July 2017

Supreme Court Hits Reset on Patent Venue Law in TC Heartland - In the recent TC Heartland LLC v. Kraft Foods Group Brands LLC decision, the Supreme Court reversed nearly thirty years of patent venue law and held that a…more

Disparagement, First Amendment, Forum Shopping, Free Speech, Patent Exhaustion

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Don’t Miss The Mark: Complying with New Address for Service Rules for UK Trade Marks

We would like to bring to your attention that there are new “address for service” rules coming into effect on 1 January 2024 at the UK Intellectual Property Office (UKIPO) which may have an impact on your trade mark portfolio…more

European Economic Area (EEA), International Trademark Protection, Service Marks, Trademark Registration, Trademarks

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European Digital Compliance: Key Digital Regulation & Compliance Developments - March 2023

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Advertising Standards Authority, Artificial Intelligence, Corporate Counsel, Corporate Taxes, Cyber Threats

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MoFo’s State + Local Government Enforcement Newsletter - August 2024

Morrison Foerster’s State and Local Government Task Force is pleased to provide our bimonthly newsletter summarizing some of the most important and interesting developments from state attorneys general across the country and…more

Anti-Discrimination Policies, Antitrust Division, Artificial Intelligence, CMIA, Department of Financial Services

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Clarity For Calif. Negligent Emotional Distress Claims

The recent decision in Wilson v. Southern California Edison Co. provides greater clarity to the California rule permitting claims for negligent infliction of emotional distress by direct victims who do not suffer a physical…more

Breach of Duty, Foreseeability, Negligent Infliction of Emotional Distress

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Companies House to impose new ID verification requirements

The Economic Crime and Corporate Transparency Act 2023 (“ECCTA”) introduces changes to UK company law to ensure accuracy of public information and reduce the possibility of fraud. Some of the key points are:..…more

Corporate Crimes, Corporate Transparency Act, Directors, Financial Crimes, Fraud

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Closing in on Make-Wholes: The Fifth Circuit’s Ultra Decision

On January 17, 2019, the United States Court of Appeals for the Fifth Circuit (the “FifthCircuit”) issued a decision in In re Ultra Petroleum Corp. that could have significant implications for creditors seeking payment of…more

Bankruptcy Code, Chapter 11, Creditors, Debtors, Insolvency

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Another Turn in the Ongoing Battle Between DFS and the Title Industry

In October 2017, the New York State Department of Financial Services (DFS) announced sweeping new regulationsaimed at curtailing marketing expenses, such as meals and sporting events, that title companies ultimately pass on to…more

Department of Financial Services, Insurance Industry, Title Insurance

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Promotion of Cryptoassets to UK Consumers to be Regulated by the UK Financial Conduct Authority

As expected, the UK Government has announced, in its January 2022 consultation response (“the Response”), that the promotion of cryptoassets to UK consumers is to be regulated. This represents a significant step towards greater…more

Cryptoassets, Cryptocurrency, Financial Conduct Authority (FCA), Financial Services Industry, FSMA

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Finders Are Not Always Keepers: UK Supreme Court Confirms State Immunity in in Rem Claims

In Argentum Exploration Ltd v Republic of South Africa [2024] UKSC 16, the UK Supreme Court held that South Africa was entitled to state immunity in respect of an in rem (i.e., property based) claim by salvors of a World War II…more

Commercial Litigation, Finders, Jurisdiction, South Africa, State Immunity Act 1978 (the SIA)

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UPOV Updates Explanatory Note On Essentially Derived Varieties (EDVS)

In October 2023, the International Union for the Protection of New Varieties of Plants (UPOV) published a long-awaited updated Explanatory Note on Essentially Derived Varieties (EDVs). The UPOV Convention outlines a popular sui…more

Biotechnology, Infringement, Intellectual Property Protection, Plant Variety Protection Act, Plant Variety Protection Office (PVPO)

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Quick Guide to REIT IPOs - 2016

Real Estate Investment Trusts (“REITs”) are endlessly inventive. They were first developed in the 1960s as a means for ordinary retail investors to hold interests in real estate. The REIT market has waxed and waned over the…more

CFTC, Corporate Governance, D&O Insurance, Dodd-Frank, Emerging Growth Companies

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CSRC Scraps Quantitative Thresholds for Offshore Listings by PRC Companies and Paves the Way for Direct Overseas Listings by Private SMEs

China Securities Regulatory Commission (“CSRC”), the securities regulator of the People’s Republic China (the “PRC” or “China”), has scrapped quantitative threshold requirements for Chinese companies applying for offshore…more

China, CSRC, Foreign Investment, Offshore Listings, SEHK

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State + Local Tax Insights: Summer Issue 2019

CHALLENGES OF A MOBILE WORKFORCE - Gone are the days that employees worked from only one location from 9:00 a.m. to 5:00 p.m. With employees traveling throughout the U.S., and in many instances, having some employees…more

Gross Receipts Tax, Local Taxes, Payroll Taxes, Sales Tax, SCOTUS

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From Marshall to San Francisco: Transfer Pays Off for Patent Challengers

Eolas Technology filed patent infringement actions against Amazon, Google, and Walmart in the Eastern District of Texas in 2015. The asserted patent generally relates to remote computer systems that allow users at a client…more

Alice/Mayo, Amazon, Google, Patent Act, Patent Infringement

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Maintaining Impact Through M&A

As the COVID-19 crisis continues to make capital markets, including venture capital, an uncertain source of financing, founders and boards of impact businesses may increasingly look to M&A and other strategic alternatives to…more

Acquisitions, Board of Directors, Coronavirus/COVID-19, Delaware, Mergers

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Cruising Down A Post-Viking River: A Look At Litigation Trends In The Nine Months Since The U.S. Supreme Court’s Decision In Viking River

The U.S. Supreme Court’s decision in Viking River Cruises v. Moriana, 142 S. Ct. 1906 (2022), in June 2022 delivered a victory for California employers facing claims brought pursuant to the Labor Code Private Attorneys General…more

Arbitration, Arbitration Agreements, Corporate Counsel, Federal Arbitration Act, Private Attorneys General Act (PAGA)

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Maintaining the Balance of Power in Venture-Backed Startups: The Impact of Delaware’s Moelis Decision on Drafting Shareholder Rights Provisions

Venture capital investors with a penchant for more expansive views of preferred stockholder rights have cause for pause. While fundamentally more a commentary on drafting mechanics than anything, the ruling delivered by the…more

Board of Directors, Capital Raising, Early Stage Companies, Entrepreneurs, Startups

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FTC Adopts Final HSR Rules, Substantially Expanding M&A Filing Requirements for Parties

On October 10, 2024, the U.S. Federal Trade Commission (“FTC”) voted 5-0 to adopt new Hart-Scott-Rodino (“HSR”) rules, which will substantially expand filing requirements for parties when the new rules go into effect. The…more

Acquisitions, Antitrust Division, Best Practices, Department of Justice (DOJ), Fast Track Process

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MoFo IP Newsletter - April 2017

Supreme Court Restricts the Extraterritorial Reach of U.S. Patent Law for Exported Goods - On February 22, 2017, the Supreme Court in a landmark decision held that the supply of a single component of a multicomponent…more

Cheerleaders, Co-Ownership, Component Parts Doctrine, Copyright, Copyright Litigation

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Top 10 International Anti-Corruption Developments For August 2020

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

1MDB, Anti-Corruption, Bribery, China, Consumer Loan Companies

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Ten Key Legal Issues to Consider When Moving Stateside

Stateside - Even before the uncertainties following the Brexit referendum result, a move to the U.S. was an attractive proposition for high growth UK businesses. Common language, similar culture, access to capital and a…more

Corporate Structures, Data Privacy, E-Commerce, Intellectual Property Protection, International Labor Laws

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European Commission Takes on E-Commerce Sector

On May 6, 2015, the European Commission launched a competition inquiry into the e-commerce sector. This inquiry is one of 16 initiatives that the Commission announced for the creation of a Digital Single Market for Europe. As…more

E-Commerce, EU, European Commission, Internet

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EU Taxonomy Regulation: What To expect

Our previous Client Alert of 10 March 2021 discussed the Sustainable Finance Disclosure Regulation (SFDR) and its implications for the real economy. This Client Alert reviews how EU Regulation 2020/852 on the establishment…more

Climate Change, Data Collection, Disclosure Requirements, Environmental Social & Governance (ESG), EU

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New Jersey Court Affirms Prohibition Of Physician Practice From Opening And Operating In-Office Pharmacy

At the end of 2021, the Superior Court of New Jersey, Appellate Division upheld the decision by the New Jersey Board of Pharmacy (the “Board”) denying the application from a New Jersey oncology practice (the “Petitioner”) to…more

New Jersey, Pharmacies, Physicians, Prescription Drugs, Stark Law

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Consumer Product Safety Enforcement To Heat Up Under Biden Administration

More aggressive enforcement actions and increased regulatory activities under the Biden Administration are here. In President Biden’s first weeks, he is making good on his promise to reverse course from the previous…more

ASTM, Biden Administration, Civil Monetary Penalty, Consumer Product Safety Commission (CPSC), Department of Justice (DOJ)

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First Token Offering Qualified by the SEC Under Regulation A

On July 10, 2019, Blockstack Token LLC (“Blockstack”), a wholly-owned subsidiary of Blockstack PBC, a Delaware public benefit corporation, became the first company to have an offering of digital assets qualified by the U.S…more

Digital Assets, Initial Coin Offering (ICOs), Regulation A, Securities and Exchange Commission (SEC), Token Sales

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To Click or Not to Click? Ninth Circuit Rejects Browsewrap Arbitration Clause

In Kevin Khoa Nguyen v. Barnes & Noble Inc., 2014 U.S. App. LEXIS 15868 (9th Cir. 2014), decided on August 18, 2014, the Ninth Circuit rejected an attempt to bind a consumer to an arbitration clause found in an online terms of…more

Arbitration, Barnes and Noble, Browsewrap Agreement, Clickwrap Agreements, Contract Formation

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Commerce Issues First-Ever ICTS “Final Determination” Banning Kaspersky Cybersecurity Products

On June 24, 2024, the Commerce Department published a Final Determination under its Information and Communications Technology and Services (ICTS) authorities. The determination prohibits the Russian-controlled cybersecurity and…more

CFIUS, Corporate Counsel, Covered Transactions, Department of Homeland Security (DHS), Department of Justice (DOJ)

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Latest Symptom of the Health Care Crackdown: DOJ Announces New Task Force Targeting Sector’s Anti-Competitive Conduct

On May 9, 2024, the U.S. Department of Justice’s Antitrust Division (DOJ) announced it is “upping [its] game” on health care enforcement through the Task Force on Health Care Monopolies and Collusion (HCMC). The most recent in a…more

Antitrust Division, Collusion, Competition, Department of Health and Human Services (HHS), Department of Justice (DOJ)

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CPSC Releases Annual Report On Deaths And Injuries Involving Nursery Products

During September 2024’s “Baby Safety Month,” the Consumer Product Safety Commission (CPSC) published its annual report detailing injuries and deaths associated with nursery products among children under the age of five. CPSC…more

Annual Reports, Baby Products, Children's Products, Consumer Product Safety Commission (CPSC), Manufacturers

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Maintaining Impact Through M&A

As the COVID-19 crisis continues to make capital markets, including venture capital, an uncertain source of financing, founders and boards of impact businesses may increasingly look to M&A and other strategic alternatives to…more

Acquisitions, Board of Directors, Coronavirus/COVID-19, Delaware, Mergers

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Federal Reserve Issues Guidance on Novel Activities, Including Bank-Fintech Partnerships

On August 8, 2023, the Board of Governors of the Federal Reserve System (FRB) issued two Supervision and Regulation Letters (“SR Letters”) that provide guidance on the agency’s supervision of novel activities and the process…more

Banks, Board of Governors, Cryptocurrency, Cybersecurity, Federal Reserve

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COVID-19 Antitrust Global Enforcement Agency Update

As the coronavirus (COVID-19) outbreak continues to unfold, antitrust enforcement agencies worldwide continue to adapt their policies and enforcement, balancing the need to be more permissive about corporations collaborating to…more

Anti-Corruption, Antitrust Provisions, Coronavirus/COVID-19, Department of Justice (DOJ), Federal Trade Commission (FTC)

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New Fast Track in East Texas Offers Parties the Chance to Accelerate Patent Cases

On February 25, 2014, Chief Judge Leonard Davis of the Eastern District of Texas issued General Order 14-3, which allows for a "Track B" accelerated discovery schedule in patent infringement lawsuits. The parties must…more

Patent Infringement, Patent Litigation, Patents

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The Rise of Recurring Revenue Loans in Europe

As growth stage companies rapidly expand there is frequently a need for additional funding to support continued growth notwithstanding that the business is not yet generating (or is only just generating) positive EBITDA…more

Acquisitions, Borrowers, EBITDA, EU, Loans

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Japanese Supreme Court Issues Precedent-Setting Decision Interpreting the Japan Arbitration Act

The Supreme Court of Japan recently issued a precedential decision interpreting, for the first time, the arbitrator disclosure requirements of the Japan Arbitration Act (the “Arbitration Act”). The Supreme Court held that…more

Arbitration, International Arbitration, Japan

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Last Week in the Federal Circuit (April 5-9): Failure to Authenticate Third-Party Source Code

Last week was argument week, which sometimes means lots of Rule 36 affirmances and not a lot of precedential opinions. Still, that didn’t stop the Court from issuing an interesting, and relatively rare, precedential decision on…more

Authentication, Patent Litigation, Patents, Precedential Opinion, Rule 36

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HKIAC’s Updated Administered Arbitration Rules Come into Effect on 1 June 2024

The Hong Kong International Arbitration Centre (HKIAC) has released updated administered arbitration rules that come into effect 1 June 2024. The updated 2024 Administered Arbitration Rules (the “2024 Rules”) are a much…more

Arbitral Authority, Arbitration, Arbitration Awards, Hong Kong, Hong Kong International Arbitration Centre (HKIAC)

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Bank of England Facilitates HSBC Acquisition of SVB UK

On 13 March 2023, the Bank of England (BoE), in consultation with the Prudential Regulation Authority (PRA), HM Treasury (HMT), and the Financial Conduct Authority (FCA), made the decision to sell Silicon Valley Bank UK Limited…more

Bank of England, FDIC, FSCS, HSBC, Insolvency

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PCAOB White Paper on Emerging Growth Companies

In March 2017, the Public Company Accounting Oversight Board, or PCAOB, released a white paper detailing certain characteristics and trends of emerging growth companies, or EGCs, based on its review of available data through…more

Emerging Growth Companies, Financial Reporting, PCAOB

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Non-Lab Diagnostics: FDA Regulatory Considerations

The advent of the COVID-19 rapid antigen test launched at-home diagnostics to the forefront of conversation in the life sciences industry. Many believe this is only the beginning. As the share of telehealth services increases,…more

Coronavirus/COVID-19, Diagnostic Tests, Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Laboratory Developed Tests

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Second Executive Ever To Be Extradited Solely On Antitrust Charges Pleads Guilty Within Two Weeks Of Arriving In The United States

Less than two weeks after being extradited from Italy to the United States, Maria Christina “Meta” Ullings, former senior vice president of air cargo sales and marketing for Martinair N.V. and a Dutch national, pleaded guilty…more

Antitrust Division, Antitrust Violations, Criminal Prosecution, Department of Justice (DOJ), Price-Fixing

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Not a Token Gesture: Compensating Service Providers with Virtual Property

Questions surrounding the use of virtual currencies and other digital tokens (“tokens”) as compensation came to the forefront last month following formal guidance from the U.S. Securities and Exchange Commission (“SEC”) on token…more

Emerging Growth Companies, Financial Transactions, Initial Coin Offering (ICOs), IRS, Securities and Exchange Commission (SEC)

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Digital Single Market Update: Technology Standardization in the EU - Improving European Companies’ Competitiveness in the Areas of 5G, Cloud Computing, Big Data, IoT, and Cybersecurity

ICT standardization is a key part of the European Union’s package of measures designed to improve Europe’s competitiveness and productivity. As part of the EU’s Digital Single Market (DSM) initiative, the European Commission has…more

Big Data, Cloud Computing, Cybersecurity, Digital Single Market, EU

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PE & VC Exits: U.S. Direct Listing Rules In Flux

Amid intense focus on investor liquidity (and paths to potential liquidity) in private companies, we provide an update on developments around direct listings as an alternative to traditional IPOs in the United States. On August…more

Capital Raising, Direct Listing, Exit Strategies, Initial Public Offering (IPO), Investors

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CFTC Issues Proposed Rules on Event Contracts

The CFTC’s proposed rules specify that certain event contracts involving gaming (such as political contests, awards contests, and sports competitions), war, terrorism, assassination, and unlawful activities under federal or…more

CFTC, Commodity Exchange Act (CEA), Contests & Promotions, Events, Gaming

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Socially Aware - Volume 5, Issue 2 - April 2014

In This Issue: - Employer Access to Employee Social Media: Applicant Screening, ‘Friend’ Requests and Workplace Investigations - Driving Under the Influence (of Google Glass) - U.S. Courts’ Evolving Approaches to…more

Car Accident, Copyright, Distracted Driving, Employer Liability Issues, Google

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CFPB Continues to Challenge Bank Fees: CFPB Issues Proposals to Regulate Overdraft Services and to Prohibit NSF Fees

As part of its ongoing attack on bank fees, the Consumer Financial Protection Bureau (CFPB) has issued two proposed rules to regulate fees charged by banks: one on overdraft services, and one on nonsufficient funds fees. The…more

Consumer Financial Products, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Fee Caps, Financial Institutions

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Financial Services Report - Spring 2021

Can you say 0 to 60? Not cars, but pretty much everything to do with financial services. A new year, a new administration, and new challenges for providers. Prior CFPB Director Kraninger is long gone. Acting Director Uejio has…more

Arbitration, Banking Sector, BSA/AML, California Consumer Privacy Act (CCPA), Comptroller

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Financial Services Report – Spring 2018

The 2018 Winter Olympics are over. We watched two 17-year-olds win gold medals in sports that didn’t exist when we were 17. The Garlic Girls, with nicknames from their favorite breakfasts, and the U.S. men’s team won medals in…more

Arbitration, BSA/AML, Consumer Financial Protection Bureau (CFPB), Cryptocurrency, Cybersecurity

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Neuregelung der Registerfälle durch das Jahressteuergesetz 2022 – Fortführung der Besteuerung bei Transaktionen mit Steueroasen und zwischen nahestehenden Personen

Today, two weeks after the German Federal Parliament (“Bundestag”), the German Federal Council (“Bundesrat”) also passed the 2022 Tax Amendment Act (Jahressteuergesetz 2022)…more

Double Taxation, Germany, Income Tax Act, Nexus, Taxation

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FDA Approves 25th Biosimilar

On November 15, 2019, FDA approved Pfizer’s adalimumab product, a biosimilar to AbbVie’s Humira, marking the 25th approval of a biosimilar under the Biologics Price Competition and Innovation Act (BPCIA). A biosimilar is a…more

Biosimilars, BPCIA, Food and Drug Administration (FDA), Life Sciences, Patent Dance

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UK Government Details Proposed “Failure to Prevent Fraud” Offence

The UK government has tabled an amendment to the Economic Crime and Corporate Transparency Bill so as to introduce a “failure to prevent” fraud offence. Details in the amended bill provide the greatest clarity to date of the…more

Deferred Prosecution Agreements, Fraud, Serious Fraud Office (SFO), UK, UK Corporate Criminal Offense

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SCOTUS Limits Certain 10(b) Claims Based on Violations of Item 303

In a unanimous decision issued on Friday, the U.S. Supreme Court held that a corporation’s failure to disclose information regarding known trends or uncertainties, required by SEC regulation, cannot be the basis for private…more

Disclosure Requirements, Failure To Disclose, Financial Services Industry, Macquarie Infrastructure Corp v Moab Partners LP, Omissions

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FinCEN Expands its Reach with Final Rules for Investment Advisers and the Residential Real Estate Sector

Key Takeaways - •FinCEN has issued two new final rules to significantly expand regulation around certain investment adviser and residential real estate sectors to combat illicit finance in these areas. These highly anticipated…more

Anti-Money Laundering, Bank Secrecy Act, BSA/AML, Financial Crimes, FinCEN

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Biden to Sign CHIPS Act, Including Brand New Investment Tax Credit for Semiconductor Facilities

On July 28, 2022, Congress passed the CHIPS Act (CHIPS). Among other things, CHIPS adds Section 48D to the Internal Revenue Code, which provides a new advanced manufacturing investment tax credit for investments in semiconductor…more

China, Foreign Entities, Internal Revenue Code (IRC), Investment Tax Credits, New Legislation

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Top 10 International Anti-Corruption Developments for June 2023

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past month,…more

Anti-Bribery, Anti-Corruption, Anti-Money Laundering, Brazil, Bribery

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Is there a legislative fix for biotech patents?

By some accounts, we have entered a golden age for innovation in personalised medicine. Through scientific advancements in the study of genetic coding and molecular analysis, it is now possible to screen an individual for…more

Alice Corporation, Ariosa, Biotechnology, Life Sciences, Patent Act

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FARA-Like or FARA-Light? State Regulation of Foreign Influence

On April 2, 2024, the Georgia State Senate sent Senate Bill 368, which creates a state law version of the U.S. Foreign Agents Registration Act (FARA) for the State of Georgia, to Governor Brian Kemp for his signature. The…more

Ethics Commission, Foreign Agents Registration Act (FARA), Foreign Nationals, Governor Kemp, Lobbying Disclosure Act

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EU Taxonomy Regulation: What To expect

Our previous Client Alert of 10 March 2021 discussed the Sustainable Finance Disclosure Regulation (SFDR) and its implications for the real economy. This Client Alert reviews how EU Regulation 2020/852 on the establishment…more

Climate Change, Data Collection, Disclosure Requirements, Environmental Social & Governance (ESG), EU

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Airbus Pays €81 Million Fine to German Authorities for “Violation of Supervisory Duties”

In one of Europe’s largest cross-border corruption investigations, involving multiple jurisdictions including Germany, the United Kingdom, France, and Austria, one chapter concluded at the end of last week: On February 9, 2018,…more

Airbus, Anti-Corruption, Corruption, Disgorgement, EU

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Empowering Voices: The Story Of The Afghanistan National Institute Of Music

On April 30, 2024, MoFo partner and global co-chair of the Investigations + White Collar Defense practice group Carrie H. Cohen and associate Sabreena Khalid in MoFo’s Finance Group spoke with Lesley Rosenthal, president of the…more

Afghanistan, Citizenship, Middle East, Music, Pro Bono

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The English High Court Provides Important Guidance on the Right of Appropriation

In this client alert we set out some of the key lessons from the recent judgment in ABT Auto Investments Ltd v Aapico Investment Pte Ltd [2022] EWHC 2839 (Comm), which considers the validity of appropriation as an enforcement…more

Appropriation, Collateral Agreements, Default, European Parliament, Financial Collateral Directive (FCD)

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True Facts About False Claims: MoFo's FCA Newsletter - October 2024

Designed for busy in-house counsel and compliance professionals, this newsletter seeks to bring you up to speed on key federal and state False Claims Act (FCA) developments, with links to primary resources. Each quarter, we will…more

Cybersecurity, Defense Contracts, Denial of Certiorari, Department of Justice (DOJ), E-Rates

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European M+A News, Winter 2015

In This Issue: - Transactions Involving Digital Media in Europe: Know the Source - New Framework on Market Abuse in the European Union - Current Developments ..“Made in Germany” Attracts Foreign…more

Bayer, Digital Media, EU, Eurozone, Foreign Investment

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This Week At The Ninth: Common Issues and ERISA Assignment

This week, the Ninth Circuit considers when common issues predominate in wage-and-hour litigation and analyzes the assignment of the right to sue for nonpayment of benefits under ERISA. MILES v. KIRKLAND'S STORES, INC…more

Class Action, Employee Benefits, Employee Retirement Income Security Act (ERISA), Employer Group Health Plans, Fiduciary

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U.S. Patent and Trademark Office Announces Rule Amendments for Trials Before the Patent Trial and Appeal Board

In an April 1, 2016 Federal Register Notice (“Notice”),1 the United States Patent and Trademark Office (“Office”) finalized amendments to rules governing trial practice for inter partes review, post-grant review, transitional…more

America Invents Act, Claim Construction, Covered Business Method Proceedings, Expert Testimony, Federal Register

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Delaware Supreme Court: Bad-Faith Attempt to Renegotiate Term Sheet May Create Liability for “Benefit-of-the-Bargain” Damages

A term sheet can play a useful role by allowing the parties to focus on key issues first, without getting bogged down in details. But what happens when a party agrees to a term sheet but insists on very different terms for the…more

Bad Faith, Damages, Negotiations, Term Sheets

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CPSC Gives Kids’ Meals A Boost—New Mandatory Standard For Booster Seats

Safety standards for booster seats will no longer be a polite suggestion. On June 26, 2018, the U.S. Consumer Product Safety Commission (CPSC) voted 4-0 to approve a new mandatory safety standard for children’s booster seats. 83…more

Child Safety, Children's Products, Consumer Product Safety Commission (CPSC), Safety Standards

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Key M&A Trends for 2019

Despite increasing political tensions and evolving trade policies, the U.S. M&A market in 2018 enjoyed its second-best total deal value ever, according to Mergermarket. Activity through the first three quarters appeared poised…more

Acquisitions, CFIUS, Export Controls, Federal Taxes, Material Adverse Effects

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Patenting Artificial Intelligence in the U.S. – Considerations for AI Companies

Artificial intelligence (AI) encompasses technologies that have become increasingly relevant — and strategically important — to companies of all sizes across a wide range of fields. For example, AI technologies such as computer…more

Artificial Intelligence, Patents, Popular, Robotics, Technology Sector

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Japan FTC Proposes New Attorney-Client Privilege Rules For Public Comment

In April 2020, Japan’s antitrust regulator, the Japan Fair Trade Commission (JFTC), issued draft rules and guidelines establishing, among other things, limited confidentiality protections for attorney-client communications in…more

Anti-Monopoly, Antitrust Violations, Attorney-Client Privilege, Japan, Japan Fair Trade Commission (JFTC)

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Collective Redundancies In Europe

One of the difficult realities of running a business is that companies occasionally find themselves needing to make reductions to their staff headcount, be it because of workplace shutdowns due to economic difficulties,…more

Acquisitions, Collective Redundancies Directive, EU, European Court of Justice (ECJ), Germany

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UK Data Recording Obligations – Have You Got the Message?

In recent weeks, the use of encrypted messaging applications for business purposes has returned to the spotlight. In July 2023, legal challenges surrounding the disclosure of messages on devices used by former Prime Minister…more

Capital Requirements Regulation (CRR), Confidential Information, Data Recording, Disclosure, Encryption

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Class Action Suit Against Sunflower Seed Manufacturer Dismissed as Implausible

In a recent food mislabeling case, Judge Manuel Real of the Central District of California dismissed a proposed class action lawsuit finding the plaintiffs’ claims to be implausible as a matter of law. Last year, Judge Real and…more

Class Action, Dismissals, Food Labeling

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Singapore International Commercial Court Approves First Cross-Border Pre-Packaged Scheme of Arrangement

Over the Summer, the Singapore International Commercial Court (“SICC”) issued a landmark decision in In Re No Va Land Investment Group Corp [2024] SGHC(I) 17, authored by International Judge (and MoFo alum) James Michael Peck…more

Arbitration, Corporate Restructuring, Cross-Border, Default, Economic Downturn

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Recent Enforcement Action Serves as Reminder of SEC’s Active Enforcement of Tender Offer Rules

On September 6, 2024, the United States Securities and Exchange Commission (the SEC) charged Esmark Inc. (“Esmark”) and its Founder/Chairman and former CEO James Bouchard under Section 14(e) of the Securities Exchange Act of…more

Acquisitions, Disclosure, Due Diligence, Enforcement Actions, Investors

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Financial Services Report - Summer 2021

As spring turns to summer, climate change is on our minds. A new day, a new story about how financial institutions are addressing climate-related risks. In the past few months, six major banks—Bank of America, JPMorgan Chase,…more

Anti-Money Laundering, Arbitration, Artificial Intelligence, Banking Sector, Bostock v Clayton County Georgia

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Recent Second Circuit Decision Holds That Term Loans Are Not Securities in a Win for Participants in the Syndicated Loan Markets

In Kirschner, the Court of Appeals for the Second Circuit unanimously affirmed a district court order that held that notes evidencing term loans were not securities but rather “[l]oans issued by banks for commercial purposes.” …more

Chapter 11, Commercial Loans, Debentures, Department of Justice (DOJ), Loans

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Environmental Action Under Governor Newsom’s CalEPA – What’s in Store for the State?

The California Environmental Protection Agency (CalEPA) directs some of the most important environmental agencies in the state. Those sub-agencies oversee a broad swath of industries and regulate areas including toxic air…more

CalEPA, Environmental Policies, Environmental Protection Agency (EPA), Urban Planning & Development

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All Your Sale Are Belong to Us - Mitigating IP and Payments Risk in In-Game Economies

The digital age has ushered in innovative forms of entertainment and commerce, including through the development of in-game economies. In recent years, the digital landscape of gaming has expanded beyond mere entertainment,…more

Anti-Money Laundering, App Developers, Bank Secrecy Act, Consumer Financial Protection Bureau (CFPB), Contractual Safeguards

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Out of the Box - Legal guidance for the consumer product + retail industry: Volume 1, Issue 2, September 2013

In This Issue: From Flying Robots to Logistics Bliss: A Case Study; FCC’s New TCPA Rule; and Consumer Rights Set to Change in Europe. Excerpt from From Flying Robots to Logistics Bliss: A Case Study - The…more

Consumer Rights Directive, EU, FCC, Internet Retailers, Retailers

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Trends In State Antitrust Enforcement: Colorado Expands Attorney General’s Authority To Challenge Transactions On Competition Grounds

On March 20, 2020, the Colorado legislature passed a bill amending the Colorado Antitrust Act to allow the Colorado Attorney General (AG) to challenge transactions that harm competition, even where federal antitrust agencies…more

Antitrust Provisions, Department of Justice (DOJ), Federal Trade Commission (FTC), Sherman Act, The Clayton Act

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Softbank Partnership Brings Rare Victory For Refugee In Japan

Morrison Foerster lawyers successfully helped a pro bono client secure refugee status in Japan. This outcome was the result of a partnership with SoftBank, which suggested in 2021 that the firm join its in-house lawyers in…more

Client Services, Immigration Procedures, Japan, Law Firm Associates, Law Firm Partners

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The Diet Has Spoken: Japanese Lawmakers Approve Internet-Enabled Campaigning

In February 2013, we reported on legislative momentum in the Japanese Diet to bring Japan’s sixty-year-old election laws into the brave new world of Web 2.0. On April 19, 2013, that reform effort came to fruition, when a bill…more

Blogs, Facebook, Internet, Japan, New Legislation

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E-tailers Rejoice as Decisions Limit Plaintiffs’ Lawyers’ Ability to Sue in Federal Court for Alleged Violations of New Jersey’s Controversial Consumer Protection Law

Online retailers are breathing a little easier since a New Jersey federal court handed down two decisions making it more difficult for plaintiffs to prevail against such retailers in federal court under New Jersey’s…more

Class Action, E-Commerce, Truth in Consumer Contracts Laws

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FDIC Bank Receivership Frequently Asked Questions - UPDATED 3/20/2023

UPDATE (3/20 PM): Developments Related to Flagstar Bank, SVBB, SVB Financial Group, Credit Suisse, and First Republic Bank- On March 19, 2023, the FDIC announced that the agency has entered into a purchase and assumption…more

Banks, Borrowers, Deposit Accounts, FDIC, Federal Reserve

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MoFo Germany COVID-19 Update: Liquidity Management In Germany

The outbreak of COVID-19 has had a major impact on European economies. Many companies are facing unexpected shortages and unavailability of liquidity, revenues are stalling and some are struggling to preserve their commercial…more

Banks, Coronavirus/COVID-19, Financial Institutions, Germany, Liquidity

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Top 10 International Anti-Corruption Developments for May 2022

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption developments from the past month, with links to…more

Anti-Corruption, Bribery, CFTC, Civil Forfeiture, Corporate Counsel

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Non-Lab Diagnostics: FDA Regulatory Considerations

The advent of the COVID-19 rapid antigen test launched at-home diagnostics to the forefront of conversation in the life sciences industry. Many believe this is only the beginning. As the share of telehealth services increases,…more

Coronavirus/COVID-19, Diagnostic Tests, Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Laboratory Developed Tests

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UK Issues General Licence for Exports of Semiconductor and Other Emerging Technologies to Certain Countries

The UK government has issued an updated Open General Export Licence for the Export of Dual-Use items to EU Member States (which also previously covered exports to Iceland and the Channel Islands) (the “OGEL”) to allow export of…more

Emerging Technologies, Export Controls, General Licenses, Open General Export Licences (OGELs), Semiconductors

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True Facts About False Claims: MoFo's FCA Newsletter - October 2024

Designed for busy in-house counsel and compliance professionals, this newsletter seeks to bring you up to speed on key federal and state False Claims Act (FCA) developments, with links to primary resources. Each quarter, we will…more

Cybersecurity, Defense Contracts, Denial of Certiorari, Department of Justice (DOJ), E-Rates

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MoFo New York Tax Insights - Volume 10, Issue 11

FEDERAL JUDGE DISMISSES NEW YORK STATE LAWSUIT CHALLENGING $10,000 SALT DEDUCTION CAP - A federal district court judge has dismissed a suit brought by New York State (together with Connecticut, New Jersey, and Maryland) that…more

Administrative Law Judge (ALJ), Local Taxes, Net Operating Losses, Sales Tax, SALT

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California Supreme Court Unanimously Holds Against Gillette

Concluding that the California Legislature (1) is not bound by the Multistate Tax Compact (the “Compact”), (2) had unilateral authority to eliminate the apportionment formula election provision, and (3) clearly intended to do…more

Apportionment, CA Supreme Court, Gillette v Franchise Tax Board, Multistate Corporations, Multistate Tax Commission (MTC)

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Top 10 International Anti-Corruption Developments for May 2023

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past month,…more

Anti-Corruption, Bribery, Compliance, Corporate Counsel, Corruption

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All or Nothing: Supreme Court Prohibits PTAB From Partially Instituting AIA Petitions Challenging Patents

On the same day that patent challengers breathed a sigh of relief once the Supreme Court upheld the constitutionality of inter partes review (IPR) in Oil States, the Court also threw a monkey wrench into the way IPRs will be…more

America Invents Act, Constitutional Challenges, Inter Partes Review (IPR) Proceeding, Oil States Energy Services v Greene's Energy Group, Patent Trial and Appeal Board

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AI Trends For 2023 - AI Industry Faces Continued Headwinds In 2023

While the AI industry has continued to attract venture capital and produce exits in 2022, headwinds in the venture capital and broader capital markets have, as compared to 2021, resulted in a decrease in the number of venture…more

Artificial Intelligence, Financing, Investment, Popular, Technology

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European Digital Compliance: Key Digital Regulation & Compliance Developments - July 2024

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Artificial Intelligence, Compliance, Corporate Counsel, Court of Justice of the European Union (CJEU), Digital Communications

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MoFo IP Newsletter - July 2017

Supreme Court Hits Reset on Patent Venue Law in TC Heartland - In the recent TC Heartland LLC v. Kraft Foods Group Brands LLC decision, the Supreme Court reversed nearly thirty years of patent venue law and held that a…more

Disparagement, First Amendment, Forum Shopping, Free Speech, Patent Exhaustion

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M&A in 2021 and Trends for 2022

2021 M&A smashed U.S. and global records. The year saw the arrival of a new U.S. administration, the release of COVID-19 vaccines, as well as continued questions regarding the impact of the pandemic, including the year-end…more

Acquisition Agreements, Acquisitions, Antitrust Division, Artificial Intelligence, CFIUS

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Considerations Regarding Purchase Options in Leases

Two recent California cases highlight some of the unexpected consequences of entering a lease that includes an option to purchase by the tenant. In Petrolink, Inc. v. Lantel Enterprises, 21 Cal.App.5th 375 (2018), the landlord…more

Landlords, Leases, Purchase Agreement, Real Estate Market, Tenants

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Top 10 International Anti-Corruption Developments for April 2022

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption developments from the past month, with links to…more

Accounting Standards, Anti-Bribery, Anti-Corruption, Bribery, China

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Employment Law Commentary, May 2016

The New Federal Overtime Regulations: Are You Ready? - On May 18, 2016, the U.S. Department of Labor (DOL) issued its Final Rule updating its regulations to increase the salary threshold required to qualify for the federal…more

Department of Labor (DOL), Exempt-Employees, Fair Labor Standards Act (FLSA), Final Rules, Minimum Salary

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Vacation Forever? News from the German Federal Labor Court

On December 20, 2022, the German Federal Labor Court (Bundesarbeitsgericht, BAG) issued two important decisions on untaken paid leave with significant implications for all employers in Germany:..…more

Court of Justice of the European Union (CJEU), Employer Liability Issues, EU, Paid Leave, Sick Leave

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Pediatric Exclusivity For Biologics

The U.S. Food and Drug Administration’s six-month pediatric exclusivity rules that apply to drugs also largely apply to biologics (albeit with certain distinctions), which may become a valuable life cycle management strategy for…more

Biologics, Exclusivity, Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), License Applications

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Private Client - Practical Law Multi-Jurisdictional Guide 2012/13 Country Q&A: Japan

Originally published in Private Client Multi-Jurisdictional Guide 2012/13. In This Issue: Taxation; Wills and Estate Administration; Succession Regimes; Intestacy; Trusts; Ownership and Familial Relationships;…more

Beneficiaries, Deadlines, Exemptions, Inheritance, Japan

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OFAC Extends Recordkeeping Requirements from Five to 10 Years; Issues Paperwork Reduction Act Request for Comments

On September 11, 2024, OFAC announced its Interim Final Rule to Extend Recordkeeping Requirements from Five to 10 Years. The Interim Final Rule (IFR) was published in the Federal Register on September 13, 2024. Public comments…more

CFIUS, Corporate Counsel, Cuba, Export Controls, Interim Final Rules (IFR)

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Narrowing of Licensing Exemption Under California Finance Lenders Law for Consumer Lenders and Brokers

The California Department of Business Oversight (the “CDBO”) has issued a new regulation that will eliminate a statutory licensing exemption under the California Finance Lenders Law (the “CFLL”) for nonbank operating…more

Affiliates, Banks, Brokers, Consumer Lenders, Department of Business Oversight

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Happy Anniversary, DTSA: The Defend Trade Secrets Act At Five

On May 11, 2016, the Defend Trade Secrets Act (“DTSA”) was signed into law with sweeping bipartisan support, passing unanimously in the Senate, and by a vote of 410-2 in the House. In the current political climate, passing any…more

Defend Trade Secrets Act (DTSA), Ex Parte, Intellectual Property Protection, Misappropriation, Popular

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Fool Me Once, No Injunctive Relief On Behalf Of A Class Of Purchasers

Does a plaintiff who files a class action alleging false advertising have Article III standing to seek injunctive relief—even when that plaintiff is a past purchaser of the product, and therefore is aware of the defendant’s…more

Article III, Class Members, Consumers, Corporate Counsel, False Advertising

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Don’t Forget to Hit “Delete”: FTC Blog Post Clarifies COPPA Information Deletion Requirement

Most companies are familiar with the Children’s Online Privacy Protection Act (COPPA) and its requirement to obtain parental consent before collecting personal information online from children under 13. Yet COPPA also includes…more

COPPA, Federal Trade Commission (FTC), Parental Consent, Personally Identifiable Information

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Hong Kong’s New Capital Investment Entrant Scheme (CIES) – A Gateway for Private Funds

The Hong Kong government’s upcoming launch of the new Capital Investment Entrant Scheme (CIES) in mid-2024 represents a strategic initiative designed to attract high net worth investors and diversify the city’s investment…more

Capital Investments, Fund Managers, Investors, Limited Partnership Funds, Private Funds

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Top 10 International Anti-Corruption Developments For March 2020

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Anti-Corruption, Corporate Counsel, Corruption, Foreign Corrupt Practices Act (FCPA), Investigations

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M&A in 2022 and Trends for 2023

Following a year of unprecedented M&A deal activity, 2022 saw the global M&A market settle back into a more familiar pace. The year finished 38.8% lower than 2021’s record level, but only 9.3% lower than 2015-2019 averages, and…more

Acquisitions, Antitrust Division, CFIUS, Competition, Department of Justice (DOJ)

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Happy Anniversary, DTSA: The Defend Trade Secrets Act At Five

On May 11, 2016, the Defend Trade Secrets Act (“DTSA”) was signed into law with sweeping bipartisan support, passing unanimously in the Senate, and by a vote of 410-2 in the House. In the current political climate, passing any…more

Defend Trade Secrets Act (DTSA), Ex Parte, Intellectual Property Protection, Misappropriation, Popular

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Senate Republicans Introduce Legislation To Impose Sanctions On Nord Stream 2 Following The Biden Administration’s Waiver

The legal and political skirmishing continued on both sides of the Atlantic in recent weeks over Nord Stream 2, the nearly finished Russian natural gas pipeline that continues to serve as a flash point within Europe and between…more

Biden Administration, EU, Germany, Natural Gas, Office of Foreign Assets Control (OFAC)

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MoFo IP Newsletter - October 2017

8 Ways To Avoid Inter Partes Review Estoppel - Inter partes review has become an enormously popular method of challenging patents. One important downside of filing for IPR, however, is that, if the petitioner loses, it faces…more

Estoppel, Inter Partes Review (IPR) Proceeding, International Trade Commission (ITC), Patent Litigation, Patents

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California Announces Intent to Criminally Prosecute Antitrust Violations

In the latest development signaling California’s increasing efforts to police antitrust violations, on March 6, 2024, Senior Assistant Attorney General Paula Blizzard announced that the California Office of the Attorney General…more

Antitrust Violations, California, Cartwright Act, Corporate Counsel, Criminal Conspiracy

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Private Fund Advisers: Presenting Track Record and Other Performance Information Under the Marketing Rule

Private fund advisers that are registered with the Securities and Exchange Commission (SEC) under the Investment Advisers Act of 1940 (the “Advisers Act”) are subject to certain rules governing their use of investment track…more

Advertising, Exempt Reporting Advisers (ERAs), Fund Managers, Investment Adviser, Investment Advisers Act of 1940

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Marketing Private Funds to U.S. Investors — A Practical Guide for Asia-Based Managers

As the private equity (“PE”) and venture capital (“VC”) funds industry grows and matures in Asia, managers are increasingly looking to market interests in their funds to U.S.-based investors. However, many Asia-based managers we…more

Asia, Bank Holding Company Act, Broker-Dealer, CFIUS, CFTC

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Top 10 International Anti-Corruption Developments for September 2023

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past month,…more

Anti-Bribery, Anti-Corruption, Bribery, Campaign Contributions, China

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Developments Of Creditor Rights In Private Debt

Despite the COVID-19 pandemic, 2020 proved that the European private debt market remains strong. A 2021 Preqin Private Debt Report revealed that there were 504 active European private debt managers in 2020, up from 443 in 2019,…more

Coronavirus/COVID-19, Creditors, Debt, EBITDA, EU

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Supreme Court Clarifies The Boundaries Of Public Official Liability On Social Media

In its recent opinion in Lindke v. Freed, the U.S. Supreme Court addressed when public officials may be held liable for violating the First Amendment for silencing critics on social media. The Court held that a public official…more

Appeals, Appellate Courts, Disclaimers, First Amendment, Government Officials

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In SEC v. Rio Tinto PLC, the Second Circuit Confirms “Scheme Liability” Claims Require More than Misrepresentations.

Courts from the United States Supreme Court on down have long grappled with what, precisely, constitutes “scheme liability” under the federal securities laws, and to what extent a scheme can be based solely on false or…more

Corruption, False Statements, Financial Statements, Liability, Lorenzo v SEC

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“Substantial” Benefit to Employers in California Supreme Court’s New Formulation of Mixed-Motive Defense (or, Ding Dong, the Wicked Witch Motivating Factor Instruction Is Dead)

Today in Harris v. City of Santa Monica, the California Supreme Court, in a decision that favors employers, answered this question: “What is the trier of fact to do when it finds that a mix of discrimination and legitimate…more

Discrimination, Mixed Motive Cases

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The New ABC’s: Artificial Intelligence, Blockchain And How Each Complements The Other

The terms “revolution” and “disruption” in the context of technological innovation are probably bandied about a bit more liberally than they should. Technological revolution and disruption imply upheaval and systemic…more

Artificial Intelligence, Blockchain, Distributed Ledger Technology (DLT), Popular

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Liquidity Crises and Fiduciary Duties of Directors of Early-Stage Companies

The FDIC receiverships of Silicon Valley Bank and Signature Bank have caused certain early-stage companies to face potentially crippling near-term liquidity issues. These liquidity issues may result in a company becoming…more

Duty of Care, Duty of Loyalty, Early Stage Companies, FDIC, Fiduciary Duty

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UK PRA's 'Dear CEO' Letter on Exposure to Crypto-Assets

Summary - On 28 June 2018, the United Kingdom Prudential Regulation Authority (PRA) published a letter to the CEOs of banks, insurance companies and designated investment firms to communicate the PRA’s expectations regarding…more

CEOs, FinTech, Prudential Regulation Authority (PRA), UK

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The Long Long Game: The EU Financial Regulatory Agenda Into 2016 and Beyond

2016 will mark the eighth anniversary of the collapse of Lehman Brothers and the raft of regulatory reforms introduced in the aftermath of that event and the wider financial crisis will continue to be implemented during the year…more

Alternative Investment Fund Managers Directive (AIFMD), Bank Recovery and Resolution Directive (BRRD), Banking Reform, Benchmarks, Capital Markets Union

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An NPE Settles with New York, Sues FTC

Over the past year, both the legislative and executive branches of the federal government have expressed increasing support for legislation and other measures targeting patent litigation abuse by non-practicing entities (NPEs),…more

Abuse of Process, Federal Trade Commission (FTC), Non-Practicing Entities, Patent Litigation, Patent Reform

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D.C. Circuit Limits DOJ’s Ability to Retroactively Enforce FARA

Last week the D.C. Circuit released its long-anticipated opinion in the Attorney General v. Wynn, holding that the Department of Justice (“DOJ”) could not compel Steve Wynn to retroactively register under the Foreign Agents…more

Department of Justice (DOJ), Foreign Agents, Foreign Agents Registration Act (FARA), Foreign Nationals, National Security

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California Supreme Court Poised To Address The Issue Of PAGA Standing Post-Viking River

As we previously reported, the United States Supreme Court in Viking River Cruises, Inc. v. Moriana, (2022) 142 S. Ct. 1906, delivered a victory for California employers. The high court held that employers can compel arbitration…more

Arbitration, Arbitration Agreements, CA Supreme Court, Private Attorneys General Act (PAGA), Viking River Cruises Inc v Moriana

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PHH v. CFPB: Beyond the Headlines, A Big Win For Industry

There was something for everyone in the long-awaited decision from the en banc D.C. Circuit in PHH Corp. v. CFPB. In the part of the decision that has garnered widespread attention, the D.C. Circuit held that the structure of…more

Administrative Proceedings, Banking Sector, Constitutional Challenges, Consumer Financial Protection Bureau (CFPB), Dodd-Frank

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DOJ’s Pilot Program Regarding Compensation Incentives and Clawbacks

On March 3, 2023, Kenneth A. Polite, Jr., the Assistant Attorney General (“AAG”) of the Criminal Division of the U.S. Department of Justice (“DOJ”), announced the launch of the Division’s Pilot Program on Compensation Incentives…more

Clawbacks, Compliance, Corporate Misconduct, Department of Justice (DOJ), Pilot Programs

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Takeaways for In-House Counsel from the SEC’s “Shadow Insider Trading” Trial

On April 5, 2024, a jury in California federal court found a former corporate executive liable for insider trading in SEC v. Panuwat, a novel enforcement action involving a theory known as “shadow trading.” In Panuwat, the U.S…more

Breach of Duty, Corporate Counsel, Enforcement Actions, Insider Trading, Material Nonpublic Information

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Top 10 International Anti-Corruption Developments For January 2020

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Anti-Corruption, Bribery, Corporate Counsel, Corruption, Criminal Prosecution

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Risky Business: OEHHA to Require Prop 65 Data Submissions

The California Office of Environmental Health Hazard Assessment (“OEHHA”) has adopted new regulations that require businesses that make or use chemicals listed under Proposition 65 to provide certain information about the…more

Chemicals, New Regulations, OEHHA, Proposition 65, Toxic Exposure

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Carbon and Alloy Steel: Commission Hearing on Dismissal of Antitrust Claims

On April 20, 2017, the Commission heard oral arguments in Certain Carbon and Alloy Steel Products, Inv. No. 337-TA-1002, in connection with its review of Judge Lord’s Initial Determination dismissing complainant U.S. Steel’s…more

Anticompetitive Behavior, Antitrust Litigation, Antitrust Provisions, Antitrust Standing, International Trade Commission (ITC)

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Corruption Perceptions Index 2023: A Bleak Report Card for the Global Fight Against Corruption with Asia Pacific Being No Exception

On January 30, 2024, Transparency International (TI) published its annual Corruption Perceptions Index (CPI) for 2023. The 2023 CPI suggests there has been limited progress in the global fight against corruption, with TI…more

Anti-Corruption, Bribery, China, Corruption, Foreign Corrupt Practices Act (FCPA)

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FinCEN Expands its Reach with Final Rules for Investment Advisers and the Residential Real Estate Sector

Key Takeaways - •FinCEN has issued two new final rules to significantly expand regulation around certain investment adviser and residential real estate sectors to combat illicit finance in these areas. These highly anticipated…more

Anti-Money Laundering, Bank Secrecy Act, BSA/AML, Financial Crimes, FinCEN

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MoFo Lawyers Lead Pro Bono Advocacy For Reproductive Justice In A Post-Dobbs Era

Morrison Foerster has long championed the advancement of women. The U.S. Supreme Court’s 2022 decision in Dobbs v. Jackson Women’s Health Organization struck down 50 years of precedent that MoFo lawyers, on behalf of our…more

Abortion, Dobbs v. Jackson Women’s Health Organization, Pregnancy, Pro Bono, Reproductive Healthcare Issues

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USDA’S PVP System Embraces Transgenic And Gene Edited Plants

Plant Variety Protection (PVP) is a form of intellectual property protection administered through the United States Department of Agriculture (USDA) for new varieties of plants…more

Biotechnology, DNA, Intellectual Property Protection, Plant Variety Protection Act, Plant Variety Protection Office (PVPO)

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COVID-19 (Coronavirus): A Practical Checklist For Directors

As the COVID-19 (Coronavirus) outbreak continues to wreak havoc across the globe, boards of directors have a critical oversight role to play in helping their companies navigate through these uncertain times. Below is a checklist…more

Board of Directors, Business Continuity Plans, Coronavirus/COVID-19, Corporate Governance, Crisis Management

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SPAC 101 – Selected Q&A

On January 27 and 28, 2021, over 300 participants joined Morrison & Foerster’s webinars on “SPAC 101- Is 2021 the Year of SPACs in Asia?” where Partners Mitchell S. Presser, Justin R. Salon, and Ruomu Li led an in-depth…more

Asia, Initial Public Offering (IPO), Private Investment in Public Equity (PIPEs), Shareholders, Special Purpose Acquisition Companies (SPACs)

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ITC Exclusion of DOWNSTREAM Products: What Remains of EPROMS?

The U.S. International Trade Commission (“ITC” or “Commission”) has the authority to issue exclusion orders barring the importation of articles that infringe U.S. intellectual property rights. The default remedy is a limited…more

Administrative Law Judge (ALJ), Hyundai, Imports, International Trade Commission (ITC), Patent Infringement

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AI Trends For 2024 - The “Abstract Ideas” Behind Artificial Intelligence Inventions

The evolution of artificial intelligence (AI) technologies has triggered a surge in the filings of patent applications, from machine learning models to applications of those models. See USPTO, Artificial Intelligence (AI) trends…more

Abstract Ideas, Algorithms, Alice/Mayo, Artificial Intelligence, Innovative Technology

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China's Tax Administration Issues New Rules Governing Taxation of Offshore Indirect Transfers

On February 3, 2015, the PRC State Administration of Taxation (“SAT”) released the Announcement of SAT Concerning Several Matters Relating to Corporate Income Tax on Indirect Transfer of Properties by Non-tax Resident…more

China, Corporate Taxes, Foreign Investment, PRC Taxation Administration

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Hong Kong SPACs: Five Things You Need To Know

The “SPAC”-ulation is over! On September 17, 2021, the Stock Exchange of Hong Kong Limited (the Stock Exchange) issued a much anticipated consultation paper on Special Purpose Acquisition Companies (SPACs). It is proposed t…more

Hong Kong, Hong Kong Securities and Futures Commission (HKSFC), Hong Kong Stock Exchange, Initial Public Offering (IPO), Investors

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August Case Update

In July 2020, Linquet Technologies, Inc. filed a patent infringement action against Tile, Inc., accusing Tile of infringing U.S. Patent No. 10,163,318, a patent directed towards a system for detecting the location of items…more

CLS Bank v Alice Corp, Patent Infringement, Patent Litigation, Patent-Eligible Subject Matter, Patents

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CARES Act Provides Limited Bankruptcy Relief

On Friday, March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which provides $2 trillion in economic stimulus for industries and individuals faced with…more

Business Closures, Business Interruption, CARES Act, Coronavirus/COVID-19, Federal Loans

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Last Week in the Federal Circuit (April 19-23): Contingent Findings v. Alternative Holdings

As many of you probably saw, Chief Judge Prost’s tenure as Chief Judge of the Federal Circuit is coming to a close, with Judge Moore set to become the new Chief Judge on May 22. But the upcoming transition doesn’t seem to have…more

Patent Infringement, Patent Invalidity, Patent Litigation, Patents, Precedential Opinion

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Financial Services Report, Summer 2014

In This Issue: - Beltway Report - Bureau Report - Mobile Payments - Mortgage and Fair Lending Report - Operations Report - Preemption Report - Privacy Report - Arbitration Report - TCPA…more

Banks, Cybersecurity, Data Protection, Encryption, Fair Lending

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M&A in 2021 and Trends for 2022

2021 M&A smashed U.S. and global records. The year saw the arrival of a new U.S. administration, the release of COVID-19 vaccines, as well as continued questions regarding the impact of the pandemic, including the year-end…more

Acquisition Agreements, Acquisitions, Antitrust Division, Artificial Intelligence, CFIUS

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FINRA Updates Form For Private Placement Filings

In its March 2021 Regulatory Notice 21-10, FINRA announced that it has updated the form that FINRA members use to file offering documents and related information regarding their participation in private placements. See FINRA…more

Broker-Dealer, Financial Industry Regulatory Authority (FINRA), Offerings, Private Placements, Registration

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Key Highlights from California’s New Diversity Reporting Law

On October 8, 2023, California Governor Gavin Newsom signed into law Senate Bill 54[1] (the “Diversity Reporting Law”). The Diversity Reporting Law is intentionally broad in its scope and is intended to help highlight and…more

Advisors Act, California, Covered Entities, Diversity, Investors

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From Rubio's Joke to the Supreme Court: The Journey of 'Trump Too Small' in Vidal v. Elster

Does the Lanham Act’s restriction on registration of trademarks that include an individual’s name without the consent of such individual violate the Free Speech Clause of the First Amendment, even when the mark expresses…more

First Amendment, Free Speech, Iancu v. Brunetti, Lanham Act, Matal v Tam

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Delaware Supreme Court Endorses Change of Control Subject Only to a Post-Signing Passive “Market Check” and Overturns Chancery Court-Ordered Go-Shop

On December 19, the Delaware Supreme Court overturned a Delaware Chancery Court decision that imposed a mandatory obligation on a target company to solicit alternative transactions for 30 days despite a prohibition against such…more

C&J Energy, Merger Agreements, Revlon Standard, Shareholder Votes, Shareholders

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FARA-Like or FARA-Light? State Regulation of Foreign Influence

On April 2, 2024, the Georgia State Senate sent Senate Bill 368, which creates a state law version of the U.S. Foreign Agents Registration Act (FARA) for the State of Georgia, to Governor Brian Kemp for his signature. The…more

Ethics Commission, Foreign Agents Registration Act (FARA), Foreign Nationals, Governor Kemp, Lobbying Disclosure Act

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Brexit: European Patent Applications, Unitary Patents and the Unified Patent Court System

The process of Brexit will take many years, and the implications for our clients’ business will unfold over time. Our MoFo Brexit Task Force is coordinating Brexit-related legal analysis across all of our offices, and working…more

EU, European Patent Convention, European Patent Office, Intellectual Property Protection, Member State

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MoFo 2020 Asia Buyouts Report: Update On Deal Terms – Part 1: Pricing The Deal

We looked at 28 deals across Asia signed or closed pre-COVID-19 in which the buyer or a group of affiliated buyers acquired all or a significant majority of the outstanding equity of the target. We examined the common key terms…more

Asia, Audits, Buyers, Buyouts, Due Diligence

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New Regulations Increase Uncertainties Regarding Chinese Investments in Offshore Funds

On March 1, 2018, the Administrative Measures for Outbound Investments by Enterprises (“Circular 11”) issued by the National Development and Reform Commission (the “NDRC”) went into effect. In addition to regulating direct…more

China, Foreign Investment, Offshore Funds, Private Equity

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Takeaways for In-House Counsel from the SEC’s “Shadow Insider Trading” Trial

On April 5, 2024, a jury in California federal court found a former corporate executive liable for insider trading in SEC v. Panuwat, a novel enforcement action involving a theory known as “shadow trading.” In Panuwat, the U.S…more

Breach of Duty, Corporate Counsel, Enforcement Actions, Insider Trading, Material Nonpublic Information

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Last Week in the Federal Circuit (March 29-April 2): A POSA By Any Other Name …

In a slow week, the Federal Circuit nevertheless gave patent litigators everywhere a non-precedential opinion to nibble on about the definition of the ever-present person having ordinary skill in the art.  Below we provide our…more

Expert Testimony, Final Written Decisions, Obviousness, Patent Litigation, Patent Trial and Appeal Board

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Top Ten International Anti-Corruption Developments for July 2016

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Airlines, Alstom, Anti-Corruption, Argentina, Brazil

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FDIC Proposes Broader Role Under the Change in Bank Control Act

On July 30, 2024, the Federal Deposit Insurance Corporation (FDIC) issued a notice of proposed rulemaking (NPR) that would expand the FDIC’s role under the Change in Bank Control Act of 1978 (CBCA). The NPR seeks, in part, to…more

Asset Management, Bank Merger Act, CBCA, FDIC, Federal Bank Regulatory Agencies

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Tailoring Music to Your Tastes – Another Successful 101 Challenge in N.D. Cal.

Bluebonnet Internet Media Services, LLC (“Bluebonnet”) asserted three patents relating to generating media playlists against Pandora Media, LLC (“Pandora”). Judge Chhabria granted Pandora’s motion for judgment on the pleadings,…more

Pandora, Patent Litigation, Patent-Eligible Subject Matter, Patents, Section 101

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Will 2023 be the Year of the Structured Security? UPDATED 5/16/2023

As part of our Global PE Trends Webinar Series, Morrison Foerster recently hosted a webinar entitled Structures and Solutions in a Challenging Market, moderated by New York corporate partner Mitchell Presser. The webinar asked…more

Business Valuations, Convertible Debt, Debt Financing, Financial Services Industry, Investors

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En banc Federal Circuit Affirms ITC’s Authority to Issue Exclusion Orders for Induced Infringement of Method Claims

Reversing an earlier panel decision, the en banc Federal Circuit confirmed that the ITC has the authority to issue exclusion orders against imported products that ultimately are used to infringe method claims, even if those…more

Covered Business Method Patents, Direct Infringement, En Banc Review, Imports, Induced Infringement

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EMIR 2020-21 Update: REFIT, Benchmarks, Brexit, And Beyond

A recap of the key updates to the regime established by Regulation (EU) No 648/2012 of the European Parliament and of the Council of July 4, 2012 on OTC derivatives, central counterparties, and trade repositories (the European…more

AIFs, EMIR, European Securities and Markets Authority (ESMA), Exemptions, Financial Counterparties (FC)

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Show Me The Money! Unexplained Wealth Orders in the UK

Following the Criminal Finances Act 2017’s entry into force on 31 January 2018, the UK enforcement authorities added a new weapon to their arsenal in their fight against corruption. The Act introduced a new investigatory…more

Anti-Corruption, Foreign Corrupt Practices Act (FCPA), Proceeds of Crime Act 2002 (POCA), UK, Unexplained Wealth Orders (UWOs)

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U.S. Supreme Court Directs Second Circuit to Perform a Barnett Bank Analysis

On May 30, 2024, the U.S. Supreme Court held in a unanimous decision that the preemption standard codified in section 1044 (12 U.S.C. § 25b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (DFA) requires courts…more

Cantero v Bank of America NA, Consumer Protection Act, Dodd-Frank, Escrow Accounts, National Bank Act

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Delaware Chancery Court Rejects Disclosure-Only Settlement in Trulia/Zillow Merger Litigation, Making Clear Such Settlements Will Be Subject to “Increasingly Vigilant” Scrutin

On January 22, 2016, Delaware Chancellor Andre C. Bouchard rejected a proposed “disclosure-only” settlement in In re Trulia Stockholder Litigation. The decision confirms the Chancery Court’s growing skepticism for…more

Class Action, Disclosure-Based Settlements, Mergers, Shareholder Litigation, Supplemental Disclosures

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Insider Trading - 2018 Annual Review

LOOKING BACK - “The crime of insider trading is a straightforward concept that some courts have somehow managed to complicate.” So lamented United States District Court Judge Jed Rakoff in December 2018. His unorthodox first…more

Broker-Dealer, Corporate Financing, Criminal Prosecution, Department of Justice (DOJ), Enforcement Actions

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SEC Staff Recommendations to Amend Regulation S-K Pursuant to Section 72003 of the FAST Act

On November 23, 2016, the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) released its “Report on Modernization and Simplification of Regulation S-K” (the “Report”). Although the Report is part of the…more

Emerging Growth Companies, Fixing America’s Surface Transportation Act (FAST Act), Regulation S-K, Securities and Exchange Commission (SEC)

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The Foreign Corruption Risks of Electric Vehicle Production

The Biden-Harris administration has been keenly focused on mitigating climate risk, which has resulted in several executive and legislative actions promoting the use of electric vehicles (EVs), with a stated goal of having 50%…more

Anti-Bribery, Automotive Industry, Biden Administration, Department of Justice (DOJ), Electric Vehicles

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Socially Aware: The Social Media Law Update Volume 7, Issue 2

Welcome to the newest issue of Socially Aware, our Burton Award winning guide to the law and business of social media. In this edition, we offer tips for a successful—and legal—advertising campaign; we examine a New York State…more

Advertising, B2C, Big Data, Digital Goods, Discovery

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The Impact Of The COVID-19 Outbreak On PE Investors And Their Portfolio Companies In Asia – Part III

In Part I of this article, we discussed the possibility of PE investors, their portfolio companies, or their respective counterparties invoking material adverse change (MAC) or force majeure (FM) clauses to be relieved of their…more

Coronavirus/COVID-19, Force Majeure Clause, Infectious Diseases, Investors, Portfolio Companies

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About Face?: Bulk Power System Executive Order Suspended For 90 Days

On January 15, 2021, the Department of Energy (DOE) stated[1] that it intended to issue a notice of proposed rulemaking later this year as directed under the May 2020 Executive Order on Securing the United States Bulk-Power…more

Bulk Electric System, Climate Action Plan, Department of Energy (DOE), Executive Orders, Request For Information

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FTC Adopts Final HSR Rules, Substantially Expanding M&A Filing Requirements for Parties

On October 10, 2024, the U.S. Federal Trade Commission (“FTC”) voted 5-0 to adopt new Hart-Scott-Rodino (“HSR”) rules, which will substantially expand filing requirements for parties when the new rules go into effect. The…more

Acquisitions, Antitrust Division, Best Practices, Department of Justice (DOJ), Fast Track Process

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Governor Brown signs bill returning California to mainstream on “Made in USA” labeling and providing a potential avenue to end pending litigation

A bill signed last week by California Governor Jerry Brown gives manufacturers and retailers a good argument that pending litigation over “Made in USA” labeling should be dead in its tracks. That is the key takeaway from the new…more

Federal Trade Commission (FTC), Governor Brown, Labeling, Made in the USA, Manufacturers

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European Digital Compliance: Key Digital Regulation & Compliance Developments - October 2024

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Artificial Intelligence, Competition, Consumer Rights Directive, Deep Fake, Digital Platforms

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Precautions-The "Private" Issue In Privatization Transactions

A previous article by our firm has sorted out and summarized privatization transactions. As a companion article, this article will discuss a very important but easily overlooked issue in privatization transactions. The…more

Debt Financing, Going-Private Transactions, Mergers, Private Equity, Shareholders

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Coming Home – Overview of Going Private Transactions of U.S.-Listed Chinese Companies

Since the early 1990s, the U.S. stock exchanges have long been home to many prominent Chinese companies as they tried to attract a wide spectrum of investors and enhance their global profile. Over the past decade, waves of the…more

Break-Up Fee, Buyouts, Capital Markets, China, Going-Private Transactions

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Confidentiality At Risk: California Legislature Considers Bill That Would Limit Scope Of Confidentiality In Product Liability And Environmental Cases And Settlements

California lawmakers are considering a bill that would limit confidentiality in cases involving allegations of defective products or environmental harms by placing restrictions on protective orders and confidentiality terms in…more

California, Confidentiality Agreements, Disclosure, Early Dispute Resolution, Non-Disclosure Agreement

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A New Frontier for SEC Cybersecurity Enforcement? The SEC Charges SolarWinds and its CISO with Securities Fraud

Earlier this week, the SEC accused SolarWinds Corporation (“SolarWinds” or the “Company”) and its Chief Information Security Officer (“CISO”) of committing scienter-based securities fraud, among other violations, for allegedly…more

Chief Information Security Officer (CISO), Cyber Incident Reporting, Cybersecurity, Enforcement, False Statements

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Financial Services Report – Winter 2020

Happy post-election, post-socially-distanced Thanksgiving, and pre-New Year’s newsletter. Banks, non-banks, and FinTechs can look forward to eight days of announcements from the Biden transition team with their latkes and jelly…more

Arbitration, Banking Sector, Bitcoin, BSA/AML, Consumer Financial Protection Bureau (CFPB)

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Private Equity Buyer Validly Terminates Transaction by Way of “Accurate in all respects” Bring-Down Standard

On May 29, 2023, Chancellor Kathaleen McCormick of the Delaware Chancery Court held in HControl Holdings v. Antin Infrastructure Partners[1] that a private equity sponsor could walk away from its agreement to acquire a company…more

Acquisitions, Capitalization, Contract Termination, Corporate Sales Transactions, Investment

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China’s Draft Foreign Investment Law Still under Review, but “Negative List” System Comes into Effect Nationwide October 1

A February 2015 Morrison & Foerster client alert reported on the issuance of a new draft Foreign Investment Law (“FIL”) that, if promulgated, would institute far-reaching changes to the Chinese government’s oversight of foreign…more

China, Controlling Person, Foreign Investment, MOFCOM, Penalties

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Is The Coke Half Full Or Half Empty?

Earlier this month, a California federal judge certified six classes asserting state consumer protection statute claims in a multidistrict litigation alleging that The Coca-Cola Co. misled consumers about artificial flavors and…more

Class Action, Class Certification, Coca Cola, Marketing

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Deed in Escrow

Is a “deed in escrow,” sometimes referred to as a “deed in a box,” enforceable in New York? While many real estate attorneys believe that it is not, a recent court ruling illustrates that the answer may not be as straightforward…more

Bankruptcy Court, Borrowers, Deeds, Default, Escrow Holders

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M&A in 2022 and Trends for 2023

Following a year of unprecedented M&A deal activity, 2022 saw the global M&A market settle back into a more familiar pace. The year finished 38.8% lower than 2021’s record level, but only 9.3% lower than 2015-2019 averages, and…more

Acquisitions, Antitrust Division, CFIUS, Competition, Department of Justice (DOJ)

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MoFo European Funds Playlist – Summer is Coming

The MoFo European Private Funds Group knows you are busy, so we don’t waste your time. Below are the tracks we are listening to right now – and why they matter..…more

Department for Work and Pensions (DWP), EU, Financial Conduct Authority (FCA), Financial Services Industry, Private Funds

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Employment Law Commentary - Volume 28, Issue 10

Annual California Legislative Roundup - Now that the dust has settled on the California 2016 legislative session, it is once again time to round up and review the new laws impacting California employers. Although there…more

Americans with Disabilities Act (ADA), Attorney General, Criminal Background Checks, Defend Trade Secrets Act (DTSA), Department of Labor (DOL)

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Quarterly Cartel Catch-Up: 2024 Mid-Year Global Review

At the mid-year point, 2024 is shaping up to be an eventful year in cartel enforcement. In the United States, the U.S. Department of Justice (DOJ)’s Antitrust Division (Division) enjoyed two significant victories and finally…more

Algorithms, Antitrust Division, Antitrust Violations, Artificial Intelligence, Bid Rigging

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Hermès Successfully Defends its Trademark in the Metaverse

How far does a trademark extend into the digital art world? French luxury fashion brand Hermès sought to answer this question in its precedent-setting case against artist Mason Rothschild, which concluded with a win for Hermès…more

Artists, Blockchain, Corporate Counsel, Cybersquatting, Intellectual Property Protection

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The Economic Aid Act And A Second Round Of PPP Loans

The Consolidated Appropriations Act of 2021, which became law on December 27, 2021, includes a second round of stimulus funding in the form of the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act(the…more

Business Expenses, CARES Act, Coronavirus/COVID-19, Economic Aid Act, Economic Injury Disaster Loans

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Rebuffing Critics, Supreme Court Re-Affirms Ban on Post-Expiration Patent Royalties

Fifty years ago, in Brulotte v. Thys Co., the U.S. Supreme Court held that the collection of royalties after a patent’s expiration constitutes per se patent misuse. Brulotte has been widely criticized as economically irrational…more

Brulotte, Corporate Counsel, Kimble v Marvel Enterprises, Marvel Comics, Patent Act

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MoFo European Funds Playlist – Summer is Coming

The MoFo European Private Funds Group knows you are busy, so we don’t waste your time. Below are the tracks we are listening to right now – and why they matter..…more

Department for Work and Pensions (DWP), EU, Financial Conduct Authority (FCA), Financial Services Industry, Private Funds

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Updated COVID-19 Guidance From The Financial Conduct Authority

During the first week of June, the Financial Conduct Authority (FCA) issued two publications on COVID-19-related matters that will be of particular interest to FCA-authorised firms (“Firms”), including payment services firms…more

Coronavirus/COVID-19, Financial Conduct Authority (FCA), Financial Services Industry, Recordkeeping Requirements, UK

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Supreme Court Unanimously Overrules Federal Circuit’s Decision in Akamai

In a unanimous and unequivocal opinion, the Supreme Court ruled yesterday that liability for inducement of patent infringement requires that the induced entity itself perform every element of a claim, and thus directly infringe…more

Akamai Technologies, Induced Infringement, Infringement, Limelight, Limelight Networks

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MoFo Japan Disputes Newsletter – 4th Quarter 2020

Welcome to the inaugural edition of Morrison & Foerster’s quarterly newsletter on recent developments in arbitrations, investigations, and commercial and intellectual property litigation that may affect Japanese companies. In…more

Arbitration, Coronavirus/COVID-19, Department of Justice (DOJ), Electronic Communications, FCPA Corporate Enforcement Policy (CEP)

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Exemptions for Pensions and Intragroup Transactions Extended Under UK EMIR in Further Divergence from EU EMIR

Pension funds and entities with in-scope intragroup OTC derivative transactions will be able to continue to rely on the temporary exemptions from clearing and/or margining requirements under UK EMIR, following the publication of…more

CCPs, EMIR, EU, European Securities and Markets Authority (ESMA), Exemptions

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FDIC Proposes to Walk Back Key Aspects of the Brokered Deposits Rule

On July 30, 2024, the Federal Deposit Insurance Corporation (FDIC) issued a proposed rule that would unwind and considerably revise parts of the FDIC’s 2020 final rule governing brokered deposits (the “Proposed Rule”). The…more

Brokered Deposits, FDIC, Federal Deposit Insurance Act, Financial Services Industry, FinTech

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Terran Peizer Insider Trading Case

On March 1, 2023, the U.S. Department of Justice (DOJ) and Securities and Exchange Commission (SEC) brought insider trading charges against Terren S. Peizer, the founder, Executive Chairman, and Chairman of the Board of…more

Department of Justice (DOJ), Insider Trading, MNPI, Non-Public Information, Rule 10b-5

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Q3 2024: Quarterly Cartel Catch-Up

Despite the summer doldrums, cartel enforcers around the world had several notable enforcement actions and, perhaps more importantly, signaled a busy fall and winter. In the United States, the Department of Justice’s Antitrust…more

Algorithms, Antitrust Division, Antitrust Violations, Belgian Competition Authority, Bid Rigging

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Plaintiffs Beware: Is the Defendant a Co-Owner of the Asserted Patent?

In a recent summary judgment order involving patent ownership, District Judge William H. Orrick found that the defendant could not infringe the patent at issue because the defendant co-owns the patent. The plaintiffs, the…more

Co-Ownership, Patent Infringement, Patent Litigation, Patent Ownership, Patents

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Health Halo Trend Continues With Poppi "Gut Healthy" Sodas

Late last month, San Francisco resident Kirstin Cobbs initiated a class action lawsuit against poppi after purchasing its product, poppi prebiotic soda, believing the product to be “gut healthy.” Poppi sodas are packaged in cans…more

Advertising, Class Action, CLRA, Consumer Protection Laws, False Advertising

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Liquidity Crises and Fiduciary Duties of Directors of Early-Stage Companies

The FDIC receiverships of Silicon Valley Bank and Signature Bank have caused certain early-stage companies to face potentially crippling near-term liquidity issues. These liquidity issues may result in a company becoming…more

Duty of Care, Duty of Loyalty, Early Stage Companies, FDIC, Fiduciary Duty

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FDA And FTC Send Warning Letters To Companies Marketing Products To Treat Coronavirus; State Attorneys General Follow Suit

The rapid spread of coronavirus has spawned prolific marketing claims that any number of products can treat or prevent coronavirus. It comes as no surprise then that the Food and Drug Administration (FDA) and Federal Trade…more

Coronavirus/COVID-19, Deceptively Misdescriptive, Enforcement Actions, False Advertising, FDA Warning Letters

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Liquidity Crises and Fiduciary Duties of Directors of Early-Stage Companies

The FDIC receiverships of Silicon Valley Bank and Signature Bank have caused certain early-stage companies to face potentially crippling near-term liquidity issues. These liquidity issues may result in a company becoming…more

Duty of Care, Duty of Loyalty, Early Stage Companies, FDIC, Fiduciary Duty

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Top 5 SEC Enforcement Developments for September 2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in house lawyers and compliance professionals. This month included the SEC’s fiscal year end and a large number of enforcement actions…more

Bribery, Cryptocurrency, Digital Media, Disclosure Requirements, Enforcement

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Forecasting White Collar Enforcement Trends in California for 2022

In the first year of the Biden administration, leadership at the U.S. Department of Justice (DOJ), U.S. Securities and Exchange Commission (SEC), and other U.S. government agencies announced expansive efforts to investigate and…more

Bribery, California, Coronavirus/COVID-19, Corporate Crimes, Department of Defense (DOD)

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Q1 MoFo Insights – U.S. Private Company Investment Impact (Part I)

As the coronavirus (COVID-19) outbreak continues to impact business, markets, and society at large, our attorneys who work with private equity (PE) clients in the U.S. have been having conversations with those clients about…more

CARES Act, Coronavirus/COVID-19, Federal Reserve, General Partnerships, Insolvency

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Employment Practices and Future Technologies - Taking the Human Out of Human Resources

The machines are taking over. Not always apparent, but Artificial Intelligence (AI) and machine learning (ML) are finding footholds in numerous industries. One area in which AI is rapidly on the rise relates to employment…more

Artificial Intelligence, Big Data, Black Box, Hiring & Firing

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Top 5 SEC Enforcement Developments for September 2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in house lawyers and compliance professionals. This month included the SEC’s fiscal year end and a large number of enforcement actions…more

Bribery, Cryptocurrency, Digital Media, Disclosure Requirements, Enforcement

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OFAC Extends Recordkeeping Requirements from Five to 10 Years; Issues Paperwork Reduction Act Request for Comments

On September 11, 2024, OFAC announced its Interim Final Rule to Extend Recordkeeping Requirements from Five to 10 Years. The Interim Final Rule (IFR) was published in the Federal Register on September 13, 2024. Public comments…more

CFIUS, Corporate Counsel, Cuba, Export Controls, Interim Final Rules (IFR)

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California Enacts AB 1305 to Strengthen the Voluntary Carbon Market and Continues to Lead on Climate Regulation

On October 7, 2023, California took a significant step toward promoting transparency and integrity of voluntary carbon markets (VCMs) and climate-related claims by enacting Assembly Bill 1305: the Voluntary Carbon Market…more

California, Carbon Capture and Sequestration, Carbon Emissions, CFTC, Disclosure Requirements

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Q1 MoFo Insights – U.S. Private Company Investment Impact (Part I)

As the coronavirus (COVID-19) outbreak continues to impact business, markets, and society at large, our attorneys who work with private equity (PE) clients in the U.S. have been having conversations with those clients about…more

CARES Act, Coronavirus/COVID-19, Federal Reserve, General Partnerships, Insolvency

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Unsecured Creditor Perspectives in Energy Restructurings

This Practice Note provides guidance and advice to unsecured creditors in energy restructurings. This Note specifically addresses restructurings in the oil, gas, and coal industries and the strategies that unsecured creditors…more

Coal, Coal Mines, Commercial Bankruptcy, Corporate Restructuring, Creditors

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Recent SDNY Bankruptcy Court Opinion Lowers Cap on Commercial Real Estate Lease Rejection Damages

In a departure from prior precedent in the United States Bankruptcy Court for the Southern District of New York (SDNY), a recent opinion by Judge Michael E. Wiles in In re Cortlandt Liquidating LLC, effectively lowered the…more

Bankruptcy Code, Bankruptcy Court, Commercial Bankruptcy, Commercial Leases, Landlords

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A New Era for Japanese M&A? Fresh Guidelines from Key Japanese Government Agency Seek to Stimulate Corporate Value Creation through Development of Fair M&A Market

Draft of New Guidelines Published. On June 8, 2023, the Ministry of Economy, Trade, and Industry (“METI”), a Japanese government agency tasked with promoting economic vitality in the private sector,[1] published (in draft form)…more

Countermeasures, Intent, Japan, METI, Shareholders

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Federal LIBOR Transition Legislation Passed in Omnibus Spending Package

On March 15, 2022, President Joe Biden signed into law the Consolidated Appropriations Act, 2022, which includes the Adjustable Interest Rate (LIBOR) Act (the “Act”). The newly passed law facilitates the transition away from…more

Board of Governors, Consolidated Appropriations Act (CAA), Federal Reserve, Interest Rates, Joe Biden

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GSA’s Proposed Transactional Data Reporting Rule Has Significant Implications for Contractors with GSA Contract Vehicles

On March 4, 2015, as part of an effort to reform its procurement process, the General Services Administration ("GSA") issued a proposed rule that would require GSA contract holders to report certain transactional data related to…more

Federal Contractors, Federal Procurement Systems, Federal Supply Schedule (FSS), General Services Administration (GSA), Proposed Regulation

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SEC Delays Finalized Cyber Rules Until October 2023

Based on updates to its rulemaking agenda that were released last week, the U.S. Securities and Exchange Commission (SEC) has delayed approval of two cybersecurity rules until at least October 2023. Both proposed rules were…more

Corporate Counsel, Corporate Governance, Cybersecurity, Disclosure Requirements, Policies and Procedures

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Lose Your Illusion: District Court Holds That Unilateral Modification Clause Makes TOS Unenforceable

On August 8, 2024, the U.S. District Court for the Eastern District of Virginia in Lovinfosse v. Lowe’s Home Centers, LLP addressed the enforceability of an arbitration clause in Lowe’s terms of service, serving as a reminder of…more

Arbitration, Corporate Counsel, Enforceability, Illusory Contracts, Terms of Service

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The Supreme Court Expands the Cost of Doing Business: New Rules for Jurisdiction by Consent After Mallory?

Can a state require a company, as a condition of doing business in the state, to consent to being sued there for any and all claims? In Mallory v. Norfolk Southern Railway Co., 599 U.S. __ (2023), the Supreme Court concluded…more

Commerce Clause, Due Process, Mallory v Norfolk Southern Railway Co, Out-of-State Companies, PA Supreme Court

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New York Attorney General and Credit Bureaus Reach Deal Affecting Furnishers of Information to Credit Bureaus

The New York Attorney General announced a settlement with credit bureaus Equifax, Experian and TransUnion regarding credit reporting policies and practices, including methods of addressing inaccuracies identified by consumers…more

Attorney General, Corrections, Credit Reporting Agencies, Credit Reports, Data Collection

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European Digital Compliance: Key Digital Regulation & Compliance Developments - October 2024

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Artificial Intelligence, Competition, Consumer Rights Directive, Deep Fake, Digital Platforms

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M&A in 2023 and Trends for 2024

M&A activity in 2023 was subdued, as dealmakers grappled with geopolitical tensions, inflation, rising interest rates, and increasing regulatory scrutiny, against a backdrop of general economic uncertainty. Challenges in the…more

Antitrust Division, Artificial Intelligence, Big Tech, California Consumer Privacy Act (CCPA), CFIUS

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Trump the reformer?

Intellectual property rights and patent policy were not focal points during Donald Trump’s campaign. Even in the final days prior to the vote, when Hillary Clinton advocated ending the practice of fee diversion from the US…more

Intellectual Property Protection, Patents, Presidential Elections, Trump Administration, USPTO

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Eighth Circuit Denies Class Certification in Securities Fraud Suit, Finding the “Fraud-on-the-Market” Presumption of Reliance Did Not Apply Under Halliburton II

On April 12, 2016, the U.S. Court of Appeals for the Eighth Circuit issued a significant decision denying class certification in a federal securities fraud action, holding that the defendants had rebutted the fraud-on-the-market…more

Best Buy, Class Certification, Fraud-on-the-Market, Halliburton, Presumption of Reliance

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IP Newsletter - January 2015

In This Issue: - Castle Defense: Federal Circuit Reinforces Patent Damages Gate in VirnetX - Standards Patent Licensing: Always Apportionment, Sometimes Stacking - Supreme Court to Consider Good-Faith Belief…more

Biotechnology, Cisco, Expert Testimony, FRAND, Good Faith

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Supreme Court Nixes OSHA Vaccine-Or-Test Mandate But Okays Healthcare Worker Vaccine Mandate

The Supreme Court has blocked a Biden administration rule relating to COVID-19 vaccine requirements, while allowing another to take effect. The now-blocked rule, issued by the Occupational Safety and Health Administration…more

Biden Administration, Centers for Medicare & Medicaid Services (CMS), Constitutional Challenges, Coronavirus/COVID-19, Employer Mandates

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FCC Seeks Comments on Request to Exempt Fraud and Identity Theft Notifications from TCPA’s Coverage

The Federal Communications Commission (FCC) is seeking input on the American Bankers Association’s (ABA) petition requesting that the FCC exempt certain time-sensitive informational notifications from the Telephone Consumer…more

American Bankers Association, Exemptions, FCC, Fraud, Identity Theft

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MoFoREAL Q2 2022

Welcome to the latest edition of MoFoReal, our newsletter highlighting recent activities of and other developments in MoFo’s European Real Estate team. In this edition, we consider the impact of the war in Ukraine on the…more

Foreign Entities, Foreign Investment, Investment Management, Price Inflation, Real Estate Investments

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Under Lock And Key – Private Sales May Not Qualify As Public Disclosure

Recently, the Federal Circuit affirmed a PTAB decision finding that a private sale of a product did not constitute a public disclosure by the inventor of the product. The Leahy-Smith America Invents Act provides exceptions for…more

Inter Partes Review (IPR) Proceeding, Inventions, Patent Trial and Appeal Board, Patents, Prior Art

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Financial Services Report, Fall 2018

EDITOR’S NOTE - So much for the lazy days of summer. It’s been a busy couple of months on both coasts. In a case of déjà vu all over again, a New York federal court found that the CFPB structure is unconstitutional and that the…more

Arbitration, BSA/AML, Consent Order, Consumer Financial Protection Bureau (CFPB), Fair Credit Reporting Act (FCRA)

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COVID-19 Vaccines: And Then There Were Three (Again)

On December 11, 2020, a SARS-CoV-2 (COVID-19) vaccine developed by Pfizer and BioNTech became the first to receive Emergency Use Authorization (EUA) from the U.S. Food and Drug Administration (FDA). Since then, two others…more

ACIP, Biden Administration, Centers for Disease Control and Prevention (CDC), Contamination, Coronavirus/COVID-19

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Top 10 International Anti-Corruption Developments for January 2023

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past month,…more

Anti-Corruption, Bribery, Compliance, Corporate Counsel, Corruption

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European Digital Compliance: Key Digital Regulation & Compliance Developments - March 2023

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Advertising Standards Authority, Artificial Intelligence, Corporate Counsel, Corporate Taxes, Cyber Threats

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War Aid and Sanctions: National Security Act Includes Significant New Sanctions Authorities

On April 24, 2024, President Biden signed into law a long-debated $98 billion foreign aid and national security legislative package (the “Act”) providing funds for Israel, Taiwan, and Ukraine, and authorizing new sanctions and…more

Corporate Counsel, Cybersecurity, Department of Justice (DOJ), Drug Trafficking, Economic Sanctions

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Top 5 SEC Enforcement Developments for March 2024

Each month we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The Fifth Circuit’s stay of the SEC’s recent adoption of…more

Artificial Intelligence, Climate Change, Coinbase, Cryptoassets, Disclosure Requirements

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Financial Services Report, Fall 2018

EDITOR’S NOTE - So much for the lazy days of summer. It’s been a busy couple of months on both coasts. In a case of déjà vu all over again, a New York federal court found that the CFPB structure is unconstitutional and that the…more

Arbitration, BSA/AML, Consent Order, Consumer Financial Protection Bureau (CFPB), Fair Credit Reporting Act (FCRA)

See all updates »

America Invents Act Updates Take Final Form

In a last-minute decision for the 112th Congress, the House of Representatives approved an America Invents Act (AIA) technical-revisions bill as amended by the Senate (H.R. 6621) on January 1, 2013. President Obama is expected…more

America Invents Act, Derivation Proceeding, First-to-Invent, Inter Partes Review (IPR) Proceeding, Patent Reform

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Top 5 SEC Enforcement Developments for June 2022

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary sources…more

Audits, Broker-Dealer, CEOs, CFOs, Charles Schwab

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Financial Services Report, Winter 2019

The holidays came early for financial institutions when the Supreme Court agreed to hear a challenge to the constitutionality of the CFPB. We can expect fireworks in the New Year as two experienced Supreme Court practitioners…more

Arbitration, BSA/AML, Consumer Financial Protection Bureau (CFPB), Fair Lending, Financial Institutions

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AI Trends For 2024 - The “Abstract Ideas” Behind Artificial Intelligence Inventions

The evolution of artificial intelligence (AI) technologies has triggered a surge in the filings of patent applications, from machine learning models to applications of those models. See USPTO, Artificial Intelligence (AI) trends…more

Abstract Ideas, Algorithms, Alice/Mayo, Artificial Intelligence, Innovative Technology

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China’s Updated Company Law: Impacts on Shareholders’ Rights

China’s updated Company Law (the “new Law”) took effect on July 1, 2024. First promulgated on December 29, 1993, the PRC Company Law has undergone two substantial updates during its 30 years of development, the previous one…more

Articles of Association, Board of Directors, China, Corporate Governance, Foreign Investment

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California Law Requires Enhanced Fee Disclosure for Public Pension and Retirement Systems Investing in Private Funds

Assembly Bill 2833 passed by the California legislature and signed into law by Governor Jerry Brown went into effect January 1, 2017, as California Government Code Section 7514.7 (“Section 7514.7”). It received wide support in…more

Fee Disclosure, Investment Funds, Private Equity, Private Funds, Public Disclosure

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UK Regulations: Urgent Action Required from Loan-based Crowdfunding Platforms

The UK’s Financial Conduct Authority (“FCA”) published a “Dear CEO” letter on 28 February 2017 that requires urgent action from firms which operate a loan-based crowdfunding platform that facilitates loans to lending businesses…more

Borrowers, Crowdfunding, Financial Conduct Authority (FCA), FSMA, Funding Portal

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Ninth Circuit Confirms No Choice-Of-Law Analysis Necessary To Certify Settlement Class

The Ninth Circuit recently issued an opinion holding that district courts usually need not engage in rigorous analysis under the predominance inquiry of Rule 23(b)(3) before certifying a settlement class. In Jabbari v. Farmer,…more

Choice-of-Law, Class Action, Debt Collectors, Electronic Fund Transfer Act, Fair Credit Reporting Act (FCRA)

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Litigation Readiness: Seven Things to Keep in Mind

Data breach class actions continue to rise, following almost inevitably from nearly every major security incident. Here are seven things in-house counsel can do to prepare for that anticipated litigation…more

Breach Notification Rule, Case Consolidation, Class Action, Cyber Insurance, Cybersecurity

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An Addition to the European Commission’s Toolbox

On November 28, 2022, the Council of the European Union adopted the Foreign Subsidies Regulation (FSR or the “Regulation”), a new legislative tool designed to prevent foreign subsidies from distorting competition in the internal…more

Balancing Test, Competition, EU Merger Directive, European Commission, Foreign Investment

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Obviousness In Drug Combinations – Unexpected Results Vs. Unexpected Mechanisms Of Action

Ascertaining the differences between prior art and claims at issue requires interpreting the claim language and considering both the invention and the prior art references as a whole. The Supreme Court emphasized “the need for…more

Obviousness, Patent Applications, Patent Infringement, Patent Trial and Appeal Board, Patents

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A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs

In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend…more

Disclosure Requirements, Form 10-K, Form 8-K, GAAP, Initial Public Offering (IPO)

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FTC Announces New Increased HSR Filing Thresholds for 2023

On January 23, 2023, the Federal Trade Commission (FTC) published new, higher notification thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). The HSR Act requires the FTC to adjust the…more

Federal Trade Commission (FTC), Hart-Scott-Rodino Act, Size of Persons Test, Size of Transaction Test, The Clayton Act

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German Foreign Investment Control – Stricter Scrutiny For Non-EU PE Investors In Sensitive Businesses

Effective June 3, 2020, the screening of foreign direct investments (FDIs) has been expanded in Germany with a first tranche of new rules primarily affecting the healthcare sector. This expansion of the FDI control scheme…more

Acquisitions, Artificial Intelligence, AWG/AWV Rules, Critical Infrastructure Sectors, EU

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True Facts About False Claims: MoFo's FCA Newsletter - October 2024

Designed for busy in-house counsel and compliance professionals, this newsletter seeks to bring you up to speed on key federal and state False Claims Act (FCA) developments, with links to primary resources. Each quarter, we will…more

Cybersecurity, Defense Contracts, Denial of Certiorari, Department of Justice (DOJ), E-Rates

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FDIC Proposes Broader Role Under the Change in Bank Control Act

On July 30, 2024, the Federal Deposit Insurance Corporation (FDIC) issued a notice of proposed rulemaking (NPR) that would expand the FDIC’s role under the Change in Bank Control Act of 1978 (CBCA). The NPR seeks, in part, to…more

Asset Management, Bank Merger Act, CBCA, FDIC, Federal Bank Regulatory Agencies

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Second Circuit Affirms Class Decertification Based On Inadequate Representation

Class certification is often discussed as a “stage” of litigation, but the Second Circuit’s recent decision in Jin v. Shanghai Original, Inc. et al is a good reminder that, even after a class is certified, class treatment must…more

Appellate Courts, Class Action, Class Certification, Client Representation, Corporate Counsel

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Federally-Backed Debt Collection Exception Not The Supreme Court’s Cup Of T(CPA)

Barr v. Am. Ass’n of Political Consultants, Inc., 2020 WL 3633780, 591 U.S. __ (2020).[1] Earlier this month, the Supreme Court held, in a fractured decision yielding multiple concurring or dissenting opinions, that the 2015…more

Auto-Dialed Calls, Barr v American Association of Political Consultants Inc, Certiorari, Constitutional Challenges, Content-Based Restrictions

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MoFo Japan Disputes Newsletter – 2nd Quarter 2021

Welcome to Morrison & Foerster’s quarterly newsletter on dispute resolution. In this newsletter, we address recent developments in arbitrations, investigations, and commercial and intellectual property litigation that may affect…more

Anti-Corruption, Arbitration Awards, Bribery, Causation, Criminal Antitrust Anti-Retaliation Act of 2015

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Federal Antitrust Agencies Encourage Appropriate Competitor Collaboration To Address The COVID-19 Crisis

The U.S. antitrust agencies – the Department of Justice Antitrust Division (DOJ) and the Federal Trade Commission (FTC) – have recognized a need for “unprecedented cooperation between federal, state, and local governments and…more

Antitrust Provisions, Collaboration, Coronavirus/COVID-19, Department of Justice (DOJ), Enforcement

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DOJ Updates Its Guidance on Corporate Compliance Programs, with an Emphasis on AI and Whistleblowers

The ECCP is intended to assist federal prosecutors in determining whether a corporation’s compliance program was effective at the time of the alleged offense(s) and, if not, what type of enforcement, monetary penalty, and…more

Artificial Intelligence, Compliance, Department of Justice (DOJ), Emerging Technologies, Enterprise Risks

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Quarterly Cartel Catch-Up: Recent Developments in Criminal Antitrust for Busy Corporate Counsel ‒ 3rd Quarter 2023

The third quarter of 2023 was eventful for both domestic and international cartel enforcers. In the United States, the Department of Justice (DOJ) continues to revamp policies to sharpen its enforcement efforts. On October…more

Anticompetitive Behavior, Antitrust Provisions, Bid Rigging, Cartels, Collusion

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European Digital Compliance: Key Digital Regulation & Compliance Developments - October 2024

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Artificial Intelligence, Competition, Consumer Rights Directive, Deep Fake, Digital Platforms

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Top 5 SEC Enforcement Developments for February 2024

Each month we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •The SEC’s expanded definition of securities dealers; - •An $81…more

Arbitrary and Capricious, Corporate Counsel, Cryptocurrency, Investment Adviser, Investment Advisers Act of 1940

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New COVID-19 Bill Provides Additional Bankruptcy Relief

On Sunday, December 27, 2020, President Trump signed into law the Consolidated Appropriations Act, which provides $900 billion in a second wave of economic stimulus relief for industries and individuals faced with challenges…more

Bankruptcy Code, CARES Act, Consolidated Appropriations Act (CAA), Coronavirus/COVID-19, SBA

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MoFo IP Newsletter - October 2015

The Survey Says: Tiffany Is Not Generic for A Ring Setting - Last month, the Southern District of New York granted summary judgment to Tiffany & Co. on its trademark infringement claim against Costco Wholesale Corporation…more

Abuse of Dominance, Abuse of Process, America Invents Act, Apple v Samsung, China

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The End of SEC Administrative Proceedings? The Supreme Court’s Jarkesy Decision Prohibits the Agency’s Use of ALJs in Enforcement Actions Seeking Civil Penalties

On June 27, 2024, the Supreme Court decided in SEC v. Jarkesy that where the Securities and Exchange Commission (“SEC”) brings enforcement actions for civil penalties, it must do so in the federal courts, as opposed to before…more

Administrative Authority, Administrative Law Judge (ALJ), Administrative Proceedings, Civil Monetary Penalty, Constitutional Challenges

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Financial Services Report - Fall 2017

EDITOR’S NOTE - Through hurricanes, wild fires, the publication of Hillary Clinton’s book, the birth of Amal and George Clooney’s twins, and the Dodgers’ historic losing streak, Director Richard Cordray and the CFPB’s Final…more

Arbitration, BSA/AML, Credit Repair Services, Data Breach, Fair Credit Reporting Act (FCRA)

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Occasional Activists: Shaping Corporate Governance in 2024

In our previous client alert, The Rise of the “Occasional Activist,” we discussed the increase in shareholder activism through 2022 by “occasional activists” – investors who are not funds dedicated to activist strategies or who…more

Activist, Corporate Counsel, Corporate Governance, Investors, Publicly-Traded Companies

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Steering Ahead: NHTSA Looks To Modernize Rules For Automated Driving Systems

Last week, the U.S. Department of Transportation (“DOT”) steered into a new direction that may accelerate the development of self-driving technologies. The DOT’s National Highway Traffic Safety Administration (“NHTSA”), in an…more

Automation Systems, Automotive Industry, Department of Transportation (DOT), Driverless Cars, Motor Vehicles

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China Pilots Relaxed Foreign Ownership Limits for Data Center and Other Value-Added Telecom Services

China’s telecommunications regulator, the Ministry of Industry and Information Technology (MIIT), has announced a pilot scheme that would allow foreign investors to establish wholly owned subsidiaries in Beijing, Shanghai,…more

CEPA, China, E-Commerce, Foreign Investment, Foreign Ownership

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MoFoREAL: European Real Estate Newsletter (Q3 2022)

The highly anticipated Environment Bill received royal assent on 9 November 2021, as part of the UK Government’s strategy to protect and improve our environment…more

Criminal Sanctions, EU, Investors, Land Developers, Transparency

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All Your Sale Are Belong to Us - Mitigating IP and Payments Risk in In-Game Economies

The digital age has ushered in innovative forms of entertainment and commerce, including through the development of in-game economies. In recent years, the digital landscape of gaming has expanded beyond mere entertainment,…more

Anti-Money Laundering, App Developers, Bank Secrecy Act, Consumer Financial Protection Bureau (CFPB), Contractual Safeguards

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The Impact Of COVID-19 In Latin America – Part 2

The COVID-19 pandemic arrived in Latin America during the midst of broad-ranging political and economic crises involving mounting debt burdens, social unrest, falling oil and commodity prices and currency devaluations. On…more

Argentina, Coronavirus/COVID-19, Ecuador, Financial Stimulus, Infectious Diseases

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Quarterly Cartel Catch-Up: Recent Developments In Criminal Antitrust For Busy Corporate Counsel - 1st Quarter 2020

As the coronavirus disease (COVID-19) outbreak continues to unfold, entire governments, economies, businesses, and countries are being adversely affected. The World Health Organization reports that there are “still many unknowns…more

Coronavirus/COVID-19, Department of Justice (DOJ), Drug Pricing, EU, Pharmaceutical Industry

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From Rubio's Joke to the Supreme Court: The Journey of 'Trump Too Small' in Vidal v. Elster

Does the Lanham Act’s restriction on registration of trademarks that include an individual’s name without the consent of such individual violate the Free Speech Clause of the First Amendment, even when the mark expresses…more

First Amendment, Free Speech, Iancu v. Brunetti, Lanham Act, Matal v Tam

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EU AI Act – Landmark Law on Artificial Intelligence Approved by the European Parliament

The highly anticipated EU Artificial Intelligence Act is finally here! With extra-territorial reach and wide-reaching ramifications for providers, deployers, and users of Artificial Intelligence (“AI”), the Artificial…more

Artificial Intelligence, Copyright, Data Mining, Data Protection, Data Protection Impact Assessments (DPIAs)

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Marketing Private Funds to U.S. Investors — A Practical Guide for Asia-Based Managers

As the private equity (“PE”) and venture capital (“VC”) funds industry grows and matures in Asia, managers are increasingly looking to market interests in their funds to U.S.-based investors. However, many Asia-based managers we…more

Asia, Bank Holding Company Act, Broker-Dealer, CFIUS, CFTC

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The Inaugural Meeting of the White House’s Pricing Strike Force Focuses on Healthcare, Groceries, and Junk Fees

The Biden Administration recently convened the first meeting of its Strike Force on Unfair and Illegal Pricing (Strike Force), an interagency initiative announced in March 2024 to “root out and stop illegal corporate behavior…more

Anti-Competitive, Biden Administration, Department of Agriculture, Department of Health and Human Services (HHS), Department of Justice (DOJ)

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Amendment To QPAM Exemption

The Department of Labor (DOL) recently issued a final amendment (“Final Amendment”) to Prohibited Transaction Exemption (PTE) 84-14, which is otherwise known as the “QPAM Exemption.” The QPAM Exemption is a prohibited…more

Compliance, Criminal Convictions, Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA)

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Hong Kong Capital Markets Quarterly News -- April 2013

In This Issue: Major Publications and Decisions; New Listing Decisions; New Guidance Letters; Enforcement News; and Regulatory Watch. - Excerpt from Major Publications and Decisions: Chain principle offer…more

Capital Markets, China, Listing Standards

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Hong Kong Capital Markets Quarterly News -- October 2013

In This Issue: New Sponsor Regime – Guidance Letters; Policy on Listing Overseas Companies; New Listing Decisions; New Guidance Letters; and Enforcement News Excerpt from New Sponsor Regime – Guidance Letters:…more

Enforcement, Hong Kong, Listing Standards, SFC, Stocks

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FDIC Issues Proposal to Improve Bank Recordkeeping of Fintech Custodial Accounts

On September 17, 2024, the Federal Deposit Insurance Corporation (FDIC) issued a proposed rule (the “Proposed Rule”) intended to strengthen recordkeeping for banks that partner with third-party, non-bank companies to accept…more

FDIC, Federal Register, FinTech, Insured Depository Institutions, OCC

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EEOC Issues Updated Guidance For Employers On COVID-19

In a welcome development for U.S. employers, the U.S. Equal Employment Opportunity Commission (EEOC) has issued an updated announcement and updated guidance for employers about what they can and cannot ask their employees as…more

Americans with Disabilities Act (ADA), Coronavirus/COVID-19, Equal Employment Opportunity Commission (EEOC), Medical Records, Medical Testing

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Bad Influence: Complying with FTC’s Endorsement Guide

Today’s online celebrities—both verified and aspiring—can now become product sponsors with the help of a social-media account, a picture-perfect aesthetic, and several hundred thousand followers. The influencer marketing…more

Advertising, Enforcement Actions, Federal Trade Commission (FTC), FTC Endorsement Guidelines, Influencers

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Employment Law Commentary, Volume 30, Issue 8: Troester v. Starbucks Corp. – What Is A Trifle, Anyway?

On July 26, 2018, the California Supreme Court issued another highly anticipated opinion in Troester v. Starbucks Corp., clarifying application of the federal de minimis doctrine to claims for unpaid wages under California law…more

CA Supreme Court, De Minimis Claims, Starbucks, Unpaid Wages, Wage and Hour

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Darty Holdings SAS v Geoffrey Carton-Kelly: To Decide or Not to Decide?

In this client alert, we set out the key findings by the Court of Appeal in Darty Holdings SAS v Geoffrey Carton-Kelly [2023] EWCA Civ 1135, which considers an appeal against the High Court decision that a repayment by Comet…more

Appellate Courts, Creditors, Directors, Share Sale and Purchase Agreements (SPAs), UK

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New EB-5 Program Regulations Take Effect

U.S. Citizenship and Immigration Services (USCIS) published a final rule on July 24, 2019, that makes a number of significant changes to its EB-5 Immigrant Investor Program (“EB-5 Program”). These new rules are designed to…more

EB-5, Foreign Investment, Immigrant Investor Program, Immigration Procedures, USCIS

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German Foreign Investment Control – Stricter Scrutiny For Non-EU PE Investors In Sensitive Businesses

Effective June 3, 2020, the screening of foreign direct investments (FDIs) has been expanded in Germany with a first tranche of new rules primarily affecting the healthcare sector. This expansion of the FDI control scheme…more

Acquisitions, Artificial Intelligence, AWG/AWV Rules, Critical Infrastructure Sectors, EU

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CFPB Task Force Releases Recommendations For Improving Financial Services Consumer Protection

On January 5, 2021, the Consumer Financial Protection Bureau (CFPB or Bureau) Taskforce on Federal Consumer Financial Law (Task Force) released a report (Report) recommending changes designed to contemporize and strengthen…more

Consumer Financial Protection Bureau (CFPB), Credit Reports, Cybersecurity, Enforcement, FinTech

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Cloud Computing in the Financial Services Sector – the UK FCA Gets On-Message

It’s been a long wait but the UK’s financial services regulator, the Financial Conduct Authority (FCA), has published proposed guidance for UK-regulated financial services firms when using cloud computing solutions to implement…more

Cloud Computing, Financial Conduct Authority (FCA), Financial Services Industry, Information Technology Outsourcing, Popular

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The National Security Investment Act 2021 and its Implications for Distressed Investments and Restructuring

The National Security Investment Act 2021 (the “Act”) came into effect on 4 January 2022 and introduced a new UK investment screening regime focused on national security risks (the “NSI Regime”). It is similar to the Committee…more

CFIUS, Default, Insolvency, National Security, Restructuring

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ITC Exclusion of DOWNSTREAM Products: What Remains of EPROMS?

The U.S. International Trade Commission (“ITC” or “Commission”) has the authority to issue exclusion orders barring the importation of articles that infringe U.S. intellectual property rights. The default remedy is a limited…more

Administrative Law Judge (ALJ), Hyundai, Imports, International Trade Commission (ITC), Patent Infringement

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The Debt Ceiling And Its Potential Implications For Government Contractors

Contractors face potential payment uncertainty as a result of the current congressional inability to agree to increase the federal government’s debt ceiling. The government reached the official debt limit months ago, on January…more

Board of Governors, Debt Ceiling, Federal Contractors, Federal Funding, OMB

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Bill Proposes 10 Additional Years for COVID-19 Inventions

A proposed bill offers a potential boon to patent owners. If passed, the “Facilitating Innovation to Fight Coronavirus Act” will add ten years to the patent term of eligible inventions. However, the bill will temporarily curtail…more

Coronavirus/COVID-19, Infectious Diseases, Innovative Technology, Life Sciences, Medical Devices

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Court Of Chancery Rejects Common Company Defenses To Stockholder Inspection Demands, Creating Split Of Authority Within Delaware

On January 13, 2020, the Delaware Court of Chancery (Laster, V.C.) ordered AmerisourceBergen Corp. to turn over formal board materials to stockholder plaintiffs regarding its compliance with laws and regulations relating to the…more

Board of Directors, Books & Records, Breach of Duty, Fiduciary Duty, Section 220 Request

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From Dobbs To Biden v. Nebraska – A Look At The 2022-2-23 SCOTUS Terms

On September 12, 2023, MoFo litigation partner and co-chair of the Employment & Labor Group and the Women’s Strategy Committee, Tritia Murata, along with Jamie Levitt, managing partner of MoFo’s New York office, hosted a panel…more

303 Creative LLC v Elenis, Affirmative Action, Anti-Discrimination Policies, Debt Forgiveness, Diversity and Inclusion Standards (D&I)

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Top 10 International Anti-Corruption Developments for June 2024

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past month,…more

Anti-Corruption, Bribery, Corporate Counsel, Deferred Prosecution Agreements, Department of Justice (DOJ)

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IRS Reissues Proposed Regulations for Centralized Partnership Audit Regime

The new rules represent a complete overhaul of partnership audit, assessment, and collection procedures. Taxpayers should review and potentially amend partnership agreements before the new rules are scheduled to take effect on…more

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

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Last Week In The Federal Circuit (March 14-18): Federal Circuit Says No Catch For Claims of Co-Ownership

Last week’s big news was of course the official swearing in of Judge Stark. But there were plenty of other things happening at the Court. Below we provide our usual weekly statistics and a detailed discussion of our case of the…more

Co-Ownership, Intellectual Property Protection, Jury Verdicts, Obviousness, Patent Litigation

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New Face Mask Performance Standard Has Consumers Covered

ASTM International recently approved a new performance standard that will tell consumers just how much protection their cloth face masks offer. Some face coverings like N-95 respirators and surgical masks must meet certain…more

ASTM, Coronavirus/COVID-19, Emergency Use Authorization (EUA), Food and Drug Administration (FDA), Masks

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A Twist on Campbell-Ewald: Seventh Circuit Rejects Effort to Moot Class Action Claims Under F.R.C.P. 67

In Campbell-Ewald Co. v. Gomez, 136 S. Ct. 663 (2016), the United States Supreme Court held that a defendant’s unaccepted offer of complete relief under Federal Rule of Civil Procedure 68 did not moot a class plaintiff’s claim…more

Campbell Ewald v Gomez, Class Action, Federal Rules of Civil Procedure, Mootness, Offer to Compromise

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Procurement Integrity Act

The Procurement Integrity Act (“PIA”), codified at 41 U.S.C. § 2101–2107, is intended to prevent unethical and improper competitive practices from influencing federal procurements. To achieve this end, the PIA prohibits…more

Bid Proposals, COFC, Federal Contractors, GAO, Illegal Conduct

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New Tech, Old Rules: 6 Tips For Tech Cos. Managing FCA Risk

When it was first enacted in 1863, the original purpose of the False Claims Act was to prosecute war profiteers who were selling sick mules and broken muzzle-loaded rifles to the Union Army. In recent years, its use has expanded…more

False Claims Act (FCA), Federal Contractors, Product Pricing, Risk Assessment, State Contractors

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Recent Enforcement Action Serves as Reminder of SEC’s Active Enforcement of Tender Offer Rules

On September 6, 2024, the United States Securities and Exchange Commission (the SEC) charged Esmark Inc. (“Esmark”) and its Founder/Chairman and former CEO James Bouchard under Section 14(e) of the Securities Exchange Act of…more

Acquisitions, Disclosure, Due Diligence, Enforcement Actions, Investors

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Not a Token Gesture: Compensating Service Providers with Virtual Property

Questions surrounding the use of virtual currencies and other digital tokens (“tokens”) as compensation came to the forefront last month following formal guidance from the U.S. Securities and Exchange Commission (“SEC”) on token…more

Emerging Growth Companies, Financial Transactions, Initial Coin Offering (ICOs), IRS, Securities and Exchange Commission (SEC)

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Fifth Circuit Weighs In on Transfer Factors In High-Tech IP Case

The Federal Circuit is charged with disposing of the mandamus petitions that regularly arise from decisions denying transfer under 28 U.S.C. § 1404(a) in Texas patent litigation. The Fifth Circuit, whose law the Federal Circuit…more

Intellectual Property Litigation, Jurisdiction, Patent Litigation, Software, Source Code

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In the Face of Complexity and Change, the Time to Lead Is Now

EMBRACE COMPLEXITY - Organisational change, constant technological advancement and disruption, globalisation, increasing regulation, and shifts in social and geopolitical factors are the new norm for the context in which the…more

Compliance, Corporate Culture, Ethics, Leadership

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Investment Management Legal + Regulatory Update - July 2015

The 2016 compliance dates for new rules included in the SEC’s money market fund reforms are fast approaching. Among other things, the reforms include changes to stress-testing requirements, disclosure requirements, net asset…more

Disclosure Requirements, Liquidity, Money Market Funds, NAV, Regulatory Agenda

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First Token Offering Qualified by the SEC Under Regulation A

On July 10, 2019, Blockstack Token LLC (“Blockstack”), a wholly-owned subsidiary of Blockstack PBC, a Delaware public benefit corporation, became the first company to have an offering of digital assets qualified by the U.S…more

Digital Assets, Initial Coin Offering (ICOs), Regulation A, Securities and Exchange Commission (SEC), Token Sales

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DOJ Updates Monitor Selection Policy

Key Takeaways- •On March 1, 2023, the Assistant Attorney General (“AAG”) for the Criminal Division of the U.S. Department of Justice (“DOJ”), Kenneth A. Polite, Jr., issued a revised memorandum on the imposition and selection…more

Compliance Monitoring, Cooling-Off Rule, Corporate Monitoring, Department of Justice (DOJ), Diversity and Inclusion Standards (D&I)

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Marketing Private Funds to U.S. Investors — A Practical Guide for Asia-Based Managers

As the private equity (“PE”) and venture capital (“VC”) funds industry grows and matures in Asia, managers are increasingly looking to market interests in their funds to U.S.-based investors. However, many Asia-based managers we…more

Asia, Bank Holding Company Act, Broker-Dealer, CFIUS, CFTC

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FDIC Proposes to Walk Back Key Aspects of the Brokered Deposits Rule

On July 30, 2024, the Federal Deposit Insurance Corporation (FDIC) issued a proposed rule that would unwind and considerably revise parts of the FDIC’s 2020 final rule governing brokered deposits (the “Proposed Rule”). The…more

Brokered Deposits, FDIC, Federal Deposit Insurance Act, Financial Services Industry, FinTech

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Trump Threatens Sanctions Against The International Criminal Court

The United States has for decades utilized its economic clout to pursue sanctions against rogue governments and regimes, terrorists, narcotics traffickers, and human rights abusers. Now, with roughly half a year left in his…more

Executive Orders, Frozen Assets, Global Magnitsky Act, International Chamber of Commerce (ICC), NATO

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Recent Updates On Use Of Post-Filing Data As Evidence To Support Patentability

In a “first to file” patent system as exists in the United States and in most countries throughout the world, timing of when to file a patent application is critically important but must be balanced by patentability requirements…more

CNIPA, European Patent Office, First-to-File, Patent Applications, Patents

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California Revises Draft Alternative Apportionment Regulation: Confidentiality Waiver Remains

The California Franchise Tax Board (“FTB”) recently issued a revised draft regulation regarding the procedures for a taxpayer to petition for alternative apportionment under section 25137(d), title 18 of the California Code of…more

Apportionment, Confidential Information, Franchise Tax Board, Local Taxes, State Taxes

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Liquidity Crises and Fiduciary Duties of Directors of Early-Stage Companies

The FDIC receiverships of Silicon Valley Bank and Signature Bank have caused certain early-stage companies to face potentially crippling near-term liquidity issues. These liquidity issues may result in a company becoming…more

Duty of Care, Duty of Loyalty, Early Stage Companies, FDIC, Fiduciary Duty

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New Cryptocurrency Reporting Requirements

Through its recent passage of the Infrastructure Investment and Jobs Act (the “Act”), Congress resolved an open question regarding the extent to which cryptocurrency transactions should be subject to information reporting under…more

Brokers, Cryptocurrency, Digital Assets, Infrastructure Investment and Jobs Act (IIJA), Internal Revenue Code (IRC)

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Late-Stage Private Placements: A Life Sciences Sector Survey

As privately held companies choose to remain private longer and defer their initial public offerings (IPOs), these companies are increasingly reliant on raising capital in successive private placements. New categories of…more

Dilution, Initial Public Offering (IPO), Investors, JOBS Act, Life Sciences

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Conducting Examinations Faster: USPTO Introduces New Pilot Program for Semiconductor Manufacturing Applications

The U.S. Patent and Trademark Office (USPTO) initiated a program on December 1, 2023 to encourage research, development, and innovation in the semiconductor manufacturing space. The Semiconductor Technology Pilot Program (“Pilot…more

Patent Applications, Patent Examinations, Patents, Prioritized Examination, Semiconductors

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House Passes Regulatory Reform That Would Loosen Restrictions on BDCs and Other Funds

On June 8, 2017, the U.S. House of Representatives, by a vote mostly along party lines, approved a bill that would repeal many of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requirements and…more

Business Development Companies, Consumer Protection Act, Dodd-Frank, Financial CHOICE Act, Financial Institutions

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Controversial New Jersey Consumer Protection Law Creates a Potential “Gotcha” for E-Commerce Companies

If your company is involved in selling products or services to consumers in New Jersey over the web or through mobile apps, you’ll want to read this blog post…more

Class Action, Consumer Contracts, Consumer Fraud, E-Commerce, Internet Retailers

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Upjohn Upheld: D.C. Circuit Re-Affirms Privilege Protections for Multi-Purpose Internal Investigations

In one of the most important decisions of the year for corporate legal departments, on June 27, the D.C. Circuit held that a company’s internal investigation documents were protected by the attorney-client privilege where “one…more

Attorney-Client Privilege, Compliance, False Claims Act (FCA), Internal Investigations, KBR (formerly Kellogg Brown & Root)

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Accentuate the Positive: Defending Antitrust Litigation By Demonstrating the Procompetitive Character of the Challenged Conduct

For many defendants in antitrust litigation, the procompetitive nature of their alleged conduct is a topic near the bottom of the list of subjects they want to address. They would prefer to first exhaust all of the…more

Antitrust Litigation, Defense Strategies

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Top 10 International Anti-Corruption Developments for September 2021

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and case developments from the past month, with…more

Acquisitions, Anti-Corruption, Bribery, Corporate Counsel, Criminal Conspiracy

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SEC To LBRY: “You’re Overdue.” Recent Enforcement Action Highlights Evolving SEC Focus On Decentralization

“Decentralization” is a concept that has consistently vexed the entire blockchain-enabled ecosystem in the U.S., including its counsel and regulators, wherein a lack of clarity on the exact definition of decentralization has…more

Bitcoin, Blockchain, Cryptocurrency, Decentralized Finance (DeFi), Enforcement Actions

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Japan’s Efforts To Strengthen The Effectiveness Of Enforcement Against Foreign Telecommunications Operators

In Japan, the Telecommunications Business Act (Act No. 86 of 1984, the “TBA”) provides the regime applicable to the telecommunications businesses. On May 15, 2020, the Act Partially Amending the Telecommunications Business…more

Enforcement Actions, Japan, Popular, Public Comment, Telecommunications

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MoFo New York Tax Insights - Volume 5, Issue 5 - May 2014

In This Issue: - Two Combined Reporting Decisions Highlight Issues Involving “Permissive” Combined Reporting - New York State Corporate Tax Reform Legislation Enacted – What You Need to Know - Appellate Court Finds…more

Due Process, Income Taxes, Partnership Interests, Residency Status, State Budgets

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Softbank Partnership Brings Rare Victory For Refugee In Japan

Morrison Foerster lawyers successfully helped a pro bono client secure refugee status in Japan. This outcome was the result of a partnership with SoftBank, which suggested in 2021 that the firm join its in-house lawyers in…more

Client Services, Immigration Procedures, Japan, Law Firm Associates, Law Firm Partners

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Patent Term Adjustment Takes A Hit In Cellect Decision

Recently, the Federal Circuit addressed a significant issue of first impression with respect to obviousness-type double patenting (ODP), holding that ODP applies to patent claims that claim priority to the same application and…more

Obviousness, Obviousness-Type Double Patenting (ODP), Patent Litigation, Patent Term Adjustment, Patent Term Extensions

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Federal Circuit Finds Some Aspects of Inter Partes Review Institution Decisions Are Appealable

In an en banc decision issued today, January 8, 2018, the Federal Circuit ruled that a patent owner appealing an adverse inter partes review (IPR) decision can raise the issue whether the IPR should have been found to be…more

Inter Partes Review (IPR) Proceeding, Patent Litigation, Patents, Wi-Fi One

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Financial Services Report, Fall 2015

BELTWAY - Straight Out of the Seventh Circuit The Seventh Circuit recently affirmed a lower court’s ruling that the SEC cannot be sued in district court to stop it from bringing an administrative action. Bebo v. SEC, No…more

Administrative Proceedings, Anti-Money Laundering, Arbitration, Bank Secrecy Act, Class Action

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Socially Aware - Volume 6, Issue 3 - July/August 2015

Welcome to the newest issue of Socially Aware, our Burton Award winning guide to the law and business of social media. In this edition, we present a “grand unifying theory” of today’s leading technologies and the legal…more

Advertising, Consumer Bankruptcy, Copyright Infringement, Creditors, Data Collection

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MOFO Wins Dismissal For Northeastern Minnesotans For Wilderness

Morrison Foerster secured a significant victory for its pro bono client, Northeastern Minnesotans for Wilderness (NMW), obtaining the dismissal of a mining company’s lawsuit that threatened to undo government efforts to protect…more

Arbitrary and Capricious, Conservation, Department of the Interior, Lease Termination, Mining

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European Digital Compliance: Key Digital Regulation & Compliance Developments - October 2024

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Artificial Intelligence, Competition, Consumer Rights Directive, Deep Fake, Digital Platforms

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M&A in 2023 and Trends for 2024

M&A activity in 2023 was subdued, as dealmakers grappled with geopolitical tensions, inflation, rising interest rates, and increasing regulatory scrutiny, against a backdrop of general economic uncertainty. Challenges in the…more

Antitrust Division, Artificial Intelligence, Big Tech, California Consumer Privacy Act (CCPA), CFIUS

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Flip Transactions: Taking your Startup from Europe to the U.S.

Considering moving your startup from Europe to the United States? A “flip” into a U.S. corporate legal structure may be best for the long-term growth of your business. Foreign technology startups seek to reorganize in the United…more

Commercial Leases, Corporate Taxes, Emerging Technology Companies, EU, Flip Transactions

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MoFo BioMeter, Volume 5, Issue 1

The full-year 2015 BioMeter paints the picture of a strong year for biotechnology, but deeper analysis shows a cautionary trend. The average BioMeter value for the entire year across all transactions reporting up-front payments…more

Biometric Information, Initial Public Offering (IPO), Life Sciences, Pharmaceutical Industry

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CARES Act Limits On Employee Compensation

The Coronavirus Aid, Relief, and Economic Security (CARES) Act, which was signed into law by President Trump today, provides emergency aid to businesses, families and individuals affected by the COVID-19 pandemic. Any…more

CARES Act, Coronavirus/COVID-19, Paycheck Protection Program (PPP), Relief Measures, SBA

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M&A in 2023 and Trends for 2024

M&A activity in 2023 was subdued, as dealmakers grappled with geopolitical tensions, inflation, rising interest rates, and increasing regulatory scrutiny, against a backdrop of general economic uncertainty. Challenges in the…more

Antitrust Division, Artificial Intelligence, Big Tech, California Consumer Privacy Act (CCPA), CFIUS

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Bill Proposes 10 Additional Years for COVID-19 Inventions

A proposed bill offers a potential boon to patent owners. If passed, the “Facilitating Innovation to Fight Coronavirus Act” will add ten years to the patent term of eligible inventions. However, the bill will temporarily curtail…more

Coronavirus/COVID-19, Infectious Diseases, Innovative Technology, Life Sciences, Medical Devices

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U.S. Attorney for the Central District of California Announces a New Corporate and Securities Fraud Strike Force to Ramp up Efforts Targeting White-Collar Crime

On October 4, 2023, Martin Estrada, U.S. Attorney for the Central District of California (CDCA), announced the formation of a Corporate and Securities Fraud Strike Force (the “Strike Force”), a new CDCA section designed to…more

California, Corporate Crimes, Corporate Governance, Criminal Investigations, FBI

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MoFo Germany COVID-19 Update: Liquidity Management In Germany

The outbreak of COVID-19 has had a major impact on European economies. Many companies are facing unexpected shortages and unavailability of liquidity, revenues are stalling and some are struggling to preserve their commercial…more

Banks, Coronavirus/COVID-19, Financial Institutions, Germany, Liquidity

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The Code-Based Fund: The Future of Crowdsourced Startup Funding

For your startup business, crowdfunding campaigns can be a great way to both raise funds and validate your product market. Bridging the gap between crowdfunding and venture financing, the Decentralized Autonomous Organization,…more

Bylaws, Crowdfunding, Funding Portal, Shareholders, Startups

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European Digital Compliance: Key Digital Regulation & Compliance Developments - May 2024

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Artificial Intelligence, Authentication and Trust Services Regulation (eIDAS), Data Protection, Digital Marketplace, Digital Services

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Hermès Successfully Defends its Trademark in the Metaverse

How far does a trademark extend into the digital art world? French luxury fashion brand Hermès sought to answer this question in its precedent-setting case against artist Mason Rothschild, which concluded with a win for Hermès…more

Artists, Blockchain, Corporate Counsel, Cybersquatting, Intellectual Property Protection

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Structured Thoughts: News for the financial services community Volume 9, Issue 6

SEC FINES BROKER-DEALER FOR UNSUITABLE SALES OF LEVERAGED ETNS - In September 2018, the SEC fined a New York-based broker-dealer in connection with unsuitable sales of leveraged ETNs linked to the price of crude oil. In…more

Broker-Dealer, Capital Markets, ETNs, Securities and Exchange Commission (SEC), Structured Financial Products

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The Role Of ESG In PE Real Estate Investments

Investors and their stakeholders are increasing the use of environmental, social and governance (ESG) criteria to screen investments, causing private equity real estate investment managers to place more focus on measuring their…more

Asset Valuations, Climate Change, Environmental Social & Governance (ESG), Global Standards, Investment Funds

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Tapestry/Capri Handbag Merger Temporarily Halted by S.D.N.Y.

On October 24, 2024, Judge Rochon of the U.S. District Court for the Southern District of New York granted the Federal Trade Commission’s (FTC) motion for a preliminary injunction to prevent Tapestry, Inc. (“Tapestry”) from…more

Antitrust Division, Appeals, Competition, Federal Trade Commission (FTC), FTC Act

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The Short Field Guide to IPOs - November 2017

THE EMERGING GROWTH COMPANY - The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1.07 billion (originally $1 billion,…more

Capital Formation, Emerging Growth Companies, Initial Public Offering (IPO), JOBS Act, Nasdaq

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Massachusetts Appellate Tax Board Grants Refund and Allows Apportionment of Sales Tax on Software Sales

The Massachusetts Appellate Tax Board recently vacated, on its own motion, a previous decision in favor of the Commissioner of Revenue and ruled that a Massachusetts-based company (the “Company”) was entitled to a refund of…more

Local Taxes, Sales Tax, State Taxes, Tax Refunds

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Senator Klobuchar Introduces Far-Reaching Bill That Aims To Reinvigorate Antitrust Laws

On February 4, 2021, Democratic Senator and chair of the Senate Subcommittee on Antitrust, Competition Policy, and Consumer Rights Amy Klobuchar introduced the Competition and Antitrust Enforcement Reform Act of 2021 (the…more

Antitrust Division, Antitrust Provisions, Burden of Proof, Civil Monetary Penalty, Competition

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Case Sparks Advances In Literacy

A MoFo pro bono case settled in early 2020 is proving its value, as children in California are gaining basic literacy skills as a direct result of new funding made possible by the settlement…more

Funding, Pro Bono, Public Schools, Settlement

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Japanese IP High Court’s Challenges

The Intellectual Property High Court of Japan established in April 2005 will have its 10th anniversary this April. The US Court of Appeals for the Federal Circuit founded in 1982 is the model for this IP specialized court. Its…more

Japan, Patent Infringement, Patent Litigation, Patents

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International Investor Sentiment Toward Brexit - Views From Major Tech And Financial Centers

Amid the uncertainty Brexit has created, foreign investors are assessing their existing and prospective investments in the UK, with particular focus on Brexit’s potential impact on EU-UK trade and labor mobility. No one has a…more

Asia, Belgium, China, Financial Services Industry, Foreign Investment

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America Invents Act: USPTO Publishes Final Examination Guidelines for the First-Inventor-to-File Provisions

On July 26, 2012, the United States Patent and Trademark Office (USPTO) published proposed Examination Guidelines for Implementing the First-Inventor-to-File Provisions of the Leahy-Smith America Invents Act (AIA), which become…more

America Invents Act, First-to-File, On-Sale Bar, Patent Reform, Patents

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Federal Banking Agencies Adopt Climate-Related Financial Risks Guidance

On October 24, 2023, the Federal Reserve Board (FRB), the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency (together, the “Agencies”) released their final Principles for Climate-Related…more

Banks, Board of Directors, FBOs, FDIC, Federal Reserve

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Annual Review of Federal Securities Regulation - The Business Lawyer, Vol. 70, Iss. 3

This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant developments in federal…more

Accounting Controls, Amended Regulation, American Bar Association (ABA), Conflicts of Interest, Corporate Issuers

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Kick-Starting Deployment of Clean Hydrogen in the United States – The Bipartisan Infrastructure Law

In 2021, we witnessed a number of important developments in the future role of hydrogen as part of the United States’ energy transition pathway. President Biden has empowered the secretary of energy, through new legislation and…more

Carbon Capture and Sequestration, Carbon Emissions, Clean Energy, Critical Infrastructure Sectors, Department of Energy (DOE)

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European Digital Compliance: Key Digital Regulation & Compliance Developments - May 2024

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Artificial Intelligence, Authentication and Trust Services Regulation (eIDAS), Data Protection, Digital Marketplace, Digital Services

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ISDA Digital Asset Derivatives Update

On 26 January 2023, the International Swaps and Derivatives Association, Inc. (ISDA) published new standard documentation for the trading of digital asset derivatives (the Digital Asset Definitions), and a whitepaper titled…more

Bitcoin, Collateral, Derivatives, Digital Assets, Ether

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MoFo IP Newsletter - October 2015

The Survey Says: Tiffany Is Not Generic for A Ring Setting - Last month, the Southern District of New York granted summary judgment to Tiffany & Co. on its trademark infringement claim against Costco Wholesale Corporation…more

Abuse of Dominance, Abuse of Process, America Invents Act, Apple v Samsung, China

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Ninth Circuit Addresses FCRA Standing Analysis And Emphasizes Importance Of Remedial Measures

The Ninth Circuit recently issued an opinion addressing standing and willfulness under the Fair Credit Reporting Act (FCRA). In Ramirez v. TransUnion, the Ninth Circuit affirmed a jury verdict and punitive damages award,…more

Article III, Fair Credit Reporting Act (FCRA), Office of Foreign Assets Control (OFAC), Punitive Damages, Remedial Actions

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MoFo IP Newsletter - April 2017

Supreme Court Restricts the Extraterritorial Reach of U.S. Patent Law for Exported Goods - On February 22, 2017, the Supreme Court in a landmark decision held that the supply of a single component of a multicomponent…more

Cheerleaders, Co-Ownership, Component Parts Doctrine, Copyright, Copyright Litigation

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Proposed Changes in Penny Stock Delisting Rules: Proactive Steps Needed to Avoid Disruptions

On August 8, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) submitted a proposal to amend its rules regarding penny stocks (i.e., stocks trading below a $1.00 minimum bid price) to make it easier for Nasdaq to delist them. Penny…more

Capital Markets, China, Delisting, Nasdaq, Penny Stocks

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Softbank Partnership Brings Rare Victory For Refugee In Japan

Morrison Foerster lawyers successfully helped a pro bono client secure refugee status in Japan. This outcome was the result of a partnership with SoftBank, which suggested in 2021 that the firm join its in-house lawyers in…more

Client Services, Immigration Procedures, Japan, Law Firm Associates, Law Firm Partners

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Rulings, FDA Guidance May Help Food Cos. In Protein Suits

Originally published by Law360, Claudia Vetesi, Nicole Ozeran, and Lena Gankin authored an article discussing a wave of protein-labeling lawsuits hitting food manufacturers, alleging that their products’ front-label protein…more

Federal Food Drug and Cosmetic Act (FFDCA), Food & Drug Regulations, Food and Drug Administration (FDA), Food Labeling, Food Manufacturers

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Last Week in the Federal Circuit (November 2-6): Limits on Venue in Hatch-Waxman Cases

Last week was argument week at the Federal Circuit, which as usual meant the Court issued several Rule 36 affirmances and short non-precedential decisions. But tucked in between those was at least one case—a Hatch-Waxman…more

Abbreviated New Drug Application (ANDA), Generic Drugs, Hatch-Waxman, Patent Infringement, Patent Litigation

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Navigating Justice And Disability: A Conversation With Judge David Tatel

MoFo’s Disability Affinity Network recently hosted a fireside chat in its Boston office, moderated by partner and co-chair of the firm’s Appellate and Supreme Court practice Joe Palmore, with Judge David Tatel. Judge Tatel…more

Americans with Disabilities Act (ADA), Appellate Courts, Civil Rights Act, Decision-Making Process, Disability

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Hong Kong Stock Exchange Publishes Rule Changes to Complement SFC’s New Sponsor Regime

On July 23, 2013, the Hong Kong Stock Exchange published changes to its Listing Rules which complement the SFC’s new regime regarding sponsors. Both sets of changes will come into effect on October 1, 2013, except for two of the…more

China, Hong Kong, Listing Standards, SEHK, SFC

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The Impending FTC Non-Competition Final Rule

Earlier this year, on April 23, 2024, the Federal Trade Commission (the “FTC”) issued a final rule (the “Final Rule”) barring nearly all non-competition provisions for most workers in the United States. The Final Rule is set to…more

Chevron Deference, Employment Contract, Federal Trade Commission (FTC), Final Rules, Loper Bright Enterprises v Raimondo

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Update Kapitalmarkt- und Gesellschaftsrecht: Das Zukunftsfinanzierungsgesetz

Mit dem Gesetz zur Finanzierung von zukunftssichernden Investitionen (Zukunftsfinanzierungsgesetz – ZuFinG) will die Bundesregierung den Finanzstandort Deutschland stärken und Start-ups, Wachstumsunternehmen sowie kleinen und…more

Capital Markets, Convertible Bonds, EU, European Commission, European Parliament

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Dodd-Frank at 4: Where do we go from here?

Where do we go from here? As we mark another milestone in regulatory reform with the fourth anniversary of the enactment of the Dodd-Frank Act, it strikes us that although most studies required to be undertaken by the Act have…more

Accredited Investors, AIF, Alternative Investment Fund Managers Directive (AIFMD), Bank Recovery and Resolution Directive (BRRD), Capital Rules

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Last Week In The Federal Circuit (May 15 – May 19): Joint Inventorship and Insignificant Contributions

This week’s bacon-related case of the week may lack a certain recognizable savory smell, but it still manages to pack some helpful insights on the law of joint inventorship. Case of the (recent) week: HIP, Inc. v. Hormel…more

Intellectual Property Protection, Inventors, Joint Inventors, Patent Applications, Patent Litigation

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Last Week in the Federal Circuit (February 8-12): Patent Term Adjustments When Examiners Back Down

Did you remember to send your favorite examiner a Valentine’s Day card?  Okay, so maybe that’s not the typical applicant/examiner relationship.  But this week we do look at some potential consequences from the back and forth…more

Patent Examinations, Patent Litigation, Patent Term Adjustment, Patent Trial and Appeal Board, Patents

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Cases to Watch: Gilead Life Sciences v. Superior Court - October 2024

The Supreme Court of California is gearing up to decide an important question for the future of product liability law: Do drug manufacturers have a duty to innovate? In other words, does a manufacturer of a non-defective drug…more

CA Supreme Court, Food and Drug Administration (FDA), Generic Drugs, Innovator Liability, Life Sciences

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New York State Slated to Join Post-Employment Non-Compete Ban Bandwagon

New York State is expected to join the growing number of states that significantly limit or prohibit non-compete agreements. On June 20, 2023, the New York State legislature passed S3100A, a bill broadly prohibiting…more

Employment Contract, New York, Non-Compete Agreements, Proposed Rules, Retroactivity

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New York Enacts Material Healthcare Transactions Notice Requirements: Four Key Takeaways

On May 3, 2023, New York Governor Kathy Hochul signed into law an amendment to the New York Public Health Law that will require certain healthcare entities to provide the State Department of Health (DOH) with written notice and…more

Health Care Providers, Hospitals, Mergers, New York, Notice Requirements

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Last Week in the Federal Circuit (January 25-29): Year 1993 and LTE Technology

Despite no precedential patent decisions at the Federal Circuit, the Court still addressed some interesting issues last week, including whether a license agreement from 1993 bars patent infringement claims on LTE technology 25…more

Abuse of Discretion, IP License, License Agreements, Patent Infringement, Patent Litigation

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PTO Issues New Draft Guidance for Determining Patent-Eligible Subject Matter

The United States Patent and Trademark Office (PTO) issued interim guidance for use by its personnel when determining patent-eligible subject matter under 35 U.S.C. § 101 (“Section 101”). The new guidance will alter the way…more

AMP v Myriad, CLS Bank v Alice Corp, Guidance Update, Mayo v. Prometheus, Patent-Eligible Subject Matter

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Key M&A Trends For 2020

Global M&A made another strong showing in 2019, as stock markets, while at times bumpy, rose to new highs, private equity firms raised record funds, and companies searched for growth and ways to address technological and other…more

Acquisitions, Antitrust Provisions, CFIUS, Critical Infrastructure Sectors, Foreign Investment

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2023 M&A Annual Review

Our M&A team is honored to have represented clients in some of the most compelling transactions in 2023—from advising SoftBank on two acquisitions of public companies in the robotics space, to partnering with sustainable food…more

Aiding and Abetting, Antitrust Provisions, Artificial Intelligence, Economic Sanctions, Environmental Social & Governance (ESG)

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Don’t Force It: UK Supreme Court Confirms Force Majeure Does Not Require a Party to Accept Non-Contractual Performance

The UK Supreme Court in RTI Ltd v MUR Shipping BV has unanimously held that, as a general point of principle, parties to a contract cannot be prevented from relying on a force majeure clause if they refuse to accept…more

Commercial Litigation, Force Majeure Clause, Office of Foreign Assets Control (OFAC), U.S. Treasury, UK

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Full Steam Ahead for Cartel Enforcement in 2024

As anticipated, cartel enforcement is ramping up at the start of 2024 and investigations relating to artificial intelligence (AI) are taking center stage. Leadership of both the broader Department of Justice (DOJ) and the…more

Antitrust Division, Antitrust Violations, Artificial Intelligence, Bid Rigging, Cartels

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Carbon and Alloy Steel: Commission Hearing on Dismissal of Antitrust Claims

On April 20, 2017, the Commission heard oral arguments in Certain Carbon and Alloy Steel Products, Inv. No. 337-TA-1002, in connection with its review of Judge Lord’s Initial Determination dismissing complainant U.S. Steel’s…more

Anticompetitive Behavior, Antitrust Litigation, Antitrust Provisions, Antitrust Standing, International Trade Commission (ITC)

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Top 10 International Anti-Corruption Developments for August 2024

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past month,…more

Asset Recovery, Bribery, Commodities Traders, Corporate Counsel, Department of Justice (DOJ)

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Litigation Readiness: Seven Things to Keep in Mind

Data breach class actions continue to rise, following almost inevitably from nearly every major security incident. Here are seven things in-house counsel can do to prepare for that anticipated litigation…more

Breach Notification Rule, Case Consolidation, Class Action, Cyber Insurance, Cybersecurity

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TCPA Vicarious Liability Limited by Ninth Circuit in Texting Class Action

In the high-risk Telephone Consumer Protection Act (TCPA) arena, the Ninth Circuit recently offered some respite. On January 10, 2018, the Ninth Circuit limited the potential liability that companies may unknowingly face for the…more

Class Action, Corporate Counsel, Payday Loans, TCPA, Vicarious Liability

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M&A in 2023 and Trends for 2024

M&A activity in 2023 was subdued, as dealmakers grappled with geopolitical tensions, inflation, rising interest rates, and increasing regulatory scrutiny, against a backdrop of general economic uncertainty. Challenges in the…more

Antitrust Division, Artificial Intelligence, Big Tech, California Consumer Privacy Act (CCPA), CFIUS

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Liquidity Crises and Fiduciary Duties of Directors of Early-Stage Companies

The FDIC receiverships of Silicon Valley Bank and Signature Bank have caused certain early-stage companies to face potentially crippling near-term liquidity issues. These liquidity issues may result in a company becoming…more

Duty of Care, Duty of Loyalty, Early Stage Companies, FDIC, Fiduciary Duty

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Quarterly Cartel Catch-Up: Recent Developments in Criminal Antitrust for Busy Corporate Counsel ‒ 3rd Quarter 2023

The third quarter of 2023 was eventful for both domestic and international cartel enforcers. In the United States, the Department of Justice (DOJ) continues to revamp policies to sharpen its enforcement efforts. On October…more

Anticompetitive Behavior, Antitrust Provisions, Bid Rigging, Cartels, Collusion

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Massachusetts Appellate Tax Board Holds that Corporation Relying on Contract Manufacturing is a Manufacturer Subject to Single-Factor Apportionment

The Massachusetts Appellate Tax Board held that a corporation relying on contract manufacturing to produce its products was a “manufacturing corporation” and, therefore, required to use a single-factor apportionment formula in…more

Local Taxes, State Taxes, Tax Court

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Social Media E-Discovery: Are Your Facebook Posts Discoverable in Civil Litigation?

Judge Richard J. Walsh began his opinion in Largent v. Reed with the following question: “What if the people in your life want to use your Facebook posts against you in a civil lawsuit?” With the explosive growth of social…more

Admissible Evidence, Discovery, Electronically Stored Information, Facebook, Motion to Compel

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Last Week In The Federal Circuit (April 4 - 8): Claim Differentiation Carries The Day

Last week was argument week at the Federal Circuit, and we’ve already begun seeing decisions from the argued cases trickle in. Below we provide our usual weekly statistics and a detailed discussion of our case of the week—our…more

Claim Construction, Patent Litigation, Patent Prosecution, Patent Prosecution History, Patents

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Socially Aware: The Social Media Law Update Volume 7, Issue 3

How To Protect Your Company’s Social Media Currency - Today’s companies compete not only for dollars but also for likes, followers, views, tweets, comments and shares. “Social currency,” as some researchers call it, is…more

Clickwrap Agreements, Data Security, Digital Single Market, EU, EU-US Privacy Shield

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All Your Sale Are Belong to Us - Mitigating IP and Payments Risk in In-Game Economies

The digital age has ushered in innovative forms of entertainment and commerce, including through the development of in-game economies. In recent years, the digital landscape of gaming has expanded beyond mere entertainment,…more

Anti-Money Laundering, App Developers, Bank Secrecy Act, Consumer Financial Protection Bureau (CFPB), Contractual Safeguards

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Q3 2024: Quarterly Cartel Catch-Up

Despite the summer doldrums, cartel enforcers around the world had several notable enforcement actions and, perhaps more importantly, signaled a busy fall and winter. In the United States, the Department of Justice’s Antitrust…more

Algorithms, Antitrust Division, Antitrust Violations, Belgian Competition Authority, Bid Rigging

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“No Deal” Brexit Doesn’t Deal Out UK Trademark Protection

The European Union Trademark (EUTM) is possibly the most widely used vehicle worldwide to protect trademark rights. As the possibility of a so-called “no deal” Brexit becomes ever more likely, many of our clients wonder what…more

Corporate Counsel, EU, European Union Trade Mark (EUTM), International Trademark Protection, No-Deal Brexit

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Germany, UK, USA: Are Patent Exceptions The Cure To COVID-19?

As the COVID-19 pandemic continues to spread globally, the life sciences industry is at the forefront of addressing the urgent need for pharmaceuticals, diagnostics, ventilators, and personal protective equipment capable of…more

Coronavirus/COVID-19, Crisis Management, Emergency Management Plans, Infectious Diseases, Life Sciences

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Fake News & Paid Reviews: FTC Seeks Comments On Its Endorsement Guides

The Federal Trade Commission (FTC) appears to be using its ongoing review of current rules and guides to revisit its approach to driving home the message that the relationship between a social media “influencer” and the brand he…more

Disclosure Requirements, Endorsements, Fake Reviews, Federal Trade Commission (FTC), FTC Endorsement Guidelines

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Preventing Corruption While Protecting Personal Information

Multinational businesses are subject to a patchwork of laws of the various jurisdictions in which they operate. Complying with the myriad rules and regulations can be challenging. Compliance obligations vary from one country to…more

Anti-Corruption, Compliance, Consent, Corruption, Data Protection

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New Cal/OSHA COVID-19 Standards Relax Workplace Restrictions

On June 17, 2021, Cal/OSHA adopted revised COVID-19 Prevention Emergency Temporary Standards, relaxing many of the previous COVID-19 requirements for employers in light of the growing number of vaccinated individuals in the…more

Americans with Disabilities Act (ADA), Cal-OSHA, Coronavirus/COVID-19, Documentation, Masks

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Equitable or Equity Committees: Lessons from Recent Cases

The second half of 2016 saw a surge in the number of requests to form official equity committees, especially in commodity-related restructurings. This most recent restructuring cycle began in August 2015 and remains active. At…more

Bankruptcy Court, Chapter 11, Equity, Insolvency, Restructuring

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Coronavirus (COVID-19) “CARES Act” Provides Targeted Tax Relief For Businesses

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act, H.R. 748 (the “CARES Act”) was approved by Congress and signed into law by President Trump. The legislation is approximately 880 pages in length and sets…more

CARES Act, Coronavirus/COVID-19, Financial Stimulus, Relief Measures, SBA

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The Rise of Recurring Revenue Loans in Europe

As growth stage companies rapidly expand there is frequently a need for additional funding to support continued growth notwithstanding that the business is not yet generating (or is only just generating) positive EBITDA…more

Acquisitions, Borrowers, EBITDA, EU, Loans

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Q3 2024: Quarterly Cartel Catch-Up

Despite the summer doldrums, cartel enforcers around the world had several notable enforcement actions and, perhaps more importantly, signaled a busy fall and winter. In the United States, the Department of Justice’s Antitrust…more

Algorithms, Antitrust Division, Antitrust Violations, Belgian Competition Authority, Bid Rigging

See all updates »

SCOTUS Limits Certain 10(b) Claims Based on Violations of Item 303

In a unanimous decision issued on Friday, the U.S. Supreme Court held that a corporation’s failure to disclose information regarding known trends or uncertainties, required by SEC regulation, cannot be the basis for private…more

Disclosure Requirements, Failure To Disclose, Financial Services Industry, Macquarie Infrastructure Corp v Moab Partners LP, Omissions

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Cyber Compliance On Trial: Court Denies Summary Judgment In Aerojet FCA Case

Aerojet Rocketdyne received another blow last week in its long running battle to end a 2015 False Claims Act suit alleging it lied about its compliance with cybersecurity requirements in order to win several federal contracts…more

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

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Biden Administration Extends Statute of Limitations for PPP and EIDL Fraud to Ten Years

Two weeks ago, President Biden signed two laws extending the statute of limitations for civil and criminal fraud actions involving the Paycheck Protection Program (PPP) and Economic Injury Disaster Loans (EIDL) to ten years…more

Biden Administration, CARES Act, Coronavirus/COVID-19, Department of Justice (DOJ), Economic Injury Disaster Loans

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New Regulations Rooted In Evidence: Looking Back On How EPA And USDA Updated Engineered Plant Regulations And Labeling In 2023

Alongside rapid advances in biotechnology that are improving fine-tuned genetic engineering in plants, regulation for such plants is also rapidly evolving, including several important updates in the past year…more

APHIS, Biotechnology, Environmental Protection Agency (EPA), FIFRA, Final Rules

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Financial Services Report – Winter 2020

Happy post-election, post-socially-distanced Thanksgiving, and pre-New Year’s newsletter. Banks, non-banks, and FinTechs can look forward to eight days of announcements from the Biden transition team with their latkes and jelly…more

Arbitration, Banking Sector, Bitcoin, BSA/AML, Consumer Financial Protection Bureau (CFPB)

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[Webinar] The Impact of EU Whistleblowing Developments on Multinational Organizations - March 29th, 11:00 am - 12:00 pm ET

In this webinar, Morrison & Foerster partner Alja Poler De Zwart and associate Mercedes Samavi will discuss EU countries’ efforts to implement the Whistleblowing Directive into national law. We will also highlight some…more

Continuing Legal Education, EU, Multinationals, New Legislation, Webinars

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Rare Disease: Sustained Progress In Development Regardless Of The Pandemic

Sunday, February 28, 2021, was Rare Disease Day. With so much focus on COVID-19 throughout 2020, it’s important to recognize the continued work done in rare disease drug development by sponsors and FDA throughout 2020. In…more

Applicants, Coronavirus/COVID-19, Food and Drug Administration (FDA), Life Sciences, Orphan Drugs

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Has the Gravy Train (or Truck) Been Derailed for Litigation Funders? UK Supreme Court Deals Blow to Litigation Funders

In the recent case of R (PACCAR Inc & ors.) v Competition Appeal Tribunal & ors [2023] UKSC 28, the UK Supreme Court found that litigation funding agreements (“LFAs”) involve the provision of “claim management services”, which…more

Damages, European Commission, Litigation Funding, UK, UK Competition Appeal Tribunal (CAT)

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Federal Circuit Clarifies Scope Of Obviousness-Type Double Patenting In Allergan USA V. MSN Laboratories

On August 13, 2024, the U.S. Court of Appeals for the Federal Circuit issued a welcomed decision to patentees in Allergan USA, Inc. v. MSN Laboratories Private Ltd., No. 24-1061 (Fed. Cir. 2024) clarifying the scope of…more

Biotechnology, Corporate Counsel, Double Patent, Intellectual Property Protection, Life Sciences

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U.S. Sanctions Enforcement: 2022 Trends and Lessons Learned

Today’s alert—the third and final installment in our Sanctions 2022 Year in Review series—provides an overview of U.S. sanctions enforcement in 2022, including the key lessons learned from the enforcement actions issued by the…more

Corporate Counsel, Department of Justice (DOJ), Economic Sanctions, Enforcement Actions, FinCEN

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Beyond Final Rejection: What’s Next For Patent Prosecution After USPTO Terminates Its After Final Consideration Program?

On October 1, 2024, the United States Patent and Trademark Office (USPTO) announced that it is terminating its After Final Consideration Pilot Program 2.0 (AFCP 2.0), which is set to expire on December 14, 2024. The expiration…more

Notice of Appeal, Patent Applications, Patent Examinations, Patent Trial and Appeal Board, Patents

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Companies House to impose new ID verification requirements

The Economic Crime and Corporate Transparency Act 2023 (“ECCTA”) introduces changes to UK company law to ensure accuracy of public information and reduce the possibility of fraud. Some of the key points are:..…more

Corporate Crimes, Corporate Transparency Act, Directors, Financial Crimes, Fraud

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Chevron Overruled and SEC Enforcement Cabined: Any Impact at the ITC?

For nearly 40 years, when a court found that a statute was ambiguous, it deferred to the reasonable interpretation of the federal agency administering the statute. This principle—known as Chevron deference, after the 1984…more

Administrative Procedure Act, Article III, Chevron Deference, Chevron v NRDC, Corporate Counsel

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New AG Guidance Clarifies Scope of California’s “Hidden Fees” Ban

On May 8, 2024, the California Attorney General’s Office issued highly anticipated guidance on Senate Bill 478 (SB 478), also known as the “Hidden Fees Statute.” This law, set to go into effect on July 1, 2024, seeks to put an…more

California, Civil Monetary Penalty, CLRA, Goods or Services, Hidden Fees

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Will 2023 be the Year of the Structured Security? UPDATED 5/16/2023

As part of our Global PE Trends Webinar Series, Morrison Foerster recently hosted a webinar entitled Structures and Solutions in a Challenging Market, moderated by New York corporate partner Mitchell Presser. The webinar asked…more

Business Valuations, Convertible Debt, Debt Financing, Financial Services Industry, Investors

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Private Equity Buyer Validly Terminates Transaction by Way of “Accurate in all respects” Bring-Down Standard

On May 29, 2023, Chancellor Kathaleen McCormick of the Delaware Chancery Court held in HControl Holdings v. Antin Infrastructure Partners[1] that a private equity sponsor could walk away from its agreement to acquire a company…more

Acquisitions, Capitalization, Contract Termination, Corporate Sales Transactions, Investment

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New York Passes Landmark Rent Reform Bill

On Friday afternoon, June 14, 2019, New York Gov. Andrew Cuomo signed into law Senate Bill S6458, also known as the “Housing Stability and Tenant Protection Act of 2019” (the new “Rent Regulations”), after the bill passed the…more

Affordable Housing, Rent, Rental Property, State and Local Government

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New York’s Highest Court Rebuffs Facebook’s Efforts to Protect the Rights of Its Users in Search Warrant Fight

Facebook’s four-year battle on behalf of its users, seeking to quash 381 warrants obtained by the New York County District Attorney’s Office, has come to a close. The decision of the New York Court of Appeals—which is New York’s…more

Appeals, Facebook, Fraud, Social Media, Social Security Disability

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Employment Law Commentary -- Volume 26, Issue 2, February 2014 - Some Thoughts on the New OFCCP Data Collection Regulations for Veterans and Individuals with Disabilities that Take Effect March 24, 2014

If You Have to Ask . . . Most of us understand that employers should not ask for personal information from employees (or applicants for employment) if that information would be illegal to use in making employment…more

Affirmative Action, Data Collection, Disability, OFCCP, Veterans

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Last Week in the Federal Circuit (February 1-5): The Growing Universe of Printed Publications

Since yesterday was the Super Bowl, we assume that all of our readers spent today as we did, thinking about the Federal Circuit's recent decision in M&K Holdings about a video compression patent. If not, we've got you covered. …more

Appeals, Inter Partes Review (IPR) Proceeding, Patent Litigation, Patent Trial and Appeal Board, Patents

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How do Rule 23(f) petitions fare in the Ninth Circuit?

The Ninth Circuit gets more requests to appeal class-certification decisions under Rule 23(f) than any other court.  How do those requests fare?  We take a look below, drawing from this invaluable nationwide study by Professor…more

Appeals, Appellate Review, Class Action, Class Certification, FRCP 23(f)

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Service-level Agreement Basics

Given the broad use and relative importance of service-level agreements (SLAs) in a variety of contexts, in this blog post, we provide an overview of the basics of SLAs and what they should address. An SLA is an important part…more

Cloud Computing, Cloud Service Providers (CSPs), Goods or Services, SaaS, Service Credits

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New York City’s Climate Mobilization Act

While cities around the globe have talked for years about the need to cut back on carbon emissions and their overall impact on the environment, New York City has taken bold and aggressive action in this regard. The Climate…more

Building Codes, Green Buildings, Greenhouse Gas Emissions, Local Ordinance

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Cases to Watch: Gilead Life Sciences v. Superior Court - October 2024

The Supreme Court of California is gearing up to decide an important question for the future of product liability law: Do drug manufacturers have a duty to innovate? In other words, does a manufacturer of a non-defective drug…more

CA Supreme Court, Food and Drug Administration (FDA), Generic Drugs, Innovator Liability, Life Sciences

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Illumina Grail: European Court Limits Commission Jurisdictional Reach in Merger Cases

The European Court of Justice (the ECJ), the EU’s highest court, has fully rejected the European Commission’s (the Commission) policy of interpreting Article 22 of the EU Merger Regulation (EUMR)[1] in a way that would allow the…more

EU, EUMR, European Court of Justice (ECJ), Jurisdiction, Member State

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Transforming the U.S. Healthcare Industry with Blockchain Technology

Patients accumulate vast quantities of healthcare data over the course of their lives. Those data are generally housed in centralized servers operated by various unrelated industry participants, including government regulators…more

Blockchain, Centers for Medicare & Medicaid Services (CMS), Distributed Ledger Technology (DLT), FinTech, Medical Records

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Taxpayers Achieve Administrative Procedure Act Victories

Two recent federal district court decisions evaluated whether the process historically utilized by the Department of Treasury and the Internal Revenue Service (“IRS”) to issue guidance satisfied the requirements of the…more

Administrative Procedure Act, Arbitrary and Capricious, Foreign Corporations, GILTI tax, Internal Revenue Code (IRC)

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European Digital Compliance: Key Digital Regulation & Compliance Developments - May 2024

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Artificial Intelligence, Authentication and Trust Services Regulation (eIDAS), Data Protection, Digital Marketplace, Digital Services

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Top 10 International Anti-Corruption Developments For March 2021

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Anti-Corruption, Audits, Brazil, Bribery, CFOs

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Out of the Box: Legal guidance for the consumer product + retail industry - Volume 2, Issue 1, Spring 2014

In This Issue: - California Announces First Consumer Products Subjected To New Green Chemistry Rules - FDA Issues Final Guidance Distinguishing Liquid Dietary Supplements from Beverages - Private Surgeon General…more

Conflict Mineral Rules, Dietary Supplements, Food and Drug Administration (FDA), Green Chemistry, Retailers

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Recent Enforcement Action Serves as Reminder of SEC’s Active Enforcement of Tender Offer Rules

On September 6, 2024, the United States Securities and Exchange Commission (the SEC) charged Esmark Inc. (“Esmark”) and its Founder/Chairman and former CEO James Bouchard under Section 14(e) of the Securities Exchange Act of…more

Acquisitions, Disclosure, Due Diligence, Enforcement Actions, Investors

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Federal Circuit Overrules Obviousness Test for Design Patents

In its first en banc patent decision since 2018, the Federal Circuit overruled the longstanding obviousness test for design patents under 35 U.S.C. 103. LKQ Corp. v. GM Global Tech. Operations LLC, No. 21‑2348 slip op. (Fed…more

Design Patent, En Banc Review, Graham Factors, Obviousness, Patent Applications

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California Supreme Court Unanimously Holds Against Gillette

Concluding that the California Legislature (1) is not bound by the Multistate Tax Compact (the “Compact”), (2) had unilateral authority to eliminate the apportionment formula election provision, and (3) clearly intended to do…more

Apportionment, CA Supreme Court, Gillette v Franchise Tax Board, Multistate Corporations, Multistate Tax Commission (MTC)

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TILA-RESPA Integrated Disclosure Rule Updates and Additional

On September 8, 2014, the CFPB issued an updated Small-Entity Compliance Guide to the new TILA-RESPA integrated disclosure rule. This updates the original guide issued in April 2014 to provide additional resources on the rule…more

Consumer Financial Protection Bureau (CFPB), Disclosure Requirements, Market Participants, RESPA, Truth in Lending Act (TILA)

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Employment Law Commentary - Volume 27, Issue 8, August 2015

The extent of an employer’s duty to provide reasonable accommodations to employees with mental impairments can be difficult to discern, especially in where an adverse action is taken in connection with conduct that is caused by…more

Americans with Disabilities Act (ADA), Association Discrimination, Disability Discrimination, Equal Employment Opportunity Commission (EEOC), European Court of Justice (ECJ)

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Socially Aware: Fake Reviews, Real Rulings, And An Epic Fail

The Federal Trade Commission’s new rules banning phony online reviews are now in effect. These rules aim to curb false consumer testimonials, the buying of fake reviews from brokers, review suppression, falsifying social media…more

Bankruptcy Trustees, Chapter 11, Defamation, En Banc Review, Fake Reviews

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Confidentiality At Risk: California Legislature Considers Bill That Would Limit Scope Of Confidentiality In Product Liability And Environmental Cases And Settlements

California lawmakers are considering a bill that would limit confidentiality in cases involving allegations of defective products or environmental harms by placing restrictions on protective orders and confidentiality terms in…more

California, Confidentiality Agreements, Disclosure, Early Dispute Resolution, Non-Disclosure Agreement

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China’s Compliance Guidelines for Healthcare Companies Signal Areas of Future Enforcement

On October 11, 2024, China’s State Administration for Market Regulation (“SAMR”) issued the Draft Compliance Guidelines for Healthcare Companies to Prevent Commercial Bribery Risks (“Draft Guidelines”). These guidelines largely…more

Bribery, China, Compliance, Enforcement Actions, Health Care Providers

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Eleventh Circuit Limits SEC’s Ability to Seek Disgorgement or Declaratory Relief for Conduct Occurring More Than Five Years Before the Suit is Filed

On May 26, 2016, the United States Court of Appeals for the Eleventh Circuit issued an important decision regarding the applicability of 28 U.S.C. § 2462, the five-year statute of limitations governing SEC enforcement actions…more

Appeals, Corporate Counsel, Declaratory Relief, Disgorgement, Enforcement Actions

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European Digital Compliance: Key Digital Regulation & Compliance Developments - October 2024

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Artificial Intelligence, Competition, Consumer Rights Directive, Deep Fake, Digital Platforms

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MoFo IP Newsletter - October 2017

8 Ways To Avoid Inter Partes Review Estoppel - Inter partes review has become an enormously popular method of challenging patents. One important downside of filing for IPR, however, is that, if the petitioner loses, it faces…more

Estoppel, Inter Partes Review (IPR) Proceeding, International Trade Commission (ITC), Patent Litigation, Patents

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U.S. vs European TLB – What Are The Key Differences For European Direct Lenders, And What Do (Or Should) Such Lenders Care About?

In recent years the European direct lending market has grown dramatically. That expansion can be attributed to a number of factors, including (i) a sizeable jump in the number of private equity firms with direct lending…more

Direct Lending, EU, Institutional Investors, Lenders

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FAQs about Real Estate Investment Trusts

What is a REIT? - A REIT refers to a “real estate investment trust,” which is an entity entitled to beneficial federal income tax treatment if it satisfies various requirements relating to its organization, its ownership, its…more

Financial Industry Regulatory Authority (FINRA), Mortgages, Non-GAAP Financial Measures, Popular, Real Estate Investments

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AI TRENDS FOR 2022 - AUGMENTED REALITY AND DIGITAL TWIN TECHNOLOGY

Over the past few years, companies have piloted efforts to use augmented reality and digital twin technology to reduce development time and operating costs, speed up time to market, and enhance product or service development. A…more

Artificial Intelligence, Augmented Reality, ISOs, Technology

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Top 10 International Anti-Corruption Developments for September 2024

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past month,…more

Anti-Corruption, Artificial Intelligence, Australia, Brazil, Bribery

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Lessons Learned From OFAC’s 2020 Enforcement Actions

As we previously wrote in our OFAC 2020 Year in Review, the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) saw a drop in enforcement activity in 2020, likely due to the massive year it had in 2019 and…more

Audits, Citizenship, Compliance, Corporate Counsel, Enforcement Actions

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Q&A: The Economic Crime and Corporate Transparency Act

Headlines- • The Economic Crime and Corporate Transparency Act (the “Act”) is part of a wide legislative package to prevent abuse of UK corporate structures and tackle economic crime and received Royal Assent on 26 October…more

CEOs, Corporate Crimes, Corporate Transparency Act, Criminal Liability, Failure to Prevent

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Not So EZ Anymore? The Tenuous State of California’s Enterprise Zone Credit

California's Enterprise Zone Act was promulgated "to stimulate business and industrial growth in the depressed areas of the state by relaxing regulatory controls that impede private investment" and to create a "strong, combined,…more

Economic Development, Enterprise Zones, Franchise Taxes, Franchises, Hiring & Firing

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2024 Regulatory, Compliance, and Enforcement Predictions for Life Sciences Companies

The year 2023 was a busy one for regulatory, compliance, and enforcement developments in the healthcare and life sciences industries, and 2024 promises to be even busier. We tapped MoFo’s Life Sciences + Healthcare Compliance…more

Anti-Kickback Statute, Antitrust Violations, Artificial Intelligence, CDRH, Cyber Attacks

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Socially Aware - Volume 5, Issue 7 - December 2014

In This Issue: - What’s in a Like? - R.I.P.: The Facebook “Like” Gate - Facebook Dislikes Fake Likes - Privacy in the Cloud: A Legal Framework for Moving Personal Data to the Cloud - Click it…more

Advertising, Clickwrap Agreements, Cloud Computing, COPPA, Counterfeiting

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True Facts About False Claims: MoFo's FCA Newsletter - October 2024

Designed for busy in-house counsel and compliance professionals, this newsletter seeks to bring you up to speed on key federal and state False Claims Act (FCA) developments, with links to primary resources. Each quarter, we will…more

Cybersecurity, Defense Contracts, Denial of Certiorari, Department of Justice (DOJ), E-Rates

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Supreme Court Clarifies The Boundaries Of Public Official Liability On Social Media

In its recent opinion in Lindke v. Freed, the U.S. Supreme Court addressed when public officials may be held liable for violating the First Amendment for silencing critics on social media. The Court held that a public official…more

Appeals, Appellate Courts, Disclaimers, First Amendment, Government Officials

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Federal Reserve Updates Key Features Of The Main Street Lending Program

On April 30, 2020, the Board of Governors of the Federal Reserve System (“FRB”) announced an expansion of the Main Street Lending Program (“MSLP”) and clarified certain aspects of the program through publication of a list of…more

Federal Reserve, FRB, Lenders, Main Street Lending Programs, Money Market Mutual Fund Liquidity Facility (MMLF)

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Last Week in the Federal Circuit (June 1–4): Prosecution Disclaimer – What’s Good for the Goose …

Although last week saw just four Federal Circuit opinions, they were all precedential ones and covered a range of interesting issues. Below we provide our usual weekly statistics and our case of the week—our highly subjective…more

Claim Construction, Doctrine of Prosecution Disclaimer, Patent Infringement, Patent Litigation, Patents

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Socially Aware: The Social Media Law Update Volume 7, Issue 3

How To Protect Your Company’s Social Media Currency - Today’s companies compete not only for dollars but also for likes, followers, views, tweets, comments and shares. “Social currency,” as some researchers call it, is…more

Clickwrap Agreements, Data Security, Digital Single Market, EU, EU-US Privacy Shield

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FINRA Proposes to Modify its Communications with the Public Rule to Allow More Parties to Receive Projections and Targeted Returns

In November of 2023, FINRA made an initial rule filing with the Securities and Exchange Commission (SEC) pursuant to Exchange Act Rule 19b-4, seeking to amend FINRA Rule 2210 – Communications with the Public (the ”Communications…more

Financial Industry Regulatory Authority (FINRA), Institutional Investors, Investment Company Act of 1940, Private Funds, Qualified Purchaser

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Commercial Landlords (And Their Lenders) Beware: Bankruptcy Courts Are Shifting Risks To Lessors In Response To The Exigent Circumstances Brought On By COVID-19

The COVID-19 pandemic has triggered unprecedented levels of business disruption and forced numerous companies into bankruptcy in an effort to preserve dwindling liquidity and postpone creditor demands. Retailers, whose…more

Bankruptcy Code, Commercial Leases, Commercial Property Owners, Commercial Tenants, Coronavirus/COVID-19

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PACE Financing is now available for New Construction

New York City recently released updated Commercial Property Assessed Clean Energy (C-PACE) guidelines which are expected to open up opportunities for owners to obtain C-PACE financing for new construction and energy retrofit…more

Clean Energy, Construction Industry, Energy Projects, Financing, New York

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Exemptions for Pensions and Intragroup Transactions Extended Under UK EMIR in Further Divergence from EU EMIR

Pension funds and entities with in-scope intragroup OTC derivative transactions will be able to continue to rely on the temporary exemptions from clearing and/or margining requirements under UK EMIR, following the publication of…more

CCPs, EMIR, EU, European Securities and Markets Authority (ESMA), Exemptions

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Does A Consumer Arbitration Agreement Apply To A Company’s Future Affiliates? The Ninth And Fourth Circuits Disagree

If a company enters an arbitration agreement with a consumer, can its future affiliate companies enforce the arbitration agreement even though the affiliate relationship did not exist at the time the consumer signed the…more

Affiliates, Arbitration, Arbitration Agreements, AT&T, Consumer Contracts

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Top 10 Considerations In Licensing Cleantech Innovations

Spurred by both planetary and economic needs, the industry commonly referred to as “cleantech”—short for “clean technology”—has been on the rise. Current estimates predict clean energy technologies could dominate oil and gas by…more

Bayh-Dole Act, Clean Tech, Critical Infrastructure Sectors, Emerging Technology Companies, Federal Funding

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State + Local Tax Insights -- Spring 2014

In This Issue: - Where’s Walden? Finding Protection under the Due Process Clause - Upcoming Speaking Engagements - CFCs and Subpart F Income in a California Water’s-Edge Election and What’s Wrong with the Apple…more

Apple, CFCs, Due Process, Franchise Tax Board, Franchise Taxes

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The UK’s Serious Fraud Office Issues Guidance for Corporate Cooperation

On 6 August 2019, the UK’s Serious Fraud Office (SFO) released Guidance on what it expects from organisations seeking cooperation credit in the agency’s investigations. The long-awaited Guidance is a codified and clarified…more

Cooperation, Corporate Counsel, Corporate Crimes, Corporate Misconduct, Criminal Prosecution

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USPTO Enablement Guidelines After Amgen V. Sanofi

On January 10, 2024, the USPTO released new Guidelines for Assessing Enablement in Utility Applications and Patents in View of the Supreme Court Decision in Amgen Inc. et al. v. Sanofi et al. The guidelines clarify that the…more

Amgen v Sanofi, Genus, Life Sciences, Popular, SCOTUS

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European M+A News, Spring 2015

In This Issue: - European M&A Dos and Don’ts for Non-European Buyers - Current Developments Prospects of a Trade Agreement Between the EU and Japan - Noteworthy Deals Intel Buys German Chipmaker…more

Cross-Border Transactions, EU, Foreign Corrupt Practices Act (FCPA), Fujitsu, Hitachi

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CPSC Releases Annual Report On Deaths And Injuries Involving Nursery Products

During September 2024’s “Baby Safety Month,” the Consumer Product Safety Commission (CPSC) published its annual report detailing injuries and deaths associated with nursery products among children under the age of five. CPSC…more

Annual Reports, Baby Products, Children's Products, Consumer Product Safety Commission (CPSC), Manufacturers

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Payments and Lending: Trends to convergence in FinTech

An under-developed logistics infrastructure, a reliance on cash-on-delivery and foreign ownership and other regulatory restrictions have historically limited international expansion into the Indonesian eCommerce and FinTech…more

Financial Institutions, FinTech, Foreign Investment, Indonesia, Lending

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MoFo European Funds Playlist – Summer is Coming

The MoFo European Private Funds Group knows you are busy, so we don’t waste your time. Below are the tracks we are listening to right now – and why they matter..…more

Department for Work and Pensions (DWP), EU, Financial Conduct Authority (FCA), Financial Services Industry, Private Funds

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Customer Beware: UK Supreme Court Clarifies Banks’ Duties in respect of Fraudulent Payments

In the much-anticipated decision of Philipp v Barclays Bank UK PLC [2023] UKSC 25 (the “Decision”), the UK Supreme Court (the “Court”) rejected the contention that Barclays Bank UK Plc (the “Bank”) owed a duty to its customer to…more

Banking Sector, Banks, Barclays, Financial Institutions, Financial Services Industry

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Full Steam Ahead for Cartel Enforcement in 2024

As anticipated, cartel enforcement is ramping up at the start of 2024 and investigations relating to artificial intelligence (AI) are taking center stage. Leadership of both the broader Department of Justice (DOJ) and the…more

Antitrust Division, Antitrust Violations, Artificial Intelligence, Bid Rigging, Cartels

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Short-Term Lenders Face Costly Path To Compliance

On June 2, 2016, the Consumer Financial Protection Bureau released its long-anticipated notice of proposed rulemaking on short-term consumer lending. The proposed rule follows the CFPB’s March 2015 release of an outline of…more

Ability-to-Repay, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Debt Collection, Installment Agreements

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Viking River Is Victorious in Compelling Individual PAGA Claim to Arbitration

The United States Supreme Court’s decision in Viking River Cruises, Inc. v. Moriana, 596 U.S. ___ (2022), is welcome news for California employers. In short, employers can compel “individual” claims under the Labor Code Private…more

Arbitration Agreements, California, Labor Code, Private Attorneys General Act (PAGA), SCOTUS

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The Impact Of COVID-19 In Latin America – Part 2

The COVID-19 pandemic arrived in Latin America during the midst of broad-ranging political and economic crises involving mounting debt burdens, social unrest, falling oil and commodity prices and currency devaluations. On…more

Argentina, Coronavirus/COVID-19, Ecuador, Financial Stimulus, Infectious Diseases

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Coronavirus (COVID-19): How Delays in Processing of Filings May Impact Transactions

As the coronavirus (COVID-19) outbreak continues to unfold, secretary of state and equivalent offices in various states are starting to limit their service offerings in order to safeguard the health of staff and the public…more

Coronavirus/COVID-19, Delays, Filing Deadlines, Secretary of State

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Fourth Circuit’s Decision Revitalizes First Amendment Challenge to the TCPA

In 1943, the United States Supreme Court considered the constitutionality of an ordinance that prohibited door knocking in Martin v. Struthers, 319 U.S. 141 (1943).  The Supreme Court, in its landmark free speech decision,…more

ATDS, Constitutional Challenges, FCC, First Amendment, Free Speech

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U.S. SEC Adopts Universal Proxy Card Rules

On November 17, 2021, the U.S. Securities and Exchange Commission (the SEC) adopted amendments to the proxy rules to require (and implement) the use of a universal proxy card in proxy contests for most SEC-registered…more

Nominations, Proxy Voting, Proxy Voting Guidelines, Securities and Exchange Commission (SEC), Shareholders

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Trademark Owners: What You Should Know About the USPTO’s Final Rules Implementing the TMA

The Trademark Modernization Act (TMA) was signed into law on December 27, 2020, and the United States Patent & Trademark Office (USPTO) recently announced its final rules for implementing the TMA, the majority of which will take…more

Ex Partes Reexamination, Expungement, Irreparable Harm, Lanham Act, Trademark Cancellation

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MoFo’s State + Local Government Enforcement Newsletter - October 2024

Morrison Foerster’s State and Local Government Task Force is pleased to provide our bimonthly newsletter summarizing some of the most important and interesting developments from State Attorneys General across the country and…more

Air Quality Standards, Artificial Intelligence, Cookies, E-Cigarettes, Environmental Protection Agency (EPA)

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Circular 122 – China Starts to Unwind Limits on Foreign Investment in Real Estate in Response to Slowing Economy

Nine years ago, in July 2006, six different Chinese government agencies issued Opinion 171, the first of a number of circulars imposing limits on foreign investment in the property market in response to concerns about a rapidly…more

China, Foreign Investment, Foreign Nationals, Leverage Ratio, MOFCOM

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Mexico’s Energy Regulatory Commission (CRE) and National Center for Energy Control (CENACE) Launch Call for Fourth Long-Term Renewable Energy Auction

On March 15, 2018, the CRE and CENACE launched the Fourth Long-Term Renewable Energy Auction. This will be the first long-term auction administered by the CRE, as the previous three auctions were administered by Mexico’s…more

Clean Energy, Energy Sector, Mexico, Renewable Energy

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MoFo Japan Disputes Newsletter – 2nd Quarter 2021

Welcome to Morrison & Foerster’s quarterly newsletter on dispute resolution. In this newsletter, we address recent developments in arbitrations, investigations, and commercial and intellectual property litigation that may affect…more

Anti-Corruption, Arbitration Awards, Bribery, Causation, Criminal Antitrust Anti-Retaliation Act of 2015

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Full Steam Ahead for Cartel Enforcement in 2024

As anticipated, cartel enforcement is ramping up at the start of 2024 and investigations relating to artificial intelligence (AI) are taking center stage. Leadership of both the broader Department of Justice (DOJ) and the…more

Antitrust Division, Antitrust Violations, Artificial Intelligence, Bid Rigging, Cartels

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Updates in Uruguay – Accession to the PCT and Announcement of a New GMO Regulatory Framework

Earlier this year, Uruguay announced two major updates in the patent and regulatory spheres that are likely to encourage outside investment in Uruguayan industry, particularly for agbiotech: Uruguay is acceding to the Patent…more

Agricultural Sector, APHIS, Environmental Protection Agency (EPA), Food and Drug Administration (FDA), Intellectual Property Protection

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SCOTUS to Resolve Lower-Court Dispute Over U.S. Warrants Seeking Foreign-Stored User Data

The U.S. Supreme Court on Oct. 16, 2017, announced it had granted the government’s petition for certiorari in United States v. Microsoft and will hear a case this Term that could have lasting implications for how technology…more

Big Data, Data Localization Law, Department of Justice (DOJ), Electronically Stored Information, Microsoft

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AI Executive Order: Consumer Financial Services Touchpoints

On October 30, 2023, President Biden issued a wide-ranging Executive Order designed to protect Americans from potential risks associated with artificial intelligence (AI) systems. The Executive Order on the Safe, Secure, and…more

Artificial Intelligence, Bias, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Discrimination

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Stern Revisited: Big Questions Remain Unresolved

In its recent decision, Executive Benefits Insurance Agency v. Arkison (In re Bellingham Insurance Agency, Inc.), the Supreme Court reiterated and expanded on the reasoning in Stern v. Marshall and made clear that a bankruptcy…more

Article III, Chapter 7, Commercial Bankruptcy, Executive Benefits Insurance Agency, Executive Benefits Insurance Agency v. Arkison

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MoFo IP Newsletter - October 2017

8 Ways To Avoid Inter Partes Review Estoppel - Inter partes review has become an enormously popular method of challenging patents. One important downside of filing for IPR, however, is that, if the petitioner loses, it faces…more

Estoppel, Inter Partes Review (IPR) Proceeding, International Trade Commission (ITC), Patent Litigation, Patents

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SEC Annual Conference Highlights 2014 Accomplishments and Promises to Turn Up the Heat in 2015

With Chair Mary Jo White in her second year at the helm, the Securities and Exchange Commission showcased its efforts, improvements, and enforcement successes at this year’s SEC Speaks Conference. The Commission highlighted that…more

Broker-Dealer, Enforcement Actions, Financial Reporting, Foreign Corrupt Practices Act (FCPA), Fraud

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Takeover Panel Consults on Narrowing Scope of Companies Subject to Code

Overview- The City Code on Takeovers and Mergers (the “Code”) contains a number of traps for the unwary, not least that it can extend to unlisted companies or companies with overseas listings, with seemingly limited nexus to…more

Nasdaq, NYSE, Publicly-Traded Companies, Residency Test, Securities

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Laying the Groundwork for Natural Gas Vehicles

Infrastructure and Regulations may Dictate Speed of Adoption - America’s shale gas revolution is making waves in transportation technology. Currently, only 1 percent of all natural-gas-fueled vehicles worldwide are…more

FERC, Natural Gas, Oil & Gas, Trucking Industry

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Socially Aware: Fake Reviews, Real Rulings, And An Epic Fail

The Federal Trade Commission’s new rules banning phony online reviews are now in effect. These rules aim to curb false consumer testimonials, the buying of fake reviews from brokers, review suppression, falsifying social media…more

Bankruptcy Trustees, Chapter 11, Defamation, En Banc Review, Fake Reviews

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Financial Services Report – Winter 2020

Happy post-election, post-socially-distanced Thanksgiving, and pre-New Year’s newsletter. Banks, non-banks, and FinTechs can look forward to eight days of announcements from the Biden transition team with their latkes and jelly…more

Arbitration, Banking Sector, Bitcoin, BSA/AML, Consumer Financial Protection Bureau (CFPB)

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Clarifying the Law on Transfers for Convenience: Insights from the Fifth Circuit’s Most Recent Mandamus Decision, In re Clarke

Earlier this month, the Fifth Circuit granted a mandamus petition in In re Clarke, No. 24-50079, 2024 U.S. App. LEXIS 5099 (5th Cir. Mar. 1, 2024), effectively reversing a Texas court’s decision to transfer an Administrative…more

Administrative Procedure Act, CFTC, Mandamus Petitions, Patent Infringement, Patents

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Ninth Circuit Offers Guidance to Defendants Seeking to Establish Removal Jurisdiction

The Supreme Court recently denied a petition for a writ of certiorari in Leite v. Crane Co., 49 F.3d 1117 (9th Cir. 2014), cert. denied, 574 U.S. ___ (2014) (No. 14-119), a case in which the Ninth Circuit established the…more

Federal Jurisdiction, Federal Rules of Civil Procedure, Jurisdiction, Removal

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Significant Investment Adviser Regulatory Developments in 2024

Alongside the rapid pace of Securities and Exchange Commission (SEC) rulemaking, the SEC and its Staff continue to shape regulatory obligations for investment advisers in 2024 through guidance, alerts, enforcement actions, and…more

Administrative Procedure Act, Artificial Intelligence, Broker-Dealer, CFTC, Corner Post Inc v Board of Governors of the Federal Reserve System

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Recent Second Circuit Decision Holds That Term Loans Are Not Securities in a Win for Participants in the Syndicated Loan Markets

In Kirschner, the Court of Appeals for the Second Circuit unanimously affirmed a district court order that held that notes evidencing term loans were not securities but rather “[l]oans issued by banks for commercial purposes.” …more

Chapter 11, Commercial Loans, Debentures, Department of Justice (DOJ), Loans

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The Dealmaker’s Guide To The New CFIUS Framework

It seems there’s never a dull moment in the U.S.-China bilateral relationship. Public markets relaxed following easing tensions in the trade war with China with the announcement of the parties’ Phase I trade agreement, signed on…more

CFIUS, Critical Infrastructure Sectors, Cross-Border Transactions, FIRRMA, Foreign Acquisitions

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Uncharted Waters: California Regulator Issues Draft Commercial Financing Disclosure Regulation

On July 26, 2019, the California Department of Business Oversight (DBO) issued a draft regulation and draft disclosures to implement the state’s first-of-its-kind commercial financing disclosure law enacted last year. With this…more

Banking Sector, Department of Business Oversight, Financial Institutions, Financial Services Industry

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Employment Law Commentary, Volume 30, Issue 9: Boomerang: The Trump NLRB Supplants The Obama NLRB

When Donald Trump took office in 2017, the members of the NLRB (“Board”) were predominantly appointees of President Obama. During the Obama presidency, the Board issued decisions that were mostly favorable to the interests of…more

Handbooks, Joint Employers, Micro-Unions, NLRB, Obama Administration

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Socially Aware - Volume 6, Issue 3 - July/August 2015

Welcome to the newest issue of Socially Aware, our Burton Award winning guide to the law and business of social media. In this edition, we present a “grand unifying theory” of today’s leading technologies and the legal…more

Advertising, Consumer Bankruptcy, Copyright Infringement, Creditors, Data Collection

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MoFoREAL: European Real Estate Newsletter (Q3 2023)

Welcome to the latest edition of MoFoReal, our newsletter highlighting recent activities of and other developments in MoFo’s European Real Estate team. In this edition, we consider the Sustainability Disclosure Regulations…more

Disclosure Requirements, EU, Financial Conduct Authority (FCA), Real Estate Market, REIT

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MoFo IP Newsletter - July 2017

Supreme Court Hits Reset on Patent Venue Law in TC Heartland - In the recent TC Heartland LLC v. Kraft Foods Group Brands LLC decision, the Supreme Court reversed nearly thirty years of patent venue law and held that a…more

Disparagement, First Amendment, Forum Shopping, Free Speech, Patent Exhaustion

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2014 Insider Trading Annual Review

Overview of Insider Training Law - “Insider trading” is an ambiguous and overinclusive term. Trading by insiders includes both legal and illegal conduct. The legal version occurs when certain corporate insiders – including…more

Enforcement, Enforcement Actions, Illegal Tipping, Insider Trading, Material Misstatements

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European Court of Justice Facilitates follow-on Cartel Damage Claims

On 21 May 2015, the European Court of Justice (ECJ) confirmed that cartel victims may jointly sue cartelists for damages in an EU Member State where only one of the cartelists is domiciled. This rule applies even if the…more

Cartels, Damages, EU, European Commission, European Court of Justice (ECJ)

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A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs

In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend…more

Disclosure Requirements, Form 10-K, Form 8-K, GAAP, Initial Public Offering (IPO)

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Quick Readout: CFPB Issues Long-Awaited Open Banking Proposal

On October 19, 2023, the Consumer Financial Protection Bureau (CFPB) issued its long-awaited proposed rule to facilitate what it views as open banking. The proposed rule would implement Dodd-Frank Act Section 1033 (12 U.S.C. §…more

Advanced Notice of Proposed Rulemaking (ANPRM), Consumer Financial Protection Bureau (CFPB), Dodd-Frank, Financial Institutions, Open Banking

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European Digital Compliance: Key Digital Regulation & Compliance Developments - October 2024

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Artificial Intelligence, Competition, Consumer Rights Directive, Deep Fake, Digital Platforms

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Delaware Legislature Passes Amendment On Public Benefit Corporations

In August 2013, the Delaware legislature added a new subchapter to the Delaware General Corporation Law (DGCL), allowing corporations to be formed as, or convert to, a public benefit corporation (PBC). A PBC is defined as a…more

Delaware General Corporation Law, Proposed Amendments, Public Benefit Corporation

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SDNY Upholds NYC Law Prohibiting Enforcement Of Personal Liability Provisions For COVID-19-Impacted Commercial Tenants

On November 25, 2020, the Southern District of New York upheld Section 22-1005 of the New York City Administrative Code, which renders personal guaranties contained in leases unenforceable for commercial tenants impacted by…more

Anti-Harassment Policies, Commercial Leases, Commercial Tenants, Coronavirus/COVID-19, Landlords

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UK Quarterly Review: Business Crime, Investigations And Regulatory Enforcement - UPDATED September 2020

In our Quarterly Review, we bring you important UK developments relating to business crime, investigations and regulatory enforcement from the last three months. We commented last month that the scale of the impact of the…more

Airbus, Bribery, Corruption, DPA, Enforcement

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Japan – New ID Number Law: Key Aspects of the My Number Act

The Social Security and Tax Number (“My Number”) System (the “System”) will go into effect in January 2016, and the government will start distributing My Numbers to all citizens in October 2015. The Act on the Use of Numbers to…more

Data Privacy, Data Protection, Data Security, Foreign Subsidiaries, Japan

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Quarterly Cartel Catch-Up: Recent Developments in Criminal Antitrust for Busy Corporate Counsel - Fall 2019

Below we summarize significant cartel enforcement developments from U.S. and other antitrust enforcers in recent months, including: the Department of Justice Antitrust Division’s (the “Division”) review of its International…more

Antitrust Division, Australia, Cartels, Competition, Corporate Counsel

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SEC Adopts Final Rules Regarding Intrastate and Regional Offerings - Updated

On October 26, 2016, the Securities and Exchange Commission (the “SEC”) adopted final rules regarding intrastate and regional offerings, which largely follow the SEC’s proposed rules issued on October 30, 2015. The final rules…more

Crowdfunding, Final Rules, Funding Portal, Offerings, Proposed Rules

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FTC Proposes Significant Expansion and Changes to HSR Merger Notification Form

On June 27, 2023, the U.S. Federal Trade Commission (“FTC”), with the collaboration and concurrence of the Antitrust Division of the U.S. Department of Justice (“DOJ”), announced a Notice of Proposed Rulemaking (the “Notice”)…more

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

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New AG Guidance Clarifies Scope of California’s “Hidden Fees” Ban

On May 8, 2024, the California Attorney General’s Office issued highly anticipated guidance on Senate Bill 478 (SB 478), also known as the “Hidden Fees Statute.” This law, set to go into effect on July 1, 2024, seeks to put an…more

California, Civil Monetary Penalty, CLRA, Goods or Services, Hidden Fees

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One For All! Collective Redress Is Coming To The EU

The EU may soon introduce and adopt a collective redress directive that will make it possible for consumers across the EU to bring forward class action cases on various legal matters. The European collective redress system,…more

Class Action, Collective Actions, Collective Redress, Consumer Protection Laws, Corporate Counsel

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Beyond Final Rejection: What’s Next For Patent Prosecution After USPTO Terminates Its After Final Consideration Program?

On October 1, 2024, the United States Patent and Trademark Office (USPTO) announced that it is terminating its After Final Consideration Pilot Program 2.0 (AFCP 2.0), which is set to expire on December 14, 2024. The expiration…more

Notice of Appeal, Patent Applications, Patent Examinations, Patent Trial and Appeal Board, Patents

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Top 10 International Anti-Corruption Developments for July 2024

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past month,…more

Anti-Bribery, Anti-Corruption, Bribery, CJIP, Commodity Trading Advisors (CTAs)

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MoFo BioMeter, Volume 5, Issue 1

The full-year 2015 BioMeter paints the picture of a strong year for biotechnology, but deeper analysis shows a cautionary trend. The average BioMeter value for the entire year across all transactions reporting up-front payments…more

Biometric Information, Initial Public Offering (IPO), Life Sciences, Pharmaceutical Industry

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Update February 2024 On Commission Plans Liberalization Of New Genomic Techniques (NGTS) In The EU

On February 7, 2024, the European Parliament approved the draft regulating plants obtained by certain new genomic techniques (NGT) like CRISPR-Cas. The members of the European Parliament (MEPs) voted to divide NGT plants into…more

CRISPR, EU, European Parliament, European Patent Convention, European Patent Office

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Socially Aware: The Social Media Law Update Volume 7, Issue 6

Commercializing user-Generated Content: Five risk reduction strategies - We’re in the midst of a seismic shift in how companies interact with user-generated content (UGC). For years, companies were happy simply to host…more

App Developers, Clickwrap Agreements, Disclosure Requirements, Ransomware, Safe Harbors

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Japan’s Slow Embrace of Outside Directors

The pressure on Japanese firms to appoint more outside directors is increasing. Japan has long lagged much of the rest of the world in requiring outside directors on the boards of its listed companies. The United States…more

Directors, Independent Boards, Japan

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E-tailers Rejoice as Decisions Limit Plaintiffs’ Lawyers’ Ability to Sue in Federal Court for Alleged Violations of New Jersey’s Controversial Consumer Protection Law

Online retailers are breathing a little easier since a New Jersey federal court handed down two decisions making it more difficult for plaintiffs to prevail against such retailers in federal court under New Jersey’s…more

Class Action, E-Commerce, Truth in Consumer Contracts Laws

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COVID-19 Vaccines in the Workplace

Researchers around the world are working at record speed to find the best ways to treat and prevent COVID-19. In this fifth episode of our podcast series on COVID-19, Michael Ward, MoFo partner and global head of the firm’s Life…more

Coronavirus/COVID-19, Employee Rights, Employer Liability Issues, Employer Mandates, Employer Rights

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Federal Court Puts FTC Non-Compete Ban on Hold

Judge Ada Brown in the Northern District of Texas has stayed the effective date of the FTC’s Non-Compete Rule and granted plaintiffs’ motion for preliminary injunction against the Rule, effective July 3, 2024. The court found…more

Federal Bans, Federal Trade Commission (FTC), FTC Act, Lack of Authority, Non-Compete Agreements

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Financial Services Report, Summer 2020

Is it just us or does March 4 — the date of our last issue — feel like a million years ago? Like you, and not necessarily in this order, we have been: doing our work; keeping up with COVID-19-related laws, guidance, and…more

Advanced Notice of Proposed Rulemaking (ANPRM), Arbitration, Auto-Dialed Calls, BSA/AML, CARES Act

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One For All! Collective Redress Is Coming To The EU

The EU may soon introduce and adopt a collective redress directive that will make it possible for consumers across the EU to bring forward class action cases on various legal matters. The European collective redress system,…more

Class Action, Collective Actions, Collective Redress, Consumer Protection Laws, Corporate Counsel

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Update Kapitalmarkt- und Gesellschaftsrecht: Das Zukunftsfinanzierungsgesetz

Mit dem Gesetz zur Finanzierung von zukunftssichernden Investitionen (Zukunftsfinanzierungsgesetz – ZuFinG) will die Bundesregierung den Finanzstandort Deutschland stärken und Start-ups, Wachstumsunternehmen sowie kleinen und…more

Capital Markets, Convertible Bonds, EU, European Commission, European Parliament

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Prudential Banking Regulators Amend Their Margin Rules For Non-cleared Swaps

On July 1, 2020, five U.S. prudential regulators published in the Federal Register two separate rulemakings containing significant amendments of the margin rules for non-cleared swaps applicable to swap dealers that are subject…more

Affiliates, Banking Regulators, Federal Register, Financial Institutions, Legacy Funds

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AI Executive Order – Patent Issues

President Biden’s Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence was issued on November 1, 2023, and has made waves throughout the AI industry. Morrison Foerster has been…more

Artificial Intelligence, Emerging Technologies, Executive Orders, Inventions, Inventors

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MoFo IP Newsletter - July 2017

Supreme Court Hits Reset on Patent Venue Law in TC Heartland - In the recent TC Heartland LLC v. Kraft Foods Group Brands LLC decision, the Supreme Court reversed nearly thirty years of patent venue law and held that a…more

Disparagement, First Amendment, Forum Shopping, Free Speech, Patent Exhaustion

See all updates »

Last Week In The Federal Circuit (February 14-18): When Objective Indicia Evidence Both Is, And Is Not, Sufficient For Non-Obviousness

Despite no precedential patent decisions at the Federal Circuit last week, the Court still addressed some interesting issues, including a decision in which the Patent Trial and Appeal Board rejected a patentee’s alleged…more

Broadest Reasonable Interpretation Standard, Nonobvious, Obviousness, Patent Litigation, Patent Trial and Appeal Board

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Japan Back In Spotlight For Real Estate Investment

Japan is back in the spotlight for international real estate investors. Recent surveys indicate that Japan was the third most active market globally in 2013 after the U.S. and the U.K., with transaction volumes of approximately…more

Japan, Real Estate Market

See all updates »

Top 5 SEC Enforcement Developments for September 2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in house lawyers and compliance professionals. This month included the SEC’s fiscal year end and a large number of enforcement actions…more

Bribery, Cryptocurrency, Digital Media, Disclosure Requirements, Enforcement

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Financial Services Report - Spring 2017

EDITOR’S NOTE - In like a lion, out like a lamb—it works for weather; does it work for new administrations? We’ll have to wait and see. We’ll have to wait and see about the length of CFPB Director Richard Cordray’s tenure…more

Anti-Money Laundering, Arbitration Agreements, Bank Fraud, Bank Holding Company Act, Banking Sector

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A Gift for New Jersey Gift Card Issuers and Retailers: Consumer Data Collection Requirements Eliminated by S.B. 2235

Retailers and issuers of gift cards in New Jersey recently received welcome news: they no longer have to worry about looming consumer data collection requirements. Under existing law, beginning in July 2016, gift card (also…more

Data Collection, Gift-Cards, Personally Identifiable Information, Retailers

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Venture Capital Investment In A Small Business? Know The SBA Rules First.

In recent months, there have been a number of articles about an increase in venture capital interest in entities that do business with the federal government. In fact, this interest is not new. Small entities with venture…more

Borrowers, Debt Securities, Department of Defense (DOD), Encumbrances, Investors

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FDIC Proposes Broader Role Under the Change in Bank Control Act

On July 30, 2024, the Federal Deposit Insurance Corporation (FDIC) issued a notice of proposed rulemaking (NPR) that would expand the FDIC’s role under the Change in Bank Control Act of 1978 (CBCA). The NPR seeks, in part, to…more

Asset Management, Bank Merger Act, CBCA, FDIC, Federal Bank Regulatory Agencies

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Don’t Force It: UK Supreme Court Confirms Force Majeure Does Not Require a Party to Accept Non-Contractual Performance

The UK Supreme Court in RTI Ltd v MUR Shipping BV has unanimously held that, as a general point of principle, parties to a contract cannot be prevented from relying on a force majeure clause if they refuse to accept…more

Commercial Litigation, Force Majeure Clause, Office of Foreign Assets Control (OFAC), U.S. Treasury, UK

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SEC Proposes New Rules and Amendments Applicable to Private Fund Advisers

On February 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed new rules and amendments under the Investment Advisers Act of 1940 (the “Advisers Act”) to augment the regulation of private fund advisers…more

Advisors Act, Audits, CFTC, GAAP, Investment Adviser

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Instradent v. ITC: Federal Circuit Oral Argument Highlights Concerns Regarding Parallel ITC, IPR, and District Court Proceedings

On July 11, 2017, Federal Circuit Judges Prost, O’Malley, and Chen heard oral arguments in the appeal captioned Instradent USA, Inc. v. ITC, No. 16-2336 (Fed. Cir.), and, on July 19, 2017, issued a Rule 36 judgment affirming the…more

Exclusion Orders, Inter Partes Review (IPR) Proceeding, International Trade Commission (ITC), Oral Argument, Patent Infringement

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Northern District of California Continues its Saga with § 101 Challenges

In a dispute related to technologies covering instant messaging systems, Ginegar LLC (“Ginegar”) sued Slack Technologies, Inc. (“Slack”) for infringing two of its patents. Slack moved to dismiss under Rule 12(b)(6), arguing that…more

Alice/Mayo, Instant Messaging Apps, Motion to Dismiss, Patent Infringement, Patent-Eligible Subject Matter

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AI Trends For 2024 - Vendor Procurement Practices And Generative AI

Vendor procurement practices will continue to evolve in 2024 to reflect corporate AI risk management and governance policies. While companies are beginning to appreciate that vendor work product may be developed using AI tools…more

Artificial Intelligence, Authorship, Innovative Technology, Machine Learning, The Copyright Act

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Tapestry/Capri Handbag Merger Temporarily Halted by S.D.N.Y.

On October 24, 2024, Judge Rochon of the U.S. District Court for the Southern District of New York granted the Federal Trade Commission’s (FTC) motion for a preliminary injunction to prevent Tapestry, Inc. (“Tapestry”) from…more

Antitrust Division, Appeals, Competition, Federal Trade Commission (FTC), FTC Act

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Corporate Whistleblower Awards Pilot Program

On August 1, 2024, Deputy Attorney General Lisa Monaco announced the launch of DOJ’s Corporate Whistleblower Awards Pilot Program (Pilot Program). The Pilot Program, previewed by Monaco in March 2024, provides another avenue for…more

BSA/AML, CFTC, Corruption, Department of Justice (DOJ), False Claims Act (FCA)

See all updates »

A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs

In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend…more

Disclosure Requirements, Form 10-K, Form 8-K, GAAP, Initial Public Offering (IPO)

See all updates »

Japan Back In Spotlight For Real Estate Investment

Japan is back in the spotlight for international real estate investors. Recent surveys indicate that Japan was the third most active market globally in 2013 after the U.S. and the U.K., with transaction volumes of approximately…more

Japan, Real Estate Market

See all updates »

MoFo Japan Disputes Newsletter – 4th Quarter 2020

Welcome to the inaugural edition of Morrison & Foerster’s quarterly newsletter on recent developments in arbitrations, investigations, and commercial and intellectual property litigation that may affect Japanese companies. In…more

Arbitration, Coronavirus/COVID-19, Department of Justice (DOJ), Electronic Communications, FCPA Corporate Enforcement Policy (CEP)

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OFAC Year in Review 2021 – Part 1

2021 was a year of transition in the United States and for the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). OFAC’s year, while busy, was far different from 2020, as the Biden Administration’s…more

Biden Administration, Burma, China, Corporate Counsel, Economic Sanctions

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Employment Law Commentary -- Volume 25, Issue 8 -- August 2013: Are You Being Served?

Are you being served? (A check list of steps for defendants in employment cases to take at the beginning of a lawsuit.) The purpose of this article is to provide a checklist of steps to take at the beginning of a state…more

Discovery, Document Retention Policies, Documentation, Employer Liability Issues, Removal

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Virginia Becomes The First State To Adopt COVID-19 Workplace Safety Mandates

On July 15, 2020, the Virginia Department of Labor and Industry (DOLI) Safety and Health Codes Board voted 9-2 to approve the nation’s first emergency workplace regulation related to COVID-19. The new regulation was issued in…more

AFL-CIO, Americans with Disabilities Act (ADA), Coronavirus/COVID-19, Employer Mandates, Governor Northam

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CFPB Issues Guidance on Digital Mortgage Shopping Platforms

On February 7, 2023, the Consumer Financial Protection Bureau (CFPB) issued an advisory opinion (Opinion) regarding online mortgage shopping platforms and mobile apps. It clarifies that digital mortgage comparison-shopping…more

Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Mobile Apps, Mortgage Servicers, Mortgages

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M&A MVP: Morrison & Foerster's Kenneth Siegel

Kenneth Siegel, a partner in Morrison & Foerster LLP's Japan practice, fought off attempts by Dish Network LLC to acquire Sprint Nextel Corp. and Clearwire Corp. during a bid by SoftBank, paving the way for the largest outbound…more

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This Week At The Ninth: Common Issues and ERISA Assignment

This week, the Ninth Circuit considers when common issues predominate in wage-and-hour litigation and analyzes the assignment of the right to sue for nonpayment of benefits under ERISA. MILES v. KIRKLAND'S STORES, INC…more

Class Action, Employee Benefits, Employee Retirement Income Security Act (ERISA), Employer Group Health Plans, Fiduciary

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IP Newsletter - July 2015

In This Issue: - En Banc Federal Circuit Abandons “Strong” Presumption That a Limitation Is Not Subject to 35 U.S.C. § 112, Paragraph 6 - Supreme Court Rejects Belief of Invalidity Defense for Inducement in Commil…more

Cisco v CommilUSA, EU, European Patent Convention, European Patent Office, First Amendment

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The Rise Of Open-End Real Estate Funds In Asia

Manager and investor interest in open-end real estate (“OERE”) funds focused on Asia investments has exploded in recent years, with continued growth expected. CBRE recently estimated that Asia-Pacific-focused open-end funds have…more

Asia, Investors, NAV, Open-Ended Fund Companies (OFCs), Real Estate Investments

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FDIC Issues Proposal to Improve Bank Recordkeeping of Fintech Custodial Accounts

On September 17, 2024, the Federal Deposit Insurance Corporation (FDIC) issued a proposed rule (the “Proposed Rule”) intended to strengthen recordkeeping for banks that partner with third-party, non-bank companies to accept…more

FDIC, Federal Register, FinTech, Insured Depository Institutions, OCC

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SEC Adopts Climate Change Disclosure Rules for Public Companies

On March 6, 2024, two years after the issuance of a proposing release and following more than 24,000 comment letters and 4,500 unique letters submitted in response, by a vote of 3-2, the U.S. Securities and Exchange Commission…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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Establishing Unexpected Results: PTAB Highlights Pitfalls For Rule 132 Declarations

A recent decision by the Patent Trial and Appeal Board (PTAB) sheds light on certain pitfalls patent applicants may encounter when submitting declarations under 37 C.F.R. § 1.132 (“Rule 132 Declarations”). Rule 132 Declarations…more

Declaration, Obviousness, Patent Examinations, Patent Trial and Appeal Board, Patents

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Quarterly Cartel Catch-Up: 2024 Mid-Year Global Review

At the mid-year point, 2024 is shaping up to be an eventful year in cartel enforcement. In the United States, the U.S. Department of Justice (DOJ)’s Antitrust Division (Division) enjoyed two significant victories and finally…more

Algorithms, Antitrust Division, Antitrust Violations, Artificial Intelligence, Bid Rigging

See all updates »

Employer Take Home Test: California Supreme Court To Consider Employer Liability For So-Called Take Home COVID-19

COVID-19-related litigation remains on the frontline as the California Supreme Court agreed to decide, in Corby Kuciemba et al. v. Victory Woodworks Inc., case number S274191, whether employers may be liable for COVID-19…more

CA Supreme Court, Coronavirus/COVID-19, Employer Liability Issues, Negligence, Virus Testing

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FinCEN & the SEC: Will the Real RIA and ERA Customers Please Stand Up?

On May 13, 2024, the U.S. Department of the Treasury’s (“Treasury”) Financial Crimes Enforcement Network (FinCEN) and the Securities and Exchange Commission (SEC) issued a joint Notice of Proposed Rulemaking (NPRM) that would…more

AML/CFT, Bank Secrecy Act, Customer Identification Program (CIP), Exempt Reporting Advisers (ERAs), FinCEN

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Employment Issues For Distressed Businesses: Initial Pointers For GCs

The announcements this week about the closure of 125 Frankie and Benny’s outlets, 35 Monsoon Accessorize shops, and the thousands of resulting job losses highlight the difficulties facing businesses in the wake of the COVID-19…more

Business Closures, Coronavirus/COVID-19, Employees, Furloughs, Insolvency

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Corporate Whistleblower Awards Pilot Program

On August 1, 2024, Deputy Attorney General Lisa Monaco announced the launch of DOJ’s Corporate Whistleblower Awards Pilot Program (Pilot Program). The Pilot Program, previewed by Monaco in March 2024, provides another avenue for…more

BSA/AML, CFTC, Corruption, Department of Justice (DOJ), False Claims Act (FCA)

See all updates »

The UK’s Serious Fraud Office Under Nick Ephgrave – One to Watch at Home and Away

On 13 February 2024, Nick Ephgrave gave his inaugural public speech as the new Director of the UK’s Serious Fraud Office (SFO). With a background in law enforcement, including as assistant commissioner of the Metropolitan Police…more

Corporate Transparency Act, Financial Conduct Authority (FCA), Financial Crimes, Incentives, National Crime Agency (NCA)

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Key M&A Trends For 2020

Global M&A made another strong showing in 2019, as stock markets, while at times bumpy, rose to new highs, private equity firms raised record funds, and companies searched for growth and ways to address technological and other…more

Acquisitions, Antitrust Provisions, CFIUS, Critical Infrastructure Sectors, Foreign Investment

See all updates »

8 Key M&A Trends in 2018 - From Sweeping Tax Changes, to Continued Big Ticket M&A

From sweeping changes to the U.S. tax code, to big ticket M&A transactions making headline news – 2017 proved to be an eventful year for M&A dealmakers. As we settle into 2018, we wanted to take a moment to reflect on some of…more

Acquisitions, CFIUS, Cybersecurity, Due Diligence, Mergers

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MoFo New York Tax Insights Volume 11, Issue 2

Welcome to the latest issue of New York Tax Insights. In this issue we cover: Decisions from both the Appellate Division and the NYS Tax Appeals Tribunal holding it was unconstitutional to apply the April 2009 QEZE statutory…more

Business Taxes, Income Taxes, Sales & Use Tax, Sales Tax, State and Local Government

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A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs

In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend…more

Disclosure Requirements, Form 10-K, Form 8-K, GAAP, Initial Public Offering (IPO)

See all updates »

Window Widens For Completing Construction On Renewable Energy Projects

Good news came for renewable energy developers on June 29, 2021, when the IRS issued Notice 2021-41. The notice gives developers more time to finish projects and makes it easier to prove that they began construction on a project…more

Coronavirus/COVID-19, Energy Projects, Energy Sector, Investment Tax Credits, IRS

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Dodd-Frank at 4: Where do we go from here?

Where do we go from here? As we mark another milestone in regulatory reform with the fourth anniversary of the enactment of the Dodd-Frank Act, it strikes us that although most studies required to be undertaken by the Act have…more

Accredited Investors, AIF, Alternative Investment Fund Managers Directive (AIFMD), Bank Recovery and Resolution Directive (BRRD), Capital Rules

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Quarterly Cartel Catch-Up: Recent Developments In Criminal Antitrust For Busy Corporate Counsel – 1st Quarter 2021

A new year, a new administration in the United States, and new cartel enforcement leadership in the United Kingdom have begun. In the United States, first-of-their-kind criminal charges have been brought involving labor and…more

ACPERA, Anti-Competitive, Antitrust Division, Antitrust Violations, Bid Rigging

See all updates »

Japan Moves To Tighten Restrictions On Foreign Investment In Healthcare Industries

Amid concerns about predatory acquisitions of weakened companies and strategic assets during the COVID-19 crisis, more and more countries are restricting foreign direct investment (FDI) in their domestic companies, especially in…more

CFIUS, FEFTA, FIRRMA, Foreign Direct Investment, Foreign Investment

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OFAC Extends Recordkeeping Requirements from Five to 10 Years; Issues Paperwork Reduction Act Request for Comments

On September 11, 2024, OFAC announced its Interim Final Rule to Extend Recordkeeping Requirements from Five to 10 Years. The Interim Final Rule (IFR) was published in the Federal Register on September 13, 2024. Public comments…more

CFIUS, Corporate Counsel, Cuba, Export Controls, Interim Final Rules (IFR)

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Female College Soccer Player Wins A Penalty Kick

While the match is not final for former college soccer player Noriana Radwan who sued the University of Connecticut for sex discrimination, the Second Circuit Court of Appeals, citing an amicus brief filed by Morrison Foerster,…more

Amicus Briefs, Colleges, Scholarships, Sex Discrimination, Student Athletes

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Top 10 International Anti-Corruption Developments for March 2019

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Africa, Anti-Corruption, Bribery, Canada, CFTC

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Quarterly Cartel Catch-Up: Year-End Edition 2022

In 2022, antitrust authorities around the world were pursuing more investigations, bringing new types of cases, and making policy changes to spark even more enforcement actions. In the United States, the Department of Justice’s…more

Antitrust Division, Antitrust Violations, Bid Rigging, Canada, Corporate Counsel

See all updates »

Quarterly Cartel Catch-Up: 2024 Mid-Year Global Review

At the mid-year point, 2024 is shaping up to be an eventful year in cartel enforcement. In the United States, the U.S. Department of Justice (DOJ)’s Antitrust Division (Division) enjoyed two significant victories and finally…more

Algorithms, Antitrust Division, Antitrust Violations, Artificial Intelligence, Bid Rigging

See all updates »

Financial Services Report - Winter 2021

Welcome to the Financial Services Report, holiday style! Banks and non-banks alike started early this year with additions and changes to their regulator stockings. The Senate confirmed Rohit Chopra as the new CFPB Director…more

BSA/AML, Consumer Financial Protection Bureau (CFPB), Credit Cards, Credit Reports, Cryptocurrency

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El DOJ y SEC de los EE. UU. publican la primera edición en español de la Guía de referencia sobre el FCPA / U.S. DOJ and SEC Release First-ever Spanish Edition of the FCPA Resource Guide

En marzo del 2023, el Departamento de Justicia (“DOJ,” por sus siglas en inglés) y la Comisión de Bolsa y Valores (“SEC,” por sus siglas en inglés) de los EE. UU. publicaron una edición en español de la “Guía de referencia sobre…more

Bribery, Department of Justice (DOJ), Enforcement Actions, Foreign Corrupt Practices Act (FCPA), Latin America

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Caveat Lendor: Serta Confirmation Opinion Permits Uptier with Finding of “Good Faith” and Provides Indemnity for Participating Lenders

Majority lender groups and stressed borrowers notched another win in the uptier wars when Judge David Jones of the U.S. Bankruptcy Court for the Southern District of Texas (the “Court”) issued a June 6, 2023 opinion (the…more

Bankruptcy Court, Chapter 11, Covenant of Good Faith and Fair Dealing, Lenders

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Judge Trims Homeopathic Claims in “All Natural” Nutramarks Case

On September 12, 2016, Southern District of California Judge Barry Moskowitz granted defendants’ motion to dismiss several of plaintiffs’ claims in the putative class action Hammock v. Nutramarks, Case No. 15cv2056 BTM (NLS)…more

All Natural, Breach of Warranty, False Advertising, Homeopathic Remedies, Injunctive Relief

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Holding Foreign Companies Accountable Act Expected To Make U.S. Exchanges Less Hospitable To Chinese Companies

On December 2, 2020, the U.S. House of Representatives passed, by unanimous vote, the Holding Foreign Companies Accountable Act (“HFCAA” or “Act”). Following enactment, foreign issuers, especially Chinese issuers, and their…more

China, Foreign Corporations, Hong Kong Autonomy Act (HKAA), Inspections, PCAOB

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Employment Law Commentary, Volume 26, Issue 5, May 2014

In This Issue: - Meal and Rest Break Compliance In The Post-Brinker Era - European Court of Justice: Commissions May Need to be Included in Holiday Pay - Excerpt from Meal and Rest Break Compliance In The…more

Compliance, Employee Rights, EU, European Court of Justice (ECJ), Holiday Pay

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Financial Services Report - Spring 2021

Can you say 0 to 60? Not cars, but pretty much everything to do with financial services. A new year, a new administration, and new challenges for providers. Prior CFPB Director Kraninger is long gone. Acting Director Uejio has…more

Arbitration, Banking Sector, BSA/AML, California Consumer Privacy Act (CCPA), Comptroller

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Sixth Circuit Follows Suit In Affirming Preliminary Injunction Of Contractor Vaccine Mandate

Appeals for the Sixth Circuit joined the Fifth and Eleventh Circuits in upholding a preliminary injunction against the enforcement of the Biden Administration’s effort to impose on federal contractors a variety of COVID-19…more

Coronavirus/COVID-19, Executive Orders, Federal Contractors, Federal Employees, Joe Biden

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Dodd-Frank at 4: Where do we go from here?

Where do we go from here? As we mark another milestone in regulatory reform with the fourth anniversary of the enactment of the Dodd-Frank Act, it strikes us that although most studies required to be undertaken by the Act have…more

Accredited Investors, AIF, Alternative Investment Fund Managers Directive (AIFMD), Bank Recovery and Resolution Directive (BRRD), Capital Rules

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ONEOK, Inc. v. Learjet, Inc.: The Supreme Court Holds that Natural Gas Jurisdictional Sellers are Subject to State Antitrust Claims

On April 21, 2015, the Supreme Court issued its much-anticipated decision in ONEOK Inc. v. Learjet, Inc. addressing the extent to which the Natural Gas Act (“NGA”) preempts state antitrust claims brought against jurisdictional…more

Antitrust Litigation, FERC, Natural Gas, Oil & Gas, Oil Prices

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Japanese Government and Industry Members Signal Commitment to Growth of Web3 Businesses

A recent proposal issued by Japan’s ruling Liberal Democratic Party, along with various other current private- and public-sector initiatives, signals a strong interest in promoting investment in and the growth of an…more

Cryptocurrency, Decentralized Autonomous Organization (DAO), Emerging Technology Companies, Investment, Non-Fungible Tokens (NFTs)

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What is in my Supply Chain?

April and May 2024 mark historic months when it comes to supply chain due diligence obligations for EU and non-EU companies that operate in the EU. Going forward, companies will not only be required to identify and address…more

Corporate Governance, Due Diligence, Enforcement, Environmental Social & Governance (ESG), EU

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SBA Proposes To Require The Rule Of Two For Most Task And Delivery Order Competitions

On October 25, 2024, the Small Business Administration (SBA) published a proposed rule to mandate a Rule of Two analysis for most task and delivery order competitions, except under Federal Supply Schedule (FSS) contracts. The…more

Comment Period, Documentation, Federal Acquisition Regulations (FAR), Federal Supply Schedule (FSS), Multiple Award Contracts

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DOD Aligns With FAR On Sustainable Procurement

The U.S. Department of Defense (DoD) issued a final rule bringing the Defense Federal Acquisition Regulation Supplement (DFARS) into alignment with changes to the Federal Acquisition Regulation (FAR) that reorganized Part 23 on…more

Department of Defense (DOD), DFARS, Federal Acquisition Regulations (FAR), Federal Contractors, Federal Procurement Systems

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MoFoReal: European Real Estate Newsletter (Q1 2023)

Welcome to the latest edition of MoFoReal, our newsletter highlighting recent activities and other developments in MoFo’s European Real Estate team. In this edition, we provide an overview of recent case law on appropriation and…more

Collateral Agreements, Disclosure Requirements, Land Owners, Land Registries, Lenders

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Under Lock And Key – Private Sales May Not Qualify As Public Disclosure

Recently, the Federal Circuit affirmed a PTAB decision finding that a private sale of a product did not constitute a public disclosure by the inventor of the product. The Leahy-Smith America Invents Act provides exceptions for…more

Inter Partes Review (IPR) Proceeding, Inventions, Patent Trial and Appeal Board, Patents, Prior Art

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New CFIUS Enforcement Guidelines Signal Expanded Compliance Focus

In what likely portends enforcement actions in the near future, the U.S. Department of the Treasury published its first ever CFIUS Enforcement and Penalty Guidelines (the “Guidelines”)…more

CFIUS, Compliance, Enforcement Actions, FIRRMA, Foreign Investment

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Kodiak Two Years Later: Is Delaware’s Blue Pencil Turning Red for Non-Competes?

October 6, 2024 marks the two-year anniversary of Kodiak Building Partners, LLC v. Adams—the case in which the Delaware Chancery Court refused to enforce a sale-of-business non-compete against an executive who received $1…more

Blue Pencil Contract Modification, Delaware, Employment Contract, Non-Compete Agreements, Restrictive Covenants

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Collective Redundancies In Europe

One of the difficult realities of running a business is that companies occasionally find themselves needing to make reductions to their staff headcount, be it because of workplace shutdowns due to economic difficulties,…more

Acquisitions, Collective Redundancies Directive, EU, European Court of Justice (ECJ), Germany

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Merge, Acquire . . . Voluntarily Self-Disclose?

Earlier this month, Deputy Attorney General Lisa O. Monaco announced an important extension of DOJ’s voluntary self-disclosure policy aimed specifically at incentivizing companies engaged in mergers and acquisitions “to timely…more

Aggravating Factors, Corporate Misconduct, Department of Justice (DOJ), Due Diligence, Integration

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California Finalizes Proposition 65 Exemption for Coffee - June 2019

On June 3, 2019, the California Office of Administrative Law (OAL) announced that it had approved a regulation proposed by the Office of Environmental Health Hazard Assessment (OEHHA) that would exempt businesses from having to…more

Beverage Manufacturers, Food Labeling, Food Manufacturers, New Regulations, OEHHA

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Employment Law Commentary, January 2016

Alcoholism And Disability Discrimination: Lessons From The USC Coach’s Case - If you have never dealt with an employee who is an alcoholic, rest assured, you will. Alcoholism has been described as the single largest, most…more

Americans with Disabilities Act (ADA), Disability Discrimination, Drug & Alcohol Abuse, EAP, Employee Training

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The “Discovery” Rule Is No Longer Supreme: The Supreme Court Holds That State Statutes of Repose Are Not Preempted by CERCLA

On June 9, 2014, the Supreme Court ruled in CTS Corp. v. Waldburger et al. that the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA, or the “Superfund” law), which preempts state statutes of…more

CERCLA, Contaminated Properties, CTS Corp v Waldburger, Discovery, Environmental Liability

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MoFo Japan Disputes Newsletter – 1st Quarter 2021

Welcome to Morrison & Foerster’s quarterly newsletter on dispute resolution. In this newsletter, we address recent developments in arbitrations, investigations, and commercial and intellectual property litigation that may affect…more

Affirmative Action, Arbitration, Arbitration Awards, CA Supreme Court, Demand Letter

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HKIAC Remains Popular Destination for Arbitration Despite Slight Downturn in 2021

On February 9, 2022, the Hong Kong International Arbitration Centre (“HKIAC”) released its annual statistics for 2021. The statistics suggest that HKIAC, while not as busy as it was during the record-breaking year 2020,…more

Coronavirus/COVID-19, Hong Kong, Hong Kong International Arbitration Centre (HKIAC), International Arbitration

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CARB Issues New Draft VOC Limits for Consumer Products

On November 7, 2019, the California Air Resources Board (CARB) held a second public workshop to review its draft proposed amendments (Draft Proposal) to its Consumer Products regulations. Since its first public workshop in…more

California Air Resources Board, CARB, Consumer Product Companies, Environmental Policies, Volatile Organic Compounds (VOC)

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Has the Gravy Train (or Truck) Been Derailed for Litigation Funders? UK Supreme Court Deals Blow to Litigation Funders

In the recent case of R (PACCAR Inc & ors.) v Competition Appeal Tribunal & ors [2023] UKSC 28, the UK Supreme Court found that litigation funding agreements (“LFAs”) involve the provision of “claim management services”, which…more

Damages, European Commission, Litigation Funding, UK, UK Competition Appeal Tribunal (CAT)

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The Impact Of The COVID-19 Outbreak On PE Investors And Their Portfolio Companies In Asia – Part III

In Part I of this article, we discussed the possibility of PE investors, their portfolio companies, or their respective counterparties invoking material adverse change (MAC) or force majeure (FM) clauses to be relieved of their…more

Coronavirus/COVID-19, Force Majeure Clause, Infectious Diseases, Investors, Portfolio Companies

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Socially Aware: The Social Media Law Update Volume 7, Issue 6

Commercializing user-Generated Content: Five risk reduction strategies - We’re in the midst of a seismic shift in how companies interact with user-generated content (UGC). For years, companies were happy simply to host…more

App Developers, Clickwrap Agreements, Disclosure Requirements, Ransomware, Safe Harbors

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Amendment To QPAM Exemption

The Department of Labor (DOL) recently issued a final amendment (“Final Amendment”) to Prohibited Transaction Exemption (PTE) 84-14, which is otherwise known as the “QPAM Exemption.” The QPAM Exemption is a prohibited…more

Compliance, Criminal Convictions, Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA)

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Fünf wesentliche Änderungen für Unternehmen

Seit dem 20. Juli 2024 gilt das Gesetz über Musterverfahren in kapitalmarktrechtlichen Streitigkeiten (KapMuG) in seiner überarbeiteten Fassung. Mit der Neufassung dieses Spezialgesetzes für die gerichtliche kollektive…more

Capital Markets, Competition Act, Declaratory Relief, Discovery, EU

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Turning Tax Credits into Cash: IRS and Treasury Release Proposed Direct Pay and Transferability Regulations

On June 14, 2023, the IRS and Treasury Department released proposed regulations regarding the monetization of certain clean energy tax credits, as well as temporary regulations regarding mandatory information and registration…more

Clean Energy, Inflation Reduction Act (IRA), Investment, IRS, REIT

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Here’s the Recipe: How to Ensure Your Food and Beverage Company Will Be Ready for a Value-Maximizing Sale

You’ve created a great product and built a valued brand. You’ve devoted countless hours to building relationships with key distributors and retailers, designing attractive packaging, and forging a social media presence. But are…more

Brand, Data Security, Food and Drug Administration (FDA), Food Safety, Intellectual Property Protection

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MoFoReal: European Real Estate Newsletter (Q1 2023)

Welcome to the latest edition of MoFoReal, our newsletter highlighting recent activities and other developments in MoFo’s European Real Estate team. In this edition, we provide an overview of recent case law on appropriation and…more

Collateral Agreements, Disclosure Requirements, Land Owners, Land Registries, Lenders

See all updates »

Courts: A Foreclosure Pandemic Pause? (Part 2)

As borrowers continue to experience financial distress and loans go into default as a result of the ongoing coronavirus pandemic and related issues, lenders are now becoming more focused on the need to take a closer look at…more

Borrowers, Commercial Property Owners, Coronavirus/COVID-19, Executive Orders, Foreclosure

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Socially Aware - Volume 6, Issue 1 - January/February 2015

In This Issue: - Good Rep: Social Media Assets in M&A Transactions - Narrow Vision: Did Anti-Glass Hysteria Contribute to the Demise of Google Glass? - Forced to Cyber-Spy: Court Rules Parents Can Be Held…more

Business Assets, Cloud Computing, Contract Negotiations, Facebook, Federal Trade Commission (FTC)

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Structured Thoughts: News for the financial services community, Volume 6, Issue 9

ESMA Final Report on Complex Debt Instruments and Structured Deposits - On 26 November 2015, the European Securities and Markets Authority (“ESMA”) published its Final Report on its “Guidelines on complex debt instruments…more

Banking Sector, Department of Labor (DOL), Derivatives, EU, EURIBOR

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EU AI Act – Landmark Law on Artificial Intelligence Approved by the European Parliament

The highly anticipated EU Artificial Intelligence Act is finally here! With extra-territorial reach and wide-reaching ramifications for providers, deployers, and users of Artificial Intelligence (“AI”), the Artificial…more

Artificial Intelligence, Copyright, Data Mining, Data Protection, Data Protection Impact Assessments (DPIAs)

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MoFo Japan Disputes Newsletter – 4th Quarter 2020

Welcome to the inaugural edition of Morrison & Foerster’s quarterly newsletter on recent developments in arbitrations, investigations, and commercial and intellectual property litigation that may affect Japanese companies. In…more

Arbitration, Coronavirus/COVID-19, Department of Justice (DOJ), Electronic Communications, FCPA Corporate Enforcement Policy (CEP)

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RWI Market Update: Good News for Buyers

The representation and warranty insurance market across the United States and warranty and indemnity insurance market throughout Europe (collectively referred to herein as “RWI”) are rapidly evolving in light of the choppiness…more

Acquisitions, Coronavirus/COVID-19, Cybersecurity, Damage Caps, EU

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Illumina Grail: European Court Limits Commission Jurisdictional Reach in Merger Cases

The European Court of Justice (the ECJ), the EU’s highest court, has fully rejected the European Commission’s (the Commission) policy of interpreting Article 22 of the EU Merger Regulation (EUMR)[1] in a way that would allow the…more

EU, EUMR, European Court of Justice (ECJ), Jurisdiction, Member State

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The SEC Expands Focus on Cybersecurity Risk to Include Registered Advisers, Broker‑Dealers, and other Market Participants

Last month, the SEC took a big step toward strengthening the cybersecurity of financial systems by proposing regulations that, taken together, will require registered investments advisers, broker‑dealers, and all national…more

Broker-Dealer, Cyber Incident Reporting, Cybersecurity, Financial Services Industry, Investment Adviser

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Sneaky Website User Bound by Online Terms of Use Provision Despite Renewing Subscription in Spouse’s Name

On July 19, 2018, in May, et al. v. Expedia Inc., U.S. Magistrate Judge Mark Lane issued a Report and Recommendation recommending that U.S. District Judge Robert Pitman for the Western District of Texas grant a motion to compel…more

Arbitration, Mandatory Arbitration Clauses, Online Contracts, Putative Class Actions, Subscription Services

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Coronavirus (COVID-19): Liability Management Considerations

As the world continues to adapt to the COVID-19 pandemic, many companies are assessing their liquidity position, general balance sheets, near-term interest payments and debt maturities. One way companies with outstanding debt…more

Coronavirus/COVID-19, Debt Securities, Loans, Securities and Exchange Commission (SEC), Tax Liability

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EU AI Act – Landmark Law on Artificial Intelligence Approved by the European Parliament

The highly anticipated EU Artificial Intelligence Act is finally here! With extra-territorial reach and wide-reaching ramifications for providers, deployers, and users of Artificial Intelligence (“AI”), the Artificial…more

Artificial Intelligence, Copyright, Data Mining, Data Protection, Data Protection Impact Assessments (DPIAs)

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DOJ Proposes Rescheduling Marijuana

On May 16, 2024, the U.S. Department of Justice (DOJ) announced a plan to reschedule marijuana under the Controlled Substances Act (CSA) from a schedule I to a schedule III controlled substance. The Attorney General and the…more

Anti-Money Laundering, Banking Acts, Controlled Substances Act, DEA, Decriminalization of Marijuana

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A Delay Of LIBOR’s Demise?

Publication of U.S. dollar (USD) LIBOR rates used in many financial instruments may continue longer than expected. On November 30, 2020, ICE Benchmark Administration (IBA), the administrator of LIBOR, released a statement…more

Benchmarks, Board of Governors, Federal Reserve, Financial Institutions, ICE Benchmark Administration (IBA)

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Recent Enforcement Action Serves as Reminder of SEC’s Active Enforcement of Tender Offer Rules

On September 6, 2024, the United States Securities and Exchange Commission (the SEC) charged Esmark Inc. (“Esmark”) and its Founder/Chairman and former CEO James Bouchard under Section 14(e) of the Securities Exchange Act of…more

Acquisitions, Disclosure, Due Diligence, Enforcement Actions, Investors

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FinCEN: Eyes on Investment Advisers

In July 2020, a sensitive Federal Bureau of Investigation (FBI) document was leaked to the public. The document outlined the FBI’s suspicions that the private investment funds industry was providing choice money laundering…more

AML/CFT, Bank Secrecy Act, Customer Due Diligence (CDD), FBI, FinCEN

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Drax No Longer Stopped in Its Tracks: English Court of Appeal Gives Green Light to Breach of Warranty Claim

On 8 May 2024, the Court of Appeal in Drax Smart Generation Holdco Ltd v Scottish Power Retail Holdings Ltd [2024] EWCA Civ 477 (“Drax”) handed down judgment overturning the decision of the High Court, finding that the claimant…more

Breach of Warranty, Contract Terms, Easements, Indemnity Claim, Model Contract Clauses

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China Pilots Relaxed Foreign Ownership Limits for Data Center and Other Value-Added Telecom Services

China’s telecommunications regulator, the Ministry of Industry and Information Technology (MIIT), has announced a pilot scheme that would allow foreign investors to establish wholly owned subsidiaries in Beijing, Shanghai,…more

CEPA, China, E-Commerce, Foreign Investment, Foreign Ownership

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Occasional Activists: Shaping Corporate Governance in 2024

In our previous client alert, The Rise of the “Occasional Activist,” we discussed the increase in shareholder activism through 2022 by “occasional activists” – investors who are not funds dedicated to activist strategies or who…more

Activist, Corporate Counsel, Corporate Governance, Investors, Publicly-Traded Companies

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China’s New Anti-Foreign Sanctions Law: Understanding Its Scope And Potential Liabilities

China’s new Anti-Foreign Sanctions Law (AFSL) (中华人民共和国反外国制裁法) achieves two goals. First, it creates a menu of countersanctions available to Chinese authorities—visa restrictions, asset and transaction blocks within China—taken…more

China, Corporate Counsel, Counter Sanctions, EU, Minister of Foreign Affairs

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NASAA Requests Comments on Proposed Rule and Notice Form for Tier 2 Regulation A Offerings

On January 27, 2016, the Corporation Finance Section of the North American Securities Administrators Association (NASAA) requested comments on a proposed model rule and uniform notice filing form aimed at simplifying the state…more

Comment Period, Corporate Issuers, NASAA, Proposed Regulation, Regulation A

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Softbank Partnership Brings Rare Victory For Refugee In Japan

Morrison Foerster lawyers successfully helped a pro bono client secure refugee status in Japan. This outcome was the result of a partnership with SoftBank, which suggested in 2021 that the firm join its in-house lawyers in…more

Client Services, Immigration Procedures, Japan, Law Firm Associates, Law Firm Partners

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U.S. Sanctions Enforcement: 2022 Trends and Lessons Learned

Today’s alert—the third and final installment in our Sanctions 2022 Year in Review series—provides an overview of U.S. sanctions enforcement in 2022, including the key lessons learned from the enforcement actions issued by the…more

Corporate Counsel, Department of Justice (DOJ), Economic Sanctions, Enforcement Actions, FinCEN

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Amendment To QPAM Exemption

The Department of Labor (DOL) recently issued a final amendment (“Final Amendment”) to Prohibited Transaction Exemption (PTE) 84-14, which is otherwise known as the “QPAM Exemption.” The QPAM Exemption is a prohibited…more

Compliance, Criminal Convictions, Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA)

See all updates »

Case Sparks Advances In Literacy

A MoFo pro bono case settled in early 2020 is proving its value, as children in California are gaining basic literacy skills as a direct result of new funding made possible by the settlement…more

Funding, Pro Bono, Public Schools, Settlement

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The Decline and Fall of Section 230?

2016 has been a tough year for a lot of reasons, most of which are outside the scope of this blog (though if you’d like to hear our thoughts about Bowie, Prince or Leonard Cohen, feel free to drop us a line). But one possible…more

Communications Decency Act, Internet, Safe Harbors, Section 230, Social Media

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Top 5 SEC Enforcement Developments for July 2024

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •Judge Paul Engelmayer’s decision on defendants’ motion to…more

Broker-Dealer, Corporate Counsel, Cryptocurrency, Decentralized Finance (DeFi), Enforcement Actions

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First Mover: The OCC Finalizes Its CRA Rule

On May 20, 2020, the Office of the Comptroller of the Currency (“OCC”) published a final rule (“Final Rule”) intended to modernize the rules implementing the Community Reinvestment Act (“CRA”). While the CRA is administered…more

CRA, FDIC, Federal Reserve, FRB, OCC

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Circular 122 – China Starts to Unwind Limits on Foreign Investment in Real Estate in Response to Slowing Economy

Nine years ago, in July 2006, six different Chinese government agencies issued Opinion 171, the first of a number of circulars imposing limits on foreign investment in the property market in response to concerns about a rapidly…more

China, Foreign Investment, Foreign Nationals, Leverage Ratio, MOFCOM

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Post-TianRui: A Survey of Trade Secret Litigation and Extraterritoriality in the ITC

In 2011, the Federal Circuit in TianRui Grp. Co. v. Int’l Trade Comm’n affirmed the International Trade Commission’s (ITC) authority to look to extraterritorial conduct of a respondent to determine whether that respondent…more

Administrative Law Judge (ALJ), Defend Trade Secrets Act (DTSA), Employee Training, Employment Policies, Extraterritoriality Rules

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Hong Kong’s New Capital Investment Entrant Scheme (CIES) – A Gateway for Private Funds

The Hong Kong government’s upcoming launch of the new Capital Investment Entrant Scheme (CIES) in mid-2024 represents a strategic initiative designed to attract high net worth investors and diversify the city’s investment…more

Capital Investments, Fund Managers, Investors, Limited Partnership Funds, Private Funds

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An Easier Road to a Hong Kong Listing for Biotech Companies

In June 2017, the Hong Kong Stock Exchange (“HKEx”) initiated a holistic review of the Hong Kong listing regime to enhance its overall competitiveness against other major global listing venues, in particular to attract companies…more

Capital Markets, Disclosure Requirements, Hong Kong, Hong Kong Stock Exchange, Investors

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SPAC 101 – Selected Q&A

On January 27 and 28, 2021, over 300 participants joined Morrison & Foerster’s webinars on “SPAC 101- Is 2021 the Year of SPACs in Asia?” where Partners Mitchell S. Presser, Justin R. Salon, and Ruomu Li led an in-depth…more

Asia, Initial Public Offering (IPO), Private Investment in Public Equity (PIPEs), Shareholders, Special Purpose Acquisition Companies (SPACs)

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Prepare to Disclose: California Legislature Declines to Extend AB 1305 Voluntary Carbon Market Disclosure Deadline, Leaves Existing SB 253 and SB 261 Climate Disclosure Timelines in Place

Last year, California passed three first-in-the-nation climate laws imposing disclosure obligations on thousands of companies with a presence in California. In October of 2023, California signed into law AB 1305, requiring…more

California, CARB, Carbon Emissions, Compliance, Disclosure Requirements

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UK Litigation - A Year in Summary

This year saw the UK grapple with life after Brexit and, along with the rest of the world, the impact of the continued COVID-19 pandemic. As 2021 draws to a close, we round up the key events and developments from the year in UK…more

Anti-Corruption, Arbitration, Bribery, Business Interruption, Commercial Litigation

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Developments in Multistate Taxation -- November 2013

U.S. Supreme Court - On August 23, 2013, an online retailer filed a petition for a writ of certiorari with the U.S. Supreme Court seeking review of the New York Court of Appeals’ determination that a New York statute that…more

Certiorari, Commerce Clause, Internet Taxation, Multistate Tax Commission (MTC), SALT

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Good News for Employers: Texas Court Blocks FTC’s Nationwide Non-Compete Ban

On August 20, 2024, a judge in the U.S. District Court for the Northern District of Texas granted a nationwide injunction against the Federal Trade Commission’s (“FTC’s”) rule banning non-competes with employees (the “Rule”). …more

Arbitrary and Capricious, Employment Contract, Federal Bans, Federal Trade Commission (FTC), FTC Act

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First States To Reopen Businesses Provide Glimpse Of New Workplace COVID-19 Hygiene Rules For Employers

Businesses around the country closed their physical doors abruptly weeks ago as state governors signed executive orders intended to stem the tide of new COVID-19 cases and save lives. Just recently, the first states to allow…more

Coronavirus/COVID-19, Health and Safety, Infectious Diseases, Public Health, Re-Opening Guidelines

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Lessons from Lizzo’s Precedential Trademark Win

American musician and rapper Lizzo recently scored a victory in the Trademark Trial and Appeal Board (the “Board”), reversing the Trademark Office’s refusal to register the “100% THAT BITCH” mark for “clothing, namely, t-shirts”…more

Corporate Counsel, Trademark Application, Trademark Registration, Trademark Trial and Appeal Board, Trademarks

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Quick Readout: CFPB Issues Long-Awaited Open Banking Proposal

On October 19, 2023, the Consumer Financial Protection Bureau (CFPB) issued its long-awaited proposed rule to facilitate what it views as open banking. The proposed rule would implement Dodd-Frank Act Section 1033 (12 U.S.C. §…more

Advanced Notice of Proposed Rulemaking (ANPRM), Consumer Financial Protection Bureau (CFPB), Dodd-Frank, Financial Institutions, Open Banking

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Critical Support To Drag Artists’ First Amendment Right In Tennessee’s “Drag Ban” Ruling

On June 2, 2023, a federal judge determined that a Tennessee law aimed at restricting drag shows is unconstitutional—a timely initial victory for MoFo, which played an important supporting role in the case, as well as for the…more

Artists, First Amendment, Free Speech, Gender Identity, LGBTQ

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Sweating The Details: Court Analyzes User Interface To Uphold Online Arbitration Clause

Online service providers typically seek to mitigate risk by including arbitration clauses in their user agreements. In order for such agreements to be effective, however, they must be implemented properly. Babcock vs. Neutron…more

Acceptable Use Policy, Arbitration, Corporate Counsel, Litigation Strategies, Online Contracts

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PACE Financing is now available for New Construction

New York City recently released updated Commercial Property Assessed Clean Energy (C-PACE) guidelines which are expected to open up opportunities for owners to obtain C-PACE financing for new construction and energy retrofit…more

Clean Energy, Construction Industry, Energy Projects, Financing, New York

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The Rise Of Open-End Real Estate Funds In Asia

Manager and investor interest in open-end real estate (“OERE”) funds focused on Asia investments has exploded in recent years, with continued growth expected. CBRE recently estimated that Asia-Pacific-focused open-end funds have…more

Asia, Investors, NAV, Open-Ended Fund Companies (OFCs), Real Estate Investments

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The Impact Of The COVID-19 Outbreak On PE Investors And Their Portfolio Companies In Asia – Part III

In Part I of this article, we discussed the possibility of PE investors, their portfolio companies, or their respective counterparties invoking material adverse change (MAC) or force majeure (FM) clauses to be relieved of their…more

Coronavirus/COVID-19, Force Majeure Clause, Infectious Diseases, Investors, Portfolio Companies

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2022 Predictions for Litigation, Investigations, and Enforcement Actions Affecting the Automotive Industry

Morrison & Foerster’s Automotive Task Force represents automotive industry clients in their most significant legal matters. We have tapped our multidisciplinary Automotive Task Force to get their opinions on what is likely to…more

Anti-Bribery, Antitrust Division, Automotive Industry, Corruption, Department of Justice (DOJ)

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MoFo Japan Disputes Newsletter – 1st Quarter 2021

Welcome to Morrison & Foerster’s quarterly newsletter on dispute resolution. In this newsletter, we address recent developments in arbitrations, investigations, and commercial and intellectual property litigation that may affect…more

Affirmative Action, Arbitration, Arbitration Awards, CA Supreme Court, Demand Letter

See all updates »

SEC Adopts Climate Change Disclosure Rules for Public Companies

On March 6, 2024, two years after the issuance of a proposing release and following more than 24,000 comment letters and 4,500 unique letters submitted in response, by a vote of 3-2, the U.S. Securities and Exchange Commission…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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CFPB Continues to Challenge Bank Fees: CFPB Issues Proposals to Regulate Overdraft Services and to Prohibit NSF Fees

As part of its ongoing attack on bank fees, the Consumer Financial Protection Bureau (CFPB) has issued two proposed rules to regulate fees charged by banks: one on overdraft services, and one on nonsufficient funds fees. The…more

Consumer Financial Products, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Fee Caps, Financial Institutions

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New CFIUS Pilot Program: What Life Sciences Companies and Investors Need to Know (Chinese Version)

As many life sciences companies and investors are aware, the U.S. Department of the Treasury (“Treasury”) recently announced a new “pilot program” for the Committee on Foreign Investment in the United States (“CFIUS”) effective…more

CFIUS, China, FIRRMA, Investors, Life Sciences

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It's Okay to Venture Away: Alternative Financing Structures for Startups

When it comes to scaling your startup business, choosing your financing partners is critical. Luckily, entrepreneurs have many choices with new entrants into the market on almost a daily basis. The Kauffman Index estimates…more

Crowdfunding, Funding, Popular, Startups, Venture Capital

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Uncharted Territory: California DFPI Finalizes Commercial Financing UDAAP Regulations

The California Department of Financial Protection and Innovation (DFPI) finalized regulations that prohibit unfair, deceptive, and abusive acts and practices (UDAAP) in the offering or provision of commercial financing or other…more

California, Consumer Financial Protection Bureau (CFPB), Department of Financial Protection and Innovation (DFPI), Disclosure Requirements, Fees

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SICC Launches Litigation-Mediation-Litigation Protocol in Collaboration with SIMC

In order to promote the amicable resolution of international commercial disputes, the Singapore International Commercial Court (SICC) has released a Litigation-Mediation-Litigation Protocol (the “LML Protocol”), setting out a…more

Dispute Resolution, International Arbitration, International Litigation, International Mediation, Mediation

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CFTC Finalizes Amendments to Exemptions for CPOs and CTAs under Rule 4.7

The Commodity Futures Trading Commission (CFTC) has adopted amendments to CFTC Rule 4.7, including adjustments to the portfolio requirement financial thresholds in the “qualified eligible person” definition and the introduction…more

CFTC, Commodity Pool, Commodity Trading Advisors (CTAs), Compliance, CPOs

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CARB Issues Midterm Review of Its Advanced Clean Cars Program and Invites Comments on the Program’s Future

On January 12, the California Air Resources Board (CARB) released a Midterm Review of California’s Advanced Clean Cars program, which established Low-Emission Vehicle III (LEV III) standards for certain model year 2015-2025…more

CARB, Clean Tech, Electric Vehicles, Environmental Protection Agency (EPA), Greenhouse Gas Emissions

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December 2023 Bid Protest Roundup: Supplementation, Conversion, Rejection

This month’s Bid Protest Roundup include decisions regarding supplementation of the record and whether an agency may convert a sealed bid opportunity into a negotiated procurement due to lack of funds, as well as a case in which…more

Bid Protests, Bid Solicitation, COFC, Department of Defense (DOD), Federal Acquisition Regulations (FAR)

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Full Federal Circuit Curbs On Sale Bar's Threat to Patents

Biotech and pharmaceutical companies received critical guidance from the Federal Circuit yesterday, when the en banc court exempted a broad category of common manufacturing and supply arrangements from the reach of the patent…more

Biotechnology, Hospira, On-Sale Bar, Patent Applications, Patent Litigation

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OFCCP Releases Second List of Audits for 2023

On September 8, 2023, the Office of Federal Contract Compliance Programs (OFCCP) released a list of 1,000 establishments for supply and service federal contractors selected to receive advance audit notices known as Corporate…more

Affirmative Action, Audits, Bureau of Labor Statistics, Compensation, Contractor Audits

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Socially Aware: The Social Media Law Update Volume 8, Issue 2

Welcome to the newest edition of Socially Aware, our Burton Awardwinning guide to the law and business of social media. In this edition, we explore the threat to U.S. jobs posed by rapid advances in emerging technologies; we…more

Communications Decency Act, Copyright, Cross-Device, DMCA, Federal Trade Commission (FTC)

See all updates »

Collective Redundancies In Europe

One of the difficult realities of running a business is that companies occasionally find themselves needing to make reductions to their staff headcount, be it because of workplace shutdowns due to economic difficulties,…more

Acquisitions, Collective Redundancies Directive, EU, European Court of Justice (ECJ), Germany

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Regulators Replace Policy Statement on Troubled CRE Loans and Allow Short-Term Accommodations

The Board of Governors of the Federal Reserve System, Office of the Comptroller of the Currency, National Credit Union Administration, and Federal Deposit Insurance Corporation (collectively, the “Agencies”) issued a joint…more

Board of Governors, Borrowers, Commercial Real Estate Contracts, Commercial Real Estate Market, Current Expected Credit Losses (CECL)

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MoFo IP Newsletter - April 2016

The 2015 Changes to the Federal Rules Matter for Your Patent Case and Tech Business: Getting in the Courthouse Door Just Got Tougher - It used to be that a complaint for patent infringement would survive a motion to…more

America Invents Act, Anti-Monopoly, Broadest Reasonable Interpretation Standard, Copyright Infringement, Cuozzo Speed Technologies v Lee

See all updates »

International Investor Sentiment Toward Brexit - Views From Major Tech And Financial Centers

Amid the uncertainty Brexit has created, foreign investors are assessing their existing and prospective investments in the UK, with particular focus on Brexit’s potential impact on EU-UK trade and labor mobility. No one has a…more

Asia, Belgium, China, Financial Services Industry, Foreign Investment

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What Does Vietnam’s Anti-Corruption Drive Mean for Investors and Businesses?

Vietnam cemented itself as Asia’s “shining star” during the COVID-19 pandemic. While many countries struggled to balance managing a healthcare crisis and preserving the economy, Vietnam bucked the trend. Its economy hit 8%…more

Anti-Corruption, Coronavirus/COVID-19, Corruption Perceptions Index, Foreign Investment, Multinationals

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Answers To Common Questions About Rule 10b5-1 Plans

Rule 10b5-1 Plans: An Overview- What is a Rule 10b5-1 plan? A Rule 10b5-1 plan is a written plan for trading securities that is designed in accordance with Rule 10b5-1(c) of the Securities Exchange Act of 1934 (the “Exchange…more

10b5-1 Plans, Insider Trading, Securities and Exchange Commission (SEC), Securities Exchange Act

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State + Local Tax Insights - Winter 2017

A Year in Review: Client Victories Abound - The past year will be remembered as exciting for many tax, as well as non-tax, reasons. From the tax standpoint, we are happy to report that our clients had many victories. …more

Department of Financial Services, Mortgage Lenders, Subsidiaries, Tax Benefits, Transfer Taxes

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Employment Law Commentary - Volume 28, Issue 6 - June 2016

The Defend Trade Secrets Act – What Employers Need To Know Right Now - Trade secrets are a critical component of the intellectual property of a company, either standing alone or as a complement to a company’s patent…more

Asset Seizure, Defend Trade Secrets Act (DTSA), Employment Contract, Immunity, Inevitable Disclosure Doctrine

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The Sixth Circuit Narrows the Scope of AKS and FCA Liability

On March 28, 2023, the U.S. Court of Appeals for the Sixth Circuit issued a decision in U.S. ex rel. Martin v. Hathaway limiting the scope of liability under the Anti-Kickback Statute (AKS) and the False Claims Act (FCA) in two…more

Anti-Kickback Statute, But For Causation, Causation, Corporate Counsel, False Claims Act (FCA)

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HKIAC’s Updated Administered Arbitration Rules Come into Effect on 1 June 2024

The Hong Kong International Arbitration Centre (HKIAC) has released updated administered arbitration rules that come into effect 1 June 2024. The updated 2024 Administered Arbitration Rules (the “2024 Rules”) are a much…more

Arbitral Authority, Arbitration, Arbitration Awards, Hong Kong, Hong Kong International Arbitration Centre (HKIAC)

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Coronavirus (COVID-19) “CARES Act” Provides Targeted Tax Relief For Businesses

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act, H.R. 748 (the “CARES Act”) was approved by Congress and signed into law by President Trump. The legislation is approximately 880 pages in length and sets…more

CARES Act, Coronavirus/COVID-19, Financial Stimulus, Relief Measures, SBA

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SBA Proposes To Require The Rule Of Two For Most Task And Delivery Order Competitions

On October 25, 2024, the Small Business Administration (SBA) published a proposed rule to mandate a Rule of Two analysis for most task and delivery order competitions, except under Federal Supply Schedule (FSS) contracts. The…more

Comment Period, Documentation, Federal Acquisition Regulations (FAR), Federal Supply Schedule (FSS), Multiple Award Contracts

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Socially Aware: The Social Media Law Update Volume 7, Issue 6

Commercializing user-Generated Content: Five risk reduction strategies - We’re in the midst of a seismic shift in how companies interact with user-generated content (UGC). For years, companies were happy simply to host…more

App Developers, Clickwrap Agreements, Disclosure Requirements, Ransomware, Safe Harbors

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Building Block(chain)s: 6 Key Findings – and Featured Predictions – from the World Economic Forum’s Blockchain Report

The World Economic Forum threw a knockout punch this month when it released its report “The Future of Infrastructure: An Ambitious Look at How Blockchain Can Reshape Financial Services.”1 When Giancarlo Bruno, the World Economic…more

Blockchain, Financial Institutions, Financial Services Industry, Global Economy, Infrastructure

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Good News for Employers: Texas Court Blocks FTC’s Nationwide Non-Compete Ban

On August 20, 2024, a judge in the U.S. District Court for the Northern District of Texas granted a nationwide injunction against the Federal Trade Commission’s (“FTC’s”) rule banning non-competes with employees (the “Rule”). …more

Arbitrary and Capricious, Employment Contract, Federal Bans, Federal Trade Commission (FTC), FTC Act

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To Scrape or Not to Scrape? First Court Decision on the EU Copyright Exception for Text and Data Mining in Germany

On September 27, 2024, the Regional Court (Landgericht) of Hamburg, a court of first instance (the “Court”), dismissed a cease-and-desist claim by the photographer Robert Kneschke against LAION e. V. that the scraping of his…more

Artificial Intelligence, Cease and Desist Orders, Copyright, Copyright Infringement, Data Mining

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What is in my Supply Chain?

April and May 2024 mark historic months when it comes to supply chain due diligence obligations for EU and non-EU companies that operate in the EU. Going forward, companies will not only be required to identify and address…more

Corporate Governance, Due Diligence, Enforcement, Environmental Social & Governance (ESG), EU

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A Return To Normalcy? Check Your Local Rules – An Update On Mask Litigation And Guidelines

Nine months ago, we discussed several issues that had been raised by COVID-19 face mask-related litigation. Soon after, COVID-19 infection rates spiked to unprecedented levels. But with the emergency use authorization of three…more

Americans with Disabilities Act (ADA), Cal-OSHA, Centers for Disease Control and Prevention (CDC), Coronavirus/COVID-19, Emergency Use Authorization (EUA)

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Japan Is Tightening Regulations Applicable to Foreign Direct Investment in the Information and Communications Technology Sector

Overview of Regime and Upcoming Amendments - On May 27, 2019, the Japanese government published amended rules that aim to tighten the regulatory requirements applicable to foreign direct investment (tai nai chokusetsu…more

Acquisitions, Foreign Direct Investment, Foreign Investment, Japan, Mergers

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Getting the Measure of EGC Corporate Governance Practices: A survey and related resources - February 2016

Corporate governance has changed dramatically since passage of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The level of shareholder engagement and institutional…more

Audit Committee, Board of Directors, Corporate Counsel, Corporate Governance, Corporate Issuers

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U.S. Supreme Court Issues Standard Fire Insurance Opinion: Stipulations Limiting Damages No Longer Insure Against Removal

The Supreme Court issued its much-anticipated opinion today in Standard Fire Insurance Co. v. Knowles, 568 U.S. __ (2013), holding unanimously that a class action plaintiff cannot avoid removal to federal court under the Class…more

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

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MoFo Global Procurement Quarterly: Spring 2015

In This Issue: - Right to Modify? - International Brands May Trigger Cross-Border Interest in EU Tenders - Q&A with James Koukios - GSA Data Reporting - International IT Companies Face Continuing…more

China, Cross-Border, EU, Federal Contractors, General Services Administration (GSA)

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The Praxis Of Faxes: Circuits Split On The Meaning Of “Advertisement” Under The TCPA

A circuit split has emerged over faxes offering “free” goods, money, or services and whether they constitute an “unsolicited advertisement” under the Telephone Consumer Protection Act (the TCPA)…more

Appellate Courts, Corporate Counsel, Market Research, TCPA, Unsolicited Advertisements

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State + Local Tax Insights -- Spring 2014

In This Issue: - Where’s Walden? Finding Protection under the Due Process Clause - Upcoming Speaking Engagements - CFCs and Subpart F Income in a California Water’s-Edge Election and What’s Wrong with the Apple…more

Apple, CFCs, Due Process, Franchise Tax Board, Franchise Taxes

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Acting Behind The Scenes: High Court Confirms Duties Of Shadow Directors

In Standish & Ors v The Royal Bank of Scotland Plc & Anor (the “Judgment”), the High Court confirmed that the duties owed by a shadow director are limited to the subject matter of their instructions. This alert is…more

CVAs (Company Voluntary Arrangements), Directors, EU, Fiduciary Duty, Financial Institutions

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EU AI Act – Landmark Law on Artificial Intelligence Approved by the European Parliament

The highly anticipated EU Artificial Intelligence Act is finally here! With extra-territorial reach and wide-reaching ramifications for providers, deployers, and users of Artificial Intelligence (“AI”), the Artificial…more

Artificial Intelligence, Copyright, Data Mining, Data Protection, Data Protection Impact Assessments (DPIAs)

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UK Companies Responsible For Business And Human Rights Violations Overseas

English courts have been busy passing judgment on UK companies that have allegedly violated business and human rights (BHR) obligations overseas. UK businesses (or large corporations with a presence in the UK) with operations in…more

Coronavirus/COVID-19, Discrimination, Duty of Care, Health and Safety, Human Rights

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Top 10 International Anti-Corruption Developments For February 2021

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Anti-Bribery, Anti-Corruption, Brazil, Bribery, Coronavirus/COVID-19

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Expanded Commercial Loan Exemption Under California Finance Lenders Law

As a result of the passage of Assembly Bill No. 1091 (“AB 1091”), persons1 that make only occasional commercial loans in California may be able to take advantage of an expanded licensing exemption under the California Finance…more

Commercial Loans, Exemptions, Lenders

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Passing On Preemption: Ninth Circuit Holds That California’s Sherman Law Is Not Impliedly Preempted

While it rarely rules on questions of preemption, the Ninth Circuit took an even rarer step on July 1, 2024 when it took up the question of whether private parties can seek to enforce the provisions of California’s Sherman Law…more

Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Food Labeling, Preemption, Private Right of Action

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Coinbase v. Bielski – SCOTUS Authorizes Automatic Stays Pending Decision of Arbitrability

In a recent 5-4 decision reversing the Ninth Circuit and settling a circuit split, the Supreme Court of the United States in Coinbase v. Bielski held that a district court must stay its proceedings while an interlocutory appeal…more

Appeals, Arbitration, Automatic Stay, Class Action, Coinbase

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Top 10 International Anti-Corruption Developments For February 2021

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments from the past month, with links to primary…more

Anti-Bribery, Anti-Corruption, Brazil, Bribery, Coronavirus/COVID-19

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Patent Term Extension For Biologics

Patent term extension (PTE) provides additional patent term for patents related to U.S. pharmaceutical products to compensate for the effective loss of patent term caused by delay during the drug approval process by the U.S…more

Biologics, Food and Drug Administration (FDA), Patent Term Extensions, Patents, Pharmaceutical Industry

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Cleaning The Workplace In Anticipation Of Reopening—And Keeping It Clean!

We have waited for weeks that seemed like years for the government to allow us to reopen our businesses and schools; and, now that the big day is just around the corner, we must have plans in place to protect our employees and…more

Centers for Disease Control and Prevention (CDC), Coronavirus/COVID-19, Infectious Diseases, OSHA, Public Health

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This Week At The Ninth: Exemption From Exchange Act Liability

This week, the Ninth Circuit addresses the requirements for invoking a regulatory exemption to liability under Section 16(b) of the Securities Exchange Act of 1934. ROTH v. FORIS VENTURES, LLC -…more

Beneficial Owner, Liability, Securities, Securities and Exchange Commission (SEC), Securities Exchange Act of 1934

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Practical Considerations for Navigating the Upcoming Federal Ban on Predispute Arbitration and Class Action Waivers of Sexual Harassment and Assault Claims

On Thursday, February 10, 2022, the United States Senate passed H.R. 4445, which will amend the Federal Arbitration Act (FAA) to ban all pre-dispute arbitration agreements and class and collective action waivers covering sexual…more

Arbitration Agreements, Class Action, Collective Actions, Employer Liability Issues, Federal Arbitration Act

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EU AI Act – Landmark Law on Artificial Intelligence Approved by the European Parliament

The highly anticipated EU Artificial Intelligence Act is finally here! With extra-territorial reach and wide-reaching ramifications for providers, deployers, and users of Artificial Intelligence (“AI”), the Artificial…more

Artificial Intelligence, Copyright, Data Mining, Data Protection, Data Protection Impact Assessments (DPIAs)

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Top 10 International Anti-Corruption Developments for January 2019

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments in the past month, with links to primary resources…more

Anti-Corruption, Barbados, Bribery, Corporate Counsel, EU

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SEC Targets "AI Washing" With Two New Settled Cases

On March 18, 2024, the SEC announced—in videos posted on YouTube and Twitter—regulatory actions against two investment advisers for “AI washing,” a practice defined by the SEC as “making false artificial intelligence-related…more

Anti-Fraud Provisions, Artificial Intelligence, Enforcement, Environmental Social & Governance (ESG), Financial Industry Regulatory Authority (FINRA)

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Brexit: Service - Implications for Contracting Parties and Disputes

The process of Brexit will take many years, and the implications for our clients’ business will unfold over time. Our MoFo Brexit Task Force is coordinating Brexit-related legal analysis across all of our offices, and working…more

Contract Disputes, EU, International Arbitration, International Litigation, Jurisdiction

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Court Rules LBRY Token Is a Security in Another SEC Crypto Win

On November 7, 2022, Judge Paul J. Barbadoro in the United States District Court for the District of New Hampshire granted summary judgment in favor of the Securities and Exchange Commission against the content sharing platform…more

Blockchain, Cryptoassets, Cryptocurrency, Howey, Initial Coin Offering (ICOs)

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SM&CR for Solo-Regulated Firms: Are You Ready?

The UK regulatory Senior Managers and Certification Regime (SM&CR) came into force in March 2016 to replace the UK Financial Conduct Authority (FCA) Approved Persons Regime (APR) for firms that are subject to dual regulation by…more

Financial Conduct Authority (FCA), Prudential Regulation Authority (PRA), Senior Management Regime (SMR), Senior Managers, SMCR

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SEC Identifies Additional Risk Areas from Examinations of Private Fund Advisers

On January 27, 2022, the SEC’s Division of Examinations (“EXAMS”) released a risk alert (the “Risk Alert”) outlining its observations regarding compliance issues uncovered by its staff in examinations of registered investment…more

Due Diligence, Fiduciary Duty, Hedge Funds, Investment Adviser, Limited Partnership Agreements

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Hong Kong Capital Markets Quarterly News -- October 2013

In This Issue: New Sponsor Regime – Guidance Letters; Policy on Listing Overseas Companies; New Listing Decisions; New Guidance Letters; and Enforcement News Excerpt from New Sponsor Regime – Guidance Letters:…more

Enforcement, Hong Kong, Listing Standards, SFC, Stocks

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Don’t Jump the Gun: The US Department of Justice Issues Rare $3.5 Million Civil Penalty for Gun Jumping

On August 5, 2024, the U.S. Department of Justice (DOJ) filed a proposed settlement with Legends Hospitality Parent Holdings (“Legends”), a global venue services company, in connection with its proposed acquisition of ASM…more

Antitrust Provisions, Antitrust Violations, Corporate Sales Transactions, Department of Justice (DOJ), Enforcement Actions

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Circular 122 – China Starts to Unwind Limits on Foreign Investment in Real Estate in Response to Slowing Economy

Nine years ago, in July 2006, six different Chinese government agencies issued Opinion 171, the first of a number of circulars imposing limits on foreign investment in the property market in response to concerns about a rapidly…more

China, Foreign Investment, Foreign Nationals, Leverage Ratio, MOFCOM

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Socially Aware - Volume 5, Issue 5 - August 2014

In This Issue: - Data for the Taking: Using the Computer Fraud and Abuse Act to Combat Web Scraping - Google Glass Into Europe: A Small Step or a Giant Leap? - Drugs and the Internet: FDA Distributes New…more

ABC v Aereo, Accessibility Rules, Computer Fraud and Abuse Act (CFAA), DMCA, EU

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UK Regulations: Urgent Action Required from Loan-based Crowdfunding Platforms

The UK’s Financial Conduct Authority (“FCA”) published a “Dear CEO” letter on 28 February 2017 that requires urgent action from firms which operate a loan-based crowdfunding platform that facilitates loans to lending businesses…more

Borrowers, Crowdfunding, Financial Conduct Authority (FCA), FSMA, Funding Portal

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An Easier Road to a Hong Kong Listing for Biotech Companies

In June 2017, the Hong Kong Stock Exchange (“HKEx”) initiated a holistic review of the Hong Kong listing regime to enhance its overall competitiveness against other major global listing venues, in particular to attract companies…more

Capital Markets, Disclosure Requirements, Hong Kong, Hong Kong Stock Exchange, Investors

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Breaking the ISDA Section 2(a)(iii) Insolvency Stalemate

On 19 June 2014, the International Swaps and Derivatives Association (“ISDA”) published an amendment to the ISDA Master Agreement for use in relation to section 2(a)(iii) of that agreement, for parties who wish to amend their…more

Default, Derivatives, ISDA, ISDA Master Agreement, Over The Counter Derivatives (OTC)

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True Facts About False Claims: MoFo's FCA Newsletter - October 2024

Designed for busy in-house counsel and compliance professionals, this newsletter seeks to bring you up to speed on key federal and state False Claims Act (FCA) developments, with links to primary resources. Each quarter, we will…more

Cybersecurity, Defense Contracts, Denial of Certiorari, Department of Justice (DOJ), E-Rates

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Updates in Uruguay – Accession to the PCT and Announcement of a New GMO Regulatory Framework

Earlier this year, Uruguay announced two major updates in the patent and regulatory spheres that are likely to encourage outside investment in Uruguayan industry, particularly for agbiotech: Uruguay is acceding to the Patent…more

Agricultural Sector, APHIS, Environmental Protection Agency (EPA), Food and Drug Administration (FDA), Intellectual Property Protection

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Top 10 International Anti-Corruption Developments for February 2024

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past month,…more

Anti-Corruption, Bribery, Commodities Traders, Corporate Counsel, Criminal Conspiracy

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Socially Aware - Volume 6, Issue 3 - July/August 2015

Welcome to the newest issue of Socially Aware, our Burton Award winning guide to the law and business of social media. In this edition, we present a “grand unifying theory” of today’s leading technologies and the legal…more

Advertising, Consumer Bankruptcy, Copyright Infringement, Creditors, Data Collection

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DOJ Signals Intent to Increase Antitrust Scrutiny of Information Sharing

On February 2, 2023, the Principal Deputy Assistant Attorney General for the U.S. Department of Justice’s (DOJ) Antitrust Division, Doha Mekki, announced that the DOJ was withdrawing three policy statements outlining safe…more

Antitrust Provisions, Department of Justice (DOJ), Federal Trade Commission (FTC), Healthcare, Information Sharing

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Life After Cyan: Tips for Handling State Court Jurisdiction of ’33 Act Claims

On Tuesday, March 20, 2018, the Supreme Court unanimously held in Cyan Inc. v. Beaver County Employees’ Retirement Fund, that state courts have concurrent jurisdiction over securities class actions brought under the Securities…more

Class Action, Cyan Inc v Beaver Cty Emps Ret Fund, SCOTUS, Securities Act of 1933, Securities Violations

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DOJ Updates Its Guidance on Corporate Compliance Programs, with an Emphasis on AI and Whistleblowers

The ECCP is intended to assist federal prosecutors in determining whether a corporation’s compliance program was effective at the time of the alleged offense(s) and, if not, what type of enforcement, monetary penalty, and…more

Artificial Intelligence, Compliance, Department of Justice (DOJ), Emerging Technologies, Enterprise Risks

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New DCMA Defective Pricing Pilot Team Will Possess Audit Resolution Authority

The Defense Contract Management Agency (DCMA) will institute a new Defective Pricing Pilot Team, according to a September 30, 2020, memo issued by Kim Herrington, Acting Principal Director of Defense Pricing and Contracting at…more

Collaboration, Contract Price, DCAA, DCMA, Department of Defense (DOD)

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Last Week In The Federal Circuit (August 30-September 3): Candor At The Patent Office

The Federal Circuit returned to a full week of in-person arguments last week.  But that didn’t keep it from issuing a range of decisions in patent and non-patent cases.  Below we provide our usual weekly statistics and our case…more

Deceptive Intent, Inequitable Conduct, Patent Applications, Patent Litigation, Patents

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Chevron Overruled, but PTAB Likely to Emerge Unscathed

Administrative agencies long enjoyed deference from the courts under Chevron U.S.A., Inc. v. Natural Resources Defense Council, Inc., 467 U.S. 837 (1984). Chevron required courts to give leeway to agencies interpreting ambiguous…more

America Invents Act, Broadest Reasonable Interpretation Standard, Chevron Deference, Corporate Counsel, Loper Bright Enterprises v Raimondo

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Socially Aware: The Social Media Law Update Volume 7, Issue 2

Welcome to the newest issue of Socially Aware, our Burton Award winning guide to the law and business of social media. In this edition, we offer tips for a successful—and legal—advertising campaign; we examine a New York State…more

Advertising, B2C, Big Data, Digital Goods, Discovery

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How FDA Is Monitoring The COVID-19 Product Market

FDA is actively “monitor[ing] the online ecosystem for fraudulent products peddled by bad actors seeking to profit from this global pandemic.” The agency says it has discovered hundreds of fraudulent COVID-19 products, including…more

Cannabis Products, Coronavirus/COVID-19, Department of Health and Human Services (HHS), Department of Justice (DOJ), Food and Drug Administration (FDA)

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Update On German Compliance Legislation: Supply Chain Due Diligence Act Is Adopted, Corporate Sanctioning Act Fails

At the end of the legislative period, important decisions on central compliance legislative proposals of the German Federal Government were made: On June 11, 2021, the German Federal Parliament (Bundestag) adopted the “Act…more

Civil Liability, Due Diligence, EU, Foreign Corporations, Germany

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European Digital Compliance: Key Digital Regulation & Compliance Developments - April 2022

To help organisations stay on top of the main developments in European digital compliance, Morrison & Foerster’s European Digital Regulatory Compliance team reports on some of the main European digital regulatory and compliance…more

Compliance, Content Marketing, Copyright, Copyright Infringement, Corporate Counsel

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Global Procurement Quarterly - Summer/Fall 2014

In This Issue: - Recent Trends in FCPA Enforcement – First Half of 2014 - Ukraine/Russia–Related Sanctions - New Executive Order Places Additional Reporting Obligations on Government Contractors and Creates…more

China, Emerging Technology Companies, Enforcement Actions, Federal Contractors, Foreign Corrupt Practices Act (FCPA)

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Finders Are Not Always Keepers: UK Supreme Court Confirms State Immunity in in Rem Claims

In Argentum Exploration Ltd v Republic of South Africa [2024] UKSC 16, the UK Supreme Court held that South Africa was entitled to state immunity in respect of an in rem (i.e., property based) claim by salvors of a World War II…more

Commercial Litigation, Finders, Jurisdiction, South Africa, State Immunity Act 1978 (the SIA)

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Federal Reserve Issues Guidance on Implementation Plans and Other Enhanced Prudential Standards for Foreign Banking Organizations

On June 26, 2014, the Federal Reserve Board (“Board”) published on its website responses to frequently asked questions (“FAQs”) relating to enhanced prudential standards under Section 165 of the Dodd-Frank Act and its…more

Dodd-Frank, FBOs, Federal Reserve, Regulation YY

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Post-TianRui: A Survey of Trade Secret Litigation and Extraterritoriality in the ITC

In 2011, the Federal Circuit in TianRui Grp. Co. v. Int’l Trade Comm’n affirmed the International Trade Commission’s (ITC) authority to look to extraterritorial conduct of a respondent to determine whether that respondent…more

Administrative Law Judge (ALJ), Defend Trade Secrets Act (DTSA), Employee Training, Employment Policies, Extraterritoriality Rules

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USPTO Issues New Subject Matter Eligibility Examples for Life Sciences

The United States Patent and Trademark Office (USPTO) recently provided updated guidance regarding the patent eligibility of subject matter related to natural products. The updated guidance may be of interest to companies…more

CLS Bank v Alice Corp, Interim Guidance, Life Sciences, Mayo v. Prometheus, Patent-Eligible Subject Matter

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Slack SCOTUS Decision

The Supreme Court has just given companies looking to go public another reason to do it through direct listings. The federal securities laws impose strict liability for misleading statements made in connection with initial…more

Investors, Misleading Statements, SCOTUS, Section 11, Securities Act of 1933

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IP Quarterly - Winter 2014

In This Issue: Suprema, Inc. v. ITC; Ibormeith IP, LLC v. Mercedes-Benz USA, LLC; Intellect Wireless v. HTC; and IPR’s Limited Grounds Prove Challenging for Petitioners. Excerpt from Suprema, Inc. v. ITC…more

HTC America, International Trade Commission (ITC), Mercedes-Benz, Patent Infringement, Patent Litigation

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2023 M&A Annual Review

Our M&A team is honored to have represented clients in some of the most compelling transactions in 2023—from advising SoftBank on two acquisitions of public companies in the robotics space, to partnering with sustainable food…more

Aiding and Abetting, Antitrust Provisions, Artificial Intelligence, Economic Sanctions, Environmental Social & Governance (ESG)

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DOJ’s Arguments In Flynn Case Could Aid Future Defendants

Ronald White authored an article for Law360 covering the U.S. Department of Justice’s (DOJ) motion to dismiss the charges in U.S. v. Michael Flynn, and how this decision could assist other federal criminal defendants and make…more

Burden of Proof, Department of Justice (DOJ), FBI, Investigations, Mike Pence

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In Vineis Veritas: No Sour Grapes As Egyptian Court Orders Removal Of Illegal Vines

The Beni Suef Economic Court in Egypt has recently ordered the removal of nearly five hectares of illegally grown Early Sweet™ grapevines, totaling 9000 vines and associated seedlings…more

Egypt, EU, Licenses, Ministry of Agriculture, Patent Infringement

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AI Trends For 2024 - Voluntary Commitments By Companies To Responsible AI

Generative artificial intelligence exploded into public consciousness in 2023. With increased public awareness inevitably came increased regulatory scrutiny, both in the United States and abroad. While there is little doubt that…more

Artificial Intelligence, Biden Administration, Cybersecurity, Department of Health and Human Services (HHS), Innovative Technology

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Top 10 International Anti-Corruption Developments for July 2024

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past month,…more

Anti-Bribery, Anti-Corruption, Bribery, CJIP, Commodity Trading Advisors (CTAs)

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NYC’s Local Law 97 Update: PACE Yourself

The first compliance period under New York City’s Local Law 97 (LL97) begins on January 1, 2024, and a January 2023 REBNY-commissioned study concluded that over 3,700 properties could be out of compliance and face over $200…more

Carbon Capture and Sequestration, Carbon Emissions, Clean Energy, Commercial Property Owners, Compliance

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Employment Law Commentary - Volume 28, Issue 2 - February 2016

Separation Anxiety: Best Practices for Employee Severance Agreements: Employers deal with employee separations all the time. Back when I was an HR manager for a major airline, when it came time for a layoff or other not-for…more

Covenant Not to Sue, Enforcement Actions, Equal Employment Opportunity Commission (EEOC), Germany, Hiring & Firing

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MOFO Partners With Oasis Legal Services To Support LGBTQ+ Asylum Seekers

Morrison Foerster is piloting a new project with our longtime pro bono partner, Oasis Legal Services, to draft declarations on behalf of LGBTQ+ asylum seekers. Over the past few years, the firm has collaborated with Oasis by…more

Asylum, Client Services, Immigrants, Legal Project Management, LGBTQ

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Three Views Of Stream-Of-Commerce Jurisdiction For Infringing IP

Bryan Wilson and Yuqing Cui authored an article for Law360 covering the use of the stream-of-commerce theory in patent cases. Without a consensus on the standard for using this theory in the U.S. Supreme Court, the authors…more

Patent Infringement, Resales Agreements, SCOTUS, Stream of Commerce

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Employment Law Commentary, January 2016

Alcoholism And Disability Discrimination: Lessons From The USC Coach’s Case - If you have never dealt with an employee who is an alcoholic, rest assured, you will. Alcoholism has been described as the single largest, most…more

Americans with Disabilities Act (ADA), Disability Discrimination, Drug & Alcohol Abuse, EAP, Employee Training

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[Webinar] Leading with Influence: Creating a Culture that Embraces Change - May 26th, 12:00 pm - 1:00 pm ET

Join us for a new webinar in our Leading with Influence series that will explore and highlight the most significant areas of development and drivers of change for today’s general counsel. In this episode, the speakers will…more

Business Development, Corporate Counsel, Corporate Culture, Leadership, Webinars

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SEC Proposes Pay Ratio Disclosure Rules

At an open meeting on September 18, 2013, the Securities and Exchange Commission (“SEC”) approved for public comment proposed rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act…more

Disclosure Requirements, Dodd-Frank, Pay Ratio, Securities and Exchange Commission (SEC), Wages

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Last Week in the Federal Circuit (August 9-13): The Dangers of Relying Solely on Extrinsic Evidence for Claim Construction

Although things often slow down in Washington in the August heat and humidity, that wasn’t the case this past week for the Federal Circuit. All told, the Court issued 5 precedential opinions and ruled in 17 cases. Below we…more

Claim Construction, Extrinsic Evidence, Patent Litigation, Patent Prosecution, Patent Prosecution History

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The Journey from Security to Non-Security: SEC Director Comments on Mutability of Token Treatment

Many in the blockchain and cryptocurrency community were in a celebratory mood on June 14, 2018, following a landmark speech given by William Hinman, Director for the Division of Corporation Finance of the U.S. Securities and…more

Blockchain, Corporate Financing, Cryptocurrency, Financial Services Industry, Securities and Exchange Commission (SEC)

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Employment Law Commentary, October 2017, Volume 29, Issue 10

HOT TOPICS FOR MULTINATIONAL EMPLOYERS: PRIVACY IN THE WORKPLACE, THE EU GENERAL DATA PROTECTION REGULATION, AND BREXIT - Increasing digitalisation of the workplace means that many routine activities nowadays entail the…more

Data Protection, EU, General Data Protection Regulation (GDPR), Personal Data, Privacy Concerns

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Germany capital market and corporate law update: The new Transparency Register is online – what you need to know

The revised Anti-Money Laundering Law (law on tracing profits from serious criminal activities (Geldwäschegesetz – GwG)) will provide for the introduction of an electronic transparency register as of October 1, 2017. There,…more

Beneficial Owner, Capital Markets, Germany, Shareholders' Agreements, Stock Exchange

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DOJ Updates Its Guidance on Corporate Compliance Programs, with an Emphasis on AI and Whistleblowers

The ECCP is intended to assist federal prosecutors in determining whether a corporation’s compliance program was effective at the time of the alleged offense(s) and, if not, what type of enforcement, monetary penalty, and…more

Artificial Intelligence, Compliance, Department of Justice (DOJ), Emerging Technologies, Enterprise Risks

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ISDA Amendments to Master Agreement Relating to Default Notice Provision and Characterisation of Credit Support Annexes

As a response to member feedback relating to the COVID-19 pandemic and following a period of consultation with its members beginning in 2022, the International Swaps and Derivatives Association (ISDA) has published a number of…more

Commodities, Coronavirus/COVID-19, Credit Support Annex (CSA), Default, Derivatives

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Hong Kong SPAC Is Coming to Town

On September 17, 2021, the Stock Exchange of Hong Kong (“SEHK”) released the long-awaited consultation paper on Hong Kong Special Purpose Acquisition Companies (“SPAC”). After a short consultation period ending on October 31,…more

Hong Kong, PIPEs, Special Purpose Acquisition Companies (SPACs), Stock Exchange

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Drax No Longer Stopped in Its Tracks: English Court of Appeal Gives Green Light to Breach of Warranty Claim

On 8 May 2024, the Court of Appeal in Drax Smart Generation Holdco Ltd v Scottish Power Retail Holdings Ltd [2024] EWCA Civ 477 (“Drax”) handed down judgment overturning the decision of the High Court, finding that the claimant…more

Breach of Warranty, Contract Terms, Easements, Indemnity Claim, Model Contract Clauses

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Judge Koh Awards Double Victory in “Natural” Labeling Class Action Against Dole, Granting Decertification and Summary Judgment

As the food “misbranding” litigation continues to fill courts’ dockets, Judge Lucy H. Koh recently put an end to the two-year battle against Dole’s packaged fruit labeling in the Northern District of California. Dole…more

Class Action, Decertify, Dole Food, Food Labeling, Summary Judgment

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Top 5 SEC Developments (October 2023)

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month we examine: • Fraud and internal control failure charges against SolarWinds…more

Aiding and Abetting, Anti-Money Laundering, Best Practices, Blockchain, Chief Information Security Officer (CISO)

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A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs

In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend…more

Disclosure Requirements, Form 10-K, Form 8-K, GAAP, Initial Public Offering (IPO)

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Non-Compete Q1 2024 Round Up - FTC, California, And New York

While the FTC was relatively quiet in 2023 on the non-compete front, California forged ahead with two amendments to its non-compete statute (Business and Professions Code section 16600) that, depending on how courts interpret…more

California, Corporate Counsel, Federal Trade Commission (FTC), Memorandum of Understanding, New York

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Justice Department Announces Launch of Task Force “KleptoCapture” focused on Russia-related Sanctions Violations

On March 2, 2022, the U.S. Department of Justice announced the launch of Task Force KleptoCapture, an interagency law enforcement task force dedicated to enforcing the unprecedented sanctions, export, and other measures taken by…more

Cryptocurrency, Department of Justice (DOJ), Economic Sanctions, Enforcement Actions, Export Controls

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European Digital Compliance: Key Digital Regulation & Compliance Developments - October 2024

To help organizations stay on top of the main developments in European digital compliance, Morrison Foerster’s European Digital Regulatory Compliance team reports on some of the main topical digital regulatory and compliance…more

Artificial Intelligence, Competition, Consumer Rights Directive, Deep Fake, Digital Platforms

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Mixed Results on Class Certification for “Cereal” Plaintiff

In Hadley v. Kellogg Sales Company, Plaintiff Stephen Hadley, who has filed at least two additional lawsuits alleging the mislabeling of breakfast foods, sought certification of four California subclasses of purchasers of…more

Class Action, Class Certification, Corporate Counsel, Food and Drug Administration (FDA), Food Labeling

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Coming Home – Overview of Going Private Transactions of U.S.-Listed Chinese Companies

Since the early 1990s, the U.S. stock exchanges have long been home to many prominent Chinese companies as they tried to attract a wide spectrum of investors and enhance their global profile. Over the past decade, waves of the…more

Break-Up Fee, Buyouts, Capital Markets, China, Going-Private Transactions

See all updates »

California's New Climate Era: SB 350 and Beyond

Two out of three ain’t bad. Climate change policy advocates may find themselves quoting Meat Loaf with the enactment of Senate Bill (SB) 350, which California’s Legislature passed last month and which Governor Jerry Brown…more

Biofuel, California Energy Commission, CARB, Carbon Emissions, CEQA

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A New Frontier for SEC Cybersecurity Enforcement? The SEC Charges SolarWinds and its CISO with Securities Fraud

Earlier this week, the SEC accused SolarWinds Corporation (“SolarWinds” or the “Company”) and its Chief Information Security Officer (“CISO”) of committing scienter-based securities fraud, among other violations, for allegedly…more

Chief Information Security Officer (CISO), Cyber Incident Reporting, Cybersecurity, Enforcement, False Statements

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Top 10 International Anti-Corruption Developments for March 2023

Designed for busy in-house counsel, compliance professionals, and anti-corruption lawyers, this newsletter summarizes some of the most important international anti-corruption law and enforcement developments from the past month,…more

Anti-Corruption, Bribery, Clawbacks, Corporate Counsel, Corporate Governance

See all updates »

An Easier Road to a Hong Kong Listing for Biotech Companies

In June 2017, the Hong Kong Stock Exchange (“HKEx”) initiated a holistic review of the Hong Kong listing regime to enhance its overall competitiveness against other major global listing venues, in particular to attract companies…more

Capital Markets, Disclosure Requirements, Hong Kong, Hong Kong Stock Exchange, Investors

See all updates »

China Strengthens Protection of State Secrets as Revised Law Takes Effect

China’s amended Law on Guarding State Secrets (“SSL”) took effect on May 1, 2024. This amendment is part of a broader legislative push to enhance national security and data protection, aligning with other recent laws such as the…more

China, Corporate Counsel, Cybersecurity, Data Security, Declassification

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China Pilots Relaxed Foreign Ownership Limits for Data Center and Other Value-Added Telecom Services

China’s telecommunications regulator, the Ministry of Industry and Information Technology (MIIT), has announced a pilot scheme that would allow foreign investors to establish wholly owned subsidiaries in Beijing, Shanghai,…more

CEPA, China, E-Commerce, Foreign Investment, Foreign Ownership

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The Potential Impact Of The Blocking Measures Recently Issued By The Ministry Of Commerce On Chinese And Foreign Companies

China’s recently promulgated Measures to Block the Improper Extraterritorial Application of Foreign Laws and Measures (the “Measures”) has established a new framework for mitigating the impact of foreign legal measures,…more

Blocking Sanctions, China, Economic Sanctions, EU, MInistry of Commerce

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JPO Released Its Practical Guide to SEP Licensing Negotiations

The Japan Patent Office (JPO) published a 56-page “Guide to Licensing Negotiations Involving Standard Essential Patents” (“Guide”) on June 5, 2018. The Guide provides an overview of licensing negotiation processes and royalty…more

Apple v Samsung, FRAND, Huawei, Japan, Japan Patent Office

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Last Week in the Federal Circuit (October 4-8): An “Inventive” Authentication Scheme Takes The Cake Under Alice

Even though last week was argument week, that didn’t slow down the issuance of decisions at the Federal Circuit. Below we provide our usual weekly statistics and our case of the week—our highly subjective selection based on…more

Abstract Ideas, CLS Bank v Alice Corp, Inventive Concept Test, Patent Litigation, Patent-Eligible Subject Matter

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Recent Enforcement Action Serves as Reminder of SEC’s Active Enforcement of Tender Offer Rules

On September 6, 2024, the United States Securities and Exchange Commission (the SEC) charged Esmark Inc. (“Esmark”) and its Founder/Chairman and former CEO James Bouchard under Section 14(e) of the Securities Exchange Act of…more

Acquisitions, Disclosure, Due Diligence, Enforcement Actions, Investors

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Chevron Overruled, but PTAB Likely to Emerge Unscathed

Administrative agencies long enjoyed deference from the courts under Chevron U.S.A., Inc. v. Natural Resources Defense Council, Inc., 467 U.S. 837 (1984). Chevron required courts to give leeway to agencies interpreting ambiguous…more

America Invents Act, Broadest Reasonable Interpretation Standard, Chevron Deference, Corporate Counsel, Loper Bright Enterprises v Raimondo

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Patent Quality: Shining Through

A New Review Process Shows the Importance of a Good Application - The newly available procedure for challenging patent validity known as inter partes review, or IPR, is forcing patent players to raise their game—from…more

Inter Partes Review (IPR) Proceeding, Patent Infringement, Patent Litigation, Patents

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Obviousness In Drug Combinations – Unexpected Results Vs. Unexpected Mechanisms Of Action

Ascertaining the differences between prior art and claims at issue requires interpreting the claim language and considering both the invention and the prior art references as a whole. The Supreme Court emphasized “the need for…more

Obviousness, Patent Applications, Patent Infringement, Patent Trial and Appeal Board, Patents

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The Potential Impact Of The Blocking Measures Recently Issued By The Ministry Of Commerce On Chinese And Foreign Companies

China’s recently promulgated Measures to Block the Improper Extraterritorial Application of Foreign Laws and Measures (the “Measures”) has established a new framework for mitigating the impact of foreign legal measures,…more

Blocking Sanctions, China, Economic Sanctions, EU, MInistry of Commerce

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Corruption Perceptions Index 2018: Public Sector Corruption in Asia-Pacific Still a Problem with China and Vietnam Dropping Several Places

On January 29, 2019, Transparency International (“TI”) published its annual Corruption Perceptions Index (“CPI”) for 2018, a survey which ranks perceptions of public sector corruption in 180 countries and territories according…more

Anti-Corruption, China, Foreign Corrupt Practices Act (FCPA), Public Sector, Vietnam

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A New Listing Regime for Specialist Technology Companies Has Arrived

On March 24, 2023, the Stock Exchange of Hong Kong Limited (the “Exchange”) issued the long-awaited consultation conclusions (the “Consultation Conclusions”) on the listing regime for Specialist Technology Companies on the Main…more

Capitalization, Clawbacks, Disclosure Requirements, Emerging Technologies, Initial Public Offering (IPO)

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Japan Moves To Tighten Restrictions On Foreign Investment In Healthcare Industries

Amid concerns about predatory acquisitions of weakened companies and strategic assets during the COVID-19 crisis, more and more countries are restricting foreign direct investment (FDI) in their domestic companies, especially in…more

CFIUS, FEFTA, FIRRMA, Foreign Direct Investment, Foreign Investment

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Coalition Powers Impose Russian Oil Price Cap and Outline Implementation

As Russia’s war in Ukraine stretches into its tenth month, governments around the world continue to coordinate and respond with increasingly severe sanctions and export controls…more

Crude Oil, Economic Sanctions, EU, Export Controls, Office of Financial Sanctions Implementation (OFSI)

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Court Declines to Certify Class in False Advertising Case Without Survey Evidence of a Common Consumer Definition

On June 7, 2017, a Central District Court of California declined to certify a class of consumers who alleged that 5-Hour Energy’s marketing of an energy drink was misleading, finding that individual factual questions regarding…more

5-Hour Energy, Class Certification, False Advertising, Food Labeling

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The USPTO Proposes To Establish Permanent Electronic Filing For Patent Term Extension Applications

On May 6, 2022, the United States Patent and Trademark Office (USPTO) issued a Notice, proposing to amend the Rules of Practice in Patent Cases to allow electronic submissions of patent term extension (PTE) applications, interim…more

Electronic Filing, Federal Register, Patent Application Information Retrieval (PAIR), Patent Term Extensions, Patents

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Bid Protest Spotlight: Rule Of Two, Post Award, Cost Request

This article is part of a monthly column that provides takeaways from recent bid protest cases. This installment highlights three decisions from the U.S. Government Accountability Office. Each of this month's decisions…more

Bid Protests, Code of Federal Regulations (CFR), DFARS, Federal Contractors, GAO

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Activist Hedge Funds Find Myriad Ways to Profit from M&A Transactions

Activist hedge funds continue to find ways to use public M&A transactions as a tool to generate returns for their investors. As a result, market participants need to consider potential activist strategies in determining how to…more

Hedge Funds, Investors, Market Participants

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USPTO Guidance: Artificial Intelligence Inventions That Solve A Technical Problem Eligible For Patenting

The U.S. Patent and Trademark Office (USPTO) has issued guidance regarding patent eligibility with respect to patenting artificial intelligence (AI) inventions. See an overview of the eligibility test applied by the USPTO. The…more

Artificial Intelligence, Corporate Counsel, Innovative Technology, Inventions, Inventors

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Supreme Court Deals Latest Setback to Government’s Use of ALJs in Consolidated Axon Enterprise v. FTC and SEC v. Cochran Decision

In a setback to the SEC’s and other federal agencies’ use of administrative law judges (“ALJs”) to conduct in-house enforcement proceedings, the U.S. Supreme Court recently issued a unanimous decision in Axon Enterprise, Inc. v…more

Administrative Law Judge (ALJ), Article III, Constitutional Challenges, Corporate Counsel, Federal Jurisdiction

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Quarterly Cartel Catch-Up: Recent Developments in Criminal Antitrust for Busy Corporate Counsel ‒ 2nd Quarter 2023

At this mid-point of 2023, and now several months on from the ABA’s Spring Antitrust conference, there have been several notable developments concerning cartel enforcement, as new leadership settles in at the U.S. Department of…more

Abuse of Dominance, Antitrust Provisions, Bid Rigging, Cartels, Collusion

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Structured Thoughts - Volume 6 , Issue 1 - January 26 , 2015

In This Issue: - FINRA Releases 2015 Regulatory and Exam Priorities Letter: Structured Products Remain an Area of Focus - OCIE Exam Priorities: 2015 - In Re: TVIX Securities Litigation - Second…more

Basel III, Credit Suisse, European Securities and Markets Authority (ESMA), Examination Priorities, Exchange-Traded Products

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AI Executive Order – Patent Issues

President Biden’s Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence was issued on November 1, 2023, and has made waves throughout the AI industry. Morrison Foerster has been…more

Artificial Intelligence, Emerging Technologies, Executive Orders, Inventions, Inventors

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PE Investments In Data-Driven Companies In Southeast Asia

A Data-Driven Market- Southeast Asia is developing its own rich ecosystem of ecommerce marketplaces, fintech service providers, ride-sharing companies and gig-economy platforms similar to, but distinct from, the global…more

Asia, Data Localization Law, Foreign Investment, General Data Protection Regulation (GDPR), Personal Data

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CFPB’s Message to Employment Background Screening Providers: A Rose by Any Other Middle Name is Probably the Wrong Person

On October 29, the CFPB took action against two of the country’s largest employment background screening report providers for violations of the FCRA. This is one of the CFPB’s most significant FCRA actions to date, following a…more

Adverse Action, Audits, Background Checks, Civil Monetary Penalty, Consent Order

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Top 5 SEC Enforcement Developments for October 2022

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important and interesting SEC enforcement developments from the past month, with links to primary…more

Blockchain, Corporate Counsel, Duty to Disclose, Enforcement Actions, Insider Trading

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China’s Supreme People’s Court Issues Long-awaited Guidance On COVID-19 Related Civil Disputes

On April 20, 2020, China’s Supreme People’s Court (“SPC”) published its Guiding Opinion on Several Issues Concerning Proper Trial of Civil Cases Involving COVID-19 Pandemic (I) (“Opinion”). In this long-awaited Opinion, the SPC …more

China, Coronavirus/COVID-19, Employer Liability Issues, Risk Management, Workplace Safety

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China Imposes Further Guidelines on Chinese Outbound Investments

In response to the rapid decline in China’s foreign exchange reserves in 2016, the People’s Bank of China (“PBOC”), along with the National Development and Reform Commission (“NDRC”) and the Ministry of Commerce (“MOFCOM”)…more

Acquisitions, China, Cross-Border Transactions, Foreign Investment, Mergers

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Standards For Inventiveness And Disclosure For Antibody Claims Across Jurisdictions

Standards for patenting antibodies have substantially tightened over the last few years restricting scope of antibody claims—or, in some cases, undermining the validity of granted patents. Most recently, Singapore updated…more

EU, European Patent Office, Genus, Jurisdiction, Life Sciences

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China’s Draft Foreign Investment Law Still under Review, but “Negative List” System Comes into Effect Nationwide October 1

A February 2015 Morrison & Foerster client alert reported on the issuance of a new draft Foreign Investment Law (“FIL”) that, if promulgated, would institute far-reaching changes to the Chinese government’s oversight of foreign…more

China, Controlling Person, Foreign Investment, MOFCOM, Penalties

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Coming Home – Overview of Going Private Transactions of U.S.-Listed Chinese Companies

Since the early 1990s, the U.S. stock exchanges have long been home to many prominent Chinese companies as they tried to attract a wide spectrum of investors and enhance their global profile. Over the past decade, waves of the…more

Break-Up Fee, Buyouts, Capital Markets, China, Going-Private Transactions

See all updates »

Establishing Unexpected Results: PTAB Highlights Pitfalls For Rule 132 Declarations

A recent decision by the Patent Trial and Appeal Board (PTAB) sheds light on certain pitfalls patent applicants may encounter when submitting declarations under 37 C.F.R. § 1.132 (“Rule 132 Declarations”). Rule 132 Declarations…more

Declaration, Obviousness, Patent Examinations, Patent Trial and Appeal Board, Patents

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An Easier Road to a Hong Kong Listing for Biotech Companies

In June 2017, the Hong Kong Stock Exchange (“HKEx”) initiated a holistic review of the Hong Kong listing regime to enhance its overall competitiveness against other major global listing venues, in particular to attract companies…more

Capital Markets, Disclosure Requirements, Hong Kong, Hong Kong Stock Exchange, Investors

See all updates »

Co-Bidder Status in Tender Offers

The recent Allergan litigation in California District Court involved the allegation that Pershing Square Capital Management, LP (together with certain of its affiliates, “Pershing Square”) had violated the prohibition, under…more

Allergan Inc, Disclosure Requirements, Filing Requirements, Securities Exchange Act, Tender Offers

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China’s Foreign Investment Law: Are You Ready For It?

China’s Foreign Investment Law (“FIL”) came into force on January 1, 2020, effecting far-reaching changes to the regulatory framework that has governed foreign investment in China for the last 40 years. In many respects,…more

China, Foreign Investment, National Security

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China’s Compliance Guidelines for Healthcare Companies Signal Areas of Future Enforcement

On October 11, 2024, China’s State Administration for Market Regulation (“SAMR”) issued the Draft Compliance Guidelines for Healthcare Companies to Prevent Commercial Bribery Risks (“Draft Guidelines”). These guidelines largely…more

Bribery, China, Compliance, Enforcement Actions, Health Care Providers

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MoFo APAC Arbitration Update: September 2020

SINGAPORE ANNOUNCES AMENDMENTS TO ITS INTERNATIONAL ARBITRATION ACT On September 1, 2020, Singapore’s Ministry of Law announced that it is tabling the International Arbitration (Amendment) Bill (the “Bill”) to introduce…more

China, Coronavirus/COVID-19, Foreign Arbitral Awards, Hong Kong, India

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SICC Launches Litigation-Mediation-Litigation Protocol in Collaboration with SIMC

In order to promote the amicable resolution of international commercial disputes, the Singapore International Commercial Court (SICC) has released a Litigation-Mediation-Litigation Protocol (the “LML Protocol”), setting out a…more

Dispute Resolution, International Arbitration, International Litigation, International Mediation, Mediation

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Per The California Supreme Court: PAGA Claims May Not Be Stricken On Manageability Grounds

The California Supreme Court has issued its opinion in Estrada v. Royalty Carpet Mills, Inc. (S274340, Jan. 18, 2024), resolving a split of authority regarding whether claims brought under the Private Attorneys General Act…more

CA Supreme Court, Employment Litigation, Private Attorneys General Act (PAGA), Wage and Hour

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Socially Aware: The Social Media Law Update Volume 7, Issue 1

Three Steps To Help Ensure The Enforceability Of Your Website’s Terms Of Use - Operators of social media platforms and other websites typically manage their risks by imposing terms of use or terms of service for the…more

Barnes and Noble, Corporate Counsel, Enforceability, Facebook, Federal Trade Commission (FTC)

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Disclosure And Governance Hot Topics For Public Companies In 2020

Public companies must focus on a number of evolving disclosure and corporate governance considerations as they progress through the annual reporting and proxy season. Morrison & Foerster discusses hot topics in 2020 — from MD&A…more

Corporate Governance, Disclosure Requirements, MD&A Statements, Popular, Publicly-Traded Companies

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Top 10 Considerations When Drafting And Negotiating SRAs, With U.S. And EU Perspectives

Sponsored Research Agreements (SRA) are used by companies to contract a research organization, such as a university, to conduct research and development activities in exchange for fees and the university’s rights to use the…more

EU, Indemnity Agreements, Intellectual Property Protection, Joint Ownership, Life Sciences

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