Author Info for Cooley LLP

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), Pilot Programs, Whistleblower Awards

Erika Brigantti Abraham

DOJ Launches New Incentive Program for Corporate Whistleblowers

The US Department of Justice has officially launched its whistleblower rewards pilot program, which offers financial incentives to individuals who report corporate misconduct to the DOJ and meet certain criteria. Deputy…more

Acquisitions, Corporate Counsel, D&O Insurance, Mergers, Publicly-Traded Companies

Peter Adams

Will A Bump-Up Exclusion Bar Coverage of an M&A Settlement? It Depends.

Public company insurance policyholders beware: In recent years, insurance carriers have increasingly invoked the “bump-up” exclusion, which is a carve out provision typically found in directors and officers (D&O) insurance…more

Iffat Ahmad

UK Reporting for Share Plans With UK Participants Due July 6

The deadline is approaching for the HM Revenue & Customs (HMRC) year-end reporting requirements for companies in the UK, US and elsewhere with share options and other share awards granted to, and share acquisitions by, UK…more

Compensation & Benefits, Employee Benefits, HMRC, UK

Employer Liability Issues, Local Ordinance, Paid Leave, Paid Time Off (PTO), Sick Leave

Karun Ahuja

New Paid Time Off Benefits for Chicago Employees Effective July 1, 2024

Effective July 1, 2024, most Chicago employees are eligible to accrue paid leave and paid sick and safe leave. While an increasing number of state and local jurisdictions require certain employers to provide their employees with…more

Climate Change, Disclosure Requirements, Environmental Social & Governance (ESG), Life Sciences, Reporting Requirements

Roslyn Akel

Life Sciences ESG Reporting Practices

For companies of all industries, ESG matters have become an area of intense focus. In addition to investor and activist pressure, the growth of ESG ratings – and proposed climate and broader ESG disclosure requirements in the…more

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Selin Akkan

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

Cryptocurrency, Digital Assets, Financial Conduct Authority (FCA), Financial Services Industry, FinTech

Shehzad Akram

Recent FCA Speeches Reveal Future Strategy Toward Regulation of Fintech and Digital Assets

Two recent speeches delivered by the UK’s financial services regulator, the Financial Conduct Authority (FCA), shed light on how the FCA wants to be perceived when it comes to the regulation of fintech and digital assets…more

501(c)(3), Charitable Organizations, Coronavirus/COVID-19, IRS

Maureen Alger

Alert: Four Fast Ways to Form a Charity to Address COVID-Related Matters

In the face of the COVID-19 outbreak, groups ranging from small neighborhood projects to large national initiatives are mobilizing quickly to help. Many of those groups have questions about whether they can achieve their goals…more

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

DeAnna Allen

Alert: Supreme Court: Federal Agencies Cannot Seek Review of an Issued Patent Under the AIA

The US Supreme Court’s decision in Return Mail, Inc. v. U.S. Postal Service removes the ability of federal agencies to seek post-issuance review of a US patent under the inter partes, covered business method or post-grant review…more

Garland Allison

California in Spotlight as Massachusetts Avoids Bill Targeting Private Equity in Healthcare

The Massachusetts legislative session for 2024 has come to a close without the passage of a bill that would have targeted private equity in healthcare. Introduced in May 2024, Massachusetts House Bill (HB) 4653 proposed to…more

Acquisitions, Investment, Investors, Private Equity, Private Equity Firms

Board of Directors, Corporate Governance, Institutional Shareholder Services (ISS), Shareholders, Special Purpose Acquisition Companies (SPACs)

Luci Altman

Key Policy Updates, New FAQs and Hint of Pay for Performance Changes to Come

On December 17, 2024, one of the two most influential proxy advisory firms, ISS, released its Proxy Voting Guidelines Benchmark Policy Changes for 2025: US, Canada, and Americas Regional, which provides updates to its voting…more

Initial Public Offering (IPO), Investors, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

David Ambler

Pre-IPO Converts: What Late-Stage Private Companies Should Know

Our late-stage private company clients that are on the path to an IPO in the next 12to 24 months will often ask us for guidance on “pre-IPO converts.” This article explains what a pre-IPO convert is and describes some of the…more

Katherine Ambrose

Five Common Mistakes US Companies Make When Issuing Stock Options to US Service Providers

With special thanks to Jacob Hanna and Blake Martell for their contributions. Issuing option grants to incentivize employees, consultants and advisers is a near universal practice for start-up companies in the US, but there…more

Employee Benefits, ISOs, Stock Options

Simon Amies

Takeover Panel Proposes to Refocus Takeover Code on Companies Registered and Listed in the UK

On 24 April 2024, the UK’s Takeover Panel proposed reforms aimed to narrow the scope of companies to which the Takeover Code applies. The Panel suggests establishing a core principle that only companies that are, or were…more

Capital Markets, Nasdaq, NYSE, UK

Anushi Amin

UK Online Safety Act: Ofcom Publishes First Codes of Practice

The first binding Codes of Practice under the UK’s Online Safety Act 2023 (OSA) have now been published, requiring those in scope to take immediate action to become compliant. In particular, it is now a legal duty to carry out…more

OFCOM, Online Platforms, Online Safety for Children, Risk Assessment, UK

Colleges, Department of Education, Educational Institutions, Students, Universities

Nancy Anderson

ED to Shut Down and Overhaul E-App System

The US Department of Education (ED) announced last week that it will implement updates to its Electronic Application (E-App) system – the website on which institutions apply for and certify their eligibility for federal student…more

Russell Anderson

Takeover Panel Proposes to Refocus Takeover Code on Companies Registered and Listed in the UK

On 24 April 2024, the UK’s Takeover Panel proposed reforms aimed to narrow the scope of companies to which the Takeover Code applies. The Panel suggests establishing a core principle that only companies that are, or were…more

Capital Markets, Nasdaq, NYSE, UK

Ariane Andrade

Year-End Tasks for US Employers Facing Compliance Obligations

In recent years, we have seen numerous notable employment and labor law developments annually, and 2023 was no exception. As the year comes to a close, US employers should take time to prepare for 2024 by reviewing their key…more

Employee Handbooks, Employer Liability Issues, Employment Policies, NLRA, NLRB

Disclosure Requirements, Listing Rules, Nasdaq, Publicly-Traded Companies, Reverse Stock Splits

Anitha Anne

Nasdaq Updates Listing Requirements

Throughout 2024, Nasdaq has been revising the procedures for companies dealing with low stock prices, with a focus on cutting down on what they deem to be cheap, risky stocks trading on their exchange. Here is what you need to…more

Chief Information Security Officer (CISO), Cyber Attacks, Cybersecurity, Popular, Securities and Exchange Commission (SEC)

Josef Ansorge

Federal Court Dismisses Bulk of SEC’s Complaint Against SolarWinds in Cyberattack Case

On July 18, 2024, US District Judge Paul Engelmayer of the Southern District of New York issued a detailed 107-page opinion and order dismissing most of the US Securities and Exchange Commission (SEC) case against SolarWinds and…more

Mazda Antia

Alert: The FCC's Telephone Consumer Protection Act Order

On July 10, 2015, the Federal Communications Commission (FCC or Commission) released an order that purports to respond to numerous different petitions asking the agency for clarification regarding the federal Telephone Consumer…more

Auto-Dialed Calls, Declaratory Rulings, Exemptions, FCC, Mobile Apps

Acquisitions, Board of Directors, Corporate Governance, Mergers, Publicly-Traded Companies

Olya Antle

Apples, Oranges and Lemonade: Pursuing Multiple Strategic Alternatives in the Public Company Boardroom

In all economic cycles, engaged public company boards and management teams do their homework on the wide range of potential strategic opportunities. In the current market environment, however, we have observed that an increasing…more

Acquisitions, Capital Markets, Corporate Taxes, Initial Public Offering (IPO), Mergers

Robert Anton

Alert: SPAC Transactions – Considerations for Target-Company CFOs

Although special-purpose acquisition companies (SPACs) have been used for decades as alternative investment vehicles, they have recently come into vogue as seasoned investors and management teams have turned to SPACs to mitigate…more

Nikita Appaswami

Private Company Tender Offers

As discussed in this Cooley Go article on secondary sale transactions of private company stock, a tender offer is one of the ways in which companies can provide liquidity to their stockholders. This article will dive a bit…more

Shareholders, Stock Prices, Stocks, Tender Offers

Aaron Archer

Alert: UK Government Further Extends the Future Fund Deadline to 31 January 2021

The UK government has announced a further extension for Future Fund applications to 31 January 2021. The Future Fund, aimed at UK startups in response to the impact of COVID-19, was officially launched on 18 May 2020…more

Coronavirus/COVID-19, Future Fund, Startups, UK

Amgen, Enablement Inquiries, Intellectual Property Litigation, Patent Litigation, Patents

Orion Armon

Supreme Court Affirmance in Amgen v. Sanofi Leaves Legal Standard for Patent Enablement Undisturbed

The legal standard for enablement – the statutory requirement under 35 USC § 112 that a patent must enable those skilled in the art to “make and use” the claimed invention – remains unchanged after the US Supreme Court affirmed…more

Employer Liability Issues, Employment Litigation, Labor & Workforce Development Agency (LWDA), Labor Code, Private Attorneys General Act (PAGA)

Kamya Arora

California Enacts Sweeping Changes to PAGA

On July 1, 2024, California Gov. Gavin Newsom signed into law two bills that significantly reform the California Private Attorneys General Act of 2004 (PAGA). California employers will soon benefit from a myriad of reforms that…more

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Priya Arora

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

Employee Benefits, Employee Stock Purchase Plans, Incentive Stock Options, Internal Revenue Code (IRC), IRS

Megan Arthur Schilling

Year-End Reporting for ISO Exercises and ESPP Stock Transfers - January 2025

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Cryptocurrency, Department of Justice (DOJ), Digital Assets, Digital Currency, Money Laundering

Michael Attanasio

US Justice Department Appoints First National Cryptocurrency Enforcement Director

The US Department of Justice has announced the appointment of Eun Young Choi as the first director of the National Cryptocurrency Enforcement Team. Choi has been a DOJ prosecutor for nearly a decade and most recently served as…more

Acquisitions, Financial Conduct Authority (FCA), Initial Public Offering (IPO), Investors, Listing Rules

Neelam Atwal

Alert: UK’s FCA Consults on Proposed Changes to the Listing Rules Relating to SPACs

The Financial Conduct Authority (FCA) has launched a consultation on proposed changes to its Listing Rules for certain special purpose acquisition companies (SPACs). The proposed changes to the rules around SPACs were outlined…more

Banking Sector, Breach Notification Rule, Cyber Attacks, Cybersecurity, Data Breach

Amber Ausley

36-Hour Breach Notification Rule to Go into Effect for Banking Organizations

On November 18, 2021, three US agencies – the Office of the Comptroller of the Currency (OCC), the Federal Reserve Board (FRB) and the Federal Deposit Insurance Corporation (FDIC) – issued a joint rule concerning…more

Corporate Counsel, Corporate Governance, Disclosure Requirements, Publicly-Traded Companies, Reporting Requirements

Jon Avina

SEC Reporting Implications for Publicly Traded Companies Impacted by CrowdStrike Defective Software Update

There are a number of US Securities and Exchange Commission (SEC) reporting implications arising from the server-related outages caused by CrowdStrike’s defective software update on July 19, 2024, and their impacts on public…more

Employee Rights, Employer Liability Issues, Hiring & Firing, International Labor Laws, UK

Kafeel Azher

New UK Employment Rights Bill Marks Landmark Shift in Worker Protections

On 10 October 2024, the UK Labour government unveiled a landmark Employment Rights Bill aimed at revolutionising worker protections and rights. According to the government, the bill is designed to boost pay and productivity via…more

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

Cynthia Bai

Alert: President Signs CARES Act

The President has signed a $2 trillion relief package, the "Coronavirus Aid, Relief, and Economic Security Act" (CARES Act). The CARES Act is intended to provide "emergency assistance and health care response for individuals,…more

Beneficial Owner, Corporate Transparency Act, FinCEN, Popular, Preliminary Injunctions

Jasmine Banks

Corporate Transparency Act Reporting Requirements Halted Again – For Now

On December 26, 2024, the US Court of Appeals for the Fifth Circuit issued an order in Texas Top Cop Shop, Inc. et al. v. Garland et al., that effectively pauses beneficial ownership information (BOI) reporting requirements…more

Antitrust Provisions, Banks, Department of Justice (DOJ), Mergers

Dee Bansal

DOJ’s Top Antitrust Official Turns Spotlight on Broadened Scope of Bank Merger Enforcement

In the wake of major bank failures in the US, the Department of Justice (DOJ) has signaled that it plans to step up antitrust enforcement of bank mergers. In June 2023, the DOJ’s Assistant Attorney General for Antitrust Jonathan…more

Victoria Barlow

UK Introduces Export Controls for Emerging Technologies

On 12 March 2024, the UK Export Control Joint Unit (ECJU) announced that UK export control regulations would be amended to introduce new controls on the export of emerging technologies and provide a number of technical updates…more

Corporate Counsel, ECJU, Export Controls, Exports, UK

California, Department of Financial Protection and Innovation (DFPI), Diversity, Reporting Requirements, Venture Capital

Jennifer Barnette

California’s Broad Venture Capital Diversity Reporting Law Amended to Now Take Effect in 2026

As we previously reported, in October 2023, California enacted SB 54, a law requiring venture capital (VC) firms with a nexus to California to report data regarding the diversity of the founding members of the portfolio…more

Frederick Baron

Year-End Tasks for US Employers Facing Compliance Obligations

In recent years, we have seen numerous notable employment and labor law developments annually, and 2023 was no exception. As the year comes to a close, US employers should take time to prepare for 2024 by reviewing their key…more

Employee Handbooks, Employer Liability Issues, Employment Policies, NLRA, NLRB

Banking Sector, Banks, Deposit Accounts, Deposit Insurance, Depository Institutions

Matthew Bartus

Recent Developments: Silicon Valley Bank and Signature Bank

After depositors rushed to withdraw funds from Silicon Valley Bank (SVB), on Friday, March 10, 2023, the US bank was closed by the California Department of Financial Protection and Innovation (DFPI), and the Federal Deposit…more

Artificial Intelligence, Biden Administration, Executive Orders, FCC, Federal Election Commission (FEC)

Michael Basile

US Regulatory Agencies Launching Reviews of AI

The extent to which the federal government will regulate artificial intelligence (AI) is a hot topic in Washington, DC. In September 2023, the US Senate held a closed-door forum, followed by another forum in October, with AI…more

Corporate Misconduct, Department of Justice (DOJ), Self-Disclosure Requirements, Voluntary Disclosure, Whistleblowers

Shamis Beckley

DOJ to Launch New Whistleblower Rewards Program

On March 7, 2024, US Deputy Attorney General Lisa Monaco announced a new program that will financially reward whistleblowers who notify the Department of Justice (DOJ) of “significant” corporate misconduct. This announcement…more

Diversity, Diversity and Inclusion Standards (D&I), Environmental Social & Governance (ESG), Investors, Private Equity

Kevin Beckoff

Private Equity Forward Forum Takeaways – The Latest Developments in Fund Formation

At the 2024 Private Equity Forward Forum, Cooley partners Jaclyn Rabin and Dave Selden moderated a panel discussion that examined the current private equity fundraising and fund formation landscape, including how the current…more

Acquisitions, Board of Directors, Contract Terms, Corporate Counsel, Merger Agreements

Ben Beerle

Delaware Double Whammy Casts Doubt on M&A Practices

Delaware courts recently issued important decisions that impact M&A dealmakers and lawyers. In this post, we dive into two cases that serve as a reminder that Delaware grounds review of corporate actions in statutory…more

Contract Formation, Counterparties, Export Controls, Intellectual Property Protection, Tax Liability

Keith Berets

Considerations for US Companies Contracting Abroad

There are many reasons why your company might consider entering into contracts with counterparties in a country where you do not currently have a presence. Perhaps you are expanding into a new geographical market, have…more

Board of Directors, Corporate Governance, Institutional Shareholder Services (ISS), Shareholders, Special Purpose Acquisition Companies (SPACs)

Michael Bergmann

Key Policy Updates, New FAQs and Hint of Pay for Performance Changes to Come

On December 17, 2024, one of the two most influential proxy advisory firms, ISS, released its Proxy Voting Guidelines Benchmark Policy Changes for 2025: US, Canada, and Americas Regional, which provides updates to its voting…more

Board of Directors, Cyber Threats, Cybersecurity, Data Security, Federal Trade Commission (FTC)

Nick Berk

Alert: FTC Expects Board-Level Cybersecurity Oversight

Federal Trade Commission (FTC) staff published a blog post that highlights increased cybersecurity threats and emphasizes the key role corporate boards play in a successful cybersecurity program: “Corporate boards: don’t…more

Exempt Reporting Advisers (ERAs), Pay-To-Play, Political Contributions, Registered Investment Advisors, Securities and Exchange Commission (SEC)

Bella Berkley

Remember Pay-to-Play Rule Before Making US Election Campaign Contributions

On August 6, 2024, US Vice President Kamala Harris announced Minnesota Gov. Tim Walz as her running mate for the 2024 presidential election. This selection triggers the political contributions rule under the Investment Advisers…more

CFIUS, Cross-Border Transactions, Foreign Direct Investment, Foreign Investment, Interest Rates

Michal Berkner

Cooley’s 2023 Cross-Border M&A Year in Review: Navigating Choppy Waters into a More Buoyant 2024

Cross-border M&A activity in 2023 was impacted by heightened geopolitical conflicts, high inflation and interest rates, and increased regulatory pressures as the global economy remained clouded by looming recession fears. Deal…more

Criminal Investigations, IRS, Marinello v. United States, Obstruction of Justice, Tax Evasion

Michael Berkovits

Alert: Supreme Court Limits Criminal Tax Obstruction Statute

On March 21, 2018, the Supreme Court sharply curtailed the scope of conduct subject to prosecution under the criminal obstruction provision of the Internal Revenue Code. Specifically, in Marinello v. United States, the court…more

Employer Liability Issues, Job Applicants, Pay Transparency, State Labor Laws, Wage and Hour

Daniel Bernard

Garden State Employers Have New Pay Transparency Obligations Effective June 1, 2025

New Jersey has become the latest state to enact a new pay transparency law for employers, following Gov. Phil Murphy’s signature enacting SB 2310. As detailed below, the bill requires pay range disclosures in job postings for…more

B2B Transactions, B2C, Cancellation Rights, Disclosure Requirements, Federal Trade Commission (FTC)

Max Bernstein

FTC Finalizes Negative Option Rule Governing Subscriptions and Trial Offers

The Federal Trade Commission (FTC) has released its long-anticipated Negative Option Rule. The rule defines a negative option feature as “a provision of a contract under which the consumer’s silence or failure to take…more

Jeffrey Beuche

Representation and Warranty Insurance for M&A Deals: Cooling Market and Emerging Trends

While representation and warranty (R&W) insurance continues to be used across a broad range of M&A transactions, its use has cooled as dealmakers navigate challenging market conditions. Even for deals that are getting done, a…more

Acquisitions, Insurance Industry, Mergers, Policy Exclusions, Policy Terms

Employee Rights, Employer Liability Issues, Hiring & Firing, International Labor Laws, UK

Ann Bevitt

New UK Employment Rights Bill Marks Landmark Shift in Worker Protections

On 10 October 2024, the UK Labour government unveiled a landmark Employment Rights Bill aimed at revolutionising worker protections and rights. According to the government, the bill is designed to boost pay and productivity via…more

Climate Change, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG), Federal Trade Commission (FTC)

Emma Bichet

Climate and Sustainability Regulations: 2024 End-of-Year Review

2024 was an active year for environmental, social and governance (ESG) regulations, voluntary reporting standards, and stakeholder policies. While the incoming Trump administration is expected to halt federal sustainability…more

Amgen v Sanofi, Intellectual Property Protection, Patent Litigation, Patents, Pharmaceutical Patents

Geoffrey Biegler

Are Broader Antibody Patents Possible in US Through Means-Plus-Function Claiming?

Numerous court decisions over the past decade – such as Amgen Inc. v. Sanofi from the US Supreme Court and Juno Therapeutics, Inc. et al. v. Kite Pharma, Inc. from the US Court of Appeals for the Federal Circuit – have called…more

Class Action, Derivative Suit, Derivatives, Shareholder Litigation, Shareholders

Anne Bigler

Recent Trends in Parallel Derivative Action Settlement Outcomes

A new report by Cornerstone Research, a top consulting and expert testimony firm, highlights recent trends in settlements of derivative lawsuits brought in parallel to securities class actions…more

Federal Trade Commission (FTC), Hart-Scott-Rodino Act, Mergers, Pre-Merger Filing Requirements, Premerger Notifications

Aaron Binstock

New HSR Premerger Notification Requirements: Implications for Private Equity Clients

The Federal Trade Commission (FTC) and the Department of Justice (DOJ) recently announced significant changes to the Hart-Scott-Rodino (HSR) premerger notification rules – including changes to the HSR form and associated…more

Distributors, Manufacturers, Product Defects, Product Recalls

Tracey Bischofberger

International Product Recall – The Basics You Need To Know

Increasing globalization of product markets brings tremendous opportunities for product manufacturers. New technologies enable companies to reach consumers in markets all around the world, and rapid geographical expansion is…more

Luke Blackett

Cooley’s 2021 Life Sciences M&A Year in Review

General trends in life sciences M&A Although the COVID-19 pandemic that defined 2020 continued to shape much of the life sciences industry in 2021, the way that it did was markedly different. While 2020’s M&A landscape was…more

Acquisitions, Life Sciences, Mergers, Pharmaceutical Industry, Private Equity

Class Action, Derivative Suit, Securities and Exchange Commission (SEC), Securities Litigation, Settlement

Ryan Blair

Securities Class Action Settlement Trends: Number of Settlements Down, But Dollar Amounts Up, According to Cornerstone Research

Cornerstone Research, a top consulting and expert testimony firm, recently issued its annual report analyzing securities class action settlements. Cornerstone reported that, in 2023, the number of settlements in securities class…more

Artificial Intelligence, Authorship, Copyright, Intellectual Property Protection, The Copyright Act

Kayla Blaker

District Court Confirms ‘Human Authorship’ Requirement, Sets Copyright Boundary for AI-Generated Works

On August 18, 2023, Judge Beryl A. Howell of the US District Court for the District of Columbia issued a first-of-its-kind federal court decision in Thaler v. Perlmutter, et al., agreeing with the US Copyright Office that works…more

Antitrust Provisions, Competition, Corporate Counsel, Enforcement Actions, Federal Trade Commission (FTC)

Claire Blakey

Bedoya Confirmation Puts Democrats Back in Control of Privacy, Antitrust Enforcement at FTC

On May 16, 2022, eight months after President Joe Biden announced his intention to nominate Alvaro Bedoya to serve as a commissioner of the Federal Trade Commission, Bedoya was sworn in. The FTC includes five commissioners –…more

Eric Blanchard

Form SHL Due August 30: Foreign Investors’ Holdings of US Securities

As part of a mandatory survey conducted by the Department of the Treasury, US-resident entities, including venture capital and private equity funds, may be required to report information regarding their non-US resident investors…more

Foreign Investment, Investors, Private Equity, U.S. Treasury, Venture Capital

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

Julia Boesch

US Supreme Court: Pure Omissions Not Actionable Under Rule 10b-5(b)

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule…more

Disclosure Requirements, Foreign Private Issuers, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

David Boles

Update: Proposed Repeal of Section 16 Exemption for FPIs Dropped

Earlier this year, we wrote about a proposal buried within the Senate version of the National Defense Authorization Act for Fiscal Year 2024 that would effectively make insiders of foreign private issuers (FPIs) subject to both…more

Acquisitions, Life Sciences, Medical Devices, Merger Agreements, Pharmaceutical Industry

Barbara Borden

Learning Old Lessons From Recent Life Sciences Earnout Disputes: Above All Else, Words Matter

There’s an old saying – “Sticks and stones may break my bones, but words will never hurt me.” While this mantra may help bruised egos on the playground, it’s of no use in M&A disputes. Three recent Delaware Court of Chancery…more

Artificial Intelligence, Food and Drug Administration (FDA), Life Sciences, Machine Learning, Medical Devices

Alexis Finkelberg Bortniker

Artificial Intelligence/Machine Learning Medical Device Regulatory Handbook

Even before the Biden administration issued a landmark executive order on October 30, 2023, establishing new standards for artificial intelligence (AI) safety and security, the US Food and Drug Administration (FDA) had been…more

John Bostic

A Sword and A Shield: How SCOTUS Expert Testimony Rulings May Benefit Corporate Defendants

The US Supreme Court decided several criminal procedure cases during the 2023 – 2024 term – including Diaz v. United States, 144 S. Ct. 1727 (2024) and Smith v. Arizona, 144 S. Ct. 1785 (2024) – which have relevance and…more

Admissibility, Criminal Prosecution, Evidence, Expert Testimony, Expert Witness

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

Jodie Bourdet

US Supreme Court: Pure Omissions Not Actionable Under Rule 10b-5(b)

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule…more

Rachel Boyce

Alert: Rent Relief Requests and Special Considerations for Coworking Space Agreements

The COVID-19 pandemic and the resulting shelter-in-place orders have resulted in an influx of inquiries from tenants seeking relief from payment obligations under their leases. Various governmental orders have provided some…more

Coronavirus/COVID-19, Eviction, Landlords, Rental Property, Tenants

401k, Contribution Limits, Cost-of-Living Adjustment (COLA), Employee Benefits, Internal Revenue Code (IRC)

Stacey Bradford

IRS Announces Adjusted Plan Limits for 2023

The Internal Revenue Service has announced cost-of-living-adjusted limits for 2023 that affect the operation of tax-qualified retirement plans, including 401(k) plans and certain other types of employee benefit plans, such as…more

Digital Health, Investors, Life Sciences

Ilana Brand

Riding the Waves Through Choppy Waters: Scaling Your Company in Today’s Market

Healthtech executives and investors gathered at Cooley’s 13th Annual Healthtech Conference in early May to discuss market trends and dealmaking, as well as celebrate CEO success stories. In an opening panel addressing top of…more

Caitlin Breitenbruck

Blog: Cooley’s 2020 Life Sciences M&A Year in Review

General Trends in Life Sciences M&A - If 2019 was the year of life sciences mega-deals, 2020 was the year of COVID-19, as the global pandemic permeated every aspect of the dealmaking landscape, with the life sciences sector…more

Acquisitions, Biopharmaceutical, Coronavirus/COVID-19, Life Sciences, Mergers

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Wendy Brenner

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

Coronavirus/COVID-19, Diversity and Inclusion Standards (D&I), Investors, Loan Agreements, UK

David Bresnick

Alert: Launch of the Future Fund

The UK government's Future Fund scheme, aimed at UK startups in response to the impact of COVID-19, officially launched on 18 May 2020. The UK government, partnering with the British Business Bank, will deliver an initial…more

Rule 10b-5, Securities and Exchange Commission (SEC), Securities Exchange Act, Securities Fraud

Tijana Brien

10th Circuit Rejects Scheme Liability Claim, Finds Presumption of Reliance Rebutted on the Pleadings – A Significant Cooley Win

On October 15, 2024, the US Court of Appeals for the Tenth Circuit affirmed the district court’s dismissal of all claims in In re Overstock Securities Litigation. In doing so, the Tenth Circuit decided an issue of first…more

Federal Trade Commission (FTC), Hart-Scott-Rodino Act, Mergers, Pre-Merger Filing Requirements, Premerger Notifications

Julia Brinton

New HSR Premerger Notification Requirements: Implications for Private Equity Clients

The Federal Trade Commission (FTC) and the Department of Justice (DOJ) recently announced significant changes to the Hart-Scott-Rodino (HSR) premerger notification rules – including changes to the HSR form and associated…more

EBITDA, Federal Reserve, Main Street Lending Programs, Main Street New Loan Facility

Andrea Bromfeld

Alert: Boston Fed Releases FAQs, Operational Documents for Main Street Lending Program

Borrowers and lenders have eagerly anticipated additional details and guidance on the Federal Reserve's rollout of the $600 billion Main Street Lending Program, as there has been scant information regarding the specific timing…more

Disclosure Requirements, Form S-8, Proposed Amendments, Rule 701, Securities Act of 1933

Nicole Brookshire

Alert: SEC Proposes Changes to Rule 701 and Form S-8

On November 24, 2020, the U.S. Securities and Exchange Commission (SEC) proposed changes to Rule 701 and Form S-8 under the Securities Act of 1933. While most of the initial attention has focused on the revisions that would…more

Federal Trade Commission (FTC), Hart-Scott-Rodino Act, Mergers, Pre-Merger Filing Requirements, Premerger Notifications

Megan Browdie

New HSR Premerger Notification Requirements: Implications for Private Equity Clients

The Federal Trade Commission (FTC) and the Department of Justice (DOJ) recently announced significant changes to the Hart-Scott-Rodino (HSR) premerger notification rules – including changes to the HSR form and associated…more

Initial Public Offering (IPO), Investment, Investment Funds, Investors, Venture Capital

Harley Brown

Q3 2023 Quarterly VC Update: Genevieve Kinney on the State of Venture Capital Investing

In conjunction with our Q3 2023 Venture Financing Report, I sat down with Genevieve Kinney of General Catalyst to get her take on the state of venture capital investing…more

Matthew Brown

Inundated With Requests Under New Jersey’s Daniel’s Law?

A flood of class action lawsuits have been filed against companies alleging violations of New Jersey’s Daniel’s Law. The statute – enacted after the son of a New Jersey federal judge was fatally shot by a disgruntled lawyer – is…more

Covered Person, Cybersecurity, Damages, Data Privacy, Data Protection

Cryptocurrency, Digital Assets, Popular, Securities Act of 1933, Securities and Exchange Commission (SEC)

Alfred Browne

SDNY Rules Ripple’s XRP Token Was – and Was Not – a Security

On July 13, 2023, US District Judge Analisa Torres of the US District Court for the Southern District of New York ruled that Ripple Labs’ token, XRP, was a security when sold to institutional investors and not a security when…more

Acquisitions, Corporate Counsel, D&O Insurance, Mergers, Publicly-Traded Companies

Jacquelyn Burke

Will A Bump-Up Exclusion Bar Coverage of an M&A Settlement? It Depends.

Public company insurance policyholders beware: In recent years, insurance carriers have increasingly invoked the “bump-up” exclusion, which is a carve out provision typically found in directors and officers (D&O) insurance…more

Acquisitions, Foreign Direct Investment, Foreign Investment, National Security

Jarrett Burks

Beyond Borders: A Guide for Navigating the European Regulatory Landscape

The heightened scrutiny M&A deals are encountering from various regulatory agencies in the US represents only part of the global regulatory regimes that cross-border dealmakers must navigate. European regulators have enacted –…more

Antitrust Provisions, Competition, Corporate Counsel, Department of Justice (DOJ), Federal Trade Commission (FTC)

David Burns

DOJ Hits Venue Services Group With $3.5 Million HSR Gun-Jumping Penalty

The US Department of Justice (DOJ) filed a complaint and proposed consent decree alleging that Legends Hospitality Parent Holdings prematurely acquired beneficial ownership – often referred to as “gun jumping” – in connection…more

Artificial Intelligence, Auto-Dialed Calls, FCC, Proposed Regulation, Robocalling

Christy Burrow

FCC Proposes New Regulations for AI-Generated Robocalls

The Federal Communications Commission (FCC) has released a new notice of proposed rulemaking that would impose new requirements for autodialed marketing calls and texts that use artificial intelligence (AI) to generate content…more

Disclosure Requirements, Listing Rules, Nasdaq, Publicly-Traded Companies, Reverse Stock Splits

Peter Byrne

Nasdaq Updates Listing Requirements

Throughout 2024, Nasdaq has been revising the procedures for companies dealing with low stock prices, with a focus on cutting down on what they deem to be cheap, risky stocks trading on their exchange. Here is what you need to…more

Corporate Counsel, Enforcement Actions, Securities and Exchange Commission (SEC), Whistleblower Protection Policies, Whistleblowers

Luke Cadigan

SEC Announces FY2024 Enforcement Results, Including Record-breaking Financial Remedies

The Securities and Exchange Commission (SEC) recently announced its enforcement results for fiscal year 2024, during which the SEC obtained the highest amount of financial remedies in history—$8.2 billion, representing a 66%…more

Capital Markets, HKEx, Hong Kong, Hong Kong Stock Exchange, Special Purpose Acquisition Companies (SPACs)

Will Cai

HKEx Relaxes Listing Rules for Specialist Technology Companies and DeSPAC Transactions

On August 23, 2024, the Securities and Futures Commission of Hong Kong and the Stock Exchange of Hong Kong Limited (HKEx) jointly announced temporary modifications to HKEx’s Listing Rules and guidance materials with respect…more

Acquired Distinctiveness, Appeals, Booking.com, Domain Name Registration, Domain Names

Crystal Caldera

Alert: US Supreme Court Affirms “Generic.com” Trademarks Eligible for Protection

On June 30, 2020, the United States Supreme Court decided United States Patent and Trademark Office et al. v. Booking.com B. V., handing down an important decision for those who have invested in a dot-com brand. The issue in…more

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Leslie Cancel

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

Matthew Caplan

Alert: California Legislature Amends Required CCP 1542 Language

California Code of Civil Procedure Section 1542 precludes the waiver of unknown claims unless the protections of the section are expressly relinquished. In order to effectively waive the protections of California Code of Civil…more

Amended Legislation, Civil Code, Creditors, Debtors, Release Agreements

Department of Justice (DOJ), Retaliation, Securities and Exchange Commission (SEC), Whistleblower Awards, Whistleblowers

Russell Capone

Whistleblower Complaints and Rewards Explode Worldwide

What you need to know Since the onset of the COVID-19 pandemic, the number of whistleblower complaints received by regulators has exploded on both sides of the Atlantic. On November 15, 2021, the US Securities and Exchange…more

Artificial Intelligence, Department of Education, Educational Institutions, OCR, Students

Katherine Lee Carey

ED Releases New Guidance on Discrimination in AI Tools

What is it and to whom does it apply? - On November 20, 2024, the US Department of Education (ED) Office of Civil Rights (OCR) released a new resource on Avoiding the Discriminatory Use of Artificial Intelligence…more

Antitrust Investigations, Competition, Enforcement Actions, Merger Controls, Mergers

Anna Caro

UK Competition and Markets Authority Receives Enhanced Merger Control and Enforcement Powers

The Digital Markets, Competition and Consumers Act (DMCC), which became law on 24 May 2024, represents a major shift in UK digital, competition and consumer protection regulation…more

FDA Approval, Food and Drug Administration (FDA), Life Sciences, Pharmaceutical Industry, Premarket Approval Applications

Elizabeth Caruso

Certain Stem Cell Products Require FDA Premarket Approval

On September 27, 2024, in USA v. California Stem Cell Treatment Center, Inc., the US Court of Appeals for the Ninth Circuit issued a decision agreeing with the US Food and Drug Administration (FDA) that the defendants’ stem cell…more

Anti-Kickback Statute, False Claims Act (FCA), Fraud and Abuse, Health Care Providers, Healthcare Fraud

Gina Cavalier

Are Courts Reining in Causation and Remuneration in False Claims Act and Anti-Kickback Cases?

In US ex rel. Martin v. Hathaway, the US Court of Appeals for the Sixth Circuit joined the US Court of Appeals for the Eighth Circuit in requiring False Claims Act (FCA) plaintiffs to establish a direct causal relationship…more

Acquisitions, Capital Markets, Corporate Taxes, Initial Public Offering (IPO), Mergers

Yelena Cavanaugh

Alert: SPAC Transactions – Considerations for Target-Company CFOs

Although special-purpose acquisition companies (SPACs) have been used for decades as alternative investment vehicles, they have recently come into vogue as seasoned investors and management teams have turned to SPACs to mitigate…more

Intellectual Property Protection, Patent Act, Patent Litigation, Patent Validity, Patents

Brittany Cazakoff

Two Recent Federal Circuit Opinions Illustrate Risk of Product Demonstrations for Patent Validity

Section 102 of the Patent Act holds that an invention may not be patented if it was in public use before the effective filing date of the patented invention. The public use bar to patenting is triggered if the invention is both…more

Corporate Taxes, Research and Development, Small and Medium-Sized Enterprises (SMEs), UK

Simrita Chadha

Support Announced for R&D-Intensive SMEs in UK’s Spring Budget 2023, Other Changes to R&D Tax Relief Regime

In recognition of the need to support the UK’s most innovative businesses, an additional tax relief for research and development-intensive small- and medium-sized enterprises (SMEs) was recently announced in the Spring Budget…more

Employee Rights, Employer Liability Issues, Hiring & Firing, International Labor Laws, UK

Bethan Chalmers

New UK Employment Rights Bill Marks Landmark Shift in Worker Protections

On 10 October 2024, the UK Labour government unveiled a landmark Employment Rights Bill aimed at revolutionising worker protections and rights. According to the government, the bill is designed to boost pay and productivity via…more

Eldon Chan

Blog: Convertible Notes in Southeast Asia and India – What Founders Should Know

Often viewed as a quick interim source of funding until the next round of equity financing, convertible notes have become ubiquitous in Southeast Asia and India for many early-stage and even late-stage companies looking to raise…more

Convertible Debt, Convertible Notes, Investors, Loans

Employee Benefits, Employee Stock Purchase Plans, Incentive Stock Options, Internal Revenue Code (IRC), IRS

Janice Chan

Year-End Reporting for ISO Exercises and ESPP Stock Transfers - January 2025

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Acquisitions, Capital Markets, Corporate Taxes, Initial Public Offering (IPO), Mergers

Grady Chang

Alert: SPAC Transactions – Considerations for Target-Company CFOs

Although special-purpose acquisition companies (SPACs) have been used for decades as alternative investment vehicles, they have recently come into vogue as seasoned investors and management teams have turned to SPACs to mitigate…more

Digital Goods, Digital Marketplace, Disclosure Requirements, E-Commerce, Internet Retailers

Adam Chase

New California Law Requires Disclosures for Selling Online Digital Goods

A new California law, AB 2426, will require any company offering to California consumers online-only digital goods – including a broad category of online media and content, such as games, video, audio, digital books and other…more

Corporate Counsel, Corporate Governance, Disclosure Requirements, Publicly-Traded Companies, Reporting Requirements

Jaime Chase

SEC Reporting Implications for Publicly Traded Companies Impacted by CrowdStrike Defective Software Update

There are a number of US Securities and Exchange Commission (SEC) reporting implications arising from the server-related outages caused by CrowdStrike’s defective software update on July 19, 2024, and their impacts on public…more

Umer Chaudhry

SBA May Eliminate Self-Certification of SDVOSB Status for Federal Contracting

On June 6, 2024, the US Small Business Administration (SBA) published a direct final rule that would eliminate self-certification of service-disabled veteran-owned small businesses (SDVOSB) status for purposes of agency…more

Intellectual Property Protection, Obviousness-Type Double Patenting (ODP), Patent Term Adjustment, Patent Term Extensions, Patent Trial and Appeal Board

Chen Chen

Federal Circuit’s In re Cellect Decision Deals Blow to Patent Term Adjustment

The US Court of Appeals for the Federal Circuit’s recent decision in In re Cellect confirmed that, when considering whether a reference patent invalidates for obviousness-type double patenting (ODP) a patent having a term that…more

Disclosure Requirements, HKEx, Hong Kong, Hong Kong Securities and Futures Commission (HKSFC), Hong Kong Stock Exchange

Marcus Chen

SFC and HKEX Release Joint Statement on Enhanced Time Frame for New Listing Application Process

Key points/Q&A Over the years, the Securities and Futures Commission (SFC) and the Stock Exchange of Hong Kong Limited (HKEX) have made continuous efforts to enhance the application process for new listing applications,…more

Estoppel, Inter Partes Review (IPR) Proceeding, Patent Litigation, Patents

Reuben Chen

Alert: N.D. Cal. Expands Scope of IPR Estoppel Post-SAS Institute, Provides Rare Guidance for IPRx Estoppel

Inter partes review (IPR) estoppel - Before the Supreme Court's decision in SAS Institute v. Iancu (2018), the Northern District of California was part of a minority of district courts that did not apply 35 U.S.C. § 315(e)(2)…more

Tamara Chin Loy

US Department of Justice Sues Live Nation and Ticketmaster

In summer 2023, fans of Taylor Swift made international headlines when they took to social media to express their outrage at the ticket-buying experience for “The Eras Tour.” Fans of many artists have expressed their strong…more

Event Tickets, Excessive Fees, Fees, Popular, Ticket Pricing

Controlling Stockholders, Financial Conduct Authority (FCA), Financial Services Industry, Initial Public Offering (IPO), Shareholders' Agreements

Mandy Ching

FCA Publishes Final UK Listing Rules

The UK Financial Conduct Authority (FCA) published a policy statement (PS24/6) on 11 July 2024 setting out the final policy position and UK listing rules (final rules) for a new, simplified and more competitive UK listing…more

Copyright, Intellectual Property Protection, Office of Foreign Assets Control (OFAC), Patent Applications, Russia

Susan Piascik Christoff

Update on Protecting Intellectual Property in Russia

As noted in our client alert on April 20, 2022, Cooley continues to monitor the ever-changing situation in Russia and Ukraine following Russia’s invasion of Ukraine in February 2022. Provided below is an update regarding recent…more

Artificial Intelligence, California, Innovative Technology, Machine Learning, Popular

Chris Chynoweth

California’s New AI Laws Focus on Training Data, Content Transparency

Artificial intelligence (AI) was a central focus of California lawmakers in September 2024. Home to many of the world’s leading AI companies, the state passed a number of new AI bills at the end of the 2024 legislative session…more

Disclosure Requirements, GAAP, Regulation S-K, Securities and Exchange Commission (SEC), Smaller Reporting Companies

Benjamin Clark

SEC Adopts Long-Considered Pay-Versus-Performance Disclosure Rule

Background On August 25, 2022, the Securities and Exchange Commission (SEC) adopted pay-versus-performance rules (codified in Item 402(v) of Regulation S-K), 12 years after the Dodd-Frank Wall Street Reform and Consumer…more

Gregory Clark

Blog: Quarterly VC Update: Aydin Senkut on the State of Venture Capital Investing

In conjunction with our Q2 Venture Financing Report, I sat down with Felicis Ventures’ founder and managing director Aydin Senkut to get his take on the current state of venture capital investing. A few highlights from…more

Acquisitions, Initial Public Offering (IPO), Investors, Mergers, Popular

Business Interruption, Coronavirus Business Interruption Loan Scheme (CBILS), Coronavirus/COVID-19, Relief Measures, UK

John Clark

Alert: Overview of UK Measures Aimed at Reducing the Financial Impact on Businesses

The UK government has announced a number of measures aimed at reducing the financial impact of the COVID-19 outbreak on UK business. A summary of the support available and the ways in which it can be accessed is set out below…more

Disclosure Requirements, Investment Adviser, Investment Advisers Act of 1940, Investors, Private Funds

John Clendenin

FAQs on SEC’s Private Fund Adviser Rules After Fifth Circuit Decision

As most fund managers have likely heard by now, on June 5, 2024, the US Court of Appeals for the Fifth Circuit vacated the private fund adviser rules that the Securities and Exchange Commission (SEC) adopted in summer 2023,…more

Consumer Financial Protection Bureau (CFPB), Debt Collection, Debt Collectors, Fair Credit Reporting Act (FCRA), FDCPA

Michael Coburn

CFPB Issues Bulletin to Restrain Collection and Credit Reporting of Prohibited Medical Debt

The Consumer Financial Protection Bureau (CFPB) has released a compliance bulletin and policy guidance reminding debt collectors that attempting to collect on or furnishing information to consumer reporting agencies regarding…more

Board of Directors, Corporate Governance, Cybersecurity, Proposed Legislation, Publicly-Traded Companies

Tom Coll

Alert: New Bill Targets Cybersecurity Expertise on Boards of Directors

On December 17, 2015, Senators Jack Reed (D-RI) and Susan Collins (R-Maine) introduced, S2410, the Cybersecurity Disclosure Act of 2015, which would require public companies to disclose what cybersecurity expertise their Board…more

Gain Exclusion, Income Taxes, Qualified Small Business Stock, Small Business

Derek Colla

Maximizing QSBS for Entrepreneurs

Most entrepreneurs creating high-growth startups in the US form their companies without giving much thought to maximizing their potential tax benefits at the time of sale. The conventional wisdom is to form a Delaware C…more

Artificial Intelligence, Competition, Cooperation, Corporate Counsel, Technology Sector

Amy Collins

UK Government Sets Out Approach to AI Regulation

On Tuesday, 6 February 2024, the UK government released its consultation response to its March 2023 white paper titled ‘A pro-innovation approach to AI regulation’. The response provides further details on the UK government’s…more

Federal Trade Commission (FTC), Hart-Scott-Rodino Act, Mergers, Pre-Merger Filing Requirements, Premerger Notifications

Sharon Connaughton

New HSR Premerger Notification Requirements: Implications for Private Equity Clients

The Federal Trade Commission (FTC) and the Department of Justice (DOJ) recently announced significant changes to the Hart-Scott-Rodino (HSR) premerger notification rules – including changes to the HSR form and associated…more

Data Privacy, Data Protection, Online Safety for Children, State Legislatures

Adam Connolly

California Legislature Passes Children’s Privacy Bills

California’s legislature adjourned for the year on August 31, 2022, after passing two notable children’s privacy bills: the California Age-Appropriate Design Code Act and the Student Test Taker Privacy Protection Act, both of…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Non-Compete Agreements, Restrictive Covenants

Helenanne Connolly

Texas Court Blocks FTC’s Noncompete Ban

On August 20, 2024, the US District Court for the Northern District of Texas in Ryan LLC v. Federal Trade Commission issued an order blocking the Federal Trade Commission (FTC) rule banning all post-employment noncompete…more

Contract Formation, Counterparties, Export Controls, Intellectual Property Protection, Tax Liability

Thomas Connors

Considerations for US Companies Contracting Abroad

There are many reasons why your company might consider entering into contracts with counterparties in a country where you do not currently have a presence. Perhaps you are expanding into a new geographical market, have…more

Acquisitions, Board of Directors, Contract Terms, Corporate Counsel, Merger Agreements

Tim Cook

Delaware Double Whammy Casts Doubt on M&A Practices

Delaware courts recently issued important decisions that impact M&A dealmakers and lawyers. In this post, we dive into two cases that serve as a reminder that Delaware grounds review of corporate actions in statutory…more

Acquisitions, Artificial Intelligence, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

Kevin Cooper

Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51%…more

Excise Tax, Inflation Reduction Act (IRA), Shareholders, Special Purpose Acquisition Companies (SPACs), Stock Repurchases

William Corcoran

Did the Inflation Reduction Act Create a SPAC Tax?

On August 16, 2022, House Resolution 5376, the Inflation Reduction Act (IRA), was signed into law. An August 11 Cooley client alert explains some of the tax provisions contained in the IRA, including the 1% excise tax on certain…more

Coronavirus/COVID-19, Force Majeure Clause, Infectious Diseases, Online Marketplace

Maria Jose Cordero

Alert: The Effect of the COVID-19 Pandemic on Online Marketplace Providers

COVID-19 and the responses of local, state, federal, and foreign governments have impacted, and will continue to impact, virtually every aspect of global commerce. Companies (marketplace providers) that offer online marketplaces…more

Disclosure Requirements, Listing Rules, Nasdaq, Publicly-Traded Companies, Reverse Stock Splits

Lisa Cossi

Nasdaq Updates Listing Requirements

Throughout 2024, Nasdaq has been revising the procedures for companies dealing with low stock prices, with a focus on cutting down on what they deem to be cheap, risky stocks trading on their exchange. Here is what you need to…more

Artificial Intelligence, Corporate Counsel, Cybersecurity, Data Protection, NIST

Liza Cotter

Utah, Colorado Pave Way for AI-Specific State Laws – Is Your Company Ready for the Impending Regulation Wave?

The regulation of artificial intelligence (AI) has drawn significant interest from policymakers in the US, particularly at the state level. There has been a recent slew of legislative activity with respect to comprehensive AI…more

Chris Coulter

[Webinar] AI Talks: AI + Regulatory - November 13th, 12:00 pm - 1:00 pm EDT

This session of Cooley’s AI Talks will cover ways to navigate the US, European Union, and UK regulatory and legislative risks of AI, including strategies for engaging with policymaking bodies and analyzing the business impacts…more

Algorithms, Artificial Intelligence, Bias, Bots, Continuing Legal Education

Federal Trade Commission (FTC), Food and Drug Administration (FDA), Life Sciences, Orange Book, Patents

Jonathan Cousin

FTC Continues to ‘Dispute’ Orange Book Device Patent Listings, But Still No Antitrust Enforcement

Over the last eight months, the US Federal Trade Commission (FTC) has focused on what it characterizes as “improper” Orange Book listings and the impacts of such listings on generic entry…more

Acquisitions, Coronavirus/COVID-19, Environmental Social & Governance (ESG), Initial Public Offering (IPO), Mergers

Bram Couvreur

Blog: Cooley’s 2020 Tech M&A Year in Review

A Tale of Two Years - While we continue to absorb and understand the worldwide pandemic shockwaves of 2020, trying to encapsulate the vicissitudes of the past year in an annual recap is daunting. Early weeks of the pandemic…more

Future Equity, Investors, SAFE (Simple Agreement for Future Equity)

Dennis Craig II

What You Should Know About SAFEs

When early stage founders are looking to raise money, they are often choosing between using Simple Agreements for Future Equity (SAFEs) or convertible notes. Our clients often ask what the difference is between the two and,…more

Peter Crain

FCC Digital Discrimination Rules Will Affect Landlords, Building Owners, Contractors

Having access to reliable broadband internet service has become critical as consumers and small businesses rely on the internet for everyday tasks. To help meet that need, Congress, as part of the Infrastructure Investment and…more

Broadband, FCC, Internet, Landlords, Telecommunications

Lauren Creel

Blog - Q4 2020 Quarterly VC Update: Sean Barrett on the State of Venture Capital Investing

In conjunction with our Q4 Venture Financing Report, I sat down with Sean Barrett of HMI Capital to get his take on the state of venture capital investing. Key insights from Sean Barrett: On going back to basics this…more

Investment, Investors, Venture Capital

Belen Crisp

FCC to Require Video Conferencing Providers, Equipment and Software to Include Accessibility Features

The Federal Communications Commission’s second report and order and further notice of proposed rulemaking (FNPRM) increases accessibility to video conferencing and Telecommunications Relay Service (TRS) for individuals with…more

Accessibility Rules, Comment Period, FCC, Telecommunications, Videoconference

Intellectual Property Protection, Trademark Registration, Trademarks, USPTO, Venture Capital

John Crittenden

Blog: Primer - Why Trademark Protection is Important for Venture Capital Firms

We’re a VC firm – we don’t sell consumer products – why do we need to care about trademarks? For any business, one’s good name is one of its most essential assets. That is especially true in venture capital, where,…more

Climate Change, Disclosure Requirements, Environmental Social & Governance (ESG), Governor Newsom, Greenhouse Gas Emissions

Francis Cullo

New California Law Establishes Significant Disclosure Requirements Related to Climate Goals, Claims and Offsets Beginning January 1, 2024

On October 7, 2023, California Gov. Gavin Newsom signed the Voluntary Carbon Market Disclosures Act (VCMDA) – AB 1305 – which will impose new requirements applicable to companies making climate-related claims, as well as…more

Consumer Financial Protection Bureau (CFPB), Consumer Reporting Agencies, Consumer Reports, Credit Reports, Fair Credit Reporting Act (FCRA)

Margaux Curie

CFPB Issues Background Screening, File Disclosure Advisory Opinions

On January 11, 2024, the Consumer Financial Protection Bureau (CFPB) issued two advisory opinions addressing consumer reporting agencies' (CRAs) obligations, under the Fair Credit Reporting Act (FCRA), related to information…more

EU, European Patent Office, Intellectual Property Protection, Patents, Plant Patents

Steve Cuss

Alert: EPO: Plants and Plant Materials Not Patentable if Exclusively Obtained by Essentially Biological Process

A recent opinion issued by the Enlarged Board of Appeal (EBoA) of the European Patent Office (EPO) has established that plants and plant materials are not patentable if they are exclusively obtained by means of an essentially…more

Disclosure Requirements, Investment Adviser, Investment Advisers Act of 1940, Investors, Private Funds

John Dado

FAQs on SEC’s Private Fund Adviser Rules After Fifth Circuit Decision

As most fund managers have likely heard by now, on June 5, 2024, the US Court of Appeals for the Fifth Circuit vacated the private fund adviser rules that the Securities and Exchange Commission (SEC) adopted in summer 2023,…more

Consumer Financial Protection Bureau (CFPB), Disclosure Requirements, Federal Trade Commission (FTC), Fees, Hidden Fees

Scott Dailard

FTC Finalizes ‘Junk Fee’ Rule Aimed at Live-Event Ticket and Short-Term Lodging Fees

On December 17, 2024, the Federal Trade Commission (FTC) issued a final rule requiring live-event ticketing and short-term lodging marketers to disclose mandatory fees as part of the total advertised price for these services…more

CARES Act, Coronavirus/COVID-19, Employee Retention, IRS, Paycheck Protection Program (PPP)

David Dalton

Alert: IRS Releases Guidance on PPP Loans and Employee Retention Tax Credits

The Internal Revenue Service (IRS) has issued several items of new guidance relating to loans under the Paycheck Protection Program (PPP), including two new FAQs addressing the interaction of PPP loans and employee retention tax…more

Coronavirus/COVID-19, Department of Education, Educational Institutions, Infectious Diseases

Robin Dasher-Alston

Blog: Managing COVID-19 Disruption: Accrediting Agencies Adopt Temporary Measures to Address Challenges

Following the US Department of Education’s (ED) release of guidance to accrediting agencies on March 17, including the flexibility to bypass public comment periods and adoption by full agency membership, accreditors have been…more

Beneficial Owner, Financial Industry Regulatory Authority (FINRA), Form ADV, Investment Adviser, Private Equity

Craig Dauchy

Alert: Upcoming Regulatory Deadlines and Compliance Checklist for VC and PE Firms

This alert highlights near-term regulatory deadlines that commonly apply to venture capital and private equity firms. For a more detailed description of regulatory and contractual requirements that commonly apply to venture…more

Reshma David

Alert: New UK Tax Rules on Off-Payroll Working – Go-Live Date Approaches

The UK tax authority, HMRC, has published a policy paper regarding new off-payroll working rules due to come into force on 6 April 2021. Publication of the policy at this stage can be read as a clear indication that the new…more

Employer Liability Issues, HMRC, Income Taxes, Off-Payroll, UK

Employer Liability Issues, Job Applicants, Pay Transparency, State Labor Laws, Wage and Hour

Sharon Davidov

Garden State Employers Have New Pay Transparency Obligations Effective June 1, 2025

New Jersey has become the latest state to enact a new pay transparency law for employers, following Gov. Phil Murphy’s signature enacting SB 2310. As detailed below, the bill requires pay range disclosures in job postings for…more

Federal Trade Commission (FTC), Food and Drug Administration (FDA), Life Sciences, Orange Book, Patents

Jonathan Davies

FTC Continues to ‘Dispute’ Orange Book Device Patent Listings, But Still No Antitrust Enforcement

Over the last eight months, the US Federal Trade Commission (FTC) has focused on what it characterizes as “improper” Orange Book listings and the impacts of such listings on generic entry…more

Class Action, Corporate Counsel, Pleading Standards, PSLRA, Securities Exchange Act

Brett De Jarnette

Ninth Circuit Affirms Dismissal of Securities Fraud Claims, Rejects Allegations as Nothing More Than ‘Interesting Reading’

A recent decision of the US Court of Appeals for the Ninth Circuit highlights the “heightened and demanding standard” required to plead securities fraud under the Private Securities Litigation Reform Act (PSLRA). In affirming…more

Ronald Del Sesto

FCC Enforcement Actions Pose New Risks for Vendors to Telecom Companies

Last week, the Federal Communications Commission (FCC) released a $13 million settlement with AT&T that concluded an investigation into a third-party data breach that exposed AT&T customer data. This is the latest in a series of…more

AT&T, Cybersecurity, Data Breach, Data Protection, Data Security

Tiana Demas

Inundated With Requests Under New Jersey’s Daniel’s Law?

A flood of class action lawsuits have been filed against companies alleging violations of New Jersey’s Daniel’s Law. The statute – enacted after the son of a New Jersey federal judge was fatally shot by a disgruntled lawyer – is…more

Covered Person, Cybersecurity, Damages, Data Privacy, Data Protection

Corina Demeter

Balancing Act: Navigating Privacy Challenges Under UK’s Online Safety Act 2023

The UK’s Online Safety Act (OSA) 2023, which became law on 26 October 2023, imposes extensive new obligations on certain types of online service providers, requiring them to protect their users by identifying, mitigating, and…more

Acquisitions, Federal Trade Commission (FTC), Initial Public Offering (IPO), Life Sciences, Mergers

Polina Demina

Cooley’s 2022 Life Sciences M&A Year in Review

Although 2022 saw a general decline in M&A activity in the life sciences industry compared to 2021’s frenetic pace (when deal volume was up 52% from 2020), life sciences deal flow in 2022 on balance remained strong despite the…more

Employee Benefits, Employee Stock Purchase Plans, Incentive Stock Options, Internal Revenue Code (IRC), IRS

Renee Deming

Alert: Year-End Reporting for ISOs and ESPPs

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to incentive stock option exercises and transfers of stock…more

Chief Information Security Officer (CISO), Corporate Counsel, Cyber Attacks, Cybersecurity, Securities and Exchange Commission (SEC)

Robert Denniston

Fatal Flaws in SEC’s Amended Complaint Against SolarWinds

In March 2024, a coalition of more than 50 cybersecurity leaders and organizations called for dismissal of an amended complaint by the Securities and Exchange Commission (SEC) against SolarWinds and its chief information…more

Investment Adviser, Investment Advisers Act of 1940, Registered Investment Advisors, Securities and Exchange Commission (SEC)

Michael Derbes

Becoming a Registered Investment Adviser: Worth the Costs?

There is one question that often confronts venture capital firms as they grow more successful and encounter new opportunities: Should we register with the Securities and Exchange Commission (SEC)? While there is no…more

Commercial Leases, Commercial Tenants, Coronavirus/COVID-19, Force Majeure Clause, Infectious Diseases

Adrienne Beaudoin Deshmukh

Alert: COVID-19 Considerations for Landlords and Tenants

Companies everywhere are working diligently to analyze potential risks during these challenging times. The growing number of business disruptions and state-ordered shutdowns in the wake of the COVID-19 pandemic is putting a…more

Darren DeStefano

Annual SEC Section 13 Filing Requirements for Venture, Private Equity Funds (Updated)

Venture and private equity funds and other investors that own equity securities of public companies may have numerous Securities and Exchange Commission (SEC) filing requirements – including filings based on the size of the…more

Disclosure Requirements, Filing Requirements, Form 13F, Form 13H, Investors

Georgina Dietrich

Stiff EU Antitrust Fine for ‘Misuse’ of Patent System Delaying Rival Pharma Entry

On October 31, 2024, the European Commission (EC) fined Teva 462.6 million euros (US$503 million) for abusing its dominant position to delay competition to Copaxone (glatiramer acetate), its blockbuster multiple sclerosis…more

Antitrust Provisions, Antitrust Violations, Competition, EU, Fines

Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Remittance Transfer Rule

James Dionne

Marketing Practices of Remittance Transfer Providers May Violate CFPA, CFPB Cautions

On March 27, 2024, the Consumer Financial Protection Bureau (CFPB) issued Circular 2024-02 warning remittance transfer providers that certain marketing activities may constitute deceptive practices and therefore violate the…more

Exempt Reporting Advisers (ERAs), Pay-To-Play, Political Contributions, Registered Investment Advisors, Securities and Exchange Commission (SEC)

Eric Doherty

Remember Pay-to-Play Rule Before Making US Election Campaign Contributions

On August 6, 2024, US Vice President Kamala Harris announced Minnesota Gov. Tim Walz as her running mate for the 2024 presidential election. This selection triggers the political contributions rule under the Investment Advisers…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), Pilot Programs, Whistleblower Awards

Rebekah Donaleski

DOJ Launches New Incentive Program for Corporate Whistleblowers

The US Department of Justice has officially launched its whistleblower rewards pilot program, which offers financial incentives to individuals who report corporate misconduct to the DOJ and meet certain criteria. Deputy…more

Advertising, Dietary Supplements, False Advertising, Federal Trade Commission (FTC), Health Claims

Megan Donohue

FTC Revises Health Products Compliance Guidance

In December 2022, the Federal Trade Commission released its Health Product Compliance Guidance, updating and replacing its 1998 industry advertising guidelines on dietary supplements. Unlike the 1998 guidelines, the new guide…more

Employer Liability Issues, Employment Litigation, Labor & Workforce Development Agency (LWDA), Labor Code, Private Attorneys General Act (PAGA)

Michelle Doolin

California Enacts Sweeping Changes to PAGA

On July 1, 2024, California Gov. Gavin Newsom signed into law two bills that significantly reform the California Private Attorneys General Act of 2004 (PAGA). California employers will soon benefit from a myriad of reforms that…more

Employer Liability Issues, Job Applicants, Pay Transparency, State Labor Laws, Wage and Hour

Charlotte Drew

Massachusetts’ Pay Transparency/Data Reporting Law Imposes New Compliance Obligations Beginning February 2025

On July 31, 2024, Massachusetts Gov. Maura Healey enacted a sweeping pay transparency law that imposes new requirements on covered employers with Massachusetts-based employees. As detailed below, An Act Relative to Salary Range…more

Consumer Financial Protection Bureau (CFPB), Consumer Reporting Agencies, Consumer Reports, Credit Reporting Agencies, Credit Reports

Mari Dugas

CFPB Proposes New Rules That, If Finalized, Would Significantly Expand FCRA’s Reach

On December 3, 2024, the Consumer Financial Protection Bureau (CFPB) issued a notice of proposed rulemaking (NPR) – Protecting Americans from Harmful Data Broker Practices. The CFPB’s proposal would amend Regulation V, which…more

Climate Change, Corporate Governance, Environmental Social & Governance (ESG), Financial Conduct Authority (FCA), IOSCO

Fergal Duggan

UK Government Opens Consultation on Future Regulatory Regime for ESG Ratings Providers

In March 2023, the UK government launched a consultation on the future regulatory regime for environmental, social and governance (ESG) ratings providers. These providers compile, package and sell information to market…more

Algorithms, Artificial Intelligence, Biometric Information, Data Privacy, Virtual Meetings

Nicolas Dumont

AI Transcription in Virtual Meetings Brings Risks to Businesses

You’ve likely noticed a new presence joining your virtual meetings—artificial intelligence designed to capture the discussion. Transcription services can benefit users by helping them capture notes and allowing for consistent…more

Artificial Intelligence, Authorship, Copyright, Intellectual Property Protection, The Copyright Act

Angela Dunning

District Court Confirms ‘Human Authorship’ Requirement, Sets Copyright Boundary for AI-Generated Works

On August 18, 2023, Judge Beryl A. Howell of the US District Court for the District of Columbia issued a first-of-its-kind federal court decision in Thaler v. Perlmutter, et al., agreeing with the US Copyright Office that works…more

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Lily Duong

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

Christopher Durbin

Back to Basic: The Supreme Court Revisits a Landmark Securities Case and Eases Its Impact on Defendants

On June 23, the Supreme Court issued its much-awaited decision in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317 (U.S. June 23, 2014). The Court declined Halliburton's invitation to eliminate the fraud-on-the-market…more

Basic v Levinson, Class Certification, Fraud, Fraud-on-the-Market, Halliburton

Corporate Counsel, Food and Drug Administration (FDA), Fraud, Life Sciences, Pharmaceutical Industry

John Dwyer

Alert: Life Sciences Company Hit with $4 Million SEC Penalty

On March 29, the US Securities and Exchange Commission announced that AVEO Pharmaceuticals, Inc., a Massachusetts-based pharmaceutical company, agreed to pay a $4 million penalty to settle fraud charges that it failed to…more

Cryptocurrency, Digital Assets, Environmental Social & Governance (ESG), Investment Adviser, Securities and Exchange Commission (SEC)

Shannon Eagan

SEC Enforcement Director Discusses Priorities, Off-Channel Communications, Crypto and ESG

In his remarks at the 2023 Berkeley Fall Forum on Corporate Governance, GurbirGrewal, director of the Securities and Exchange Commission’s Division of Enforcement, discussed the SEC’s current enforcement priorities – including…more

Artificial Intelligence, Compliance, Department of Justice (DOJ), Machine Learning, Risk Management

Bobby Earles

DOJ Focuses on AI, Emerging Tech in Newly Issued Guidance Updates for Evaluating Corporate Compliance Programs

On September 23, 2024, the Criminal Division of the US Department of Justice (DOJ) issued an updated Evaluation of Corporate Compliance Programs (ECCP). The updated ECCP emphasizes that companies should address risks associated…more

Climate Change, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG), Federal Trade Commission (FTC)

Jack Eastwood

Climate and Sustainability Regulations: 2024 End-of-Year Review

2024 was an active year for environmental, social and governance (ESG) regulations, voluntary reporting standards, and stakeholder policies. While the incoming Trump administration is expected to halt federal sustainability…more

CARES Act, Civil Liability, Coronavirus/COVID-19, Criminal Liability, Department of Justice (DOJ)

Alexandra Eber

DOJ’s Pandemic Fraud Enforcement Efforts Accelerating

On March 10, 2022, the Department of Justice announced the appointment of Associate Deputy Attorney General Kevin Chambers to serve as the DOJ’s first Director for COVID-19 Fraud Enforcement. This announcement comes two years…more

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Ross Eberly

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

Consumer Financial Protection Bureau (CFPB), Consumer Reporting Agencies, Consumer Reports, Credit Reporting Agencies, Credit Reports

Michael Egan

CFPB Proposes New Rules That, If Finalized, Would Significantly Expand FCRA’s Reach

On December 3, 2024, the Consumer Financial Protection Bureau (CFPB) issued a notice of proposed rulemaking (NPR) – Protecting Americans from Harmful Data Broker Practices. The CFPB’s proposal would amend Regulation V, which…more

Andrea Batalla Eguidazu

New UK International Data Transfer Tools in Force Starting Today

After being laid before the UK parliament in February, the UK’s new data transfer tools (“New UK Transfer Tools”) are now in force and ready for use…more

Cybersecurity, Data Privacy, Data Protection, International Data Transfers, UK

Bankruptcy Code, Commercial Bankruptcy, Debtors

Robert Eisenbach

Official Bankruptcy Forms Revised To Reflect April 1, 2022 Dollar Amount Adjustments Now In Effect

As discussed in an earlier post called “Moving Up: Bankruptcy Code Dollar Amounts Will Increase On April 1, 2022,” various dollar amounts in the Bankruptcy Code and related statutory provisions were increased for cases filed on…more

Daniel Eitutis

What is a ‘Drag-Along’?

You’ve just received a term sheet for your Series A financing, and it mentions a “drag-along.” What does this mean, and should you be concerned about it?…more

Acquisitions, Buyers, Contract Terms, Sellers, Shareholders

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Joshua Elefant

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

Joanne Elieli

Balancing Act: Navigating Privacy Challenges Under UK’s Online Safety Act 2023

The UK’s Online Safety Act (OSA) 2023, which became law on 26 October 2023, imposes extensive new obligations on certain types of online service providers, requiring them to protect their users by identifying, mitigating, and…more

Consumer Financial Protection Bureau (CFPB), Disclosure Requirements, Federal Trade Commission (FTC), Fees, Hidden Fees

Tyler Emory

FTC Finalizes ‘Junk Fee’ Rule Aimed at Live-Event Ticket and Short-Term Lodging Fees

On December 17, 2024, the Federal Trade Commission (FTC) issued a final rule requiring live-event ticketing and short-term lodging marketers to disclose mandatory fees as part of the total advertised price for these services…more

Tom Epps

UK Publishes Guidance on Failure to Prevent Fraud: Companies Without “Reasonable Prevention Procedures” Could Be Held Criminally Liable

On 6 November 2024, the UK government published guidance in respect of the failure to prevent fraud offence, which was introduced in the Economic Crime and Corporate Transparency Act 2023 (ECCTA).Under this offence, companies…more

Criminal Liability, Criminal Prosecution, Financial Crimes, Fraud, UK

Cybersecurity, Data Privacy, Data Protection, Data Security, Health Care Providers

Andrew Epstein

Understanding Washington’s My Health My Data (MHMD) Act: Applicability, Scope and Requirements

On January 31, 2024, Cooley lawyers Brooke Fritz and Andrew Epstein led a virtual presentation on Washington state’s My Health My Data (MHMD) Act. Below are some key highlights from the discussion…more

Parker Erkmann

DOJ Challenges Use of Certain Pricing Algorithms

On August 23, 2024, the Department of Justice (DOJ) sued real estate software company RealPage alleging the company’s software reduces competition between landlords, resulting in inflated rents and less favorable lease terms for…more

Algorithms, Department of Justice (DOJ), Landlords, Pricing, Rental Property

CFTC, Cryptocurrency, FSOC, Securities and Exchange Commission (SEC), Stablecoins

Nareg Essaghoolian

President’s Working Group Urges Congress to Take Action on Stablecoins

On November 1, 2021, the President’s Working Group on Financial Markets, the Federal Deposit Insurance Corporation (FDIC), and the Office of the Comptroller of the Currency (together, the “Agencies”) released a report on…more

Classified Information, Code of Federal Regulations (CFR), Department of Defense (DOD), Federal Contractors, FOCI

Erin Estevez

Alert: DoD Codifies NISPOM, Makes Changes Concerning Access to Classified Information

The Department of Defense has issued a final rule codifying the National Industrial Security Program Operating Manual in the Code of Federal Regulations at 32 C.F.R. Part 117, effective February 24, 2021. The NISPOM governs the…more

Aggregation Rules, Insurance Claims, Insurance Industry, Insurance Litigation, UK

Mark Everiss

Court of Appeal reaffirms law on aggregation of claims pursuant to a “cause” based wording

In Spire Healthcare v Royal & Sun Alliance Insurance Ltd [2022] EWCA Civ 17, the Court of Appeal reversed the first instance decision of Judge Pelling QC holding that the two sets of claims in question had in common a unifying…more

Mike Faber

Alert: New Tax Court Decision Opens the Door for Tax Planning for Non-US Investors into US LLCs

On July 13, 2017, the US Tax Court issued a decision which may provide non-US investors more flexibility and potentially better tax outcomes with respect to structuring their investments into US LLCs and partnerships…more

Income Taxes, Investors, IRS, Limited Liability Company (LLC), Partnerships

Brent Fassett

Blog: Q3 2018 Quarterly VC Update: Bruce Booth on the State of Venture Capital Investing

In conjunction with our Q3 Venture Financing Report, I sat down with Bruce Booth from Atlas Venture to get his take on the state of venture capital investing. On deal terms: The pendulum is definitely favoring entrepreneurs and…more

Entrepreneurs, Financing, Initial Public Offering (IPO), Investors, Startups

John Feore

Alert: FCC Makes it Easier for Broadcasters and Cable Operators to Rehire Laid Off Employees

The Federal Communications Commission has released an order making it easier for broadcasters and cable operators to rehire employees laid off as a result of the ongoing COVID-19 pandemic…more

Broadcasting, FCC, Hiring & Firing, Layoffs

Corporate Counsel, Enforcement Actions, Securities and Exchange Commission (SEC), Securities Violations, Whistleblower Awards

Janelle Fernandes

SEC Announces FY23 Enforcement Results –Record-Breaking Whistleblower Awards, Focus on Individual Accountability, Self-Reporting, and Cooperation Credit

The Securities and Exchange Commission (SEC) recently announced its enforcement results for fiscal year 2023, which reported a total of 784 enforcement actions, up 3% from FY22. This includes 501 original (stand-alone)…more

Abstract Ideas, Computer-Related Inventions, Patent Trial and Appeal Board, Patent-Eligible Subject Matter, Patents

Anders Fernstrom

Alert: USPTO Revised Patent Eligibility Guidelines Significantly Eases Path to Obtaining Computer-Related Patents

On January 7, 2019, the United States Patent and Trademark Office (USPTO) issued the 2019 Revised Patent Subject Matter Eligibility Guidance, a major update to the examination guidelines for evaluating whether a patent claim is…more

Rule 10b-5, Securities and Exchange Commission (SEC), Securities Exchange Act, Securities Fraud

Rebecca Ferrari

10th Circuit Rejects Scheme Liability Claim, Finds Presumption of Reliance Rebutted on the Pleadings – A Significant Cooley Win

On October 15, 2024, the US Court of Appeals for the Tenth Circuit affirmed the district court’s dismissal of all claims in In re Overstock Securities Litigation. In doing so, the Tenth Circuit decided an issue of first…more

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

Juliana Finley

US Supreme Court Ruling Limits Extraterritorial Reach of Lanham Act

On June 29, 2023, the US Supreme Court issued a unanimous decision in Abitron Austria GmbH v. Hetronic International, Inc., limiting the extraterritorial reach of provisions of the Lanham Act prohibiting trademark infringement…more

Tamar Finn

FCC to Require Video Conferencing Providers, Equipment and Software to Include Accessibility Features

The Federal Communications Commission’s second report and order and further notice of proposed rulemaking (FNPRM) increases accessibility to video conferencing and Telecommunications Relay Service (TRS) for individuals with…more

Accessibility Rules, Comment Period, FCC, Telecommunications, Videoconference

401k, Contribution Limits, Cost-of-Living Adjustment (COLA), Employee Benefits, Internal Revenue Code (IRC)

Dov Fiskus

IRS Announces Adjusted Plan Limits for 2023

The Internal Revenue Service has announced cost-of-living-adjusted limits for 2023 that affect the operation of tax-qualified retirement plans, including 401(k) plans and certain other types of employee benefit plans, such as…more

Colleges, Department of Education, Educational Institutions, Students, Universities

Rebecca Flake

ED to Shut Down and Overhaul E-App System

The US Department of Education (ED) announced last week that it will implement updates to its Electronic Application (E-App) system – the website on which institutions apply for and certify their eligibility for federal student…more

CARES Act, Civil Liability, Coronavirus/COVID-19, Criminal Liability, Department of Justice (DOJ)

Allegra Flamm

DOJ’s Pandemic Fraud Enforcement Efforts Accelerating

On March 10, 2022, the Department of Justice announced the appointment of Associate Deputy Attorney General Kevin Chambers to serve as the DOJ’s first Director for COVID-19 Fraud Enforcement. This announcement comes two years…more

Design Patent, Food and Drug Administration (FDA), Intellectual Property Protection, Orange Book, Patents

Betsy Flanagan

Teva v. Amneal Ruling Interprets Orange Book Listing Statute, Affirms Delisting of Device Patents

On December 20, 2024, the US Court of Appeals for the Federal Circuit released its opinion in Teva Branded Pharm. Prods. R&D, Inc. v. Amneal Pharms. of N.Y., LLC, affirming a lower court decision that Teva must delist five…more

Acquisitions, Contract Termination, Coronavirus/COVID-19, Material Adverse Effects, Mergers

Patrick Flanagan

Blog: Pandemic-Related Deal Litigation Highlights Buyer Leverage in Transactions Requiring Debt Financing

In a May blog post we discussed several initial observations regarding the dozens of M&A transactions that were signed prior to March 2020 and that were in jeopardy as a result of COVID-19. Since that post, the Delaware Chancery…more

Paula Fleckenstein

Alert: IRS Announces Adjusted Plan Limits for 2021

The Internal Revenue Service has announced cost-of-living-adjusted limits for 2021 that affect the operation of tax-qualified retirement plans, including 401(k) plans and certain other types of employee benefit plans, including…more

401k, Contribution Limits, Employee Benefits, Highly Compensated Employees, IRS

Beneficial Owner, Corporate Transparency Act, FinCEN, Popular, Preliminary Injunctions

Adam Fleisher

Corporate Transparency Act Reporting Requirements Halted Again – For Now

On December 26, 2024, the US Court of Appeals for the Fifth Circuit issued an order in Texas Top Cop Shop, Inc. et al. v. Garland et al., that effectively pauses beneficial ownership information (BOI) reporting requirements…more

Dave Fletcher

DoD and SBA Approve First Set of Critical Technology SBICs

On October 22, 2024, the Department of Defense (DoD) and the Small Business Administration (SBA) announced approval of 13 inaugural small business investment company (SBIC) licensees and so-called green light approved investment…more

Department of Defense (DOD), Investment Funds, SBA, SBIC

Business Interruption, Coronavirus Business Interruption Loan Scheme (CBILS), Coronavirus/COVID-19, Relief Measures, UK

Megan Flynn

Alert: Overview of UK Measures Aimed at Reducing the Financial Impact on Businesses

The UK government has announced a number of measures aimed at reducing the financial impact of the COVID-19 outbreak on UK business. A summary of the support available and the ways in which it can be accessed is set out below…more

Glass Lewis, Institutional Shareholder Services (ISS), Proxy Season, Securities and Exchange Commission (SEC), Shareholder Proposals

Vince Flynn

ISS and Glass Lewis Update 2024 Proxy Voting Policies

Institutional Shareholder Services (ISS) and Glass Lewis, the two most influential proxy advisory firms, recently released updates to their voting policies for the 2024 proxy season. The ISS US policy update will apply for…more

Annotated Case Law, Appeals, Copyright, Copyright Infringement, Copyrightable Subject Matter

Brian Focarino

Alert: High Court Rules Works Authored by Legislators in Their Legislative Capacity Ineligible for Copyright Protection

A divided Supreme Court has held that works authored by legislatures or legislators in their legislative capacity are ineligible for copyright protection (Georgia v. Public.Resource.Org, Inc.). The Copyright Act protects…more

Comment Period, Federal Meat Inspection Act (FMIA), Food Labeling, Food Safety and Inspection Service (FSIS), Labeling

Erin Foley

Alert: What’s at Steak: USDA Solicits Comments on Cultured Meat Labels

Using recent advances in cell culture technology, numerous companies are developing meat products produced in vitro using cultured cells derived from living animals. As such companies get ready to market their products to…more

Danielle Fortier

California in Spotlight as Massachusetts Avoids Bill Targeting Private Equity in Healthcare

The Massachusetts legislative session for 2024 has come to a close without the passage of a bill that would have targeted private equity in healthcare. Introduced in May 2024, Massachusetts House Bill (HB) 4653 proposed to…more

Acquisitions, Investment, Investors, Private Equity, Private Equity Firms

Acquisitions, Dual Track Process, Exit Strategies, Strategic Planning

James Foster

Blog: Dual-Track Processes: How to Turbocharge Your Exit

Exiting an investment is an inherently uncertain process. Even for a thriving business with a viable equity story, committed stakeholders and the right advisers, the final deal terms and valuation are typically guided by factors…more

Employer Liability Issues, Job Applicants, Pay Transparency, State Labor Laws, Wage and Hour

Erika Freeman

Garden State Employers Have New Pay Transparency Obligations Effective June 1, 2025

New Jersey has become the latest state to enact a new pay transparency law for employers, following Gov. Phil Murphy’s signature enacting SB 2310. As detailed below, the bill requires pay range disclosures in job postings for…more

Artificial Intelligence, Internet of Things, Mobile Apps, Software

Rod Freeman

Stand-Alone Software, Including Games and Apps, in Scope of GPSR as of December 13, 2024

The European Commission has provided its strongest indication yet that its new rules on product safety, the General Product Safety Regulation (GPSR), will apply to stand-alone software – even though this is not expressly stated…more

Breach of Duty, Fiduciary Duty, Mergers, Shareholder Litigation, Special Purpose Acquisition Companies (SPACs)

Brian French

Delaware Court of Chancery Finally Dismisses a de-SPAC Complaint

Since Vice Chancellor Lori Will’s seminal decision in In re MultiPlan Corp. Stockholders Litigation in January 2022, the Delaware Court of Chancery has seen a wave of lawsuits accusing special purpose acquisition companies…more

Disclosure Requirements, Form S-8, Proposed Amendments, Rule 701, Securities Act of 1933

Joshua Friedman

Alert: SEC Proposes Changes to Rule 701 and Form S-8

On November 24, 2020, the U.S. Securities and Exchange Commission (SEC) proposed changes to Rule 701 and Form S-8 under the Securities Act of 1933. While most of the initial attention has focused on the revisions that would…more

Cybersecurity, Data Privacy, Data Protection, Data Security, Health Care Providers

Brooke Fritz

Understanding Washington’s My Health My Data (MHMD) Act: Applicability, Scope and Requirements

On January 31, 2024, Cooley lawyers Brooke Fritz and Andrew Epstein led a virtual presentation on Washington state’s My Health My Data (MHMD) Act. Below are some key highlights from the discussion…more

Foreign Investment, Investment, Investors, National Security

Annie Froehlich

Outbound Investment Security Program: Final Rule

On October 28, 2024, the US Department of the Treasury issued final regulations implementing the Executive Order on Addressing United States Investments in Certain National Security Technologies and Products in Countries of…more

Koji Fukumura

Ninth Circuit Affirms Dismissal of Securities Class Action Against Qualcomm

Cooley litigators secured a win on behalf of Qualcomm, a San Diego based technology company that specializes in semiconductors, in a securities class action filed in the United States District Court for the Southern District of…more

CFIUS, Class Action, Qualcomm, Securities Fraud, Securities Litigation

Board of Directors, Corporate Governance, Cybersecurity, Proposed Legislation, Publicly-Traded Companies

Jim Fulton

Alert: New Bill Targets Cybersecurity Expertise on Boards of Directors

On December 17, 2015, Senators Jack Reed (D-RI) and Susan Collins (R-Maine) introduced, S2410, the Cybersecurity Disclosure Act of 2015, which would require public companies to disclose what cybersecurity expertise their Board…more

Artificial Intelligence, Corporate Counsel, EU, European Commission, Machine Learning

Athina Gaki

New European Commission: What Data-Driven Tech Companies Need to Know

This blog post summarizes the key points presented by Cooley lawyers Patrick Van Eecke, Enrique Capdevila and Athina Gaki during the Cooley webinar, “New European Commission: What Data-Driven Tech Companies Need to Know”, part…more

Data Protection, Data Transfers, EU, European Data Protection Board (EDPB), European Economic Area (EEA)

Enrique Gallego Capdevila

Guidelines 02/2024 on Article 48 of the GDPR: EDPB Clarifies Rules for Data Sharing With Third-Country Authorities

In the ever-evolving landscape of data protection and privacy, the General Data Protection Regulation (GDPR) stands as the most significant legislative framework for processing personal data. Known for its extraterritorial…more

CFTC, Department of Justice (DOJ), Discovery, Foreign Corrupt Practices Act (FCPA), White Collar Crimes

Michelle Galloway

DOJ Issues Further Guidance, Warnings on Ephemeral Messaging Apps

At the March 2023 American Bar Association National Institute on White Collar Crime, senior Department of Justice officials offered their most expansive guidance yet about the dangers of using ephemeral messaging for company…more

Rule 10b-5, Securities and Exchange Commission (SEC), Securities Exchange Act, Securities Fraud

Priya Gambhir

10th Circuit Rejects Scheme Liability Claim, Finds Presumption of Reliance Rebutted on the Pleadings – A Significant Cooley Win

On October 15, 2024, the US Court of Appeals for the Tenth Circuit affirmed the district court’s dismissal of all claims in In re Overstock Securities Litigation. In doing so, the Tenth Circuit decided an issue of first…more

Corporate Governance, Glass Lewis, Institutional Shareholder Services (ISS), Proxy Voting Guidelines, Publicly-Traded Companies

Stephanie Gambino

ISS Opens Survey for 2025 Policy Changes; Glass Lewis Seeks Informal Feedback

ISS and Glass Lewis annual policy surveys have launched - As is typical, executive compensation issues are covered in the Institutional Shareholder Services (ISS) and Glass Lewis annual policy surveys this year, with each…more

Board of Directors, Corporate Governance, Cybersecurity, Proposed Legislation, Publicly-Traded Companies

Jon Gavenman

Alert: New Bill Targets Cybersecurity Expertise on Boards of Directors

On December 17, 2015, Senators Jack Reed (D-RI) and Susan Collins (R-Maine) introduced, S2410, the Cybersecurity Disclosure Act of 2015, which would require public companies to disclose what cybersecurity expertise their Board…more

Employment Tax, Income Taxes, Internal Revenue Code (IRC), IRS, Self-Employment Tax

Stephanie Gentile

Limited Partners May Be Subject to Self-Employment Tax

On November 28, 2023, in Soroban Capital Partners LP v. Commissioner, the US Tax Court denied the taxpayer’s motion for summary judgment, holding that whether a limited partner in a state law limited partnership qualifies for…more

Charles George

PEG Releases New Statement of Principles for the Disapplication of Pre-Emption Rights

On 4 November 2022, the UK Pre-Emption Group (PEG) issued a new Statement of Principles on disapplying pre-emption rights and associated template resolutions. The Statement of Principles has been revised with immediate effect in…more

Investors, Shareholders, UK, UK Companies Acts

Algorithms, Artificial Intelligence, Biometric Information, Data Privacy, Virtual Meetings

Adam Gershenson

AI Transcription in Virtual Meetings Brings Risks to Businesses

You’ve likely noticed a new presence joining your virtual meetings—artificial intelligence designed to capture the discussion. Transcription services can benefit users by helping them capture notes and allowing for consistent…more

Artificial Intelligence, Authorship, Copyright, Intellectual Property Protection, The Copyright Act

Bobby Ghajar

District Court Confirms ‘Human Authorship’ Requirement, Sets Copyright Boundary for AI-Generated Works

On August 18, 2023, Judge Beryl A. Howell of the US District Court for the District of Columbia issued a first-of-its-kind federal court decision in Thaler v. Perlmutter, et al., agreeing with the US Copyright Office that works…more

Copyright, Copyright Infringement, Copyright Litigation, Corporate Counsel, Fair Use

Colette Ghazarian

Supreme Court Rules Andy Warhol’s Prince Portraits Not Fair Use

On May 18, 2023, the US Supreme Court, in a much-anticipated decision, held that portraits of the musician Prince by Andy Warhol do not constitute fair use under copyright law. The 7 – 2 decision in Andy Warhol Foundation for…more

Employer Liability Issues, Job Applicants, Pay Transparency, State Labor Laws, Wage and Hour

Carly Gibbons

Garden State Employers Have New Pay Transparency Obligations Effective June 1, 2025

New Jersey has become the latest state to enact a new pay transparency law for employers, following Gov. Phil Murphy’s signature enacting SB 2310. As detailed below, the bill requires pay range disclosures in job postings for…more

Automotive Industry, California Consumer Privacy Act (CCPA), Cybersecurity, Motor Vehicles, Personal Data

Claire Gibbs

Navigating Privacy and Cybersecurity Challenges in Automotive and Mobility Sector

In this first installment of our series on the automotive and mobility sector, Cooley cyber/data/privacy lawyers introduce the key data privacy legal issues facing the automotive and mobility sector and provide an overview of…more

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

Patrick Gibbs

US Supreme Court: Pure Omissions Not Actionable UnderRule 10b-5(b)

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule…more

Caitlin Gibson

Delaware (Again!) Requires Upward Adjustment to Deal Price in Appraisal Proceeding Despite Objectively Fair Sales Process

A recent Court of Chancery decision adds yet another wrinkle to the appraisal landscape and the potential for appraisal arbitrage. In BCIM Strategic Value Master Fund LP v. HFF, Inc. (Del. Ch. Feb. 2, 2022), the court found…more

Appraisal, Deal Price, Fair Market Value, Mergers

Rick Ginsberg

Q1 2022 Quarterly VC Update: Matt Sacks on the State of Venture Capital Investing

In conjunction with our Q1 Venture Financing Report, I sat down with Matt Sacks of Lightbank to get his take on the state of venture capital investing. Key insights from Matt Sacks..…more

Capital Raising, Early Stage Companies, Investors, Startups, Venture Capital

Courtney Gladstone

Alert: Massachusetts Federal Court Proposes Change to What Constitutes a Related Case

The US District Court for the District of Massachusetts is weighing a rule change that would limit the cases that are deemed related and thus assigned to the same judge. Such a change, if implemented, would reduce plaintiffs’…more

Comment Period, Judges, Proposed Rules

Ethan Glass

US Department of Justice Sues Live Nation and Ticketmaster

In summer 2023, fans of Taylor Swift made international headlines when they took to social media to express their outrage at the ticket-buying experience for “The Eras Tour.” Fans of many artists have expressed their strong…more

Event Tickets, Excessive Fees, Fees, Popular, Ticket Pricing

Borrower Defense Rule, Borrowers, Educational Institutions, Student Loans

Jonathon Glass

Blog: Borrower Defense to Repayment Rule 3.0 – Part II: Student Relief

On September 11, we published a detailed look at the portion of the Department of Education’s long-awaited revised Borrower Defense to Repayment Rule (BDTR) that focused on the elements directly impacting institutional…more

Internal Revenue Code (IRC), IRS, Research and Development, Tax Cuts and Jobs Act

Todd Gluth

IRS Publishes Guidance on Tax Rules for Software Development, Research Expenses

The Tax Cuts and Jobs Act of 2017 (TCJA) introduced significant changes to the tax treatment of specified research and experimentation (SRE) expenditures. Historically, companies were able to immediately deduct all costs…more

California, Department of Financial Protection and Innovation (DFPI), Diversity, Reporting Requirements, Venture Capital

Rachel Goddard

California’s Broad Venture Capital Diversity Reporting Law Amended to Now Take Effect in 2026

As we previously reported, in October 2023, California enacted SB 54, a law requiring venture capital (VC) firms with a nexus to California to report data regarding the diversity of the founding members of the portfolio…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Financial Services Industry

Carly Goeman

CFPB Targets Buy Now, Pay Later Lending

On September 15, 2022, the Consumer Financial Protection Bureau published a report analyzing trends in the buy now, pay later (BNPL) industry. In particular, the CFPB finds that the BNPL industry has experienced rapid growth…more

Board of Directors, Corporate Governance, Institutional Shareholder Services (ISS), Shareholders, Special Purpose Acquisition Companies (SPACs)

Brad Goldberg

Key Policy Updates, New FAQs and Hint of Pay for Performance Changes to Come

On December 17, 2024, one of the two most influential proxy advisory firms, ISS, released its Proxy Voting Guidelines Benchmark Policy Changes for 2025: US, Canada, and Americas Regional, which provides updates to its voting…more

Employee Stock Purchase Plans, Filing Requirements, IRS, ISOs, Reporting Requirements

Jeff Goldman

Year-End Reporting for ISO Exercises and ESPP Stock Transfers

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Chief Information Security Officer (CISO), Cyber Attacks, Cybersecurity, Popular, Securities and Exchange Commission (SEC)

Andrew Goldstein

Federal Court Dismisses Bulk of SEC’s Complaint Against SolarWinds in Cyberattack Case

On July 18, 2024, US District Judge Paul Engelmayer of the Southern District of New York issued a detailed 107-page opinion and order dismissing most of the US Securities and Exchange Commission (SEC) case against SolarWinds and…more

Consumer Financial Protection Bureau (CFPB), Disclosure Requirements, Federal Trade Commission (FTC), Fees, Hidden Fees

Kate Goodman

FTC Finalizes ‘Junk Fee’ Rule Aimed at Live-Event Ticket and Short-Term Lodging Fees

On December 17, 2024, the Federal Trade Commission (FTC) issued a final rule requiring live-event ticketing and short-term lodging marketers to disclose mandatory fees as part of the total advertised price for these services…more

Coronavirus/COVID-19, Diversity and Inclusion Standards (D&I), Investors, Loan Agreements, UK

Tom Goodman

Alert: Launch of the Future Fund

The UK government's Future Fund scheme, aimed at UK startups in response to the impact of COVID-19, officially launched on 18 May 2020. The UK government, partnering with the British Business Bank, will deliver an initial…more

California Consumer Financial Protection Law (CCFPL), Cryptocurrency, Department of Financial Protection and Innovation (DFPI), Digital Assets, Virtual Currency

Jonathan Gordon

California DFPI Seeks Comments to Strengthen Consumer Protection Oversight of Digital Assets

On June 1, 2022, the California Department of Financial Protection and Innovation (DFPI) released an invitation for public comments to inform its development of a comprehensive regulatory approach for digital (or crypto1)…more

DE Supreme Court, Delaware General Corporation Law, Forum Selection, Securities Act of 1933, Securities Litigation

Seth Gottlieb

Alert: Delaware Supreme Court Upholds Exclusive Federal Forum Charter Provisions

On Wednesday, in Salzberg v. Sciabacucchi, the Delaware Supreme Court unanimously held that charter provisions designating the federal courts as the exclusive forum for '33 Act claims are "facially valid," thereby reversing the…more

Form 13F, Fund Managers, Investment Funds, Securities and Exchange Commission (SEC)

Shane Goudey

What Fund Managers Need to Know About SEC Form N-PX

A Securities and Exchange Commission (SEC) rule that takes effect on July 1, 2024, will require fund managers who file Form 13F reports to publicly report – on an annual basis on Form N-PX – the manner in which they vote on all…more

Antitrust Investigations, Competition, Enforcement Actions, Merger Controls, Mergers

Christine Graham

UK Competition and Markets Authority Receives Enhanced Merger Control and Enforcement Powers

The Digital Markets, Competition and Consumers Act (DMCC), which became law on 24 May 2024, represents a major shift in UK digital, competition and consumer protection regulation…more

Contract Formation, Counterparties, Export Controls, Intellectual Property Protection, Tax Liability

TJ Graham

Considerations for US Companies Contracting Abroad

There are many reasons why your company might consider entering into contracts with counterparties in a country where you do not currently have a presence. Perhaps you are expanding into a new geographical market, have…more

Julia Greaves

Productwise Battery Shorts, Part 1: Are My Products Affected and When Do I Need to Comply?

The European Union Batteries Regulation 2023/1542 started applying in August 2024 and represents a major change for anyone who manufactures, imports, or sells stand-alone batteries, or products containing batteries…more

Batteries, Consumer Product Companies, EU, Importers, Labeling

Antitrust Provisions, Department of Justice (DOJ), Enforcement Actions, Federal Trade Commission (FTC), Horizontal Merger Guidelines

Amanda Griggs

What Dealmakers Need to Know

As a capstone on the Biden administration’s aggressive 2023 antitrust enforcement, the Department of Justice (DOJ) and Federal Trade Commission (FTC) jointly issued revised Merger Guidelines before the holidays, replacing the…more

Sascha Grimm

Cross-Border Considerations for Protecting Privileged Evidence

On 6 June 2024, Sascha Grimm from our London office, Teresa Michaud from our Los Angeles office and Jonas Koponen from our Brussels office hosted a webinar on Cross-Border Considerations for Protecting Privileged Evidence…more

Admissible Evidence, Cross-Border, Evidence, UK

Antitrust Provisions, Banks, Department of Justice (DOJ), Mergers

Jacqueline Grise

DOJ’s Top Antitrust Official Turns Spotlight on Broadened Scope of Bank Merger Enforcement

In the wake of major bank failures in the US, the Department of Justice (DOJ) has signaled that it plans to step up antitrust enforcement of bank mergers. In June 2023, the DOJ’s Assistant Attorney General for Antitrust Jonathan…more

Economic Sanctions, Foreign Policy, Foreign Relations, Sanction Violations

Daniel Grooms

New US Law Doubles Statute of Limitations for Sanctions Violations

On April 24, 2024, President Joe Biden signed into law HR 815, which primarily provides supplemental emergency appropriations relating to ongoing conflicts in Ukraine, Israel and Taiwan. Although principally focused on an…more

Disclosure Requirements, Financial Statements, MD&A Statements, Regulation S-K, Securities and Exchange Commission (SEC)

Kenneth Guernsey

Alert: SEC Proposes to Modernize MD&A and Other Financial Disclosures

The SEC has issued a new proposal, part of the Disclosure Effectiveness Initiative, to simplify and modernize Management's Discussion and Analysis of Financial Condition and Results of Operations and the other financial…more

Div Gupta

Cooley’s 2021 Life Sciences M&A Year in Review

General trends in life sciences M&A Although the COVID-19 pandemic that defined 2020 continued to shape much of the life sciences industry in 2021, the way that it did was markedly different. While 2020’s M&A landscape was…more

Acquisitions, Life Sciences, Mergers, Pharmaceutical Industry, Private Equity

Disclosure Requirements, Employer Liability Issues, Job Applicants, Pay Transparency, State Labor Laws

Virat Gupta

Maryland’s New Pay Transparency Law Effective October 1, 2024

On October 1, 2024, Maryland’s House Bill 649 law takes effect, extending pay transparency requirements for Maryland employers. The law applies to all employers “engaged in a business, industry, profession, trade, or other…more

Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Life Sciences, Manufacturers, Medical Devices

Zachary Hafer

Proceed With Caution: Federal Courts of Appeal Uphold Criminal Convictions for Misbranding Violations Under FDCA

Voluntary compliance may be the backbone of the Federal Food, Drug, and Cosmetic Act (FDCA), but when the US government believes that a company is unwilling or unable to achieve compliance, it will seek to enforce the FDCA both…more

Gaël Hagan

Blog: Cooley’s 2020 Life Sciences M&A Year in Review

General Trends in Life Sciences M&A - If 2019 was the year of life sciences mega-deals, 2020 was the year of COVID-19, as the global pandemic permeated every aspect of the dealmaking landscape, with the life sciences sector…more

Acquisitions, Biopharmaceutical, Coronavirus/COVID-19, Life Sciences, Mergers

Corporate Counsel, Cybersecurity, Data Protection, General Data Protection Regulation (GDPR), International Data Transfers

Anne-Gabrielle Haie

US-UK Data Access Agreement: Top Five Things to Know

In May 2020, we published a blog post about the US-UK Data Access Agreement, a first-of-its-kind reciprocal agreement between the US and the UK. Under the agreement, law enforcement agencies in either country could obtain stored…more

Penelope Hale

Major Reforms Proposed for UK Merger Control: What Dealmakers Need to Know

On April 20, 2022, the UK government announced wide-ranging reforms to UK competition and consumer law policy, including significant threshold changes to the UK merger control regime. In particular, while the government aims to…more

Competition, Corporate Counsel, Merger Controls, Mergers, UK

Contract Formation, Counterparties, Export Controls, Intellectual Property Protection, Tax Liability

Charles Haley

Considerations for US Companies Contracting Abroad

There are many reasons why your company might consider entering into contracts with counterparties in a country where you do not currently have a presence. Perhaps you are expanding into a new geographical market, have…more

Disclosure Requirements, Employer Liability Issues, Job Applicants, Pay Transparency, State Labor Laws

Nick Hall

Maryland’s New Pay Transparency Law Effective October 1, 2024

On October 1, 2024, Maryland’s House Bill 649 law takes effect, extending pay transparency requirements for Maryland employers. The law applies to all employers “engaged in a business, industry, profession, trade, or other…more

Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Debt Collection, Debt Collectors, FDCPA

Katherine Halliday

CFPB Targets Convenience Fees

On June 29, 2022, the Consumer Financial Protection Bureau issued an advisory opinion declaring that the Fair Debt Collection Practices Act (FDCPA) prohibits debt collectors from collecting “pay-to-pay” or convenience fees…more

Consumer Financial Protection Bureau (CFPB), Dodd-Frank, Financial Services Industry, UDAAP

Ross Handler

CFPB Revives Its Dormant Nonbank Authority to Supervise High-Risk Institutions

On April 25, 2022, the Consumer Financial Protection Bureau announced that it will invoke its authority under the Dodd-Frank Act to supervise “nonbanks whose activities the CFPB has reasonable cause to determine pose risks to…more

Jacob Hanna

“MRL”: What’s that and why does this investor need one?

MRL stands for management rights letter. U.S.-based venture capital investors will often ask for an MRL as a condition to closing a financing. Founders will often ask us, “what is an MRL?” and “why does this investor need one?”…more

Investment, Investment Funds, Investors, Venture Capital

Heather Harrington

Representation and Warranty Insurance for M&A Deals: Cooling Market and Emerging Trends

While representation and warranty (R&W) insurance continues to be used across a broad range of M&A transactions, its use has cooled as dealmakers navigate challenging market conditions. Even for deals that are getting done, a…more

Acquisitions, Insurance Industry, Mergers, Policy Exclusions, Policy Terms

J.G. Harrington

FCC to Require Video Conferencing Providers, Equipment and Software to Include Accessibility Features

The Federal Communications Commission’s second report and order and further notice of proposed rulemaking (FNPRM) increases accessibility to video conferencing and Telecommunications Relay Service (TRS) for individuals with…more

Accessibility Rules, Comment Period, FCC, Telecommunications, Videoconference

Laurence Harris

Injunctions against “persons unknown” – uncertainty ahead

Injunctions against “persons unknown” have increased in popularity in recent years; however, the judgment in MBR Acres Ltd and others v McGivern [2022] EWHC 2072 has cast doubt on how useful these injunctions will be in future…more

Evidence, Injunctions, UK

Antitrust Provisions, Arbitrage, Board of Directors, CIGNA, Complex Corporate Transactions

Robert Harris

M&A Team News - January 2016

Here is a look back at the top M&A developments that affected deal-making last year and a look forward to our expectations for 2016…more

Biden Administration, Infrastructure, National Security, Outer Space

Emily Harrison

White House Unveils Its Priorities for Space Activities

The White House recently released the United States Space Priorities Framework, which highlights the Biden administration’s commitment to ensuring that the US maintains its leadership role in space. The framework identifies two…more

California, Department of Financial Protection and Innovation (DFPI), Diversity, Reporting Requirements, Venture Capital

Kathleen Hartnett

California’s Broad Venture Capital Diversity Reporting Law Amended to Now Take Effect in 2026

As we previously reported, in October 2023, California enacted SB 54, a law requiring venture capital (VC) firms with a nexus to California to report data regarding the diversity of the founding members of the portfolio…more

Beneficial Owner, Financial Industry Regulatory Authority (FINRA), Form ADV, Investment Adviser, Private Equity

Bernard Hatcher

Alert: Upcoming Regulatory Deadlines and Compliance Checklist for VC and PE Firms

This alert highlights near-term regulatory deadlines that commonly apply to venture capital and private equity firms. For a more detailed description of regulatory and contractual requirements that commonly apply to venture…more

CFTC, Department of Justice (DOJ), Discovery, Foreign Corrupt Practices Act (FCPA), White Collar Crimes

Ruth Hauswirth

DOJ Issues Further Guidance, Warnings on Ephemeral Messaging Apps

At the March 2023 American Bar Association National Institute on White Collar Crime, senior Department of Justice officials offered their most expansive guidance yet about the dangers of using ephemeral messaging for company…more

Class Action, Securities Fraud, Securities Litigation, Securities Violations

Patrick Hayden

On Remand, Texas District Court Concludes Fifth Circuit Dealt ‘Iatrogenic Blow’ to Securities Plaintiff, Dismisses Case

As discussed in a previous blog post, the US Court of Appeals for the Fifth Circuit issued a January 2023 decision that reversed the dismissal of a putative securities class action against Six Flags on the grounds that the…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Hiring & Firing, Non-Compete Agreements

Emma Healey

What’s New and What’s on the Horizon?

As we reported in October 2023, noncompete agreements continue to receive widespread scrutiny – a trend that has continued in the first quarter of 2024. In this update, we describe what you need to know about the latest…more

Cryptocurrency, Digital Assets, Popular, Securities Act of 1933, Securities and Exchange Commission (SEC)

Thomas Heiser

SDNY Rules Ripple’s XRP Token Was – and Was Not – a Security

On July 13, 2023, US District Judge Analisa Torres of the US District Court for the Southern District of New York ruled that Ripple Labs’ token, XRP, was a security when sold to institutional investors and not a security when…more

John Hemann

A Sword and A Shield: How SCOTUS Expert Testimony Rulings May Benefit Corporate Defendants

The US Supreme Court decided several criminal procedure cases during the 2023 – 2024 term – including Diaz v. United States, 144 S. Ct. 1727 (2024) and Smith v. Arizona, 144 S. Ct. 1785 (2024) – which have relevance and…more

Admissibility, Criminal Prosecution, Evidence, Expert Testimony, Expert Witness

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

Asa Henin

US Supreme Court: Pure Omissions Not Actionable Under Rule 10b-5(b)

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule…more

Borrowers, Coronavirus/COVID-19, Creditors, Infectious Diseases

Cathy Hershcopf

Alert: Guiding Borrowers and Creditors Through the Turbulence Created by COVID-19

The spread of COVID-19 is causing social and economic uncertainty for even the strongest companies. With the health and safety of those guiding decisions, and both short and long-term objectives in mind, we are assisting clients…more

Acquisitions, Foreign Direct Investment, Foreign Investment, National Security

Vlad Herta

Beyond Borders: A Guide for Navigating the European Regulatory Landscape

The heightened scrutiny M&A deals are encountering from various regulatory agencies in the US represents only part of the global regulatory regimes that cross-border dealmakers must navigate. European regulators have enacted –…more

Glass Lewis, Institutional Shareholder Services (ISS), Proxy Season, Securities and Exchange Commission (SEC), Shareholder Proposals

Asher Herzog

ISS and Glass Lewis Update 2024 Proxy Voting Policies

Institutional Shareholder Services (ISS) and Glass Lewis, the two most influential proxy advisory firms, recently released updates to their voting policies for the 2024 proxy season. The ISS US policy update will apply for…more

Lauren Hirsch

US Department of Justice Sues Live Nation and Ticketmaster

In summer 2023, fans of Taylor Swift made international headlines when they took to social media to express their outrage at the ticket-buying experience for “The Eras Tour.” Fans of many artists have expressed their strong…more

Event Tickets, Excessive Fees, Fees, Popular, Ticket Pricing

Crowdfunding, Equity Financing, JOBS Act, Securities Act of 1933, Securities and Exchange Commission (SEC)

Gordon Ho

Alert: SEC Invites the "Crowd" Into Equity Financing

On October 30, 2015, the Securities and Exchange Commission (the "SEC") adopted final rules ("Regulation Crowdfunding") and forms implementing the crowdfunding provisions of Title III of the Jumpstart Our Business Startups Act…more

Automatic Renewals, Cancellation Rights, Consumer Contracts, Contract Renewal, Contract Terms

Caroline Hobson

Government Reveals New Proposals for Incoming Subscription Contracts Regime Under DMCC Act

In our last update on the Digital Markets Competition and Consumer Act (DMCC Act), we outlined some of the key consumer protection enhancements set to come into force in the UK. In particular, the DMCC Act sets out new rules for…more

Disclosure Requirements, Insurance Industry, Investors, Venture Capital

Greg Hoffnagle

Alert: Three Potential Landmines for Insurtechs Becoming Full-Stack Insurance Companies

As funding in the insurtech vertical continues to surge and the current crop of insurtech companies grows and matures, a common dilemma facing the successful companies is whether to move from being just an insurance producer…more

Employee Benefits, Employee Incentive Plans, Employee Stock Purchase Plans, HMRC, Reporting Requirements

Paula Holland

UK Reporting for Share Plans With UK Participants Due 6 July, Change of EMI Option Notification Deadline as of 6 April

The deadline is approaching for the HM Revenue & Customs (HMRC) year-end reporting requirements for companies in the UK, US and elsewhere with share options and other share awards granted to – and share acquisitions by – UK…more

Carol Holley

Balancing Act: Navigating Privacy Challenges Under UK’s Online Safety Act 2023

The UK’s Online Safety Act (OSA) 2023, which became law on 26 October 2023, imposes extensive new obligations on certain types of online service providers, requiring them to protect their users by identifying, mitigating, and…more

Intellectual Property Protection, Patent Applications, Patents, Plant Patents, USPTO

Chris Holly

UPOV Releases Explanatory Notes Further Defining Protection for Essentially Derived Varieties

On October 27, 2023, the International Union for the Protection of New Varieties of Plants (UPOV) released its third set of explanatory notes on essentially derived variety (EDV) protection. In this alert, we provide a brief…more

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

Steven Holm

EU Adopts Long-Awaited Mandatory ESG Reporting Standards

In January 2023, the European Union adopted the Corporate Sustainability Reporting Directive (CSRD), which requires EU and non-EU companies with activities in the EU to file annual sustainability reports alongside their…more

Disclosure Requirements, GAAP, Regulation S-K, Securities and Exchange Commission (SEC), Smaller Reporting Companies

Austin Holt

SEC Adopts Long-Considered Pay-Versus-Performance Disclosure Rule

Background On August 25, 2022, the Securities and Exchange Commission (SEC) adopted pay-versus-performance rules (codified in Item 402(v) of Regulation S-K), 12 years after the Dodd-Frank Wall Street Reform and Consumer…more

Corporate Counsel, Corporate Governance, Disclosure Requirements, Publicly-Traded Companies, Reporting Requirements

Reid Hooper

SEC Reporting Implications for Publicly Traded Companies Impacted by CrowdStrike Defective Software Update

There are a number of US Securities and Exchange Commission (SEC) reporting implications arising from the server-related outages caused by CrowdStrike’s defective software update on July 19, 2024, and their impacts on public…more

Lila Hope

Blog: Cooley’s 2020 Life Sciences M&A Year in Review

General Trends in Life Sciences M&A - If 2019 was the year of life sciences mega-deals, 2020 was the year of COVID-19, as the global pandemic permeated every aspect of the dealmaking landscape, with the life sciences sector…more

Acquisitions, Biopharmaceutical, Coronavirus/COVID-19, Life Sciences, Mergers

Artificial Intelligence, Innovative Technology, Intellectual Property Protection, Inventions, Inventors

David Hopkins

Inventorship in the Age of AI

Generative artificial intelligence (AI) has become an essential tool in the drug discovery process. Trained with input regarding target engagement and desired pharmacological properties, or prompted to identify compounds that…more

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

Richard Hopley

Blog: The Supreme Court Takes up the Cause – The Judgment in the FCA COVID-19 Test Case on Business Interruption Insurance

On 15 January 2021, the Supreme Court handed down its judgment in the FCA COVID-19 test case, heard on a “leapfrog” appeal (bypassing the Court of Appeal) from the first instance decision of Lord Justice Flaux and Mr Justice…more

Board of Directors, Coronavirus/COVID-19, Corporate Governance, Disclosure Requirements, Infectious Diseases

Lynn Horwitz

Alert: COVID-19 Pandemic - Governance and Disclosure Considerations for Public Companies

The COVID-19 outbreak – now officially categorized by the World Health Organization as a global pandemic – has quickly developed into a historic public health crisis. As the response to the COVID-19 pandemic evolves and…more

Contract Terms, Coronavirus/COVID-19, Force Majeure Clause, Infectious Diseases, Performance Standards

David Houska

Alert: Applicability of Force Majeure and Related Doctrines in Response to COVID-19

COVID-19 has begun to impact virtually every aspect of global commerce. Governments are imposing increasingly stringent restrictions to fight the virus, and consumers and workers have begun to cancel plans and avoid public…more

Consumer Product Safety Act (CPSA), Consumer Product Safety Commission (CPSC), Corporate Counsel, Criminal Prosecution, Jury Trial

Matt Howsare

The Jury Has Spoken: Two Executives Convicted in Groundbreaking Consumer Product Safety Prosecution

In November 2023, a jury convicted two corporate executives of conspiracy and failure to report information about defective residential dehumidifiers as required by the Consumer Product Safety Act (CPSA). The jury verdict is…more

B&B Hardware v Hargis Industries, Issue Preclusion, Likelihood of Confusion, Popular, Registration

Brendan Hughes

Alert: Supreme Court Holds that Trademark Board Rulings on Confusion May Bind Later Infringement Litigation

The U.S. Supreme Court has ruled that Trademark Trial and Appeal Board ("TTAB") decisions on likelihood of confusion in disputes over registration may preclude relitigation of the issue in a later suit for trademark…more

Artificial Intelligence, EU, EU Directive, Technology Sector

Jamie Humphreys

New EU liability rules proposed for artificial intelligence

Alongside the proposed revision of the PLD (blogged here) the Commission recently published its proposal for a new “Directive on adapting non-contractual civil liability rules to artificial intelligence (AI Liability Directive)”…more

Gary Hunt III

Inundated With Requests Under New Jersey’s Daniel’s Law?

A flood of class action lawsuits have been filed against companies alleging violations of New Jersey’s Daniel’s Law. The statute – enacted after the son of a New Jersey federal judge was fatally shot by a disgruntled lawyer – is…more

Covered Person, Cybersecurity, Damages, Data Privacy, Data Protection

Antitrust Division, Antitrust Violations, Criminal Prosecution, Department of Justice (DOJ), No-Poaching

Grace Hunter

DOJ Secures First Criminal Conviction, Labor Agreement Scrutiny Increases Internationally

The Department of Justice (DOJ) Antitrust Division secured its first win in a criminal enforcement of labor market antitrust violations on October 27, 2022, when nurse staffing company VDA OC pleaded guilty to violating Section…more

Bryony Hurst

UK Online Safety Act: Ofcom Publishes First Codes of Practice

The first binding Codes of Practice under the UK’s Online Safety Act 2023 (OSA) have now been published, requiring those in scope to take immediate action to become compliant. In particular, it is now a legal duty to carry out…more

OFCOM, Online Platforms, Online Safety for Children, Risk Assessment, UK

Abstract Ideas, Computer-Related Inventions, Patent Trial and Appeal Board, Patent-Eligible Subject Matter, Patents

Christopher Hutter

Alert: USPTO Revised Patent Eligibility Guidelines Significantly Eases Path to Obtaining Computer-Related Patents

On January 7, 2019, the United States Patent and Trademark Office (USPTO) issued the 2019 Revised Patent Subject Matter Eligibility Guidance, a major update to the examination guidelines for evaluating whether a patent claim is…more

Borrowers, Coronavirus/COVID-19, Creditors, Infectious Diseases

Jay Indyke

Alert: Guiding Borrowers and Creditors Through the Turbulence Created by COVID-19

The spread of COVID-19 is causing social and economic uncertainty for even the strongest companies. With the health and safety of those guiding decisions, and both short and long-term objectives in mind, we are assisting clients…more

Altitude Express Inc v Zarda, Bostock v Clayton County Georgia, Civil Rights Act, EEOC v RG & GR Harris Funeral Homes, Employer Liability Issues

Elizabeth Inglis

Alert: US Supreme Court Recognizes Title VII Protections to LGBTQ Employees

On June 15, 2020, the Supreme Court of the United States "at last" issued a 6-3 decision in which it "did not hesitate" to extend protection under Title VII of the Civil Rights Act of 1964 to gay and transgender workers…more

Contract Terms, Coronavirus/COVID-19, Force Majeure Clause, Infectious Diseases, Performance Standards

Georgina Inglis

Alert: Applicability of Force Majeure and Related Doctrines in Response to COVID-19

COVID-19 has begun to impact virtually every aspect of global commerce. Governments are imposing increasingly stringent restrictions to fight the virus, and consumers and workers have begun to cancel plans and avoid public…more

Lila Inman

What is the Difference between 409A Valuations and Venture Capital Valuations?

Many are seeking ways to aid Florida’s devastated communities in the aftermath of Hurricane Ian. In our prior article, “Informed Giving During Times of Crises,” we described how the tools of the tax lawyer can assist in making…more

Fair Market Value, Section 409A, Stock Options, Valuation, Venture Capital

Corporate Governance, Diversity, Diversity and Inclusion Standards (D&I), Venture Capital

Julia Irwin

11th Circuit Fearless Fund Ruling Raises Questions About Future of Race-Conscious Corporate DEI and Philanthropic Initiatives

On June 3, 2024, the US Court of Appeals for the 11th Circuit ordered entry of a preliminary injunction blocking venture capital firm Fearless Fund from administering a grant program through its philanthropic foundation for…more

Alexander Israel

Navigating the New European Commission’s M&A Landscape: What In-House Counsel Need To Know

As the new European Commission (EC) assumes office for the 2024 – 2029 term, in-house legal counsel across industries must brace for an evolving regulatory environment that promises to influence the landscape of mergers and…more

Acquisitions, Competition, EU, European Commission, Mergers

James Jackson

Blog: Employee Share Option Plans in Singapore

After you set up your new company, one of the first legal documents you will be thinking about is an incentive equity plan, sometimes referred to as an “option plan” or an “ESOP”. This is key to motivating early employees, who…more

Employee Benefits, ESOP, Incentives, Singapore, Vesting

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

Craig Jacoby

Alert: PPP Loan Forgiveness Application Released

As has been much discussed, loan forgiveness is a key feature of the CARES Act’s Paycheck Protection Program (PPP) administered by the Small Business Administration (SBA), but there has been little clarity regarding the process…more

Contract Formation, Counterparties, Export Controls, Intellectual Property Protection, Tax Liability

Len Jacoby

Considerations for US Companies Contracting Abroad

There are many reasons why your company might consider entering into contracts with counterparties in a country where you do not currently have a presence. Perhaps you are expanding into a new geographical market, have…more

Corporate Counsel, Foreign Assets, Insurance Industry, Office of Foreign Assets Control (OFAC), Policy Exclusions

Robert Jacques

War and Office of Foreign Assets Control Exclusions: Insurance Policy Language Matters

Nearly two weeks into the Russian invasion of Ukraine, numerous companies are focused on how the war might impact their business, including their insurance coverage. This advisory provides a high-level overview of two types of…more

Antitrust Provisions, Competition, Corporate Counsel, Enforcement Actions, Federal Trade Commission (FTC)

Tanisha James

Bedoya Confirmation Puts Democrats Back in Control of Privacy, Antitrust Enforcement at FTC

On May 16, 2022, eight months after President Joe Biden announced his intention to nominate Alvaro Bedoya to serve as a commissioner of the Federal Trade Commission, Bedoya was sworn in. The FTC includes five commissioners –…more

Rick Jantz

Recent Release of Updated Procedures for Section 355 Private Letter Rulings

The US Department of the Treasury (Treasury Department) and the IRS recently released Revenue Procedure 2024-24 (Revenue Procedure) and Notice 2024-38 (Notice) establishing revised standards and procedures for taxpayers seeking…more

Internal Revenue Code (IRC), IRS, Section 355, Spinoffs, U.S. Treasury

DE Supreme Court, Delaware General Corporation Law, Forum Selection, Securities Act of 1933, Securities Litigation

Eric Jensen

Alert: Delaware Supreme Court Upholds Exclusive Federal Forum Charter Provisions

On Wednesday, in Salzberg v. Sciabacucchi, the Delaware Supreme Court unanimously held that charter provisions designating the federal courts as the exclusive forum for '33 Act claims are "facially valid," thereby reversing the…more

Tina Jensen

Unanimous Supreme Court Decision Limits Scope of Direct Listing Lawsuits

The US Supreme Court unanimously ruled that a shareholder suing under Section 11 of the Securities Act of 1933 must demonstrate that their shares are traceable to the allegedly misleading registration statement – a holding that…more

Direct Listing, SCOTUS, Section 11, Securities Act of 1933, Slack

Employer Liability Issues, Hiring & Firing, Layoff Notices, Layoffs, Notice Requirements

Jane Jeong

New York State Amends Its WARN Act Regulations

At the end of June 2023, the New York Department of Labor (DOL) issued final amended regulations to the state’s Worker Adjustment and Retraining Notification (NY WARN) Act. The amendments, which are now effective, impose…more

Xia Jiang

PRC’s New Efforts to Facilitate Data Trading: Shanghai Data Exchange Kicks Off Trading

The new year ushered in a new way to commoditize personal data: the Shanghai Data Exchange (SDE). With the Personal Information Protection Law (PIPL) becoming effective on November 1, 2021 – as well as the Data Security Law…more

China, Cybersecurity, Data Privacy, Data Protection, Data Security

Disclosure Requirements, HKEx, Hong Kong, Hong Kong Securities and Futures Commission (HKSFC), Hong Kong Stock Exchange

Ethan Jin

SFC and HKEX Release Joint Statement on Enhanced Time Frame for New Listing Application Process

Key points/Q&A Over the years, the Securities and Futures Commission (SFC) and the Stock Exchange of Hong Kong Limited (HKEX) have made continuous efforts to enhance the application process for new listing applications,…more

Matthew Johnson

US Legislative Developments in Children’s Privacy

“It’s time to strengthen privacy protections, ban targeted advertising to children, [and] demand tech companies stop collecting personal data on our children.” – President Joe Biden, State of the Union, March 1, 2022..…more

COPPA, Corporate Counsel, Cybersecurity, Data Collection, Data Privacy

Alicia Johnson-Cole

UK Online Safety Act: Ofcom Publishes First Codes of Practice

The first binding Codes of Practice under the UK’s Online Safety Act 2023 (OSA) have now been published, requiring those in scope to take immediate action to become compliant. In particular, it is now a legal duty to carry out…more

OFCOM, Online Platforms, Online Safety for Children, Risk Assessment, UK

Harriet Jones

Contractual Dispute Resolution Procedure as a Condition Precedent: Clarity is Key

Contractual dispute resolution mechanisms intended to avoid or narrow formal disputes through early dialogue are popular, particularly in long-term contracts…more

Contract Disputes, Contract Terms, Dispute Resolution, UK

Jack Jones

UK Government Sets Tax Agenda

On October 30, 2024, the Labour government delivered its first Budget since assuming power in July 2024. The Budget is the main annual fiscal event in the UK, and yesterday’s announcements were an important opportunity for the…more

International Tax Issues, Sales Tax, Tax Liability, Tax Planning, UK

Mark Jones

Alert: Brexit and its Impact on English Jurisdiction Clauses

Clauses conferring jurisdiction on the English courts are often included in cross-border contracts, even in cases where the parties have little or no connection with England. There are many reasons for this, including the…more

EU, Jurisdiction, Member State, UK, UK Brexit

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

Vicky Kandabarow

Cooley’s 2022 Tech M&A Year in Review

Tech M&A in 2022 was a tale of two halves. The year started off with a bang, with mega-deals such as Microsoft’s pending $69 billion acquisition of Activision Blizzard, Elon Musk’s $44 billion acquisition of Twitter and…more

Estoppel, Inter Partes Review (IPR) Proceeding, Patent Litigation, Patents

Deepa Kannappan

Alert: N.D. Cal. Expands Scope of IPR Estoppel Post-SAS Institute, Provides Rare Guidance for IPRx Estoppel

Inter partes review (IPR) estoppel - Before the Supreme Court's decision in SAS Institute v. Iancu (2018), the Northern District of California was part of a minority of district courts that did not apply 35 U.S.C. § 315(e)(2)…more

Cyber Incident Reporting, Cybersecurity, Disclosure Requirements, Final Rules, Form 10-K

Natalie Karam

SEC Adopts Comprehensive Cybersecurity Disclosure Requirements

On July 26, 2023, the Securities and Exchange Commission (SEC) voted at an open meeting to adopt final rules to mandate standardized cybersecurity disclosures by public companies. The final rules will..…more

Class Action, Securities Fraud, Securities Litigation, Securities Violations

Adam Katz

On Remand, Texas District Court Concludes Fifth Circuit Dealt ‘Iatrogenic Blow’ to Securities Plaintiff, Dismisses Case

As discussed in a previous blog post, the US Court of Appeals for the Fifth Circuit issued a January 2023 decision that reversed the dismissal of a putative securities class action against Six Flags on the grounds that the…more

Abusive Acts, Consumer Financial Products, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Enforcement Actions

Katherine Brockway Katz

CFPB Issues Policy Statement on CFPA’s Prohibition on ‘Abusive’ Conduct

On April 3, 2023, the Consumer Financial Protection Bureau released a policy statement articulating a new framework for analyzing conduct that it considers “abusive” in violation of federal law. The CFPB until now has provided…more

Rachel Katz

Representation and Warranty Insurance for M&A Deals: Cooling Market and Emerging Trends

While representation and warranty (R&W) insurance continues to be used across a broad range of M&A transactions, its use has cooled as dealmakers navigate challenging market conditions. Even for deals that are getting done, a…more

Acquisitions, Insurance Industry, Mergers, Policy Exclusions, Policy Terms

Acquired Distinctiveness, Appeals, Booking.com, Domain Name Registration, Domain Names

Rose Kautz

Alert: US Supreme Court Affirms “Generic.com” Trademarks Eligible for Protection

On June 30, 2020, the United States Supreme Court decided United States Patent and Trademark Office et al. v. Booking.com B. V., handing down an important decision for those who have invested in a dot-com brand. The issue in…more

Natasha Kaye

UK Government Sets Tax Agenda

On October 30, 2024, the Labour government delivered its first Budget since assuming power in July 2024. The Budget is the main annual fiscal event in the UK, and yesterday’s announcements were an important opportunity for the…more

International Tax Issues, Sales Tax, Tax Liability, Tax Planning, UK

Disclosure Requirements, Foreign Private Issuers, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

Katie Kazem

Update: Proposed Repeal of Section 16 Exemption for FPIs Dropped

Earlier this year, we wrote about a proposal buried within the Senate version of the National Defense Authorization Act for Fiscal Year 2024 that would effectively make insiders of foreign private issuers (FPIs) subject to both…more

Controlling Stockholders, Financial Conduct Authority (FCA), Financial Services Industry, Initial Public Offering (IPO), Shareholders' Agreements

Claire Keast-Butler

FCA Publishes Final UK Listing Rules

The UK Financial Conduct Authority (FCA) published a policy statement (PS24/6) on 11 July 2024 setting out the final policy position and UK listing rules (final rules) for a new, simplified and more competitive UK listing…more

America Invents Act, Broadest Reasonable Interpretation Standard, Cuozzo Speed Technologies v Lee, Inter Partes Review (IPR) Proceeding, SCOTUS

Heidi Keefe

Alert: Supreme Court's Cuozzo Decision Signals PTO Invalidity Proceedings Here to Stay

The Supreme Court issued a decision this week that is significant for all companies that operate in patent-intensive industries. In Cuozzo Speed Technologies, LLC v. Lee, — S.Ct. — (2016), the Supreme Court considered the…more

David Kendall

Blog: Mortgagee Bank Scuttled

It is rare for insurers to succeed in refusing to pay out because the insured ship was scuttled. The burden of proof on the insurers is high and the evidence may be at the bottom of the sea. The “BRILLANTE VIRTUOSO” ((1) Suez…more

Banks, Financial Institutions, Insurance Industry, Insurance Litigation, UK

Acquisitions, Board of Directors, Corporate Governance, Mergers, Publicly-Traded Companies

Jason Kent

Apples, Oranges and Lemonade: Pursuing Multiple Strategic Alternatives in the Public Company Boardroom

In all economic cycles, engaged public company boards and management teams do their homework on the wide range of potential strategic opportunities. In the current market environment, however, we have observed that an increasing…more

Controlled Substances, Coronavirus/COVID-19, DEA, Department of Health and Human Services (HHS), Telehealth

Wyatt Kernell

DEA/HHS Telemedicine Prescribing of Controlled Substances Extension

On November 15, 2024, the US Drug Enforcement Agency (DEA) and the Department of Health and Human Services (HHS) jointly issued a temporary rule, which extends the current flexibilities relating to prescribing controlled…more

Acquisitions, Federal Trade Commission (FTC), Initial Public Offering (IPO), Life Sciences, Mergers

Charlie Kim

Cooley’s 2022 Life Sciences M&A Year in Review

Although 2022 saw a general decline in M&A activity in the life sciences industry compared to 2021’s frenetic pace (when deal volume was up 52% from 2020), life sciences deal flow in 2022 on balance remained strong despite the…more

Consumer Financial Protection Bureau (CFPB), Data Collection, Data Harvesting, Financial Services Industry, Payment Systems

Jonathan Kim

CFPB Requests Information on Payment System Plans and Practices of Large Technology Companies

The Consumer Financial Protection Bureau (CFPB) released a statement on October 21, 2021, announcing that it has ordered six of the largest US technology companies that operate payment systems to turn over information about…more

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Sara Kim

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

Deduction Limitations, Executive Compensation, Internal Revenue Code (IRC), IRS, Publicly-Traded Companies

Soo Kim

Alert: IRS Issues Guidance on Amended Section 162(m) Rules

On Tuesday, the IRS issued widely-anticipated guidance regarding certain amendments that were made by the Tax Cuts and Jobs Act to Section 162(m) of the Internal Revenue Code. Under Section 162(m), compensation paid to a…more

Foreign Investment, Investment, Investors, National Security

Christopher Kimball

Outbound Investment Security Program: Final Rule

On October 28, 2024, the US Department of the Treasury issued final regulations implementing the Executive Order on Addressing United States Investments in Certain National Security Technologies and Products in Countries of…more

Katelyn Kimber

Q3 2024 Venture Financing Report – Interview With Asad Khaliq

Key insights from Asad Khaliq On the most exciting advancements in technology right now: “Cybersecurity is unique in that progress is driven not just by technological improvements, but also by threat actors … Another area…more

Entrepreneurs, Investment, Investors, Startups, Venture Capital

Foreign Investment, Investment, Investors, National Security

Kevin King

Outbound Investment Security Program: Final Rule

On October 28, 2024, the US Department of the Treasury issued final regulations implementing the Executive Order on Addressing United States Investments in Certain National Security Technologies and Products in Countries of…more

Antitrust Provisions, Banks, Department of Justice (DOJ), Mergers

Nicollette Kirby

DOJ’s Top Antitrust Official Turns Spotlight on Broadened Scope of Bank Merger Enforcement

In the wake of major bank failures in the US, the Department of Justice (DOJ) has signaled that it plans to step up antitrust enforcement of bank mergers. In June 2023, the DOJ’s Assistant Attorney General for Antitrust Jonathan…more

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

Samantha Kirby

US Supreme Court: Pure Omissions Not Actionable Under Rule 10b-5(b)

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule…more

Beneficial Owner, Filing Deadlines, Investors, Reporting Requirements, Schedule 13D

Justin Kisner

SEC Adopts Amendments to Beneficial Ownership Reporting Rules: What Investors Need To Know

On October 10, 2023, the Securities and Exchange Commission (SEC) adopted amendments to Regulation 13D – G under the Securities Exchange Act of 1934, as amended (Exchange Act), which govern the beneficial ownership reporting…more

Borrowers, Coronavirus/COVID-19, Creditors, Infectious Diseases

Benjamin Kleine

Alert: Guiding Borrowers and Creditors Through the Turbulence Created by COVID-19

The spread of COVID-19 is causing social and economic uncertainty for even the strongest companies. With the health and safety of those guiding decisions, and both short and long-term objectives in mind, we are assisting clients…more

COPPA, Cybersecurity, Data Protection, Data Security, Federal Trade Commission (FTC)

Kristopher Kleiner

Cybersecurity in the US

As our world becomes increasingly digital, the importance of cybersecurity has never been more critical. In the first blog post in our series for Cybersecurity Awareness Month, we explored the cybersecurity regulatory efforts…more

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

Meredith Klionsky

Cooley’s 2022 Tech M&A Year in Review

Tech M&A in 2022 was a tale of two halves. The year started off with a bang, with mega-deals such as Microsoft’s pending $69 billion acquisition of Activision Blizzard, Elon Musk’s $44 billion acquisition of Twitter and…more

Mike Klisch

Back to Basic: The Supreme Court Revisits a Landmark Securities Case and Eases Its Impact on Defendants

On June 23, the Supreme Court issued its much-awaited decision in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317 (U.S. June 23, 2014). The Court declined Halliburton's invitation to eliminate the fraud-on-the-market…more

Basic v Levinson, Class Certification, Fraud, Fraud-on-the-Market, Halliburton

Intellectual Property Protection, Patent Applications, Patents, Plant Patents, USPTO

Daniel Knauss

UPOV Releases Explanatory Notes Further Defining Protection for Essentially Derived Varieties

On October 27, 2023, the International Union for the Protection of New Varieties of Plants (UPOV) released its third set of explanatory notes on essentially derived variety (EDV) protection. In this alert, we provide a brief…more

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

David Knobel

AI Act Enters Into Force

On 12 July 2024, the long-awaited Artificial Intelligence Act (AI Act) was published in the Official Journal of the European Union (OJEU), meaning that 20 days from this date it will enter into force and will apply from 2 August…more

California, California Privacy Protection Agency (CPPA), Consumer Privacy Rights, Cybersecurity, Data Brokers

Richard Koch

CPPA Adopts Data Broker Registration Regulations, Begins Delete Act Enforcement

On November 9, 2024, the five-person board of the California Privacy Protection Agency (CPPA) voted unanimously to adopt the proposed Data Broker Registration regulations without modifications. The new regulations seek to…more

Clinical Trials, EU, European Medicines Agency (EMA), Life Sciences, Pharmaceutical Industry

Jessica Koffel

EMA Adopts Revised CTIS Transparency Rules

On 5 October 2023, the European Medicines Agency (EMA) adopted revised transparency rules for the publication of information on clinical trials submitted through the Clinical Trials Information System (CTIS). The CTIS plays a…more

Jonas Koponen

Navigating the New European Commission’s M&A Landscape: What In-House Counsel Need To Know

As the new European Commission (EC) assumes office for the 2024 – 2029 term, in-house legal counsel across industries must brace for an evolving regulatory environment that promises to influence the landscape of mergers and…more

Acquisitions, Competition, EU, European Commission, Mergers

Acquisitions, Life Sciences, Mergers, Pharmaceutical Industry

Barbara Kosacz

Blog: Cooley's 2019 Life Sciences M&A Year in Review

2019 was a banner year for billion-dollar life sciences M&A transactions. A wave of big-ticket transactions by global pharmaceutical companies drove life sciences M&A activity to its fourth-largest year on record in 2019, with…more

Banking Sector, Banks, Consumer Financial Protection Bureau (CFPB), EFTA, Financial Institutions

Joshua Kotin

CFPB Issues Final Rule Limiting Overdraft Fees at Large Banks, Treats Overdraft as Credit

On December 12, 2024, the Consumer Financial Protection Bureau (CFPB) issued a final rule that treats covered overdraft services offered by banks with more than $10 billion in assets (large banks) as credit, bringing them for…more

Board of Directors, Corporate Governance, Environmental Social & Governance (ESG), Greenhouse Gas Emissions, Initial Public Offering (IPO)

Erin Kravitz

Alert: ISS Releases Results of 2021 Policy Surveys

Background - This alert summarizes the results from ISS’s 2021 policy surveys, which were released on October 1, 2021. As we explained in our previous alert, ISS collects information each year from institutional shareholders,…more

CFTC, Department of Justice (DOJ), Discovery, Foreign Corrupt Practices Act (FCPA), White Collar Crimes

Matthew Krengel

DOJ Issues Further Guidance, Warnings on Ephemeral Messaging Apps

At the March 2023 American Bar Association National Institute on White Collar Crime, senior Department of Justice officials offered their most expansive guidance yet about the dangers of using ephemeral messaging for company…more

Eerik Kukebal

UK Government Sets Tax Agenda

On October 30, 2024, the Labour government delivered its first Budget since assuming power in July 2024. The Budget is the main annual fiscal event in the UK, and yesterday’s announcements were an important opportunity for the…more

International Tax Issues, Sales Tax, Tax Liability, Tax Planning, UK

Acquisitions, Cybersecurity, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

Rishab Kumar

Cooley’s 2021 Tech M&A Year in Review

General trends in tech M&A Hello, (virtual) world once again! Despite everyone’s efforts in 2021, including the rollout of vaccines and varying rounds of lockdowns and work-from-home mandates, a true “return to normal” for M&A…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), Non-Prosecution Agreements, Pilot Programs

Matthew Kutcher

EDNY Launches New Whistleblower Non-Prosecution Pilot Program

On September 17, 2024, the US Attorney’s Office for the Eastern District of New York (EDNY) announced a new pilot program that offers non-prosecution agreements (typically referred to as NPAs) to individuals who voluntarily…more

California, Department of Financial Protection and Innovation (DFPI), Diversity, Reporting Requirements, Venture Capital

Allison Kutner

California’s Broad Venture Capital Diversity Reporting Law Amended to Now Take Effect in 2026

As we previously reported, in October 2023, California enacted SB 54, a law requiring venture capital (VC) firms with a nexus to California to report data regarding the diversity of the founding members of the portfolio…more

California, Employer Liability Issues, Employment Contract, Governor Newsom, Non-Compete Agreements

Daniel Lac

Immediate Obligations for Employers With Noncompete, Customer Nonsolicitation Provisions for California Employees

A new California law, Assembly Bill 1076, requires employers to provide notice to certain current and former employees by February 14, 2024, if their employment agreements contain provisions unenforceable under California law…more

Copyright, Intellectual Property Protection, Office of Foreign Assets Control (OFAC), Patent Applications, Russia

Carol Laherty

Update on Protecting Intellectual Property in Russia

As noted in our client alert on April 20, 2022, Cooley continues to monitor the ever-changing situation in Russia and Ukraine following Russia’s invasion of Ukraine in February 2022. Provided below is an update regarding recent…more

Department of Justice (DOJ), Dismissals, False Claims Act (FCA), FRCP 41, Qui Tam

Julianne Landsvik

US Supreme Court to Review Department of Justice Dismissal Authority

On June 21, 2022, the Supreme Court agreed to review a US Court of Appeals for the Third Circuit decision holding that the federal government’s ability to dismiss False Claims Act (FCA) lawsuits is controlled by Federal Rule of…more

Antitrust Provisions, Competition, Purchase Agreement, Research and Development

Jan Lang

Considerations for Companies Seeking Competitor Collaborations

There are many legitimate reasons why your company may wish to collaborate with one of its competitors. You may, for example, want to enter into an agreement with your competitor to develop a new product. Collaboration between…more

Intellectual Property Protection, Obviousness-Type Double Patenting (ODP), Patent Term Adjustment, Patent Term Extensions, Patent Trial and Appeal Board

Matthew Langer

Federal Circuit’s In re Cellect Decision Deals Blow to Patent Term Adjustment

The US Court of Appeals for the Federal Circuit’s recent decision in In re Cellect confirmed that, when considering whether a reference patent invalidates for obviousness-type double patenting (ODP) a patent having a term that…more

Artificial Intelligence, Authorship, Copyright, Intellectual Property Protection, The Copyright Act

Judd Lauter

District Court Confirms ‘Human Authorship’ Requirement, Sets Copyright Boundary for AI-Generated Works

On August 18, 2023, Judge Beryl A. Howell of the US District Court for the District of Columbia issued a first-of-its-kind federal court decision in Thaler v. Perlmutter, et al., agreeing with the US Copyright Office that works…more

John Lavoie

FCC Digital Discrimination Rules Will Affect Landlords, Building Owners, Contractors

Having access to reliable broadband internet service has become critical as consumers and small businesses rely on the internet for everyday tasks. To help meet that need, Congress, as part of the Infrastructure Investment and…more

Broadband, FCC, Internet, Landlords, Telecommunications

Board of Directors, Corporate Governance, Cybersecurity, Proposed Legislation, Publicly-Traded Companies

Brian Leaf

Alert: New Bill Targets Cybersecurity Expertise on Boards of Directors

On December 17, 2015, Senators Jack Reed (D-RI) and Susan Collins (R-Maine) introduced, S2410, the Cybersecurity Disclosure Act of 2015, which would require public companies to disclose what cybersecurity expertise their Board…more

Artificial Intelligence, Bots, Continuing Legal Education, Deep Fake, Disclosure Requirements

Kristin Leavy

[Webinar] AI Talks series: AI + Regulatory - January 10th, 9:30 am - 10:30 am PST

This session will cover ways to navigate the US, European Union and UK regulatory and legislative risks of AI, including strategies for engaging with policymaking bodies and analyzing the business impacts of legislation and…more

B2B Transactions, B2C, Cancellation Rights, Disclosure Requirements, Federal Trade Commission (FTC)

Travis LeBlanc

FTC Finalizes Negative Option Rule Governing Subscriptions and Trial Offers

The Federal Trade Commission (FTC) has released its long-anticipated Negative Option Rule. The rule defines a negative option feature as “a provision of a contract under which the consumer’s silence or failure to take…more

Calvin Lee

IRS Publishes Proposed Regulations on Stock Buyback Excise Tax

On April 12, 2024, the US Department of the Treasury and the IRS published proposed regulations (89 FR 25980 and 89 FR 25829, the “Proposed Regulations”) on the application of Section 4501, which imposes a 1% excise tax on…more

Excise Tax, IRS, Proposed Regulation, Share Buybacks, Stock Repurchases

Corporate Counsel, Corporate Governance, Disclosure Requirements, Publicly-Traded Companies, Reporting Requirements

Christian Lee

SEC Reporting Implications for Publicly Traded Companies Impacted by CrowdStrike Defective Software Update

There are a number of US Securities and Exchange Commission (SEC) reporting implications arising from the server-related outages caused by CrowdStrike’s defective software update on July 19, 2024, and their impacts on public…more

Acquisitions, Locked-Box Deals, Mergers, Purchase Price, Purchase Price Adjustment

Gwenlynne Lee

Locking the Box in Private M&A Transactions – Myths and Facts

Purchase price adjustment mechanisms are common in private M&A transactions to determine the final price to be paid by the buyer. However, the manner in which the price adjustment is achieved varies by jurisdiction. In the US,…more

Jasmine Lee

Department of Education Announces Extension to FVT/GE Reporting Timeline

The US Department of Education (ED) recently announced a revised timeline for the implementation of the new Financial Value Transparency and Gainful Employment regulations (FVT/GE Rule). Despite two prior extensions, the…more

Dear Colleague Letter, Department of Education, FAFSA, Financial Aid, Students

Fund Managers, General Partner, Limited Partnerships, Venture Capital

Pang Lee

GP-Led Secondary Transactions and Continuation Funds

Secondary transactions led by a general partner (GP) have gained significant traction as an alternative liquidity solution for venture capital managers “managing out” their older vintage funds with valuable – but often illiquid…more

Cooperative Compliance Regime, Department of Justice (DOJ), Electronic Communications, Securities and Exchange Commission (SEC), Text Messages

Randall Lee

Considering Texting About Work? Beware.

As the rise in remote work has led to an increased reliance on mobile devices to stay connected – with cellphones at our fingertips virtually 24/7 – the use of third-party messaging applications to communicate about work has…more

Antitrust Provisions, Competition, Corporate Counsel, Department of Justice (DOJ), Federal Trade Commission (FTC)

Richard Lee

DOJ Hits Venue Services Group With $3.5 Million HSR Gun-Jumping Penalty

The US Department of Justice (DOJ) filed a complaint and proposed consent decree alleging that Legends Hospitality Parent Holdings prematurely acquired beneficial ownership – often referred to as “gun jumping” – in connection…more

Fund Managers, General Partner, Limited Partnerships, Venture Capital

Xander Lee

GP-Led Secondary Transactions and Continuation Funds

Secondary transactions led by a general partner (GP) have gained significant traction as an alternative liquidity solution for venture capital managers “managing out” their older vintage funds with valuable – but often illiquid…more

Acquisitions, Artificial Intelligence, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

Jamie Leigh

Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51%…more

Corporate Governance, Glass Lewis, Institutional Shareholder Services (ISS), Shareholder Proposals, Shareholders

Kelsie Leigh Harris

ISS Opens Survey for 2023 Policy Changes; Glass Lewis Seeks Informal Feedback

ISS Policy Survey - Toward the end of each year, Institutional Shareholder Services updates its proxy vote recommendation policies for meetings held on or after February 1 of the following year. As part of that process, ISS…more

Biotechnology, Capital Markets, Consumer Price Index, Financing, Initial Public Offering (IPO)

Evan Leitner

Navigating the Downturn: Biotech Financing Trends

Key takeaways - In 2022, markets have exhibited volatility and general weakness across the board, in part due to inflation and corresponding interest rate hikes. As a result, equity capital markets have had their slowest…more

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Eileen Leman

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

Biologics, Clinical Trials, Food and Drug Administration (FDA), Life Sciences, Medical Devices

Natasha Leskovsek

FDA Finalizes Guidance on Use of Part 11 Electronic Systems, Records and Signatures in Clinical Investigations

On October 1, 2024, the US Food and Drug Administration (FDA) finalized its guidance on the use of electronic records in clinical investigations of drugs, devices, biologics, foods, tobacco products and new animal drugs. The…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), Non-Prosecution Agreements, Pilot Programs

Tara Levens

EDNY Launches New Whistleblower Non-Prosecution Pilot Program

On September 17, 2024, the US Attorney’s Office for the Eastern District of New York (EDNY) announced a new pilot program that offers non-prosecution agreements (typically referred to as NPAs) to individuals who voluntarily…more

Controlled Substances, Coronavirus/COVID-19, DEA, Department of Health and Human Services (HHS), Telehealth

Sunny Levine

DEA/HHS Telemedicine Prescribing of Controlled Substances Extension

On November 15, 2024, the US Drug Enforcement Agency (DEA) and the Department of Health and Human Services (HHS) jointly issued a temporary rule, which extends the current flexibilities relating to prescribing controlled…more

Algorithms, Artificial Intelligence, Employer Liability Issues, Employment Discrimination, Equal Employment Opportunity Commission (EEOC)

Elizabeth Lewis

Key Principles From EEOCs Latest Guidance on Employers Use of AI Tools

Recently, the US Equal Employment Opportunity Commission (EEOC) made clear that it intends to make discrimination caused by artificial intelligence (AI) tools an enforcement priority over the next four years. This enforcement…more

Mary Maher Lewis

Year-End Tasks for US Employers Facing Compliance Obligations

In recent years, we have seen numerous notable employment and labor law developments annually, and 2023 was no exception. As the year comes to a close, US employers should take time to prepare for 2024 by reviewing their key…more

Employee Handbooks, Employer Liability Issues, Employment Policies, NLRA, NLRB

Joyce Li

Cooley’s 2023 Life Sciences M&A Year in Review: Potent Mix of Creativity and Resilience Spurs Activity Heading Into 2024

In a subdued year for global M&A, deal-making in the life sciences industry came in waves, with a busy fourth quarter generating cautious optimism heading into 2024. While the year saw an overall decline in M&A activity (down…more

Life Sciences, Mergers, Popular, Publicly-Traded Companies, Reverse Mergers

Acquisitions, Contract Termination, Contract Terms, Corporate Counsel, Merger Agreements

Sarah Lightdale

Diving Into Delaware’s Enforcement of Specific Performance in M&A Transactions

Most M&A agreements include specific performance provisions that allow either party, under certain circumstances, to seek to have a court force the other party to comply with its contractual obligations. In M&A deals, a specific…more

Acquisitions, Artificial Intelligence, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

James Lin

Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51%…more

Intellectual Property Protection, IPEC, UK

Andrew Linch

Intellectual Property Enterprise Court: Doffing the Cap to Recoverable Costs

The rules governing costs in the UK’s Intellectual Property Enterprise Court (IPEC) have been updated for the first time since the birth of IPEC in 2013. In this blog post we look at what has changed, and what the changes…more

James Linfield

Who Is a “Founder”?

Bestowing the title of “Founder” does not itself give the Founder any special legal rights because the title “Founder” has no independent legal meaning. Whatever rights a Founder may have are defined by the agreements entered…more

Entrepreneurs

Buy Now Pay Later (BNPL), Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Financial Services Industry

Cailin Liu

CFPB Doubles Down on Buy Now, Pay Later Interpretive Rule in New FAQs

On September 18, 2024, the Consumer Financial Protection Bureau (CFPB) published a compliance aid to its May 2024 interpretive rule, which classifies certain providers of buy now, pay later (BNPL) products as card issuers under…more

Commercial Leases, Commercial Tenants, Coronavirus/COVID-19, Force Majeure Clause, Infectious Diseases

Dennis Liu

Alert: COVID-19 Considerations for Landlords and Tenants

Companies everywhere are working diligently to analyze potential risks during these challenging times. The growing number of business disruptions and state-ordered shutdowns in the wake of the COVID-19 pandemic is putting a…more

Zixiang Liu

PRC’s New Efforts to Facilitate Data Trading: Shanghai Data Exchange Kicks Off Trading

The new year ushered in a new way to commoditize personal data: the Shanghai Data Exchange (SDE). With the Personal Information Protection Law (PIPL) becoming effective on November 1, 2021 – as well as the Data Security Law…more

China, Cybersecurity, Data Privacy, Data Protection, Data Security

Disclosure Requirements, Financial Statements, MD&A Statements, Regulation S-K, Securities and Exchange Commission (SEC)

Sam Livermore

Alert: SEC Proposes to Modernize MD&A and Other Financial Disclosures

The SEC has issued a new proposal, part of the Disclosure Effectiveness Initiative, to simplify and modernize Management's Discussion and Analysis of Financial Condition and Results of Operations and the other financial…more

Carolina Ljungwaldh

Online Safety Act Update: Ofcom Proposes Categorisation Thresholds

On 25 March 2024, the UK Office of Communications (Ofcom) published its research and advice to the Secretary of State (SoS) on the threshold conditions that it considers appropriate to determine whether a service falls into…more

Cybersecurity, Data Privacy, Data Protection, OFCOM, Online Platforms

Cybersecurity, Data Privacy, Data Protection, Data Security, Health Care Providers

Bethany Lobo

Washington State’s My Health My Data Act FAQ, Part Three – Enforcement Risks

In Part Three of our FAQ series on Washington state’s My Health My Data (MHMD) Act, we answer questions related to the MHMD Act’s enforcement risks – including the much-feared private right of action…more

Investors, Loss Causation, Securities and Exchange Commission (SEC), Securities Exchange Act, Securities Fraud

Daniel Lockaby

Eleventh Circuit Reiterates Loss Causation not a Given at Pleading Stage

Securities class action plaintiffs and defendants often disagree about the degree of difficulty to plead loss causation at the motion to dismiss phase. The US Court of Appeals for the Eleventh Circuit recently shed some light on…more

Employer Liability Issues, Job Applicants, Pay Transparency, State Labor Laws, Wage and Hour

Joseph Lockinger

Garden State Employers Have New Pay Transparency Obligations Effective June 1, 2025

New Jersey has become the latest state to enact a new pay transparency law for employers, following Gov. Phil Murphy’s signature enacting SB 2310. As detailed below, the bill requires pay range disclosures in job postings for…more

John Logan

Alert: When Will Video Game Software Need to Meet FCC Accessibility Requirements?

Since 2010, equipment and technology that allow consumers to communicate with each other using "advanced communications services" (ACS) has been required to provide access for consumers with disabilities. For video games, this…more

Accessibility Rules, FCC, Software Developers, Video Games, Waivers

Jeff Lombard

US Supreme Court to Hear Direct Listing Appeal

On December 13, 2022, the US Supreme Court granted Slack’s petition for a writ of certiorari, which urged the Court to review the Ninth Circuit’s ruling that shareholders in a direct listing have standing to sue under Sections…more

Direct Listing, SCOTUS, Section 11, Securities Act of 1933, Slack

Patrick Loofbourrow

Blog: Q4 2019 Quarterly VC Update: Nisa Leung on the State of Venture Capital Investing

In conjunction with our Q4 Venture Financing Report, I sat down with Nisa Leung from Qiming Venture Partners to get her take on the state of venture capital investing. It is worth acknowledging that at the time of drafting the…more

China, Initial Public Offering (IPO), Investment, Investors, Venture Capital

Andrew Love

Consideration for Call Option Held Not To Be Turnover

In Aymes International Ltd v. Nutrition4U BV, the Court of Appeal held that the consideration paid by a purchaser for a call option should not be included in the calculation of the target company’s turnover on which the…more

Appeals, Appellate Courts, Share Price, UK

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

Siana Lowrey

US Supreme Court: Pure Omissions Not Actionable Under Rule 10b-5(b)

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule…more

James Lu

6 Tips for Agreements with Contract Manufacturers in China

After months of research and vetting, you’ve finally settled on a good contract manufacturer (CM) in China that offers the best quality and price combo and has a solid track record and now it’s time to cement the relationship…more

China, Contract Drafting, Manufacturers

Proposed Amendments, Proposed Rules, Rule 14a-8, Securities and Exchange Commission (SEC), Securities Exchange Act

Su Lian Lu

SEC Proposes Amendments to Shareholder Proposal Rule

On July 13, 2022, the Securities and Exchange Commission held a lively meeting at which it voted to propose amendments to Rule 14a-8 under the Securities Exchange Act of 1934, the rule governing shareholder proposals to be…more

Izzy Lubarsky

13 Top Considerations for Tackling a Merger of Equals Transaction Like a Mastermind

Just like the romantic union of global pop superstar Taylor Swift and Super Bowl champion Travis Kelce, in the business world, combinations of similarly sized companies – or so-called mergers of equals – can yield positive…more

Acquisitions, Board of Directors, Mergers, Shareholders

Andrew Lustig

SBA May Eliminate Self-Certification of SDVOSB Status for Federal Contracting

On June 6, 2024, the US Small Business Administration (SBA) published a direct final rule that would eliminate self-certification of service-disabled veteran-owned small businesses (SDVOSB) status for purposes of agency…more

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Helen Luu

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

Employee Rights, Employer Liability Issues, Hiring & Firing, International Labor Laws, UK

Chris Lynn

New UK Employment Rights Bill Marks Landmark Shift in Worker Protections

On 10 October 2024, the UK Labour government unveiled a landmark Employment Rights Bill aimed at revolutionising worker protections and rights. According to the government, the bill is designed to boost pay and productivity via…more

Economic Sanctions, Export Controls, Financial Institutions, Foreign Policy, Foreign Relations

Shannon MacMichael

Evolving US, UK and EU Sanctions and Export Controls Target Russia for Ukraine Invasion

In response to Russia’s invasion of Ukraine in February 2022, the United States, with support from its allies including the United Kingdom and the European Union, has imposed a complex mix of financial sanctions and export…more

Covered Entities, Investors, Reporting Requirements, Venture Capital

Katia MacNeill

California Adopts New Law Requiring VC Companies to Collect Diversity Data From Portfolio Company Founders

California’s governor recently signed into law SB 54, a bill intended to increase transparency regarding diversity of founding teams in the venture capital (VC) industry. The new law will require VC companies, including “venture…more

Coronavirus/COVID-19, Families First Coronavirus Response Act (FFCRA), Local Ordinance, Paid Leave, Paid Time Off (PTO)

Teresa Maestrelli

Alert: San Jose + San Francisco Enact Temporary Emergency Paid Sick Leave Requirements for Employers Not Covered by FFCRA

As mentioned in previous Cooley alerts, the federal Families First Coronavirus Response Act (FFCRA) requires private employers with fewer than 500 employees to provide emergency paid sick leave to eligible employees. San Jose…more

Antitrust Provisions, Competition, Cybersecurity, EU, General Data Protection Regulation (GDPR)

Nicola Maguire

Alert - Brexit Readiness: Key Impacts of the UK-EU Brexit Deal

Since our last update in December, the UK and the EU have officially agreed on a Brexit deal. The agreement has brought with it a multitude of legislative changes across various areas of UK law. In support of understanding those…more

Algorithms, Artificial Intelligence, Financial Conduct Authority (FCA), Innovative Technology, Machine Learning

Yulia Makarova

UK Regulators Share Views on Artificial Intelligence and Machine Learning Regulation

On 1 February 2024, the UK government’s Department for Science, Innovation and Technology and His Majesty’s Treasury addressed a joint letter to the Bank of England (BoE) and the Prudential Regulation Authority (PRA) requesting…more

Class Action, Derivative Suit, Securities and Exchange Commission (SEC), Securities Litigation, Settlement

Urvashi Malhotra

Securities Class Action Settlement Trends: Number of Settlements Down, But Dollar Amounts Up, According to Cornerstone Research

Cornerstone Research, a top consulting and expert testimony firm, recently issued its annual report analyzing securities class action settlements. Cornerstone reported that, in 2023, the number of settlements in securities class…more

Digital Assets, Infrastructure Investment and Jobs Act (IIJA), Internal Revenue Code (IRC), IRS, Reporting Requirements

Joe Mandry

Transitional Tax Reporting Guidance for Business Transactions Involving Digital Assets

In Announcement 2024-4, the IRS and the US Department of the Treasury stated that, until regulations are issued, taxpayers will not be required to treat digital assets received in the course of their trade or business as cash…more

Eileen Marshall

Recent Release of Updated Procedures for Section 355 Private Letter Rulings

The US Department of the Treasury (Treasury Department) and the IRS recently released Revenue Procedure 2024-24 (Revenue Procedure) and Notice 2024-38 (Notice) establishing revised standards and procedures for taxpayers seeking…more

Internal Revenue Code (IRC), IRS, Section 355, Spinoffs, U.S. Treasury

Cybersecurity, Data Privacy, Data Protection, Data Security, Health Care Providers

Kristin Marshall

Washington State’s My Health My Data Act FAQ, Part Three – Enforcement Risks

In Part Three of our FAQ series on Washington state’s My Health My Data (MHMD) Act, we answer questions related to the MHMD Act’s enforcement risks – including the much-feared private right of action…more

Employee Stock Purchase Plans, Filing Requirements, IRS, ISOs, Reporting Requirements

Blake Martell

Year-End Reporting for ISO Exercises and ESPP Stock Transfers

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Foreign Investment, Investment, Investors, National Security

Dillon Martinson

Outbound Investment Security Program: Final Rule

On October 28, 2024, the US Department of the Treasury issued final regulations implementing the Executive Order on Addressing United States Investments in Certain National Security Technologies and Products in Countries of…more

Julia Maskell

New Product Liability Laws Coming to EU – Update for Life Sciences Companies

The EU is currently overhauling its product liability laws. Prompted by the perceived risks of new technologies and a desire to make it easier for claimants to bring claims for medical device and pharmaceutical claims, the…more

EU, Life Sciences, Medical Devices, New Rules, Pharmaceutical Industry

Coronavirus/COVID-19, Employee Retention, Internal Revenue Code (IRC), IRS, Tax Credits

Clint Massengill

IRS Announces Moratorium on Processing New Claims for Employee Retention Credit

On September 14, 2023, the IRS announced an immediate moratorium on processing new claims for the Employee Retention Credit (ERC). According to the IRS announcement (IR-2023-169), the moratorium will last through at least the…more

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Joshua Mates

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

James Maton

D’Aloia v. Persons Unknown & Others: Victim of Crypto-Fraud Fails in Claim Against Crypto Exchange

In D’Aloia v. Persons Unknown & Others, the High Court of England and Wales dismissed a claim brought by the victim of a crypto-scam against Bitkub, one of the exchanges with whom the fraudsters were alleged to have held their…more

Blockchain, Cryptoassets, Cryptocurrency, Digital Assets, Popular

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Anna Matsuo

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

Exempt Reporting Advisers (ERAs), Pay-To-Play, Political Contributions, Registered Investment Advisors, Securities and Exchange Commission (SEC)

Jimmy Matteucci

Remember Pay-to-Play Rule Before Making US Election Campaign Contributions

On August 6, 2024, US Vice President Kamala Harris announced Minnesota Gov. Tim Walz as her running mate for the 2024 presidential election. This selection triggers the political contributions rule under the Investment Advisers…more

Double Patent, Intellectual Property Protection, Obviousness, Patent Applications, Patent Expiration

Sam Matthews

Federal Circuit Limits In re Cellect, Preserving PTA for First-Filed, First-Issued Patents Within a Family

On August 13, 2024, the US Court of Appeals for the Federal Circuit held in Allergan v. MSN that “a first-filed, first-issued, later-expiring claim” cannot be invalidated for obviousness-type double patenting (ODP) “by a…more

Naomi May

US Legislative Developments in Children’s Privacy

“It’s time to strengthen privacy protections, ban targeted advertising to children, [and] demand tech companies stop collecting personal data on our children.” – President Joe Biden, State of the Union, March 1, 2022..…more

COPPA, Corporate Counsel, Cybersecurity, Data Collection, Data Privacy

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

Lesly McAnelly

USPTO Offers Guidance on Inventorship for AI-Human Collaborations

As global interest in artificial intelligence reaches a fever pitch, the US Patent and Trademark Office (USPTO) has entered the conversation. On February 13, 2024, the USPTO published Inventorship Guidance for AI-Assisted…more

Artificial Intelligence, Data Protection, General Data Protection Regulation (GDPR), Information Commissioner's Office (ICO), Popular

Morgan McCormack

ICO Updates Position on Web-Scraping for AI Development

What happened? In an attempt to address ongoing regulatory uncertainty about how the UK General Data Protection Regulation (UK GDPR) and UK Data Protection Act 2018 apply to the development and use of generative artificial…more

Artificial Intelligence, Auto-Dialed Calls, FCC, Proposed Regulation, Robocalling

Robert McDowell

FCC Proposes New Regulations for AI-Generated Robocalls

The Federal Communications Commission (FCC) has released a new notice of proposed rulemaking that would impose new requirements for autodialed marketing calls and texts that use artificial intelligence (AI) to generate content…more

Abusive Acts, Consumer Financial Products, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Enforcement Actions

David McGee

CFPB Issues Policy Statement on CFPA’s Prohibition on ‘Abusive’ Conduct

On April 3, 2023, the Consumer Financial Protection Bureau released a policy statement articulating a new framework for analyzing conduct that it considers “abusive” in violation of federal law. The CFPB until now has provided…more

Oliver McGlashan

D’Aloia v. Persons Unknown & Others: Victim of Crypto-Fraud Fails in Claim Against Crypto Exchange

In D’Aloia v. Persons Unknown & Others, the High Court of England and Wales dismissed a claim brought by the victim of a crypto-scam against Bitkub, one of the exchanges with whom the fraudsters were alleged to have held their…more

Blockchain, Cryptoassets, Cryptocurrency, Digital Assets, Popular

Summer McKee

Alert: Options for US Small Businesses in Distress in Age of COVID-19

In the wake of the COVID-19 pandemic, more and more businesses are finding themselves in distress. According to Forbes, 30 million small businesses across the United States are experiencing financial distress, with half of those…more

Bankruptcy Code, CARES Act, Chapter 11, Chapter 7, Commercial Bankruptcy

Initial Public Offering (IPO), Merger Agreements, Mergers, Private Investment in Public Equity (PIPEs), Publicly-Traded Companies

John McKenna

2021 Update: 10 Key Considerations for Going Public with a SPAC

It is a reasonable extrapolation – and we are nothing at Cooley if not wildly reasonable – that, since the beginning of time, more operating companies are considering going public through a merger with a SPAC (Special Purpose…more

Borrowers, Coronavirus/COVID-19, Department of Justice (DOJ), False Claims Act (FCA), Fraud

Michael McMahon

Blog: DOJ Announces First Civil Settlement for PPP Fraud

After bringing dozens of criminal charges against Paycheck Protection Program loan recipients in recent months, on January 12, the US Department of Justice announced its first civil settlement resolving allegations of PPP loan…more

Mark Medearis

Blog: How to Allocate Stock to Founders and Other Early Team Members

One question I get asked all the time by a team founding a startup is how to allocate stock among the two or three initial founders. Often the question is expanded to cover other “founders” who are not prepared to join the team…more

Equity Compensation, Startups, Stocks

Andres Medina-Jordan

Lo Que Deban Saber Los Founders De LatAm Sobre Los Flips

Cuando fundadores y emprendedores en América Latina comienzan a preparar su empresa con sede en Latam para recibir una inversión de fondos venture de Estados Unidos, una de las primeras tareas a considerar es reestructurar la…more

Investment, Investment Funds, Investors, Venture Capital

Financial Conduct Authority (FCA), Financial Services Industry, Listing Rules, UK

Sam Meiklejohn

FCA Consults Further on the New UK Listing Regime

The Financial Conduct Authority (FCA) published a consultation paper on 20 December 2023 (CP23/31), setting out its proposals to reform the UK listing regime with reference to feedback received in previous consultations…more

Antitrust Provisions, Banks, Department of Justice (DOJ), Mergers

Beatriz Mejia

DOJ’s Top Antitrust Official Turns Spotlight on Broadened Scope of Bank Merger Enforcement

In the wake of major bank failures in the US, the Department of Justice (DOJ) has signaled that it plans to step up antitrust enforcement of bank mergers. In June 2023, the DOJ’s Assistant Attorney General for Antitrust Jonathan…more

Climate Change, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG), Federal Trade Commission (FTC)

Michael Mencher

Climate and Sustainability Regulations: 2024 End-of-Year Review

2024 was an active year for environmental, social and governance (ESG) regulations, voluntary reporting standards, and stakeholder policies. While the incoming Trump administration is expected to halt federal sustainability…more

Cryptocurrency, Digital Assets, Environmental Social & Governance (ESG), Investment Adviser, Securities and Exchange Commission (SEC)

Greg Merchant

SEC Enforcement Director Discusses Priorities, Off-Channel Communications, Crypto and ESG

In his remarks at the 2023 Berkeley Fall Forum on Corporate Governance, GurbirGrewal, director of the Securities and Exchange Commission’s Division of Enforcement, discussed the SEC’s current enforcement priorities – including…more

B2B Transactions, B2C, Cancellation Rights, Disclosure Requirements, Federal Trade Commission (FTC)

Teresa Michaud

FTC Finalizes Negative Option Rule Governing Subscriptions and Trial Offers

The Federal Trade Commission (FTC) has released its long-anticipated Negative Option Rule. The rule defines a negative option feature as “a provision of a contract under which the consumer’s silence or failure to take…more

Administrative Proceedings, Inter Partes Review (IPR) Proceeding, Patent Infringement, Patent Trial and Appeal Board, Patents

Erik Milch

Alert: PTAB Rules That Patents Owned by State Entities Cannot Be Challenged Without Consent

Last week, the Patent Trial and Appeal Board (PTAB) dismissed petitions for inter partes review (IPR) of a patent assigned to the University of Florida Research Foundation (UFRF) based on sovereign immunity, Covidien LP v. UFRF…more

Kevin Milgram

SBA May Eliminate Self-Certification of SDVOSB Status for Federal Contracting

On June 6, 2024, the US Small Business Administration (SBA) published a direct final rule that would eliminate self-certification of service-disabled veteran-owned small businesses (SDVOSB) status for purposes of agency…more

Daniel Millard

Court of Appeal Decides Principles Permitting Group Litigation by Allowing Multiple Claimants to Make Individual Claims on Single Claim Form

England has no direct equivalent to US class actions. However, there are various claim models under English procedural rules (CPR) that have similarities. They are summarised in our October 2022 blog post – Data Disputes: How…more

Appeals, Appellate Courts, Claim Procedures, Class Action

501(c)(3), Charitable Organizations, Coronavirus/COVID-19, IRS

Buff Miller

Alert: Four Fast Ways to Form a Charity to Address COVID-Related Matters

In the face of the COVID-19 outbreak, groups ranging from small neighborhood projects to large national initiatives are mobilizing quickly to help. Many of those groups have questions about whether they can achieve their goals…more

Acquisitions, Life Sciences, Medical Devices, Merger Agreements, Pharmaceutical Industry

Jenna Miller

Learning Old Lessons From Recent Life Sciences Earnout Disputes: Above All Else, Words Matter

There’s an old saying – “Sticks and stones may break my bones, but words will never hurt me.” While this mantra may help bruised egos on the playground, it’s of no use in M&A disputes. Three recent Delaware Court of Chancery…more

Centers for Medicare & Medicaid Services (CMS), Drug Pricing, Medicare, Pharmaceutical Industry, Prescription Drugs

Sarah Miller

US CMS Announces Initial Prices for Medicare Drug Price Negotiation Program

On August 15, 2024, the Centers for Medicare & Medicaid Services (CMS) released the first set of negotiated prices for the Medicare Drug Price Negotiation Program for 2026. Authorized under the Inflation Reduction Act of 2022,…more

Acquisitions, Board of Directors, Corporate Governance, Mergers, Publicly-Traded Companies

Chadwick Mills

Apples, Oranges and Lemonade: Pursuing Multiple Strategic Alternatives in the Public Company Boardroom

In all economic cycles, engaged public company boards and management teams do their homework on the wide range of potential strategic opportunities. In the current market environment, however, we have observed that an increasing…more

Chevron Deference, Constitutional Challenges, Jury Trial, Loper Bright Enterprises v Raimondo, SCOTUS

David Mills

US Supreme Court’s October 2023 Term Administrative Law Trilogy – Holdings, Analyses and Implications of Jarkesy, Loper Bright and Corner Post

The October 2023 term of the US Supreme Court (SCOTUS) saw a trilogy of decisions that challenge long-settled assumptions about the authority of federal agencies and upend long-standing doctrines of administrative law: SEC v…more

Class Action, Securities Fraud, Securities Litigation, Stock Prices

Kevin Mills

Meredith Defeats Securities Class Action in Eighth Circuit

Cooley litigators secured a victory in the US Court of Appeals for the Eighth Circuit for long-time client Meredith Corporation and four of its senior executives in a securities class action filed by a group of investors over…more

Employee Benefits, Employee Stock Purchase Plans, Incentive Stock Options, Internal Revenue Code (IRC), IRS

Barbara Mirza

Year-End Reporting for ISO Exercises and ESPP Stock Transfers - January 2025

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Non-Compete Agreements, Restrictive Covenants

Carly Mitchell

Texas Court Blocks FTC’s Noncompete Ban

On August 20, 2024, the US District Court for the Northern District of Texas in Ryan LLC v. Federal Trade Commission issued an order blocking the Federal Trade Commission (FTC) rule banning all post-employment noncompete…more

Centers for Medicare & Medicaid Services (CMS), Drug Pricing, Medicare, Pharmaceutical Industry, Prescription Drugs

Phil Mitchell

US CMS Announces Initial Prices for Medicare Drug Price Negotiation Program

On August 15, 2024, the Centers for Medicare & Medicaid Services (CMS) released the first set of negotiated prices for the Medicare Drug Price Negotiation Program for 2026. Authorized under the Inflation Reduction Act of 2022,…more

Enforcement Actions, Securities and Exchange Commission (SEC), Securities Violations, Token Sales, Unregistered Securities

J.P. Mohler

Another Win for the SEC: Securities and Exchange Commission v. LBRY

In Securities and Exchange Commission v. LBRY, Inc., a federal court in New Hampshire found that under the Howey test, digital tokens sold by LBRY were securities, and that LBRY’s offer and sale of those unregistered securities…more

Ryan Montgomery

Year-End Tasks for US Employers Facing Compliance Obligations

In recent years, we have seen numerous notable employment and labor law developments annually, and 2023 was no exception. As the year comes to a close, US employers should take time to prepare for 2024 by reviewing their key…more

Employee Handbooks, Employer Liability Issues, Employment Policies, NLRA, NLRB

Federal Trade Commission (FTC), Hart-Scott-Rodino Act, Mergers, Pre-Merger Filing Requirements, Premerger Notifications

Jeremy Morrison

New HSR Premerger Notification Requirements: Implications for Private Equity Clients

The Federal Trade Commission (FTC) and the Department of Justice (DOJ) recently announced significant changes to the Hart-Scott-Rodino (HSR) premerger notification rules – including changes to the HSR form and associated…more

Antitrust Provisions, Competition, Corporate Counsel, Department of Justice (DOJ), Federal Trade Commission (FTC)

Howard Morse

DOJ Hits Venue Services Group With $3.5 Million HSR Gun-Jumping Penalty

The US Department of Justice (DOJ) filed a complaint and proposed consent decree alleging that Legends Hospitality Parent Holdings prematurely acquired beneficial ownership – often referred to as “gun jumping” – in connection…more

Biden Administration, Competition, Executive Orders, Federal Trade Commission (FTC), Life Sciences

Nicollette Moser

Alert: President Biden’s Executive Order on Competition: Three Important Takeaways for Tech and Life Sciences Companies

On July 9, President Joe Biden issued an executive order on “Promoting Competition in the American Economy.” With 72 initiatives and directives by more than a dozen federal agencies, the order seeks to aggressively “reduce the…more

Class Action, Commercial General Liability Policies, Corporate Counsel, Cybersecurity, Data Privacy

Paul Moura

California Supreme Court Boosts Policyholders Seeking Coverage for Privacy Class Actions

In a recent opinion, the California Supreme Court ruled in favor of California-based tech giant Yahoo in a multiyear legal battle with the National Union Fire Insurance Company of Pittsburgh, Pennsylvania. The insurer had…more

Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Lenders, Solar Energy, Solar Panels

Elyse Moyer

CFPB Warns of Consumer Risks in Solar Financing and Sales Practices

The Consumer Financial Protection Bureau (CFPB ) recently published a report and an associated consumer advisory warning of risks to consumers from solar lending and encouraging consumers to shop for alternatives before…more

Chevron Deference, Constitutional Challenges, Jury Trial, Loper Bright Enterprises v Raimondo, SCOTUS

Caitlin Munley

US Supreme Court’s October 2023 Term Administrative Law Trilogy – Holdings, Analyses and Implications of Jarkesy, Loper Bright and Corner Post

The October 2023 term of the US Supreme Court (SCOTUS) saw a trilogy of decisions that challenge long-settled assumptions about the authority of federal agencies and upend long-standing doctrines of administrative law: SEC v…more

Employee Benefits, Employee Stock Purchase Plans, Incentive Stock Options, Internal Revenue Code (IRC), IRS

Alessandra Murata

Year-End Reporting for ISO Exercises and ESPP Stock Transfers - January 2025

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Corporate Counsel, EU, European Patent Convention, European Patent Office, Intellectual Property Protection

Colm Murphy

European Patent Office Makes Major Changes in Priority Entitlement

The Enlarged Board of Appeal of the European Patent Office (EPO) has issued a new dual decision – G1/22 and G2/22 – dealing with the assessment of priority rights at the EPO. The decision represents a significant break from the…more

Monica Mylordou

A New DPA Sheriff in Town?

On 5 December 2023, the Crown Prosecution Service (CPS) entered into a deferred prosecution agreement (DPA) with Entain, a global online sports betting and gaming business (owner of Ladbrokes and Coral bookmakers) headquartered…more

Corporate Crimes, Criminal Investigations, HMRC, Serious Fraud Office (SFO), UK

Danielle Naftulin

Alert: SBA Defines ‘Gross Receipts’ for Second Draw PPP Loans

On January 6, 2021, the Small Business Administration (SBA) issued two interim final rules related to Paycheck Protection Program (PPP) loans under the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act. In…more

Borrowers, Gross Receipts, Paycheck Protection Program (PPP), Popular, SBA

Ryan Naftulin

Alert: SBA Defines ‘Gross Receipts’ for Second Draw PPP Loans

On January 6, 2021, the Small Business Administration (SBA) issued two interim final rules related to Paycheck Protection Program (PPP) loans under the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act. In…more

Borrowers, Gross Receipts, Paycheck Protection Program (PPP), Popular, SBA

Carbon Emissions, Climate Change, Emissions Trading System, EU, European Commission

Juan Nascimbene

2025 and Beyond – Are You Remaining Compliant With the EU Carbon Border Adjustment Mechanism?

EU Regulation 2023/956 on the Carbon Border Adjustment Mechanism (CBAM) was introduced to make sure importers of certain goods into the European Union bear similar carbon costs as if they were produced inside the EU and subject…more

FDA Approval, Food and Drug Administration (FDA), Life Sciences, Pharmaceutical Industry, Premarket Approval Applications

Sonia Nath

Certain Stem Cell Products Require FDA Premarket Approval

On September 27, 2024, in USA v. California Stem Cell Treatment Center, Inc., the US Court of Appeals for the Ninth Circuit issued a decision agreeing with the US Food and Drug Administration (FDA) that the defendants’ stem cell…more

COPPA, Cybersecurity, Data Protection, Data Security, Federal Trade Commission (FTC)

David Navetta

Cybersecurity in the US

As our world becomes increasingly digital, the importance of cybersecurity has never been more critical. In the first blog post in our series for Cybersecurity Awareness Month, we explored the cybersecurity regulatory efforts…more

Clawbacks, Dodd-Frank, Executive Compensation, Final Rules, Incentive Compensation

Dani Nazemian

SEC Adopts Long-Awaited Final Clawback Rule

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted a new rule governing the recovery (i.e., clawback) of erroneously awarded incentive compensation. The new rule implements Section 954 of the Dodd-Frank…more

Acquisitions, Board of Directors, Corporate Governance, Mergers, Publicly-Traded Companies

Matan Neuman

Apples, Oranges and Lemonade: Pursuing Multiple Strategic Alternatives in the Public Company Boardroom

In all economic cycles, engaged public company boards and management teams do their homework on the wide range of potential strategic opportunities. In the current market environment, however, we have observed that an increasing…more

Disclosure Requirements, Listing Rules, Nasdaq, Publicly-Traded Companies, Reverse Stock Splits

Lissie Ng

Nasdaq Updates Listing Requirements

Throughout 2024, Nasdaq has been revising the procedures for companies dealing with low stock prices, with a focus on cutting down on what they deem to be cheap, risky stocks trading on their exchange. Here is what you need to…more

Cross-Border, Cross-Border Transactions, Dispute Resolution, Intellectual Property Protection

Kimberly Nguyen

Considerations in Cross-Border Intellectual Property License and Transfer Agreements

In today’s global economy, emerging companies often enter into agreements with vendors, suppliers, partners, distributors, and other individuals or entities in different countries that require licenses or transfers of…more

Acquisitions, Corporate Counsel, D&O Insurance, Mergers, Publicly-Traded Companies

Linh Nguyen

Will A Bump-Up Exclusion Bar Coverage of an M&A Settlement? It Depends.

Public company insurance policyholders beware: In recent years, insurance carriers have increasingly invoked the “bump-up” exclusion, which is a carve out provision typically found in directors and officers (D&O) insurance…more

Chief Information Security Officer (CISO), Corporate Counsel, Cyber Attacks, Cybersecurity, Securities and Exchange Commission (SEC)

Matt Nguyen

Fatal Flaws in SEC’s Amended Complaint Against SolarWinds

In March 2024, a coalition of more than 50 cybersecurity leaders and organizations called for dismissal of an amended complaint by the Securities and Exchange Commission (SEC) against SolarWinds and its chief information…more

Artificial Intelligence, Food and Drug Administration (FDA), Life Sciences, Machine Learning, Medical Devices

Son Nguyen

Artificial Intelligence/Machine Learning Medical Device Regulatory Handbook

Even before the Biden administration issued a landmark executive order on October 30, 2023, establishing new standards for artificial intelligence (AI) safety and security, the US Food and Drug Administration (FDA) had been…more

Acquisitions, Mergers, Publicly-Traded Companies, Venture Capital

Edward Nimetz

Transfer Traps: Considerations for Dual-Class Companies Contemplating M&A Transactions

The rise of founder-led, venture capital-backed companies in recent years has coincided with a surge of companies implementing dual-class share structures in connection with their initial public offerings. A dual-class structure…more

Artificial Intelligence, Department of Education, Educational Institutions, OCR, Students

Shannon Noonan

ED Releases New Guidance on Discrimination in AI Tools

What is it and to whom does it apply? - On November 20, 2024, the US Department of Education (ED) Office of Civil Rights (OCR) released a new resource on Avoiding the Discriminatory Use of Artificial Intelligence…more

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Claire Norman

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

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

Ian Nussbaum

Cooley’s 2022 Tech M&A Year in Review

Tech M&A in 2022 was a tale of two halves. The year started off with a bang, with mega-deals such as Microsoft’s pending $69 billion acquisition of Activision Blizzard, Elon Musk’s $44 billion acquisition of Twitter and…more

Acquisitions, Life Sciences, Mergers, Pharmaceutical Industry

Lindsey O'Crump

Blog: Cooley's 2019 Life Sciences M&A Year in Review

2019 was a banner year for billion-dollar life sciences M&A transactions. A wave of big-ticket transactions by global pharmaceutical companies drove life sciences M&A activity to its fourth-largest year on record in 2019, with…more

Electronic Filing, Employee Benefits, Employee Stock Purchase Plans, Form 3921, Form 3922

Kristin O'Hanlon

Year-End Reporting for ISO Exercises and ESPP Stock Transfers - January 2024

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Allison O'Neill

A Sword and A Shield: How SCOTUS Expert Testimony Rulings May Benefit Corporate Defendants

The US Supreme Court decided several criminal procedure cases during the 2023 – 2024 term – including Diaz v. United States, 144 S. Ct. 1727 (2024) and Smith v. Arizona, 144 S. Ct. 1785 (2024) – which have relevance and…more

Admissibility, Criminal Prosecution, Evidence, Expert Testimony, Expert Witness

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

Kathleen O'Neill

Key Considerations as FTC, DOJ Significantly Change HSR Premerger Notification Requirements

On October 10, 2024, the Federal Trade Commission (FTC) announced a unanimous 5-0 vote to finalize changes to the Hart-Scott-Rodino (HSR) premerger notification program, including changes to the HSR form and associated…more

Employer Liability Issues, Job Applicants, Pay Transparency, State Labor Laws, Wage and Hour

Gerard O'Shea

Garden State Employers Have New Pay Transparency Obligations Effective June 1, 2025

New Jersey has become the latest state to enact a new pay transparency law for employers, following Gov. Phil Murphy’s signature enacting SB 2310. As detailed below, the bill requires pay range disclosures in job postings for…more

John Paul Oleksiuk

Alert: US Trademark and Copyright Reforms Accompany COVID-19 Relief

The Consolidated Appropriations Act, 2021 passed by Congress on December 21, 2020, and signed into law by President Donald Trump on December 27, includes sweeping changes to US trademark and copyright law. Part of the law, the…more

Copyright, Coronavirus/COVID-19, DMCA, Relief Measures, Trademarks

Bureau of Industry and Security (BIS), Export Administration Regulations (EAR), Export Controls, Exports, Medical Devices

Sarah Oliai

New License Exception Authorizes Exports of Previously Restricted Medical Devices and Related Items to Russia, Belarus, Occupied Ukraine

The US Department of Commerce’s Bureau of Industry and Security (BIS) added a new License Exception for Medical Devices (License Exception MED), effective April 29, 2024, authorizing exports, reexports and transfers of certain…more

Breach of Duty, Fiduciary Duty, Mergers, Shareholder Litigation, Special Purpose Acquisition Companies (SPACs)

Nicholas Orr

Delaware Court of Chancery Finally Dismisses a de-SPAC Complaint

Since Vice Chancellor Lori Will’s seminal decision in In re MultiPlan Corp. Stockholders Litigation in January 2022, the Delaware Court of Chancery has seen a wave of lawsuits accusing special purpose acquisition companies…more

Entire Fairness Standard, Initial Public Offering (IPO), Mergers, Special Purpose Acquisition Companies (SPACs)

Garth Osterman

Delaware Finds Stockholder Claims Against SPAC Fiduciaries Subject to Entire Fairness Review

As SPAC IPOs broke records – in both value and volume – in 2020 (and again in 2021), it was inevitable that stockholder litigation would follow. More than 50% of the SPACs that went public in 2020 and 2021 are incorporated in…more

Internal Revenue Code (IRC), IRS, Tax Liability, Tax Planning

Amanda Pacheco

IRS Clarifies Guidance on Treatment of Research, Experimentation Expenditures

The IRS recently released Notice 2024-12, which provides some clarifications and modifications to prior IRS guidance relating to the tax treatment of specified research and experimentation (SRE) expenditures pursuant to Internal…more

Acquisitions, Compensation & Benefits, Disclosure Requirements, Mergers, Shareholders

Rama Padmanabhan

Navigating Compensation Issues in M&A Deals in a Volatile Market

Compensation matters, including retention packages, equity treatment and related disclosure, are always key negotiating points in M&A transactions. In a challenging M&A market that is stifled by overall volatility and…more

Digital Goods, Digital Marketplace, Disclosure Requirements, E-Commerce, Internet Retailers

Liz Paisner

New California Law Requires Disclosures for Selling Online Digital Goods

A new California law, AB 2426, will require any company offering to California consumers online-only digital goods – including a broad category of online media and content, such as games, video, audio, digital books and other…more

Sangitha Palaniappa

Cooley’s 2023 Life Sciences M&A Year in Review: Potent Mix of Creativity and Resilience Spurs Activity Heading Into 2024

In a subdued year for global M&A, deal-making in the life sciences industry came in waves, with a busy fourth quarter generating cautious optimism heading into 2024. While the year saw an overall decline in M&A activity (down…more

Life Sciences, Mergers, Popular, Publicly-Traded Companies, Reverse Mergers

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Amis Pan

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

Capital Markets, Initial Public Offering (IPO), Investors, Publicly-Traded Companies, Webinars

Jean Park

[Virtual Event] Market Talks IPO Readiness: Preparing for the Market Return - February 22nd, 11:00 am - 12:00 pm PT

Against the backdrop of an ever-changing capital markets landscape, Cooley’s Market Talks virtual series cuts through the noise and drills down on what you need to know about the current market. Please join us for the second…more

Acquisitions, Locked-Box Deals, Mergers, Purchase Price, Purchase Price Adjustment

Rowook Park

Locking the Box in Private M&A Transactions – Myths and Facts

Purchase price adjustment mechanisms are common in private M&A transactions to determine the final price to be paid by the buyer. However, the manner in which the price adjustment is achieved varies by jurisdiction. In the US,…more

Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Life Sciences, Manufacturers, Medical Devices

Victoria Pasculli

Proceed With Caution: Federal Courts of Appeal Uphold Criminal Convictions for Misbranding Violations Under FDCA

Voluntary compliance may be the backbone of the Federal Food, Drug, and Cosmetic Act (FDCA), but when the US government believes that a company is unwilling or unable to achieve compliance, it will seek to enforce the FDCA both…more

Design Patent, Food and Drug Administration (FDA), Intellectual Property Protection, Orange Book, Patents

Brianna Patterson

Teva v. Amneal Ruling Interprets Orange Book Listing Statute, Affirms Delisting of Device Patents

On December 20, 2024, the US Court of Appeals for the Federal Circuit released its opinion in Teva Branded Pharm. Prods. R&D, Inc. v. Amneal Pharms. of N.Y., LLC, affirming a lower court decision that Teva must delist five…more

Double Patent, Intellectual Property Protection, Obviousness, Patent Applications, Patent Expiration

Matthew Pavao

Federal Circuit Limits In re Cellect, Preserving PTA for First-Filed, First-Issued Patents Within a Family

On August 13, 2024, the US Court of Appeals for the Federal Circuit held in Allergan v. MSN that “a first-filed, first-issued, later-expiring claim” cannot be invalidated for obviousness-type double patenting (ODP) “by a…more

B&B Hardware v Hargis Industries, Issue Preclusion, Likelihood of Confusion, Popular, Registration

Anne Peck

Alert: Supreme Court Holds that Trademark Board Rulings on Confusion May Bind Later Infringement Litigation

The U.S. Supreme Court has ruled that Trademark Trial and Appeal Board ("TTAB") decisions on likelihood of confusion in disputes over registration may preclude relitigation of the issue in a later suit for trademark…more

Disclosure Requirements, Listing Rules, Nasdaq, Publicly-Traded Companies, Reverse Stock Splits

David Peinsipp

Nasdaq Updates Listing Requirements

Throughout 2024, Nasdaq has been revising the procedures for companies dealing with low stock prices, with a focus on cutting down on what they deem to be cheap, risky stocks trading on their exchange. Here is what you need to…more

Beneficial Owner, Financial Industry Regulatory Authority (FINRA), Form ADV, Investment Adviser, Private Equity

Nicole Peppe

Alert: Upcoming Regulatory Deadlines and Compliance Checklist for VC and PE Firms

This alert highlights near-term regulatory deadlines that commonly apply to venture capital and private equity firms. For a more detailed description of regulatory and contractual requirements that commonly apply to venture…more

Arbitration, Arbitration Agreements, Boilerplate Language, International Arbitration, Young Lawyers

Kevin Perry

Blog: What US GCs Should Know About Drafting International Arbitration Clauses

Preliminary Considerations - Consider likely nature of the dispute. Thinking about what may go wrong with a contract, can be as important as the planning to make it go right. Key issues such as where an arbitration should…more

Employee Benefits, Employee Stock Purchase Plans, Incentive Stock Options, Internal Revenue Code (IRC), IRS

Nyron Persaud

Year-End Reporting for ISO Exercises and ESPP Stock Transfers - January 2025

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Non-Compete Agreements, Restrictive Covenants

Miriam Petrillo

Texas Court Blocks FTC’s Noncompete Ban

On August 20, 2024, the US District Court for the Northern District of Texas in Ryan LLC v. Federal Trade Commission issued an order blocking the Federal Trade Commission (FTC) rule banning all post-employment noncompete…more

Artificial Intelligence, Innovative Technology, Intellectual Property Protection, Inventions, Inventors

Jordan Phelan

Inventorship in the Age of AI

Generative artificial intelligence (AI) has become an essential tool in the drug discovery process. Trained with input regarding target engagement and desired pharmacological properties, or prompted to identify compounds that…more

Initial Public Offering (IPO), Merger Agreements, Mergers, Private Investment in Public Equity (PIPEs), Publicly-Traded Companies

Yvan-Claude Pierre

2021 Update: 10 Key Considerations for Going Public with a SPAC

It is a reasonable extrapolation – and we are nothing at Cooley if not wildly reasonable – that, since the beginning of time, more operating companies are considering going public through a merger with a SPAC (Special Purpose…more

28 U.S.C. § 1782, Arbitration, Discovery, Foreign Tribunals, International Arbitration

Caroline Pignatelli

Alert: The Expansion of Discovery in Aid of International Arbitrations Under Section 1782: Recent Decisions Deepen Circuit Split

In recent months, the US Courts of Appeal for the Second, Fourth and Sixth Circuits have issued a number of important and, at times, conflicting decisions related to the scope of discovery in aid of international arbitration…more

Board of Directors, Business Entities, Corporate Governance, Shareholders, TripAdvisor

Julian Piroli

Delaware Chancery Court Allows TripAdvisor to Move to Nevada, But Lets Stockholders Pursue Their Claims for Damages

Delaware corporations contemplating conversion to another state should take note of a recent Delaware Court of Chancery decision in which Vice Chancellor J. Travis Laster declined to enjoin a corporate move to Nevada, but…more

Corporate Counsel, Initial Public Offering (IPO), Legal Costs, Publicly-Traded Companies

Noah Pittard

Considering Hiring Your First GC?

Clients often will ask us questions about hiring their first internal general counsel (GC) – for example, whether it’s the right time for the company to hire a GC, what qualities to look for in a GC or what to ask a GC candidate…more

Cisco, Cisco v CommilUSA, Good Faith, Honest Belief Defense, Induced Infringement

Adam Pivovar

Alert: Supreme Court Rejects Good-Faith Belief in Invalidity as a Defense to Induced Patent Infringement

In Commil USA LLC v. Cisco Systems, Inc. (No. 13-896), the Supreme Court held that an accused inducer's belief that an asserted patent is invalid is not a defense to induced patent infringement. The decision reverses a Federal…more

Michael Platt

Blog: Quarterly VC Update: Brad Feld on the State of Venture Capital Investing

In conjunction with our Q3 Venture Financing Report, I sat down with Brad Feld, co-founder of the Foundry Group, to get his take on the current state of venture capital investing. A few highlights from Brad:…more

Early Stage Companies, Investors, Popular, Startups, Venture Capital

Consumer Financial Protection Bureau (CFPB), Consumer Protection Laws, Consumer Reporting Agencies, Credit Reports, Debt Collection

Obrea Poindexter

CFPB Finalizes Rule Curbing Use and Reporting of Medical Debt

On January 7, 2025, the Consumer Financial Protection Bureau (CFPB) issued a final rule that would generally prohibit lenders from considering medical debt information when determining a consumer’s eligibility for credit, and…more

Consumer Financial Protection Bureau (CFPB), Consumer Reporting Agencies, Consumer Reports, Credit Reporting Agencies, Credit Reports

Jessica Pollet

CFPB Proposes New Rules That, If Finalized, Would Significantly Expand FCRA’s Reach

On December 3, 2024, the Consumer Financial Protection Bureau (CFPB) issued a notice of proposed rulemaking (NPR) – Protecting Americans from Harmful Data Broker Practices. The CFPB’s proposal would amend Regulation V, which…more

Intellectual Property Protection, Patent Applications, Patents, Plant Patents, USPTO

Marcelo Pomeranz

UPOV Releases Explanatory Notes Further Defining Protection for Essentially Derived Varieties

On October 27, 2023, the International Union for the Protection of New Varieties of Plants (UPOV) released its third set of explanatory notes on essentially derived variety (EDV) protection. In this alert, we provide a brief…more

Internal Revenue Code (IRC), IRS, Research and Development, Tax Cuts and Jobs Act

Aaron Pomeroy

IRS Publishes Guidance on Tax Rules for Software Development, Research Expenses

The Tax Cuts and Jobs Act of 2017 (TCJA) introduced significant changes to the tax treatment of specified research and experimentation (SRE) expenditures. Historically, companies were able to immediately deduct all costs…more

Copyright, Disclosure Requirements, FASB, Financial Regulatory Reform, Financial Reporting

Cydney Posner

What might the FASB be looking at for 2025?

In the last couple of months of 2024, the FASB issued some “invitations to comment” intended to allow FASB stakeholders to express their views on whether or not the FASB should pursue the projects identified. It could well turn…more

Banking Sector, Consumer Financial Protection Bureau (CFPB), Final Rules, Financial Services Industry, Small Business

Palmer Quamme

CFPB Extends Compliance Dates for Small Business Lending Rule

On June 25, 2024, the Consumer Financial Protection Bureau (CFPB) formally extended by 290 days the effective date for its small business lending rule, initially released in March 2023…more

Diversity, Diversity and Inclusion Standards (D&I), Environmental Social & Governance (ESG), Investors, Private Equity

Jaclyn Rabin

Private Equity Forward Forum Takeaways – The Latest Developments in Fund Formation

At the 2024 Private Equity Forward Forum, Cooley partners Jaclyn Rabin and Dave Selden moderated a panel discussion that examined the current private equity fundraising and fund formation landscape, including how the current…more

Alex Radcliffe

‘After the Event’ Insurance Policy Given No Weight in Security for Costs Application

In Asertis Ltd v. Bloch, in the context of a security for costs application, the English High Court determined that it could give no value to an ‘after the event’ (ATE) insurance policy even though it was supplemented with an…more

Insurance Industry, Insurance Litigation, Policy Terms, UK

Coronavirus/COVID-19, FCC, Health Care Providers, Telecommunications, Telehealth

Jason Rademacher

Alert: FCC Adopts Rules for Round 2 of COVID-19 Telehealth Program Funding

The FCC has adopted rules to implement Round 2 of the COVID-19 Telehealth Program, making available almost $250 million in new funding for pandemic-related telehealth initiatives by nonprofit healthcare providers…more

Automatic Renewals, California, Consumer Contracts, State and Local Government, Subscription Services

Aarti Reddy

California Passes Updated Automatic Renewal Law

On October 4, 2021, California Gov. Gavin Newsom signed into law Assembly Bill 390, which adds new renewal reminder notice requirements and cancellation requirements to California’s already-demanding Automatic Renewal Law (ARL)…more

Corporate Governance, Diversity, Diversity and Inclusion Standards (D&I), Venture Capital

Elizabeth Reese

11th Circuit Fearless Fund Ruling Raises Questions About Future of Race-Conscious Corporate DEI and Philanthropic Initiatives

On June 3, 2024, the US Court of Appeals for the 11th Circuit ordered entry of a preliminary injunction blocking venture capital firm Fearless Fund from administering a grant program through its philanthropic foundation for…more

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

Bartholomäus Regenhardt

AI Act Enters Into Force

On 12 July 2024, the long-awaited Artificial Intelligence Act (AI Act) was published in the Official Journal of the European Union (OJEU), meaning that 20 days from this date it will enter into force and will apply from 2 August…more

Lauren Reichardt

Alert: Options for US Small Businesses in Distress in Age of COVID-19

In the wake of the COVID-19 pandemic, more and more businesses are finding themselves in distress. According to Forbes, 30 million small businesses across the United States are experiencing financial distress, with half of those…more

Bankruptcy Code, CARES Act, Chapter 11, Chapter 7, Commercial Bankruptcy

Employee Stock Purchase Plans, Filing Requirements, IRS, ISOs, Reporting Requirements

Tom Reicher

Year-End Reporting for ISO Exercises and ESPP Stock Transfers

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Bridget Reineking

Proposed Rule Signals CFIUS’ Commitment to Jurisdictional Carve Out for Transactions Involving Trustworthy Investors

On behalf of the Committee on Foreign Investment in the United States (CFIUS), the US Department of the Treasury published a proposed rule on November 15, 2021, relating to excepted foreign state (EFS) and excepted real estate…more

CFIUS, FIRRMA, Foreign Direct Investment, Foreign Investment, National Security

Acquisitions, Court of Justice of the European Union (CJEU), EU, European Commission, Gun-Jumping

María Álvarez Requejo Heredero

EU Court of Justice Ruling on M&A ‘Gun-Jumping’ Sets 115 Million-Euro Fine

Merger review has become an ever more critical path to successful M&A completion, as enforcement agencies, including the European Commission (EC), apply closer scrutiny to potential anti-competitive effects of M&A deals. With…more

Employer Liability Issues, Employment Litigation, Labor & Workforce Development Agency (LWDA), Labor Code, Private Attorneys General Act (PAGA)

Alexandra Rex Mayhugh

California Enacts Sweeping Changes to PAGA

On July 1, 2024, California Gov. Gavin Newsom signed into law two bills that significantly reform the California Private Attorneys General Act of 2004 (PAGA). California employers will soon benefit from a myriad of reforms that…more

Cryptocurrency, Department of Justice (DOJ), Digital Assets, Digital Currency, Money Laundering

Michael Rhodes

US Justice Department Appoints First National Cryptocurrency Enforcement Director

The US Department of Justice has announced the appointment of Eun Young Choi as the first director of the National Cryptocurrency Enforcement Team. Choi has been a DOJ prosecutor for nearly a decade and most recently served as…more

Food and Drug Administration (FDA), Induced Infringement, Intellectual Property Protection, Labeling, Patent Infringement

Michelle Rhyu

Alert - GSK v. Teva: Federal Circuit Opinion After Rehearing Confirms Induced Infringement Liability Despite Skinny Label

In October 2020, as reported in a previous Cooley alert, the US Court of Appeals for the Federal Circuit reinstated a jury’s verdict that Teva infringed GSK’s patented method of using its Coreg drug product, even though Teva’s…more

Stephen Richards

Ninth Circuit Affirms Dismissal of Securities Class Action Against Qualcomm

Cooley litigators secured a win on behalf of Qualcomm, a San Diego based technology company that specializes in semiconductors, in a securities class action filed in the United States District Court for the Southern District of…more

CFIUS, Class Action, Qualcomm, Securities Fraud, Securities Litigation

Jonathan Rivinus

Recent Release of Updated Procedures for Section 355 Private Letter Rulings

The US Department of the Treasury (Treasury Department) and the IRS recently released Revenue Procedure 2024-24 (Revenue Procedure) and Notice 2024-38 (Notice) establishing revised standards and procedures for taxpayers seeking…more

Internal Revenue Code (IRC), IRS, Section 355, Spinoffs, U.S. Treasury

Intellectual Property Protection, Patent Applications, Patents, Plant Patents, USPTO

Bethany Roahrig

UPOV Releases Explanatory Notes Further Defining Protection for Essentially Derived Varieties

On October 27, 2023, the International Union for the Protection of New Varieties of Plants (UPOV) released its third set of explanatory notes on essentially derived variety (EDV) protection. In this alert, we provide a brief…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules, Non-Compete Agreements

Bronwyn Roberts

FTC Passes Sweeping Noncompete Ban

On April 23, 2024, the Federal Trade Commission (FTC) voted 3 – 2 in favor of banning all post-employment noncompete agreements. The ban will take effect 120 days after the final rule is published in the Federal Register. Many…more

Employment Tax, Income Taxes, Internal Revenue Code (IRC), IRS, Self-Employment Tax

Paul Roberts

Limited Partners May Be Subject to Self-Employment Tax

On November 28, 2023, in Soroban Capital Partners LP v. Commissioner, the US Tax Court denied the taxpayer’s motion for summary judgment, holding that whether a limited partner in a state law limited partnership qualifies for…more

Class Action, Class Certification, Securities Exchange Act, Securities Fraud, Securities Litigation

Jamie Robertson

Second Circuit Confirms That Corrective Disclosure Mismatch May Preclude Class Certification

On August 10, 2023, the US Court of Appeals for the Second Circuit dealt a blow to securities class action plaintiffs when it decertified the investor class in Arkansas Teacher Retirement System v. Goldman Sachs Group, Inc…more

Corinne Robinson

Time to terminate? How to mitigate risk

The coronavirus pandemic and global economic and political uncertainties mean that more businesses than ever are tied into unprofitable contracts or are required to purchase unwanted goods and services. Alternatively, they may…more

Breach of Contract, Contract Disputes, Contract Termination, Contract Terms, UK

Acquisitions, Artificial Intelligence, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

Bill Roegge

Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51%…more

Rajdeep Roger Bains

Cooley’s 2023 Life Sciences M&A Year in Review: Potent Mix of Creativity and Resilience Spurs Activity Heading Into 2024

In a subdued year for global M&A, deal-making in the life sciences industry came in waves, with a busy fourth quarter generating cautious optimism heading into 2024. While the year saw an overall decline in M&A activity (down…more

Life Sciences, Mergers, Popular, Publicly-Traded Companies, Reverse Mergers

Consumer Financial Protection Bureau (CFPB), Consumer Reporting Agencies, Consumer Reports, Credit Reporting Agencies, Credit Reports

Michelle Rogers

CFPB Proposes New Rules That, If Finalized, Would Significantly Expand FCRA’s Reach

On December 3, 2024, the Consumer Financial Protection Bureau (CFPB) issued a notice of proposed rulemaking (NPR) – Protecting Americans from Harmful Data Broker Practices. The CFPB’s proposal would amend Regulation V, which…more

Yasmin Roland

Cybersecurity in the European Union

As our world becomes increasingly digital, the importance of cybersecurity has never been more critical. From personal devices to enterprise networks, cyber threats are evolving at an alarming pace, targeting…more

Cybersecurity, Data Privacy, Data Protection, EU, Personal Data

Board of Directors, Climate Change, Corporate Governance, Diversity, Environmental Social & Governance (ESG)

Broc Romanek

BlackRock Updates Voting Policies and Engagement Priorities

Just before the holidays got going, BlackRock updated their voting policies and engagement priorities. Here’s a laundry list of those updated documents..…more

Coronavirus/COVID-19, Diversity and Inclusion Standards (D&I), Investors, Loan Agreements, UK

Stephen Rosen

Alert: Launch of the Future Fund

The UK government's Future Fund scheme, aimed at UK startups in response to the impact of COVID-19, officially launched on 18 May 2020. The UK government, partnering with the British Business Bank, will deliver an initial…more

Bureau of Industry and Security (BIS), Export Administration Regulations (EAR), Export Controls, Exports, Medical Devices

Rebecca Ross

New License Exception Authorizes Exports of Previously Restricted Medical Devices and Related Items to Russia, Belarus, Occupied Ukraine

The US Department of Commerce’s Bureau of Industry and Security (BIS) added a new License Exception for Medical Devices (License Exception MED), effective April 29, 2024, authorizing exports, reexports and transfers of certain…more

Sacha Ross

Blog - Q3 2020 Quarterly VC Update: Logan Bartlett on the State of Venture Capital Investing

In conjunction with our Q3 Venture Financing Report, I sat down with Logan Bartlett of Redpoint Ventures to get his take on the state of venture capital investing…more

Entrepreneurs, Investors, Startups, Venture Capital

Joshua Rottner

Blog: Q2 2018 Quarterly VC Update: Stephen Kraus on the State of Venture Capital Investing

In conjunction with our Q2 Venture Financing Report, I sat down with Stephen Kraus from Bessemer Venture Partners to get his take on the state of venture capital investing. A few highlights from Stephen Kraus - On deal…more

Entrepreneurs, Financing, Initial Public Offering (IPO), Investors, Startups

Amgen v Sanofi, Intellectual Property Protection, Patent Litigation, Patents, Pharmaceutical Patents

Madhuri Roy

Are Broader Antibody Patents Possible in US Through Means-Plus-Function Claiming?

Numerous court decisions over the past decade – such as Amgen Inc. v. Sanofi from the US Supreme Court and Juno Therapeutics, Inc. et al. v. Kite Pharma, Inc. from the US Court of Appeals for the Federal Circuit – have called…more

Daniel Rubin

Employer Identification Numbers: What Nonprofits Should Know

Nonprofit founders are often surprised to learn that the United States Internal Revenue Service (the IRS) requires nonprofits obtain an Employer Identification Number (also called an EIN), even if the nonprofit does not have…more

EIN, Filing Requirements, Income Taxes, IRS

Tracy Rubin

[Webinar] AI Talks: AI + Regulatory - November 13th, 12:00 pm - 1:00 pm EDT

This session of Cooley’s AI Talks will cover ways to navigate the US, European Union, and UK regulatory and legislative risks of AI, including strategies for engaging with policymaking bodies and analyzing the business impacts…more

Algorithms, Artificial Intelligence, Bias, Bots, Continuing Legal Education

Banking Sector, Banks, Consumer Financial Products, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB)

Sean Ruff

CFPB Finalizes Section 1033 Rule on Personal Financial Data Rights

On October 22, 2024, the Consumer Financial Protection Bureau (CFPB) released its long-awaited final rule implementing Section 1033 of the Consumer Financial Protection Act (CFPA) concerning personal financial data rights. The…more

Fair Market Value, Privately Held Corporations, Securities Exchange Act, Stock Options, Stock Prices

Erica Russell

Underwater? Private Company Stock Option Repricing Basics

In a volatile market, companies may see their stock value drop significantly. This can result in employees and other service providers holding stock options that are “underwater” or “out of the money” – in other words, options…more

Artificial Intelligence, California, Innovative Technology, Machine Learning, Popular

Adam Ruttenberg

California’s New AI Laws Focus on Training Data, Content Transparency

Artificial intelligence (AI) was a central focus of California lawmakers in September 2024. Home to many of the world’s leading AI companies, the state passed a number of new AI bills at the end of the 2024 legislative session…more

Business Interruption, Coronavirus Business Interruption Loan Scheme (CBILS), Coronavirus/COVID-19, Relief Measures, UK

Louise Ryberg

Alert: Overview of UK Measures Aimed at Reducing the Financial Impact on Businesses

The UK government has announced a number of measures aimed at reducing the financial impact of the COVID-19 outbreak on UK business. A summary of the support available and the ways in which it can be accessed is set out below…more

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Donna Saadati-Soto

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

California, Employer Liability Issues, Employment Contract, Governor Newsom, Non-Compete Agreements

Haylee Saathoff

Immediate Obligations for Employers With Noncompete, Customer Nonsolicitation Provisions for California Employees

A new California law, Assembly Bill 1076, requires employers to provide notice to certain current and former employees by February 14, 2024, if their employment agreements contain provisions unenforceable under California law…more

Critical Infrastructure Sectors, Cyber Incident Reporting, Cyber Incident Reporting for Critical Infrastructure Act of 2022 (CIRCIA), Cybersecurity, Cybersecurity Information Sharing Act (CISA)

Randy Sabett

CISA Opens Notice and Comment Process on CIRCIA Draft Regulations

On March 27, 2024, the Cybersecurity and Infrastructure Security Agency (CISA) within the Department of Homeland Security published a long-awaited notice of proposed rulemaking (NPRM) pursuant to the Cyber Incident Reporting for…more

Chevron Deference, Constitutional Challenges, Jury Trial, Loper Bright Enterprises v Raimondo, SCOTUS

Robby Saldaña

US Supreme Court’s October 2023 Term Administrative Law Trilogy – Holdings, Analyses and Implications of Jarkesy, Loper Bright and Corner Post

The October 2023 term of the US Supreme Court (SCOTUS) saw a trilogy of decisions that challenge long-settled assumptions about the authority of federal agencies and upend long-standing doctrines of administrative law: SEC v…more

Beneficial Owner, Financial Industry Regulatory Authority (FINRA), Form ADV, Investment Adviser, Private Equity

Thomas Salley

Alert: Upcoming Regulatory Deadlines and Compliance Checklist for VC and PE Firms

This alert highlights near-term regulatory deadlines that commonly apply to venture capital and private equity firms. For a more detailed description of regulatory and contractual requirements that commonly apply to venture…more

Guadalupe Sampedro

Balancing Act: Navigating Privacy Challenges Under UK’s Online Safety Act 2023

The UK’s Online Safety Act (OSA) 2023, which became law on 26 October 2023, imposes extensive new obligations on certain types of online service providers, requiring them to protect their users by identifying, mitigating, and…more

Vince Sampson

[Webinar] AI Talks: AI + Regulatory - November 13th, 12:00 pm - 1:00 pm EDT

This session of Cooley’s AI Talks will cover ways to navigate the US, European Union, and UK regulatory and legislative risks of AI, including strategies for engaging with policymaking bodies and analyzing the business impacts…more

Algorithms, Artificial Intelligence, Bias, Bots, Continuing Legal Education

Artificial Intelligence, Copyright, Copyright Ownership, Copyright Registration, Intellectual Property Protection

Loriane Sangaré-Vayssac

Copyright Ownership of Generative AI Outputs Varies Around the World

Generative artificial intelligence tools produce a vast range of new content, including code, text, audio, images and video. For the business user, the speed of output in response to a user prompt can deliver game-changing…more

Initial Public Offering (IPO), PSLRA, Publicly-Traded Companies, Securities and Exchange Commission (SEC), Special Purpose Acquisition Companies (SPACs)

Jessica Valenzuela Santamaria

Alert: SPAC Enforcement Risks Increase with Enhanced SEC Scrutiny

What happened - In a recent client alert, we discussed the dramatic rise in offerings of special purpose acquisition companies (SPACs) and some of the attendant litigation and enforcement risks. A raft of recent public…more

Stella Sarma

Navigating the New European Commission’s M&A Landscape: What In-House Counsel Need To Know

As the new European Commission (EC) assumes office for the 2024 – 2029 term, in-house legal counsel across industries must brace for an evolving regulatory environment that promises to influence the landscape of mergers and…more

Acquisitions, Competition, EU, European Commission, Mergers

Climate Change, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG), Federal Trade Commission (FTC)

Beth Sasfai

Climate and Sustainability Regulations: 2024 End-of-Year Review

2024 was an active year for environmental, social and governance (ESG) regulations, voluntary reporting standards, and stakeholder policies. While the incoming Trump administration is expected to halt federal sustainability…more

Initial Public Offering (IPO), Investors, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

Jason Savich

Pre-IPO Converts: What Late-Stage Private Companies Should Know

Our late-stage private company clients that are on the path to an IPO in the next 12to 24 months will often ask us for guidance on “pre-IPO converts.” This article explains what a pre-IPO convert is and describes some of the…more

James Schneider

Q2 2024 Venture Financing Report – Interview With Laura Tadvalkar

Key insights from Laura Tadvalkar - On recent advancements toward human health: “We’re seeing the incredible impact of GLP-1 drugs not only for weight loss and diabetes, but across multiple disease areas, including…more

Investment, Investors, Venture Capital, Venture Funding

Commercial Leases, Commercial Tenants, Coronavirus/COVID-19, Force Majeure Clause, Infectious Diseases

Michelle Garcia Schulman

Alert: COVID-19 Considerations for Landlords and Tenants

Companies everywhere are working diligently to analyze potential risks during these challenging times. The growing number of business disruptions and state-ordered shutdowns in the wake of the COVID-19 pandemic is putting a…more

Bribery, Criminal Prosecution, Financial Conduct Authority (FCA), Serious Fraud Office (SFO), UK

William Schwartz

Alert: Remaining Vigilant to Compliance and Enforcement Concerns in Times of Crisis

In times of increased financial stress—and particularly during times of financial shock where expectations and reality diverge significantly and rapidly—internal and external pressures can lead to risk-taking with lasting…more

Grant Schweikert

SBA May Eliminate Self-Certification of SDVOSB Status for Federal Contracting

On June 6, 2024, the US Small Business Administration (SBA) published a direct final rule that would eliminate self-certification of service-disabled veteran-owned small businesses (SDVOSB) status for purposes of agency…more

Class Action, Corporate Counsel, Pleading Standards, PSLRA, Securities Exchange Act

Kimberley Scimeca

Ninth Circuit Affirms Dismissal of Securities Fraud Claims, Rejects Allegations as Nothing More Than ‘Interesting Reading’

A recent decision of the US Court of Appeals for the Ninth Circuit highlights the “heightened and demanding standard” required to plead securities fraud under the Private Securities Litigation Reform Act (PSLRA). In affirming…more

Biotechnology, Capital Markets, Consumer Price Index, Financing, Initial Public Offering (IPO)

Richard Segal

Navigating the Downturn: Biotech Financing Trends

Key takeaways - In 2022, markets have exhibited volatility and general weakness across the board, in part due to inflation and corresponding interest rate hikes. As a result, equity capital markets have had their slowest…more

Josh Seidenfeld

California in Spotlight as Massachusetts Avoids Bill Targeting Private Equity in Healthcare

The Massachusetts legislative session for 2024 has come to a close without the passage of a bill that would have targeted private equity in healthcare. Introduced in May 2024, Massachusetts House Bill (HB) 4653 proposed to…more

Acquisitions, Investment, Investors, Private Equity, Private Equity Firms

Automotive Industry, Automotive Loans, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Financial Services Industry

Demisse Selassie

CFPB Reveals Auto Financing and Servicing Concerns in Latest Report

On October 7, 2024, the Consumer Financial Protection Bureau (CFPB) released its most recent Supervisory Highlights report, which largely focuses on auto finance issues identified in examinations completed by the CFPB between…more

Diversity, Diversity and Inclusion Standards (D&I), Environmental Social & Governance (ESG), Investors, Private Equity

David Selden

Private Equity Forward Forum Takeaways – The Latest Developments in Fund Formation

At the 2024 Private Equity Forward Forum, Cooley partners Jaclyn Rabin and Dave Selden moderated a panel discussion that examined the current private equity fundraising and fund formation landscape, including how the current…more

Digital Health, Investors, Life Sciences

John Sellers

Riding the Waves Through Choppy Waters: Scaling Your Company in Today’s Market

Healthtech executives and investors gathered at Cooley’s 13th Annual Healthtech Conference in early May to discuss market trends and dealmaking, as well as celebrate CEO success stories. In an opening panel addressing top of…more

Corporate Counsel, Corporate Governance, Disclosure Requirements, Publicly-Traded Companies, Reporting Requirements

Sarah Sellers

SEC Reporting Implications for Publicly Traded Companies Impacted by CrowdStrike Defective Software Update

There are a number of US Securities and Exchange Commission (SEC) reporting implications arising from the server-related outages caused by CrowdStrike’s defective software update on July 19, 2024, and their impacts on public…more

Yoana Setzer

Delaware Advance Notice Decisions Highlight Move Toward Enhanced Scrutiny of Board Actions, Even Where Conflicts Exist

Like US constitutional law, Delaware courts apply a tiered standard of judicial review to actions taken by the board of directors of corporations..…more

Advance Notice, Board of Directors, Bylaws, Shareholders

Health Care Providers, Pharmaceutical Industry, PHRMA

Jennifer Shanley

Blog: PhRMA Releases Updated Code on Interactions with Health Care Professionals

The Pharmaceutical Research and Manufacturers of America (“PhRMA”) recently issued an updated Code on Interactions with Health Care Professionals (the “Updated Code”). The Updated Code’s preamble states that it reinforces…more

Cryptocurrency, Department of Justice (DOJ), Digital Assets, Digital Currency, Money Laundering

Ian Shapiro

US Justice Department Appoints First National Cryptocurrency Enforcement Director

The US Department of Justice has announced the appointment of Eun Young Choi as the first director of the National Cryptocurrency Enforcement Team. Choi has been a DOJ prosecutor for nearly a decade and most recently served as…more

Rachel Shapiro

Representation and Warranty Insurance for M&A Deals: Cooling Market and Emerging Trends

While representation and warranty (R&W) insurance continues to be used across a broad range of M&A transactions, its use has cooled as dealmakers navigate challenging market conditions. Even for deals that are getting done, a…more

Acquisitions, Insurance Industry, Mergers, Policy Exclusions, Policy Terms

Timothy Shapiro

IRS Publishes Proposed Regulations on Stock Buyback Excise Tax

On April 12, 2024, the US Department of the Treasury and the IRS published proposed regulations (89 FR 25980 and 89 FR 25829, the “Proposed Regulations”) on the application of Section 4501, which imposes a 1% excise tax on…more

Excise Tax, IRS, Proposed Regulation, Share Buybacks, Stock Repurchases

Patrick Sharma

Recent Release of Updated Procedures for Section 355 Private Letter Rulings

The US Department of the Treasury (Treasury Department) and the IRS recently released Revenue Procedure 2024-24 (Revenue Procedure) and Notice 2024-38 (Notice) establishing revised standards and procedures for taxpayers seeking…more

Internal Revenue Code (IRC), IRS, Section 355, Spinoffs, U.S. Treasury

Benjamin Sharrock

Gaming Industry Does Not Owe General Duty of Care to Customers

In a significant judgment for the gaming industry, the High Court of England and Wales held in Gibson v. TSE Malta LP (t/a Betfair)[1] that gambling operators do not owe a general duty of care to their customers to prevent…more

Duty of Care, Gambling, Gaming, Popular, UK

Double Patent, Intellectual Property Protection, Obviousness, Patent Applications, Patent Expiration

Chad Shear

Federal Circuit Limits In re Cellect, Preserving PTA for First-Filed, First-Issued Patents Within a Family

On August 13, 2024, the US Court of Appeals for the Federal Circuit held in Allergan v. MSN that “a first-filed, first-issued, later-expiring claim” cannot be invalidated for obviousness-type double patenting (ODP) “by a…more

Michael Sheetz

Year-End Tasks for US Employers Facing Compliance Obligations

In recent years, we have seen numerous notable employment and labor law developments annually, and 2023 was no exception. As the year comes to a close, US employers should take time to prepare for 2024 by reviewing their key…more

Employee Handbooks, Employer Liability Issues, Employment Policies, NLRA, NLRB

Artificial Intelligence, Department of Education, Educational Institutions, OCR, Students

Caitlyn Shelby

ED Releases New Guidance on Discrimination in AI Tools

What is it and to whom does it apply? - On November 20, 2024, the US Department of Education (ED) Office of Civil Rights (OCR) released a new resource on Avoiding the Discriminatory Use of Artificial Intelligence…more

California, California Privacy Protection Agency (CPPA), Consumer Privacy Rights, Cybersecurity, Data Brokers

Lei Shen

CPPA Adopts Data Broker Registration Regulations, Begins Delete Act Enforcement

On November 9, 2024, the five-person board of the California Privacy Protection Agency (CPPA) voted unanimously to adopt the proposed Data Broker Registration regulations without modifications. The new regulations seek to…more

Disclosure Requirements, Employer Liability Issues, Job Applicants, Pay Transparency, State Labor Laws

Nat Sherrick

Maryland’s New Pay Transparency Law Effective October 1, 2024

On October 1, 2024, Maryland’s House Bill 649 law takes effect, extending pay transparency requirements for Maryland employers. The law applies to all employers “engaged in a business, industry, profession, trade, or other…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Non-Compete Agreements, Restrictive Covenants

MaryBeth Shreiner

Texas Court Blocks FTC’s Noncompete Ban

On August 20, 2024, the US District Court for the Northern District of Texas in Ryan LLC v. Federal Trade Commission issued an order blocking the Federal Trade Commission (FTC) rule banning all post-employment noncompete…more

Antitrust Provisions, Competition, Cybersecurity, EU, General Data Protection Regulation (GDPR)

Ben Shribman

Alert - Brexit Readiness: Key Impacts of the UK-EU Brexit Deal

Since our last update in December, the UK and the EU have officially agreed on a Brexit deal. The agreement has brought with it a multitude of legislative changes across various areas of UK law. In support of understanding those…more

Disclosure Requirements, Investment Adviser, Investment Advisers Act of 1940, Investors, Private Funds

Jordan Silber

FAQs on SEC’s Private Fund Adviser Rules After Fifth Circuit Decision

As most fund managers have likely heard by now, on June 5, 2024, the US Court of Appeals for the Fifth Circuit vacated the private fund adviser rules that the Securities and Exchange Commission (SEC) adopted in summer 2023,…more

Sarbanes-Oxley, Section 404, Securities and Exchange Commission (SEC), Smaller Reporting Companies

Brent Siler

Blog: SEC Amends ‘Accelerated Filer’ Definition to Exempt Low-Revenue Smaller Reporting Companies From SOX 404(b)

On March 12, the SEC voted (by a vote of three to one, with Commissioner Allison Lee dissenting) to approve amendments to the "accelerated filer" and "large accelerated filer" definitions to provide a narrow carve-out for…more

Acquisitions, Board of Directors, Contract Terms, Corporate Counsel, Merger Agreements

David Silverman

Delaware Double Whammy Casts Doubt on M&A Practices

Delaware courts recently issued important decisions that impact M&A dealmakers and lawyers. In this post, we dive into two cases that serve as a reminder that Delaware grounds review of corporate actions in statutory…more

Food and Drug Administration (FDA), Investors, Pharmaceutical Industry, Securities Fraud, Securities Litigation

Amie Simmons

Second Circuit Highlights Difficulty in Pleading Fraud Claims Involving the Interpretation of Clinical Data

Plaintiffs often file securities fraud claims against pharmaceutical companies alleging that the company misled investors about clinical data, despite the US Food and Drug Administration (FDA) subsequently approving the drug and…more

Antitrust Investigations, Competition, Enforcement Actions, Merger Controls, Mergers

Mark Simpson

UK Competition and Markets Authority Receives Enhanced Merger Control and Enforcement Powers

The Digital Markets, Competition and Consumers Act (DMCC), which became law on 24 May 2024, represents a major shift in UK digital, competition and consumer protection regulation…more

Corporate Counsel, Enforcement Actions, Securities and Exchange Commission (SEC), Whistleblower Protection Policies, Whistleblowers

Elizabeth Skey

SEC Announces FY2024 Enforcement Results, Including Record-breaking Financial Remedies

The Securities and Exchange Commission (SEC) recently announced its enforcement results for fiscal year 2024, during which the SEC obtained the highest amount of financial remedies in history—$8.2 billion, representing a 66%…more

Consumer Product Safety Act (CPSA), Consumer Product Safety Commission (CPSC), Corporate Counsel, Criminal Prosecution, Jury Trial

Shawn Skolky

The Jury Has Spoken: Two Executives Convicted in Groundbreaking Consumer Product Safety Prosecution

In November 2023, a jury convicted two corporate executives of conspiracy and failure to report information about defective residential dehumidifiers as required by the Consumer Product Safety Act (CPSA). The jury verdict is…more

Advocate General, Binding Corporate Rules, Data Protection Authority, EU, EU Data Protection Laws

Amy McCowan Smith

Alert: US House Passes Judicial Redress Act to Facilitate Safe Harbor Negotiations

Following a September 23, 2015 opinion by Advocate General (AG) Bot that the US-EU Safe Harbor framework, which provided for the "safe" transfer of personal data from the EU to the US, did not provide sufficient guarantees for…more

Copyright, Defend Trade Secrets Act (DTSA), Intellectual Property Protection, Patents, The Copyright Act

Stephen Smith

Alert: Combination Litigation Series Part III: Tips for Defendants Litigating Software Disputes at the Intersection of Trade Secret, Copyright and Patent Law

As companies increasingly employ multiple legal regimes to protect IP, defendants face an increase in combination litigation, where they need to simultaneously fend off a combination of trade secret, patent and copyright claims…more

CFIUS, Cross-Border Transactions, Foreign Direct Investment, Foreign Investment, Interest Rates

Rita Sobral

Cooley’s 2023 Cross-Border M&A Year in Review: Navigating Choppy Waters into a More Buoyant 2024

Cross-border M&A activity in 2023 was impacted by heightened geopolitical conflicts, high inflation and interest rates, and increased regulatory pressures as the global economy remained clouded by looming recession fears. Deal…more

Cyber Attacks, Cybersecurity, Data Protection, Denial of Service Attacks, Distributed Denial of Service

Lindsy Solanki

Alert: Congressional Hearings and NIST Publication Continue Focus on IoT Security

Two actions in the past few weeks reflect the continuing government involvement in and concern over the security of Internet of Things (IoT) devices. Attacks using connected devices have highlighted security vulnerabilities and…more

Beneficial Owner, Corporate Transparency Act, FinCEN, Popular, Preliminary Injunctions

Stacey Song

Corporate Transparency Act Reporting Requirements Halted Again – For Now

On December 26, 2024, the US Court of Appeals for the Fifth Circuit issued an order in Texas Top Cop Shop, Inc. et al. v. Garland et al., that effectively pauses beneficial ownership information (BOI) reporting requirements…more

Arbitration, Arbitration Awards, Arbitrators, International Arbitration, UNCITRAL

Lorenzo Sordi

The Main Institutions of International Arbitration

International arbitrations may be conducted under the administration of an institution and pursuant to its institutional arbitration rules (institutional arbitration), or they may be subject to the arbitration rules that lack…more

Artificial Intelligence, Corporate Counsel, Cybersecurity, Data Protection, NIST

Tania Soris

Utah, Colorado Pave Way for AI-Specific State Laws – Is Your Company Ready for the Impending Regulation Wave?

The regulation of artificial intelligence (AI) has drawn significant interest from policymakers in the US, particularly at the state level. There has been a recent slew of legislative activity with respect to comprehensive AI…more

Acquisitions, Board of Directors, Corporate Governance, Mergers, Publicly-Traded Companies

Cullen Drescher Speckhart

Apples, Oranges and Lemonade: Pursuing Multiple Strategic Alternatives in the Public Company Boardroom

In all economic cycles, engaged public company boards and management teams do their homework on the wide range of potential strategic opportunities. In the current market environment, however, we have observed that an increasing…more

Rule 10b-5, Securities and Exchange Commission (SEC), Securities Exchange Act, Securities Fraud

Heather Speers

10th Circuit Rejects Scheme Liability Claim, Finds Presumption of Reliance Rebutted on the Pleadings – A Significant Cooley Win

On October 15, 2024, the US Court of Appeals for the Tenth Circuit affirmed the district court’s dismissal of all claims in In re Overstock Securities Litigation. In doing so, the Tenth Circuit decided an issue of first…more

Artificial Intelligence, Data Protection, General Data Protection Regulation (GDPR), Information Commissioner's Office (ICO), Popular

Leo Spicer-Phelps

ICO Updates Position on Web-Scraping for AI Development

What happened? In an attempt to address ongoing regulatory uncertainty about how the UK General Data Protection Regulation (UK GDPR) and UK Data Protection Act 2018 apply to the development and use of generative artificial…more

Employee Benefits, Employee Incentive Plans, Employee Stock Purchase Plans, HMRC, Reporting Requirements

Nicola Squire

UK Reporting for Share Plans With UK Participants Due 6 July, Change of EMI Option Notification Deadline as of 6 April

The deadline is approaching for the HM Revenue & Customs (HMRC) year-end reporting requirements for companies in the UK, US and elsewhere with share options and other share awards granted to – and share acquisitions by – UK…more

Employee Rights, Employer Liability Issues, Hiring & Firing, International Labor Laws, UK

Chris Stack

New UK Employment Rights Bill Marks Landmark Shift in Worker Protections

On 10 October 2024, the UK Labour government unveiled a landmark Employment Rights Bill aimed at revolutionising worker protections and rights. According to the government, the bill is designed to boost pay and productivity via…more

Contract Terms, Force Majeure Clause, Performance Standards, UK

Henry Stewart

MUR Shipping U-Turn: non-contractual performance would have overcome a force majeure event

Earlier this year, the High Court of England and Wales held in MUR Shipping BV v RTI Ltd that an obligation to undertake ‘reasonable endeavours’ to overcome a force majeure event did not require the claimant to accept…more

Amgen v Sanofi, Intellectual Property Protection, Patent Litigation, Patents, Pharmaceutical Patents

Christina Stock

Are Broader Antibody Patents Possible in US Through Means-Plus-Function Claiming?

Numerous court decisions over the past decade – such as Amgen Inc. v. Sanofi from the US Supreme Court and Juno Therapeutics, Inc. et al. v. Kite Pharma, Inc. from the US Court of Appeals for the Federal Circuit – have called…more

Samantha Strauss

DOJ Challenges Use of Certain Pricing Algorithms

On August 23, 2024, the Department of Justice (DOJ) sued real estate software company RealPage alleging the company’s software reduces competition between landlords, resulting in inflated rents and less favorable lease terms for…more

Algorithms, Department of Justice (DOJ), Landlords, Pricing, Rental Property

Steve Strauss

Ninth Circuit Affirms Dismissal of Securities Class Action Against Qualcomm

Cooley litigators secured a win on behalf of Qualcomm, a San Diego based technology company that specializes in semiconductors, in a securities class action filed in the United States District Court for the Southern District of…more

CFIUS, Class Action, Qualcomm, Securities Fraud, Securities Litigation

Christopher Suhler

FCC Enforcement Actions Pose New Risks for Vendors to Telecom Companies

Last week, the Federal Communications Commission (FCC) released a $13 million settlement with AT&T that concluded an investigation into a third-party data breach that exposed AT&T customer data. This is the latest in a series of…more

AT&T, Cybersecurity, Data Breach, Data Protection, Data Security

Federal Trade Commission (FTC), Food and Drug Administration (FDA), Life Sciences, Orange Book, Patents

Sanya Sukduang

FTC Continues to ‘Dispute’ Orange Book Device Patent Listings, But Still No Antitrust Enforcement

Over the last eight months, the US Federal Trade Commission (FTC) has focused on what it characterizes as “improper” Orange Book listings and the impacts of such listings on generic entry…more

Arbitration, Arbitration Agreements, Arbitration Awards, Arbitrators, International Arbitration

Marc Suskin

The Benefits and Perils of Expedited Arbitration Clauses

Companies often complain that international arbitration can be as long of a process as litigation. Therefore, they inquire about faster ways of resolving disputes, such as resorting to expedited arbitration. Many arbitration…more

Antitrust Division, Antitrust Litigation, Antitrust Provisions, Antitrust Violations, Competition

Sarah Swain

Alert: Antitrust Trends in 2019: Enforcement Watch List for the Year to Come

As 2019 kicks off, the Cooley antitrust group highlights 10 recent developments and trends corporate counsel should be aware of – from the US Supreme Court and lower courts, the Department of Justice and Federal Trade Commission…more

California, CARB, Climate Change, Disclosure Requirements, Greenhouse Gas Emissions

Megan Taing

Developments in California and Other State Climate Legislation

On August 31, 2024, the California Legislature passed Senate Bill 219, approving certain technical amendments to the climate disclosure requirements under Senate Bill 253 (greenhouse gas, or GHG, emissions) and Senate Bill 261…more

Beneficial Owner, Financial Industry Regulatory Authority (FINRA), Form ADV, Investment Adviser, Private Equity

Mark Tanoury

Alert: Upcoming Regulatory Deadlines and Compliance Checklist for VC and PE Firms

This alert highlights near-term regulatory deadlines that commonly apply to venture capital and private equity firms. For a more detailed description of regulatory and contractual requirements that commonly apply to venture…more

Automatic Renewals, Cancellation Rights, Consumer Contracts, Contract Renewal, Contract Terms

Claire Temple

Government Reveals New Proposals for Incoming Subscription Contracts Regime Under DMCC Act

In our last update on the Digital Markets Competition and Consumer Act (DMCC Act), we outlined some of the key consumer protection enhancements set to come into force in the UK. In particular, the DMCC Act sets out new rules for…more

Coronavirus/COVID-19, Employer Liability Issues, Employer Responsibilities, Health and Safety, Infectious Diseases

Gregory Tenhoff

Alert: Virginia Enacts Permanent COVID-19 Employee Health and Workplace Safety Regulations

On January 13, the Virginia Department of Labor and Industry’s Safety and Health Codes Board voted to enact a permanent workplace safety rule to protect employees from COVID-19 exposure, making Virginia one of the first states…more

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Laura Terlouw

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

Banking Sector, Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Military Service Members, Student Loans

Christine Thebaud

Student Loan Servicing Risks Top CFPB Concerns for Servicemembers, Veterans

On September 24, 2024, the Consumer Financial Protection Bureau (CFPB) Office of Servicemember Affairs released its 2023 annual report highlighting complaint trends submitted by active-duty servicemembers, veterans and military…more

Employee Stock Purchase Plans, Filing Requirements, IRS, ISOs, Reporting Requirements

Dionne Thomas

Year-End Reporting for ISO Exercises and ESPP Stock Transfers

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Arbitration, Arbitration Agreements, Arbitration Awards, Arbitrators, International Arbitration

Rachel Thorn

The Benefits and Perils of Expedited Arbitration Clauses

Companies often complain that international arbitration can be as long of a process as litigation. Therefore, they inquire about faster ways of resolving disputes, such as resorting to expedited arbitration. Many arbitration…more

Disclosure Requirements, Foreign Private Issuers, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

Courtney Thorne

Update: Proposed Repeal of Section 16 Exemption for FPIs Dropped

Earlier this year, we wrote about a proposal buried within the Senate version of the National Defense Authorization Act for Fiscal Year 2024 that would effectively make insiders of foreign private issuers (FPIs) subject to both…more

Jeffrey Tolin

Recent Release of Updated Procedures for Section 355 Private Letter Rulings

The US Department of the Treasury (Treasury Department) and the IRS recently released Revenue Procedure 2024-24 (Revenue Procedure) and Notice 2024-38 (Notice) establishing revised standards and procedures for taxpayers seeking…more

Internal Revenue Code (IRC), IRS, Section 355, Spinoffs, U.S. Treasury

Acquisitions, Contract Termination, Coronavirus/COVID-19, Material Adverse Effects, Mergers

Michael Tollini

Blog: Pandemic-Related Deal Litigation Highlights Buyer Leverage in Transactions Requiring Debt Financing

In a May blog post we discussed several initial observations regarding the dozens of M&A transactions that were signed prior to March 2020 and that were in jeopardy as a result of COVID-19. Since that post, the Delaware Chancery…more

Initial Public Offering (IPO), Merger Agreements, Mergers, Private Investment in Public Equity (PIPEs), Publicly-Traded Companies

Steve Tonsfeldt

2021 Update: 10 Key Considerations for Going Public with a SPAC

It is a reasonable extrapolation – and we are nothing at Cooley if not wildly reasonable – that, since the beginning of time, more operating companies are considering going public through a merger with a SPAC (Special Purpose…more

Class Action, Derivative Suit, Derivatives, Shareholder Litigation, Shareholders

Sarah Topol

Recent Trends in Parallel Derivative Action Settlement Outcomes

A new report by Cornerstone Research, a top consulting and expert testimony firm, highlights recent trends in settlements of derivative lawsuits brought in parallel to securities class actions…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), Pilot Programs, Whistleblower Awards

Keegan Trofatter

DOJ Launches New Incentive Program for Corporate Whistleblowers

The US Department of Justice has officially launched its whistleblower rewards pilot program, which offers financial incentives to individuals who report corporate misconduct to the DOJ and meet certain criteria. Deputy…more

Bureau of Industry and Security (BIS), Export Administration Regulations (EAR), Export Controls, Exports, Medical Devices

Karen Tsai

New License Exception Authorizes Exports of Previously Restricted Medical Devices and Related Items to Russia, Belarus, Occupied Ukraine

The US Department of Commerce’s Bureau of Industry and Security (BIS) added a new License Exception for Medical Devices (License Exception MED), effective April 29, 2024, authorizing exports, reexports and transfers of certain…more

Acquisitions, Artificial Intelligence, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

Christine Tse

Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51%…more

Investors, Loss Causation, Securities and Exchange Commission (SEC), Securities Exchange Act, Securities Fraud

Michael Tu

Eleventh Circuit Reiterates Loss Causation not a Given at Pleading Stage

Securities class action plaintiffs and defendants often disagree about the degree of difficulty to plead loss causation at the motion to dismiss phase. The US Court of Appeals for the Eleventh Circuit recently shed some light on…more

Edward Turtle

Productwise Battery Shorts, Part 1: Are My Products Affected and When Do I Need to Comply?

The European Union Batteries Regulation 2023/1542 started applying in August 2024 and represents a major change for anyone who manufactures, imports, or sells stand-alone batteries, or products containing batteries…more

Batteries, Consumer Product Companies, EU, Importers, Labeling

Data Protection, Data Transfers, EU, European Data Protection Board (EDPB), European Economic Area (EEA)

Patrick Van Eecke

Guidelines 02/2024 on Article 48 of the GDPR: EDPB Clarifies Rules for Data Sharing With Third-Country Authorities

In the ever-evolving landscape of data protection and privacy, the General Data Protection Regulation (GDPR) stands as the most significant legislative framework for processing personal data. Known for its extraterritorial…more

Joseph Van Tassel

Alert: Supreme Court Eliminates Laches Defense for Many Patent Infringement Cases

On March 21, 2017, the Supreme Court issued its decision in SCA Hygiene Products Aktiebolag v. First Quality Baby Products, LLC, which addressed the viability of the equitable defense of laches under the patent laws. Key…more

Damages, Laches, Patent Act, Patent Infringement, Patents

Initial Public Offering (IPO), Merger Agreements, Mergers, Private Investment in Public Equity (PIPEs), Publicly-Traded Companies

Kristin VanderPas

2021 Update: 10 Key Considerations for Going Public with a SPAC

It is a reasonable extrapolation – and we are nothing at Cooley if not wildly reasonable – that, since the beginning of time, more operating companies are considering going public through a merger with a SPAC (Special Purpose…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Non-Compete Agreements, Restrictive Covenants

Ryan Vann

Texas Court Blocks FTC’s Noncompete Ban

On August 20, 2024, the US District Court for the Northern District of Texas in Ryan LLC v. Federal Trade Commission issued an order blocking the Federal Trade Commission (FTC) rule banning all post-employment noncompete…more

Jay Vaughan

Department of Education Announces Extension to FVT/GE Reporting Timeline

The US Department of Education (ED) recently announced a revised timeline for the implementation of the new Financial Value Transparency and Gainful Employment regulations (FVT/GE Rule). Despite two prior extensions, the…more

Dear Colleague Letter, Department of Education, FAFSA, Financial Aid, Students

Erich Veitenheimer

Alert: USDA Announces Acceptance of PVP Applications for Hemp

Recent developments following the enactment of the 2018 Farm Bill have now made it easier for hemp growers to protect their genetics. The 2018 Farm Bill removed hemp as a Schedule I substance. (See January 2019 Cooley Alert.)…more

Farm Bill, Hemp, Patents, Plant Variety Protection Office (PVPO), USDA

Beneficial Owner, Financial Industry Regulatory Authority (FINRA), Form ADV, Investment Adviser, Private Equity

Aaron Velli

Alert: Upcoming Regulatory Deadlines and Compliance Checklist for VC and PE Firms

This alert highlights near-term regulatory deadlines that commonly apply to venture capital and private equity firms. For a more detailed description of regulatory and contractual requirements that commonly apply to venture…more

Natalie Vernon

Cooley’s 2021 Life Sciences M&A Year in Review

General trends in life sciences M&A Although the COVID-19 pandemic that defined 2020 continued to shape much of the life sciences industry in 2021, the way that it did was markedly different. While 2020’s M&A landscape was…more

Acquisitions, Life Sciences, Mergers, Pharmaceutical Industry, Private Equity

Julie Veroff

Ninth Circuit Affirms Dismissal of Securities Class Action Against Qualcomm

Cooley litigators secured a win on behalf of Qualcomm, a San Diego based technology company that specializes in semiconductors, in a securities class action filed in the United States District Court for the Southern District of…more

CFIUS, Class Action, Qualcomm, Securities Fraud, Securities Litigation

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Lois Voelz

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

Corporate Governance, Diversity, Diversity and Inclusion Standards (D&I), Venture Capital

Erin Walczewski

11th Circuit Fearless Fund Ruling Raises Questions About Future of Race-Conscious Corporate DEI and Philanthropic Initiatives

On June 3, 2024, the US Court of Appeals for the 11th Circuit ordered entry of a preliminary injunction blocking venture capital firm Fearless Fund from administering a grant program through its philanthropic foundation for…more

Consumer Financial Protection Bureau (CFPB), Financial Institutions, Financial Services Industry, Open Banking, Proposed Rules

Christopher Walczyszyn

CFPB Proposes Financial Data and Open Banking Rule

On October 19, 2023, the Consumer Financial Protection Bureau (CFPB) issued a notice of proposed rulemaking to implement Section 1033 of the Dodd-Frank Act. Section 1033 of Dodd-Frank requires covered persons to make information…more

Continuing Legal Education, Digital Health, Health Care Providers, Healthcare Facilities, Life Sciences

Eric Walker

[Virtual Event] An Ounce of Prevention – Proactive Planning for Healthcare and Life Sciences Companies - April 25th, 11:00 am - 12:00 pm PT

Cooley Rx is a virtual series focused on the life sciences and healthcare sectors. Even the best-laid plans need contingency options. In this presentation, we’ll share the top five things a life sciences company should be…more

David Walsh

Year-End Tasks for US Employers Facing Compliance Obligations

In recent years, we have seen numerous notable employment and labor law developments annually, and 2023 was no exception. As the year comes to a close, US employers should take time to prepare for 2024 by reviewing their key…more

Employee Handbooks, Employer Liability Issues, Employment Policies, NLRA, NLRB

Fund Managers, General Partner, Limited Partnerships, Venture Capital

Joyce Wang

GP-Led Secondary Transactions and Continuation Funds

Secondary transactions led by a general partner (GP) have gained significant traction as an alternative liquidity solution for venture capital managers “managing out” their older vintage funds with valuable – but often illiquid…more

Antitrust Provisions, Department of Justice (DOJ), Enforcement Actions, Federal Trade Commission (FTC), Horizontal Merger Guidelines

Rubin Waranch

What Dealmakers Need to Know

As a capstone on the Biden administration’s aggressive 2023 antitrust enforcement, the Department of Justice (DOJ) and Federal Trade Commission (FTC) jointly issued revised Merger Guidelines before the holidays, replacing the…more

Corporate Counsel, EU, European Patent Convention, European Patent Office, Intellectual Property Protection

Oliver Ware

European Patent Office Makes Major Changes in Priority Entitlement

The Enlarged Board of Appeal of the European Patent Office (EPO) has issued a new dual decision – G1/22 and G2/22 – dealing with the assessment of priority rights at the EPO. The decision represents a significant break from the…more

Casey Warsh

FCC Adopts New TCPA Rules for Lead-Generated Communications

Marketers that solicit sales or advertise products or services using “robocalls” or “robotexts” (i.e., calls or texts that are initiated using an “automatic telephone dialing system” or voice calls made using an artificial or…more

FCC, Lead Generators, Prior Express Consent, Robocalling, TCPA

Pam Washburn

Blog: Choosing a Lawyer for Your Startup

Choosing a lawyer for your startup is a decision you should consider carefully. Your options may include solo practitioners, small regional firms, large multi-national firms and everything in between. You might even consider…more

Investors, Startups, Venture Capital

Digital Goods, Digital Marketplace, Disclosure Requirements, E-Commerce, Internet Retailers

Charles Watkins II

New California Law Requires Disclosures for Selling Online Digital Goods

A new California law, AB 2426, will require any company offering to California consumers online-only digital goods – including a broad category of online media and content, such as games, video, audio, digital books and other…more

America Invents Act, Broadest Reasonable Interpretation Standard, Cuozzo Speed Technologies v Lee, Inter Partes Review (IPR) Proceeding, SCOTUS

Mark Weinstein

Alert: Supreme Court's Cuozzo Decision Signals PTO Invalidity Proceedings Here to Stay

The Supreme Court issued a decision this week that is significant for all companies that operate in patent-intensive industries. In Cuozzo Speed Technologies, LLC v. Lee, — S.Ct. — (2016), the Supreme Court considered the…more

Corporate Executives, Corporate Governance, Disclosure Requirements, Securities and Exchange Commission (SEC)

Amanda Weiss

Should SEC Revisit Executive Security Perquisite Disclosure?

The recent homicide of UnitedHealthcare CEO Brian Thompson has put a spotlight on executive security and has prompted many companies to reassess how they are protecting their top executives. We also believe that in the wake of…more

Employee Stock Purchase Plans, Filing Requirements, IRS, ISOs, Reporting Requirements

Thomas Welk

Year-End Reporting for ISO Exercises and ESPP Stock Transfers

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Henry Wendel

FCC to Require Video Conferencing Providers, Equipment and Software to Include Accessibility Features

The Federal Communications Commission’s second report and order and further notice of proposed rulemaking (FNPRM) increases accessibility to video conferencing and Telecommunications Relay Service (TRS) for individuals with…more

Accessibility Rules, Comment Period, FCC, Telecommunications, Videoconference

Initial Public Offering (IPO), Investment, Investment Funds, Investors, Venture Capital

Peter Werner

Q1 2024 Quarterly VC Update: Chris Ahn on the State of Venture Capital Investing

In conjunction with our Q1 2024 Venture Financing Report, we sat down with Chris Ahn of Haun Ventures to get his take on the state of venture capital investing…more

Board of Directors, Corporate Governance, Cybersecurity, Proposed Legislation, Publicly-Traded Companies

Francis Wheeler

Alert: New Bill Targets Cybersecurity Expertise on Boards of Directors

On December 17, 2015, Senators Jack Reed (D-RI) and Susan Collins (R-Maine) introduced, S2410, the Cybersecurity Disclosure Act of 2015, which would require public companies to disclose what cybersecurity expertise their Board…more

America Invents Act, Article III, Constitutional Challenges, Inter Partes Review (IPR) Proceeding, Oil States Energy Services v Greene's Energy Group

Sam Whitt

Alert: Supreme Court Upholds Inter Partes Reviews, Clarifies Rules of Proceedings

The Supreme Court issued two highly anticipated opinions addressing the constitutionality and required scope of IPR proceedings. In Oil States Energy Services, LLC v. Greene's Energy Group, LLC, Case No. 16-712, 584 U.S. _____…more

Limited Liability Company (LLC), Person with Significant Control (PSC Register), UK, UK Companies Acts

Julie Wicklund

Alert: United Kingdom; New Beneficial Owner Disclosure Requirements; The PSC Register

New UK laws, which came into force on April 6th, impose an obligation publicly to disclose the ultimate beneficial owners or controllers who have "significant control" over UK incorporated companies. The UK is the first country…more

Antitrust Provisions, Competition, Cybersecurity, EU, General Data Protection Regulation (GDPR)

John Wilkinson

Alert - Brexit Readiness: Key Impacts of the UK-EU Brexit Deal

Since our last update in December, the UK and the EU have officially agreed on a Brexit deal. The agreement has brought with it a multitude of legislative changes across various areas of UK law. In support of understanding those…more

Charity Williams

Blog: Cooley’s 2020 Life Sciences M&A Year in Review

General Trends in Life Sciences M&A - If 2019 was the year of life sciences mega-deals, 2020 was the year of COVID-19, as the global pandemic permeated every aspect of the dealmaking landscape, with the life sciences sector…more

Acquisitions, Biopharmaceutical, Coronavirus/COVID-19, Life Sciences, Mergers

Class Action, Cryptocurrency, Securities Act of 1933, Securities Litigation

Zach Williams

Securities Plaintiffs Pursuing Crypto, Banking and High-Dollar-Value Cases in 2023, According to Cornerstone Research Report

Cornerstone Research (a top consulting and expert testimony firm) recently issued its highly anticipated midyear report on securities class action filings. The report examines recent trends in securities class action filings and…more

David Wilson

UK Government Sets Tax Agenda

On October 30, 2024, the Labour government delivered its first Budget since assuming power in July 2024. The Budget is the main annual fiscal event in the UK, and yesterday’s announcements were an important opportunity for the…more

International Tax Issues, Sales Tax, Tax Liability, Tax Planning, UK

Capital Gains, Income Taxes, Qualified Small Business Stock, Tax Rates

Mark Windfeld-Hansen

Alert: Proposed Federal Tax Legislation Would Reduce QSBS Benefit and Raise Capital Gain Rates

Last week, the House Ways and Means Committee announced its consideration of federal tax legislative proposals that include reducing the exclusion from income of gain on the sale of qualified small business stock (QSBS) and…more

Annotated Case Law, Appeals, Copyright, Copyright Infringement, Copyrightable Subject Matter

David Wittenstein

Alert: High Court Rules Works Authored by Legislators in Their Legislative Capacity Ineligible for Copyright Protection

A divided Supreme Court has held that works authored by legislatures or legislators in their legislative capacity are ineligible for copyright protection (Georgia v. Public.Resource.Org, Inc.). The Copyright Act protects…more

California, Cryptocurrency, Department of Financial Protection and Innovation (DFPI), Digital Assets, Virtual Currency

Nancy Wojtas

California DFPI Invites Comments on Potential Rulemaking to Implement Digital Financial Assets Law

On November 20, 2023, the California Department of Financial Protection and Innovation (DFPI) issued an invitation for comments on a potential rulemaking relating to two new California laws that will impose sweeping obligations…more

Employee Benefits, Employee Incentive Plans, Employee Stock Purchase Plans, HMRC, Reporting Requirements

Alice Wong

UK Reporting for Share Plans With UK Participants Due 6 July, Change of EMI Option Notification Deadline as of 6 April

The deadline is approaching for the HM Revenue & Customs (HMRC) year-end reporting requirements for companies in the UK, US and elsewhere with share options and other share awards granted to – and share acquisitions by – UK…more

Food and Drug Administration (FDA), Induced Infringement, Intellectual Property Protection, Labeling, Patent Infringement

Alissa Wood

Alert - GSK v. Teva: Federal Circuit Opinion After Rehearing Confirms Induced Infringement Liability Despite Skinny Label

In October 2020, as reported in a previous Cooley alert, the US Court of Appeals for the Federal Circuit reinstated a jury’s verdict that Teva infringed GSK’s patented method of using its Coreg drug product, even though Teva’s…more

Employee Stock Purchase Plans, Filing Requirements, IRS, ISOs, Reporting Requirements

Amy Wood

Year-End Reporting for ISO Exercises and ESPP Stock Transfers

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

EU, European Patent Office, Intellectual Property Protection, Inventions, Inventors

David Wraige

Alert: G 1/19 – EPO Enlarged Board of Appeal Decides on Inventiveness of Computer-Implemented Simulations

The European Patent Office (EPO) published its decision to the highly anticipated G 0001/19 on March 10, 2021. It was the first time the EPO has held a hearing via videoconference and only the second hearing relating to…more

Clinical Trials, EU, European Medicines Agency (EMA), Life Sciences, Pharmaceutical Industry

Elizabeth Anne Wright

EMA Adopts Revised CTIS Transparency Rules

On 5 October 2023, the European Medicines Agency (EMA) adopted revised transparency rules for the publication of information on clinical trials submitted through the Clinical Trials Information System (CTIS). The CTIS plays a…more

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

Aric Wu

US Supreme Court: Pure Omissions Not Actionable UnderRule 10b-5(b)

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule…more

Corporate Counsel, Enforcement Actions, Securities and Exchange Commission (SEC), Whistleblower Protection Policies, Whistleblowers

Bingxin Wu

SEC Announces FY2024 Enforcement Results, Including Record-breaking Financial Remedies

The Securities and Exchange Commission (SEC) recently announced its enforcement results for fiscal year 2024, during which the SEC obtained the highest amount of financial remedies in history—$8.2 billion, representing a 66%…more

Disclosure Requirements, HKEx, Hong Kong, Hong Kong Securities and Futures Commission (HKSFC), Hong Kong Stock Exchange

Mengchao Wu

SFC and HKEX Release Joint Statement on Enhanced Time Frame for New Listing Application Process

Key points/Q&A Over the years, the Securities and Futures Commission (SFC) and the Stock Exchange of Hong Kong Limited (HKEX) have made continuous efforts to enhance the application process for new listing applications,…more

Employer Liability Issues, Employment Litigation, Labor & Workforce Development Agency (LWDA), Labor Code, Private Attorneys General Act (PAGA)

Summer Wynn

California Enacts Sweeping Changes to PAGA

On July 1, 2024, California Gov. Gavin Newsom signed into law two bills that significantly reform the California Private Attorneys General Act of 2004 (PAGA). California employers will soon benefit from a myriad of reforms that…more

Employee Benefits, Employee Incentive Plans, Employee Stock Purchase Plans, HMRC, Reporting Requirements

Jia Xie

UK Reporting for Share Plans With UK Participants Due 6 July, Change of EMI Option Notification Deadline as of 6 April

The deadline is approaching for the HM Revenue & Customs (HMRC) year-end reporting requirements for companies in the UK, US and elsewhere with share options and other share awards granted to – and share acquisitions by – UK…more

Babak Yaghmaie

Finding the Right Angel Investor for You

If you check the box on chemistry, you will want to find investors that will add bench strength to the management team. That is, investors with domain expertise — either through prior investments or operational experience — or…more

Angel Investors, Funding, Startups

Coronavirus/COVID-19, Financial Reporting, Hong Kong, Infectious Diseases, Paid Leave

Kaiting Yang

Alert: Highlights of Hong Kong SAR Government’s Policies in Light of COVID-19

Hong Kong SAR Government has implemented stricter immigration control and public health measures to help enterprises and individuals during the epidemic…more

FDA Approval, Food and Drug Administration (FDA), Pharmaceutical Industry, Prescription Drugs

Zimu Yang

FDORA’s Changes to the FDA Accelerated Approval Program

Enacted on December 29, 2022, the Consolidated Appropriations Act (the year-end omnibus spending bill) includes the Food and Drug Omnibus Reform Act (FDORA), which enhances the Food and Drug Administration’s authority in several…more

Climate Change, Corporate Governance, Disclosure Requirements, Greenhouse Gas Emissions, Securities and Exchange Commission (SEC)

Charlotte Yin

Comparing the SEC Climate Rules to California, EU and ISSB Disclosure Frameworks

The Securities and Exchange Commission (SEC) adopted its long-awaited climate disclosure rules on March 6, 2024. (For more information, see our recent Cooley client alert, webinar and resource page.) The final rules require US…more

Financial Services and Markets Act, Insurance Industry, UK, UK Brexit

David Young

Blog: High Court grants order for pre-directions in relation to scheme of arrangement potentially affected by Brexit

In AXA Art Vershicherung AG, UK Branch and Others, Re [2019] 10 WLUK 186 Roth J considered a joint application from three companies for pre-directions with regard to a proposed business transfer scheme. The three applicants were…more

Capital Markets, HKEx, Hong Kong, Hong Kong Stock Exchange, Special Purpose Acquisition Companies (SPACs)

Michael Yu

HKEx Relaxes Listing Rules for Specialist Technology Companies and DeSPAC Transactions

On August 23, 2024, the Securities and Futures Commission of Hong Kong and the Stock Exchange of Hong Kong Limited (HKEx) jointly announced temporary modifications to HKEx’s Listing Rules and guidance materials with respect…more

Cyber Incident Reporting, Cybersecurity, Disclosure Requirements, Form 8-K, Risk Management

Milson Yu

SEC Settles Charges Against RR Donnelley Related to Cybersecurity Incident Disclosure and Internal Access Controls

On June 18, 2024, the Securities and Exchange Commission (SEC) announced that it had settled claims against RR Donnelley (RRD) related to a 2021 ransomware and cyber extortion attack. Despite RRD having discovered and reported…more

Capital Markets, HKEx, Hong Kong, Hong Kong Stock Exchange, Special Purpose Acquisition Companies (SPACs)

Tonny Yu

HKEx Relaxes Listing Rules for Specialist Technology Companies and DeSPAC Transactions

On August 23, 2024, the Securities and Futures Commission of Hong Kong and the Stock Exchange of Hong Kong Limited (HKEx) jointly announced temporary modifications to HKEx’s Listing Rules and guidance materials with respect…more

Zhijing Yu

China Issues Network Data Security Management Regulations

On September 30, 2024, China’s State Council released the Network Data Security Management Regulations, which will enter into force on January 1, 2025. The regulations apply to “electronic data processed and generated through…more

China, Cybersecurity, Data Privacy, Data Protection, Data Security

Anti-Discrimination Policies, California, Disclosure Requirements, Employer Liability Issues, Employment Policies

Andy Zachrich

Keeping Up With California: New Laws Impacting Employers in 2025

During California’s 2024 legislative session, California Gov. Gavin Newsom signed several new employment laws impacting California employers. Unless otherwise specified, the laws summarized below take effect on January 1, 2025…more

Coronavirus/COVID-19, Filing Deadlines, Income Taxes, Infectious Diseases, Wage and Hour

Christina Zhang

Alert: Highlights of Chinese Government’s Policies in Light of COVID-19

Since the outbreak of the coronavirus disease (COVID-19), the China central government has issued policies and guidelines in various aspects to help enterprises and individuals during the epidemic. Following the central…more

Capital Markets, HKEx, Hong Kong, Hong Kong Stock Exchange, Special Purpose Acquisition Companies (SPACs)

Jie Zhang

HKEx Relaxes Listing Rules for Specialist Technology Companies and DeSPAC Transactions

On August 23, 2024, the Securities and Futures Commission of Hong Kong and the Stock Exchange of Hong Kong Limited (HKEx) jointly announced temporary modifications to HKEx’s Listing Rules and guidance materials with respect…more

Acquisitions, Federal Trade Commission (FTC), Initial Public Offering (IPO), Life Sciences, Mergers

Michael Zhang

Cooley’s 2022 Life Sciences M&A Year in Review

Although 2022 saw a general decline in M&A activity in the life sciences industry compared to 2021’s frenetic pace (when deal volume was up 52% from 2020), life sciences deal flow in 2022 on balance remained strong despite the…more

Americans with Disabilities Act (ADA), Artificial Intelligence, Employment Discrimination, Software, Software Developers

Steven Zuckerman

California Federal Court Clears Path for Software Developers’ Potential Employment Discrimination Liability

On July 12, 2024, in a landmark decision, the US District Court for the Northern District of California held that software developer Workday, a human resource management service provider for employers, can be held liable as an…more