Dorsey & Whitney LLP

Federal Reserve Announces $750 Billion in Credit Facilities for Corporate Debt Market

On April 9, the Federal Reserve Board announced updated terms for two facilities to support corporate debt markets. The Primary Market Corporate Credit Facility (“PMCCF”) will serve as a funding backstop for corporate debt…more

Coronavirus/COVID-19, Credit Facilities, Debt Financing, Distressed Debt, Emergency Response

See all updates »

Fifth Circuit Holds Avoidance Actions Can Be Sold

Joining the Eighth and Ninth Circuit Courts of Appeals, the Fifth Circuit Court of Appeals recently held that a debtor or trustee can sell its avoidance actions to third-party, non-estate representatives. See Briar Capital…more

Avoidance, Bankruptcy Code, Commercial Bankruptcy, Creditors, Debtors

See all updates »

AI regulation introduced in Europe - setting the way forward for the rest of the world or slowing down the adoption of new tech?

The EU AI Act, which was passed by the European Parliament on 13 March and is set to become law later this year, will probably be the world’s first legislation to introduce a general regulatory framework for artificial…more

Artificial Intelligence, Cybersecurity, Distributors, EU, Importers

See all updates »

Can I please go to work yet?

Working from home. When it started back in March, it was a novel experience. Dry cleaning bills went to zero, we could reallocate commuting time to catching up on Netflix, and we knew we’d be home for family dinner…more

Coronavirus/COVID-19, Employer Responsibilities, Health and Safety, Remote Working, Shelter-In-Place

See all updates »

Supreme Court Raises Standard for Denial of Religious Accommodations

Yesterday, the U.S. Supreme Court issued an important decision altering the standard for religious accommodations under Title VII of the Civil Rights Act of 1964. In Groff v. DeJoy, the Court held employers must “show that the…more

Americans with Disabilities Act (ADA), Civil Rights Act, De Minimus Doctrine, Employer Liability Issues, Equal Employment Opportunity Commission (EEOC)

See all updates »

Employers Beware: Recent Developments in Employee No-Poaching Agreements

No poaching agreements among employers continue to make antitrust news, and employers and their HR professionals need to take note. Whether or not a particular agreement has a valid purpose (such as protecting an employer’s…more

Antitrust Violations, Department of Justice (DOJ), Employer Liability Issues, Franchise Agreements, Franchises

See all updates »

SEC Staff Provides Welcome Guidance to Resource Extraction Issuers

As discussed in our January 10, 2024 webinar, new SEC rules require resource extraction issuers that file reports with the SEC to file a Form SD within 270 days after each fiscal year end to report their payments to the U.S…more

Canada, Corporate Governance, Corporate Issuers, Filing Deadlines, Form SD

See all updates »

Patent Office Publishes Subject Matter Eligibility Guidance

On July 16, 2024, the United States Patent and Trademark Office (“USPTO”) announced new guidance for examination of patent applications directed to critical and emerging technologies, including artificial intelligence (AI)…more

Alice/Mayo, Artificial Intelligence, CLS Bank v Alice Corp, Emerging Technologies, Judicial Exception

See all updates »

DOJ Announces First Settlement Under New Civil Cyber-Fraud Initiative

In October 2021, the Department of Justice (“DOJ”) announced its new Civil Cyber-Fraud Initiative, led by the Civil Division’s Fraud Section, to enhance its ongoing efforts to address cybersecurity threats. The initiative…more

Cybersecurity, Department of Justice (DOJ), Electronic Medical Records, Enforcement Actions, False Claims Act (FCA)

See all updates »

Crowdfunding: A New Way for Montana Companies to Raise Money

A new exemption passed in the Montana 2015 legislative session will allow Montana companies to use crowdfunding to offer and sell securities in Montana beginning July 1, 2015. This exemption is subject to various limitations and…more

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

See all updates »

DOL and IRS Relief on Deadlines

The DOL and IRS have issued relief for employers, participants, and beneficiaries regarding a number of deadlines with respect to employee benefit plans. This update reviews three recent pieces of guidance that provide relief…more

Benefit Plan Sponsors, COBRA, Department of Labor (DOL), Employee Benefits, IRS

See all updates »

Overview of Three Recent Decisions on the Interpretation of Contractual Clauses

English courts will seek to determine the objective meaning of a contractual provision when a dispute as to its interpretation arises. The starting point is the ordinary meaning of the words in the agreement but as and when it…more

Breach of Contract, Contract Disputes, Contract Drafting, Contract Interpretation, Contract Terms

See all updates »

Overview of Three Recent Decisions on the Interpretation of Contractual Clauses

English courts will seek to determine the objective meaning of a contractual provision when a dispute as to its interpretation arises. The starting point is the ordinary meaning of the words in the agreement but as and when it…more

Breach of Contract, Contract Disputes, Contract Drafting, Contract Interpretation, Contract Terms

See all updates »

Recent Updates to the H-1B Registration Process for FY 2026

The United States Citizenship and Immigration Services (USCIS) is expected to soon announce the fiscal year 2026 H-1B lottery registration period. Historically, the USCIS has opened the H-1B cap registration period in the first…more

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

See all updates »

Third Circuit Confirms Expansion of Anti-Retaliation Standard Under the False Claims Act

On November 30, 2022, the Third Circuit Court of Appeals vacated dismissal of a retaliation action brought by Don Ascolese (“Ascolese”) under the False Claims Act (“FCA”).  See United States ex rel. Don Ascolese v. Shoemaker…more

Anti-Retaliation Provisions, Appeals, Employer Liability Issues, Employment Litigation, False Claims Act (FCA)

See all updates »

EEOC and DOJ Issue Joint Press Release and Technical Assistance Documents on “Unlawful DEI-Related Discrimination”

On March 19, 2025, the U.S. Equal Employment Opportunity Commission (“EEOC”) and the U.S. Department of Justice (“DOJ”) issued a joint press release announcing the release of two technical assistance documents designed to…more

Civil Rights Act, Department of Justice (DOJ), Discrimination, Diversity, Diversity and Inclusion Standards (D&I)

See all updates »

Increase in HSR Reportability Thresholds and Filing Fees, and Other HSR Developments

These announcements come alongside the impending overhaul of the Hart-Scott-Rodino (HSR) Act filing process scheduled to take effect on February 10, 2025—subject to potential delay based on President Trump’s January 20, 2025…more

Acquisitions, Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), Elon Musk

See all updates »

Energy Law: Month in Review - January 2025

Welcome to Dorsey’s Energy Law: Month in Review. We provide this update to our clients to identify significant developments in the previous month…more

Appeals, Clean Energy, Department of Energy (DOE), Environmental Policies, FERC

See all updates »

FINRA Provides Informal Guidance for Canadian Issuers

The Financial Industry Regulatory, Inc. (“FINRA”) has recently provided our firm with informal guidance that, in accordance with the principles of the multijurisdictional disclosure system (“MJDS”), a Canadian issuer that is…more

Canada, Corporate Governance, Disclosure Requirements, Exemptions, Financial Industry Regulatory Authority (FINRA)

See all updates »

Oh My God! Covid Killed Casa Bonita! (Until South Park’s Creators Stepped In)

Casa Bonita – a self-described “Eatertainment” establishment near Denver, Colorado, featuring cliff divers, stage shows, and subpar Mexican food, appeared destined to become another Covid-19 related restaurant casualty. In 2020…more

Acquisitions, Brand, Coronavirus/COVID-19, Restaurant Industry

See all updates »

Massachusetts Follows Several Other States in Settling with Medicaid Managed Care Giant

​​​​​​​On September 29, 2022, Massachusetts Attorney General Maura Healey announced that Medicaid managed care and pharmacy benefits giant Centene Corporation agreed to pay $14 million to resolve claims that it overcharged…more

Civil Monetary Penalty, Enforcement Actions, False Claims Act (FCA), Managed Care Contracts, Medicaid

See all updates »

FDA Conducts First Public Hearings Regarding CBD

On Friday, May 31, 2019, the Food and Drug Administration (“FDA”) conducted its first public hearing to create a regulatory framework for the legal marketing and sale of cannabidiol (“CBD”) products. The FDA asked the industry…more

Cannabidiol (CBD) oil, Comment Period, Controlled Substances Act, Farm Bill, FDA Warning Letters

See all updates »

Mexico Signs the ICSID Convention that Protects Foreign Investors

On January 11, 2018, the International Centre for Settlement of Investment Disputes (ICSID) of the World Bank in Washington D.C. announced that the United Mexican States' Secretary of the Economy, Ildefonso Guajardo Villarreal,…more

Arbitration, Foreign Investment, ICSID, Mexico, Trade Agreements

See all updates »

WOTUS Operandi: The Clean Water Act’s Bifurcated Regulatory Regime and Why it Matters

Two sets of states interpret and implement the Clean Water Act (“CWA”), the nation’s premier water pollution statute, in significantly different ways. The CWA applies to the nation’s “navigable waters,” which is further defined…more

Clean Water Act, Clean Water Rule, Navigable Waters, Obama Administration, Proposed Amendments

See all updates »

President Trump Seeks to End Carried Interest Tax Preference

President Trump met with Republican lawmakers on Thursday, February 6, 2025, to outline his tax priorities, including extending the 2017 tax cuts and expanding the state and local tax deduction. Also included among the…more

Capital Gains, Carried Interest, Corporate Taxes, Income Taxes, IRS

See all updates »

Energy Law: Month in Review - March 2025

Welcome to Dorsey’s Energy Law: Month in Review. We provide this update to our clients to identify significant developments in the previous month…more

Batteries, CAISO, Charging Stations, Electric Vehicles, Energy Efficiency

See all updates »

MAE is MIA No Longer: Delaware Court Upholds Use of “Material Adverse Event” Clause for the First Time

In Akorn, Inc. v. Fresenius Kabi AG, the Delaware Chancery Court held that Fresenius, a German pharmaceutical company, was justified in invoking a “material adverse event” (MAE) clause to terminate its $4.8 billion merger…more

Acquisitions, Contract Negotiations, Contract Termination, Contract Terms, Food and Drug Administration (FDA)

See all updates »

Ninth Circuit Asks Montana Supreme Court for Guidance: Is an Employer Defending Itself in a Wrongful Discharge Lawsuit Limited to the Reasons for Termination Given in a Discharge Letter?

Many Montana employees can claim the protection of Montana’s unique Wrongful Discharge from Employment Act, which generally bars an employer for terminating an employee without “good cause” after the employee has completed a…more

Appeals, Discharge Letters, Employer Liability Issues, Employment Litigation, Hiring & Firing

See all updates »

Mergers Involving Delaware LLCs Don’t Trigger Appraisal Rights - Except When They Do

When parties consider an M&A transaction involving a merger, a factor that is top of mind for counsel is complying with the statutory appraisal procedures afforded to holders of equity in the merging entity who do not consent to…more

Appraisal, Appraisal Rights, Corporations Code, Dissenters Rights, General Corporation Law

See all updates »

Monsanto's Roundup Case: What's at Stake from a Legal and Policy Perspective

The $289 million judgment from a California jury against Monsanto earlier this week relating to its Roundup product is significant both from a legal and a policy standpoint. From a legal perspective, the simple fact that…more

Agricultural Sector, Cancer, Environmental Protection Agency (EPA), EU, Jury Awards

See all updates »

Get Ready: USPTO Trademark Fees Increase January 18, 2025

​​​​​​​The United States Patent and Trademark Office (“USPTO”) recently issued a final rule adjusting certain trademark fees for United States trademark applications and registrations. Most aspects of the rule go into effect…more

Fees, Final Rules, Trademark Application, Trademark Registration, Trademarks

See all updates »

Farm Bill Opens the Door to Federal Aid to Market Agricultural Exports to Cuba

As part of the Agriculture Improvement Act of 2018 (2018 Farm Bill) signed into law by President Trump today, Congress authorized the U.S. Department of Agriculture (USDA) to use federal funds to assist in the marketing of…more

Agricultural Sector, Commodities, Cuba, Farm Bill, Federal Funding

See all updates »

FTC Finalizes Click to Cancel and Negative Option Rule

On October 16, 2024, the Federal Trade Commission (FTC) announced a revision to its negative option rule. The rule, formally entitled the “Rule Concerning Recurring Subscriptions and Other Negative Option Programs,” is a robust…more

Cancellation Rights, Consent, Consumer Protection Laws, Disclosure Requirements, Federal Trade Commission (FTC)

See all updates »

U.S. Department of State Announces Launch of Pilot Program for Stateside Visa Stamp Renewal

The U.S. Department of State (“DOS”) will launch a highly anticipated pilot program this month that will allow a limited number of eligible applicants to apply for visa stamp renewal from within the U.S., negating the need to…more

Federal Pilot Programs, H-1B, Immigration Procedures, Renewal Options, US Department of State

See all updates »

REIT Alert: SEC Updates Financial Disclosures about Acquisitions and Dispositions of Businesses, Including Real Estate Operations

Earlier this year, the Securities and Exchange Commission updated its requirements to provide financial information about acquisitions and dispositions of businesses and real estate operations, the first time that these…more

Acquisitions, Disclosure Requirements, Financial Reporting, Form 8-K, Real Estate Investments

See all updates »

SEC Takes Targeted Action to Assist Funds and Advisers, Permits Virtual Board Meetings and Provides Conditional Relief from Certain Filing Procedures

On March 13, 2020, the Securities and Exchange Commission (SEC), indicating that it is closely monitoring the impact of coronavirus on investors, funds and advisers, announced regulatory relief for funds and investment advisers…more

Annual Meeting, Coronavirus/COVID-19, Corporate Governance, Disclosure Requirements, Filing Deadlines

See all updates »

A SUPER HERO-ic Trademark Takedown

Last month, the creators of beloved characters like “Superman” and “Spider-Man” declined to come to their own rescue when their SUPER HERO and SUPER HEROES registrations were cancelled by a default judgment from the U.S. Patent…more

Default Judgment, Generic Marks, Marvel Comics, Popular, Trademark Cancellation

See all updates »

Generative AI and the Copyright Office - Part 2 of Long-Awaited Guidance, But Will It Continue?

On January 29, the U.S. Copyright Office released Part 2 of its planned 3-part report on the legal and policy issues related to copyright and artificial intelligence (AI). Part 1 of the report, which was published in July 2024,…more

Artificial Intelligence, Copyright, Copyright Infringement, Copyright Litigation, Copyright Office

See all updates »

SEC Charges Underwriters with Violations of Rule 15c2-12

​​​​​​​Last week, the SEC entered orders against three underwriters for failing to comply with Securities Exchange Act of 1934 (“Exchange Act”) Rule 15c2-12. These actions serve as a good reminder for compliance checks and…more

Accredited Investors, Compliance, Enforcement Actions, Exempt Transactions, MSRB

See all updates »

The Supreme Court Update - April 22, 2025

The Supreme Court of the United States issued one decision today: Monsalvo Velázquez v. Bondi, No. 23-929: The Court addressed whether the 60-day voluntary-departure deadline to leave the country rolls over to the next…more

Compliance Dates, Deportation, Foreign Nationals, Immigrants, Immigration Procedures

See all updates »

Ensuring Access to Justice: The Litigation Funding Agreements (Enforceability) Bill and the Path Forward Post-PACCAR

Following the second reading of the Litigation Funding Agreements (Enforceability) Bill in the House of Lords on April 15th, there is a shared acknowledgment among the House of the significance of maintaining and protecting…more

Access To Justice, Contract Terms, Damages, Litigation Fees & Costs, Litigation Funding

See all updates »

New York State’s Amended Pay Transparency Law

Pay transparency laws are on the rise across the country. New York is currently one of four states and a growing number of municipalities to enact laws requiring employers to disclose salary and wage ranges in job…more

Amended Legislation, Disclosure Requirements, Job Ads, Job Applicants, Pay Transparency

See all updates »

Minnesota Legislature Amends Commercial Eviction Law: What Landlords and Tenants Need to Know

In May 2023, Minnesota passed a historic $1 billion-dollar investment in housing policy, enacting comprehensive changes to Minnesota Statutes Chapter 504B governing commercial and residential landlord-tenant law. Most provisions…more

Amended Legislation, Bonds, Commercial Leases, Court Schedules, Eviction

See all updates »

Tribes Win Healthcare Contract Support Costs at Supreme Court

On June 6, 2024, the Supreme Court issued its decision in the consolidated cases of Becerra v. San Carlos Apache Tribe (No. 23-250) and Becerra v. Northern Arapaho Tribe (No. 23-253)…more

Administrative Expenses, Becerra v San Carlos Apache Tribe, Federal Funding, Health Insurance, Indian Health Service (IHS)

See all updates »

Guide to Joining the OTCQX or the OTCQB Markets for Canadian and Other Foreign Issuers

The United States capital markets are among the world’s largest and most stable markets to access capital and liquidity for securityholders. In the past, many Canadian companies have elected not to access the United States…more

Canada, Capital Markets, Corporate Issuers, Cross-Border Transactions, Foreign Issuers

See all updates »

The Supreme Court - June 17, 2021

California v. Texas, Nos. 19-840, 19-1019:  The Affordable Care Act’s individual mandate, as it is commonly known, requires individuals to maintain a minimum level of health insurance coverage. As originally passed, the Act…more

Affordable Care Act, Alien Tort Statute, Article III, California v Texas, Cargill Inc. v Doe I

See all updates »

AI and Healthcare: More Guidance and Regulations are Coming to Town

There is no doubt that artificial intelligence (“AI”) and more specifically, generative AI, is one of the hottest topics in healthcare for 2023. There is also no doubt that it will continue to be a hot topic into 2024 and beyond…more

American Medical Association, Artificial Intelligence, Biden Administration, Civil Rights Act, Competition

See all updates »

U.S. District Court for Montana Enjoins Key Army Corps of Engineers' General Permit for Energy Infrastructure Projects

On April 15, 2020, Judge Morris of the United States District Court for the District of Montana issued a ruling invalidating Nationwide Permit 12 (“NWP 12”), a permit issued by the Army Corps of Engineers (“Corps”) covering…more

Clean Water Act, Critical Habitat, Endangered Species Act (ESA), Energy Projects, General Permit

See all updates »

Ten Tips for Safeguarding Against Contract Performance Risks Related to COVID-19

As COVID-19 (Coronavirus) continues to exact a significant toll on economies and supply chains globally, how can your business protect its contracts and mitigate risks? Here are the top 10 things your business can do immediately…more

China, Contract Terms, Emergency Management Plans, Force Majeure Clause, Performance Standards

See all updates »

Inflation Reduction Act: New U.S. Excise Tax on Stock Repurchase Transactions Applicable to Certain Canadian Companies

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022, HR 5376 (the “Act”), into law. Among other significant changes, the Act includes a new 1% excise tax on stock repurchase transactions by certain…more

Biden Administration, Canada, Corporate Taxes, Covered Entities, Domestic Corporations

See all updates »

Supreme Court in Van Buren Narrows Scope of the Computer Fraud and Abuse Act

On June 3, 2021, the U.S. Supreme Court resolved a long-standing question about how the Computer Fraud and Abuse Act (“CFAA”) applies to employees who access their employers’ computer systems for their personal benefit…more

Computer Fraud and Abuse Act (CFAA), Criminal Convictions, Databases, Police, SCOTUS

See all updates »

FinCEN Eliminates CTA Compliance for U.S. Corporate Entities and U.S. Persons – Limiting Compliance to Foreign Reporting Companies

On Friday, March 21, 2025, the United States Financial Crimes Enforcement Network (“FinCEN”) issued for publication in the Federal Register an “interim final rule” (the “Revised Rule”) that effectively exempts all domestic U.S…more

Beneficial Owner, Corporate Governance, Corporate Transparency Act, Disclosure Requirements, Domestic Corporations

See all updates »

The Supreme Court Update - May 30, 2024

The Supreme Court of the United States issued three decisions today: Cantero v. Bank of America, N.A., No. 22-529: This case addresses the standard for determining when state laws that regulate national banks are preempted…more

Bank of America, Banks, Dodd-Frank, First Amendment, Ineffective Assistance of Counsel

See all updates »

Alternatives For Managing Distress In The Oil Patch

According to the U.S. Energy Information Administration (EIA), the United States (U.S.) regular gasoline retail price as of the Monday before Labor Day fell to $2.22 per gallon this year, the lowest level for this time of year…more

Commercial Bankruptcy, Contract Terms, Downstream Agreements, Energy Information Association (EIA), Energy Sector

See all updates »

2024 Delaware Entity Statutory Amendments

On August 1, 2024, the 2024 amendments to Delaware’s entity statutes went into effect. These include amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”),…more

Corporate Governance, Delaware General Corporation Law, Effective Date, Fiduciary Duty, General Partnerships

See all updates »

A Helpful Reminder of Utilizing a TRO to Keep the Trade Secret ‘Genie in the Bottle’

A temporary restraining order (“TRO”) followed by a preliminary injunction is often essential for a company to maintain the trade secrets status of its information that is being misappropriated. Typically, once the information…more

Confidentiality Agreements, Defend Trade Secrets Act (DTSA), Discovery, Expedited Discovery, Federal Rules of Civil Procedure

See all updates »

Middle Market M&A Key Deal Terms

A major law firm has completed a survey on trends and deal points in the M&A industry. The survey contains data and trends on many key points the M&A legal practitioner should be aware of as they negotiate M&A transactions, and…more

Acquisitions, Mergers, Strategic Planning

See all updates »

Recent Decision Illustrates Potential Global Implications of DMCA Takedown Requests

The Digital Millennium Copyright Act (DMCA) is a section in the US Copyright Act that provides a safe harbor for internet service providers so long as they comply with a notice and takedown system. The way the DMCA works is a…more

Contributory Infringement, Copyright, Copyright Infringement, Copyright Litigation, Copyright Office

See all updates »

SEC Adopts Rule Amendments to Improve Municipal Securities Disclosure

On August 20, in response to the recent trend of issuers and obligated persons increasingly using direct purchases of municipal securities and direct loans (“bank placements”) as alternatives to public offerings, the Securities…more

Amended Regulation, Disclosure Requirements, Municipal Bonds, Municipal Securities Issuers, Municipalities

See all updates »

Recreational Marijuana Legalization, Drug Testing Trends, and Considerations for Employers

Minnesota is now the 23rd state (in addition to Washington D.C. and Guam) to legalize recreational marijuana in some form or another. Minnesota joins a growing list of states taking action on marijuana policy…more

Decriminalization of Marijuana, Drug Testing, Employment Policies, Marijuana, Recreational Use

See all updates »

New Texas Law Expands Liability for Sexual Harassment Claims

Beginning September 1, 2021, claims for sexual harassment can be made against a broader group of employers in Texas. The Texas Legislature passed two significant amendments, SB 45 and HB 21, to the Texas Labor Code, which were…more

Amended Legislation, Employee Training, Employer Liability Issues, Governor Abbott, New Legislation

See all updates »

Alaska Legislature Passes Bill Allowing Virtual Shareholder Meetings

Dorsey Assists Alaska Corporations to Hold Annual Virtual and Hybrid Meetings - The Alaska Legislature unanimously passed Senate Bill 24, on March 22, 2021, allowing corporate shareholder meetings and nonprofit member…more

Annual Meeting, Corporate Governance, New Legislation, Shareholder Meetings, Shareholders

See all updates »

UK IR35 - Important Changes From 6 April

Following a pandemic-related delay, significant changes to the IR35 regime come into force on 6 April 2021. From then, affected businesses which engage contractors who provide services through their own limited company…more

Corporate Taxes, HMRC, Income Taxes, Independent Contractors, Self Employed

See all updates »

How is an already complex PERM recruitment process further complicated by EPT laws?

As we discussed in a recent post, equal pay transparency (EPT) laws are on the rise across the country. While complex in their own right, EPT laws introduce new risks and challenges for employers undergoing an already…more

Department of Labor (DOL), EB-2, EB-3, Foreign Nationals, Foreign Workers

See all updates »

New SEC Cybersecurity Rules Require Mandatory Disclosure

On July 26, 2023, the Securities and Exchange Commission adopted new rules imposing disclosure requirements regarding cybersecurity risk management, strategy, governance and incidents. The new rules, which became effective…more

Annual Reports, Canada, Compliance, Compliance Dates, Corporate Governance

See all updates »

DOJ Limits Enforcement During First 90 Days of US-China Data Export Rules

In a Press Release issued April 11, 2025, the U.S. Department of Justice (“DOJ”) indicated that it would prioritize “facilitating compliance” over civil enforcement actions for the first 90 days of its new US-China data export…more

China, Cybersecurity Information Sharing Act (CISA), Data Privacy, Data Security, Department of Justice (DOJ)

See all updates »

Thinking of Listing on the NASDAQ?

The U.S securities market represents one of the largest sources of capital in the world, with a deep pool of liquidity and broad investor base that is not just looking at dividends and value but focused on the growth of…more

Capital Markets, Capital Raising, Capitalization, Initial Public Offering (IPO), Listing Standards

See all updates »

Taking Forward Reforms to the Hong Kong Listing Regime

In the recently released 2025-2026 Budget, the Hong Kong Government has mentioned that it will further strengthen the city’s role as a leading international financial centre. It extends various favorable policies and reforms to…more

Capital Markets, Financial Markets, Hong Kong, Hong Kong Stock Exchange, Initial Public Offering (IPO)

See all updates »

President Trump Seeks to End Carried Interest Tax Preference

President Trump met with Republican lawmakers on Thursday, February 6, 2025, to outline his tax priorities, including extending the 2017 tax cuts and expanding the state and local tax deduction. Also included among the…more

Capital Gains, Carried Interest, Corporate Taxes, Income Taxes, IRS

See all updates »

President Trump Seeks to End Carried Interest Tax Preference

President Trump met with Republican lawmakers on Thursday, February 6, 2025, to outline his tax priorities, including extending the 2017 tax cuts and expanding the state and local tax deduction. Also included among the…more

Capital Gains, Carried Interest, Corporate Taxes, Income Taxes, IRS

See all updates »

DOJ Announces Additional Incentives for Corporate Cooperation in Criminal Enforcement

On January 17, 2023, Assistant Attorney General for the United States Department of Justice Kenneth A. Polite Jr. announced significant revisions to the Criminal Division’s Corporate Enforcement Policy (“CEP”). Four months after…more

Bribery, Chief Compliance Officers, Compliance, Cooperation, Corporate Misconduct

See all updates »

PRC Companies in International Arbitration (VII): Who shall bear the arbitration costs?

Our previous article raised the issue that costs of commercial arbitration are pretty high in Hong Kong. Then who should bear the costs at the end of the arbitration?…more

Arbitration, Asia, China, Commercial Arbitration, Hong Kong

See all updates »

How to Handle a #MeToo Moment: Legal, Language and Cultural Tips

Background: As the #MeToo Movement continues, Chinese-owned companies in the U.S. and Chinese subsidiaries of U.S. companies are facing an increasing number of sexual harassment complaints from their employees. This Q&A aims to…more

#MeToo, China, Civil Rights Act, Employer Liability Issues, Employment Policies

See all updates »

EPA Bans Chrysotile Asbestos in US

On Monday, March 18, 2024, the Environmental Protection Agency (EPA) announced a ban on the use of chrysotile asbestos in the United States, including in products imported into the U.S…more

Asbestos, Biden Administration, Chemicals, Environmental Protection Agency (EPA), National Cancer Moonshot

See all updates »

Protecting Against Business Email Scams and Recovering Funds Wired to the United States

“Business Email Compromise Scams” or “BEC scams” typically target companies that conduct wire transfers with entities abroad. For example, a fraudster may use an email address that is very similar to that of a business’s actual…more

Asset Recovery, Bank Accounts, China, Email, Foreign Bank Accounts

See all updates »

Home-Health Services Company Settles After Allegations of Double-Billing Scheme

The Department of Justice recently announced that a home-health services company has agreed to pay over $45,000 to resolve alleged False Claims Act (“FCA”) violations. Professional Family Care Services, Inc. (“PFCS”), a North…more

Criminal Convictions, Criminal Prosecution, Department of Justice (DOJ), False Billing, False Claims Act (FCA)

See all updates »

Artists v. AI Images

AI technology is developing at a tremendous pace and AI image creation is no exception. AI images are even winning art contests. Since AI generates artistic images modeling others’ work, human artists are asking “is it copyright…more

Artificial Intelligence, Artists, Class Action, Copyright, Copyright Infringement

See all updates »

What Comes Next for the NCAA Name, Image, and Likeness Rules?

There have been massive changes in American collegiate sports since this past summer: On June 30, 2021, the National Collegiate Athletic Association (“NCAA”) radically changed course and announced that it would no longer…more

College Athletes, Colleges, Logos, Name and Likeness, NCAA

See all updates »

UK IR35 - Important Changes From 6 April

Following a pandemic-related delay, significant changes to the IR35 regime come into force on 6 April 2021. From then, affected businesses which engage contractors who provide services through their own limited company…more

Corporate Taxes, HMRC, Income Taxes, Independent Contractors, Self Employed

See all updates »

Patent Office Publishes Subject Matter Eligibility Guidance

On July 16, 2024, the United States Patent and Trademark Office (“USPTO”) announced new guidance for examination of patent applications directed to critical and emerging technologies, including artificial intelligence (AI)…more

Alice/Mayo, Artificial Intelligence, CLS Bank v Alice Corp, Emerging Technologies, Judicial Exception

See all updates »

Iowa Passes New Law Related to COVID-19 Vaccination Mandates by Employers and Unemployment Insurance

On October 29, 2021, Iowa Governor Kim Reynolds signed into law legislation affecting the interplay between Iowa employers, employees, and COVID-19 vaccine requirements. Iowa’s new law, HF 902, sets up questions regarding what…more

Americans with Disabilities Act (ADA), Biden Administration, Coronavirus/COVID-19, Employer Mandates, Equal Employment Opportunity Commission (EEOC)

See all updates »

Iowa Governor Signs Legislation Impacting Iowa’s Long-Term-Care Industry

On June 1, 2023, Iowa Governor Kim Reynolds signed into law Iowa bill HF 685, which will significantly impact the future of Iowa’s long-term-care industry…more

Change of Ownership, Governor Reynolds, Licensing Rules, Long Term Care Facilities, New Legislation

See all updates »

Federal Grant and Loan “Temporary Pause” to Have a Significant Impact on the Health Care Industry

A memorandum from the Office of Management and Budget (“OMB”) on January 27, 2025 notified heads of federal agencies of a temporary pause on all disbursements of federal grants and loans, effective at 5pm Eastern on January 28,…more

Department of Health and Human Services (HHS), Executive Orders, Federal Funding, Grants, Health Care Providers

See all updates »

Legislative Action Heralds Sweeping Changes to PAGA, Resulting in Tools for More Effective Administration and Potential to Curb Abuse, Benefiting Both Employers and Workers

The Private Attorneys General Act of 2004 (“PAGA”) has been increasingly criticized as harmful to employers and employees. Well-meaning organizations are forced to expend resources settling often frivolous actions rather than…more

Ballot Measures, Civil Monetary Penalty, Cure Periods, Labor Code, Labor Law Violations

See all updates »

Significant New Healthcare Privacy and Cybersecurity Developments

As the federal government continues to take action in response to events impacting the healthcare landscape, stakeholders must ensure that they are staying up-to-date with health information privacy and security developments in…more

Business Associates, Covered Entities, Cybersecurity, Department of Health and Human Services (HHS), Final Rules

See all updates »

Canada: Updates on Language Requirements for Trademarks in Quebec and Cancellation Pilot Project for Trademark Registrations

Our friendly neighbors in the Great White North are implementing important changes in 2025 with respect to language requirements for trademarks and a new pilot project initiated by the Canadian Intellectual Property Office…more

Canadian Intellectual Property Office (CIPO), French Language Requirements, Intellectual Property Protection, Regulatory Requirements, Trademark Cancellation

See all updates »

Critical Changes To Iowa’s Public Bidding Law

Legislative Update Alert - SF 183 - On Tuesday, June 14, 2022, Governor Reynolds signed into law SF 183 (Iowa Legislature - BillBook) related to alternative delivery methods for public improvement projects…more

Governor Reynolds, New Legislation, Public Bidding, Public Projects, State Contractors

See all updates »

President’s Program Permitting Deferral of Employees’ 6.2% Social Security Tax for Four Months Presents Complexity and Risk for Employers and Uncertain Benefits for Employees

On August 8, 2020, President Trump signed a Presidential Memorandum entitled “Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster,” effective as of September 1, 2020 (the “Memorandum”). Late…more

CARES Act, Coronavirus/COVID-19, IRS, Payroll Taxes, Presidential Memorandum

See all updates »

Can employers require employees to accept confidentiality and non-disparagement obligations in exchange for severance pay?

Employee reductions and terminations are an unfortunate result of economic downturns. Even during good economic times, many companies face the need to reduce their workforce or terminate the employment of individual employees…more

Confidentiality Agreements, Contract Terms, Employer Liability Issues, Hiring & Firing, NLRA

See all updates »

Are Employers Required to Make Commuting Accommodations under the Americans with Disabilities Act?

The answer to this question is unclear, and federal courts continue to disagree. The Americans with Disabilities Act (“ADA”) requires employers to provide reasonable accommodations to employees with disabilities, so long as…more

Americans with Disabilities Act (ADA), Charter Communications, Commuting, Equal Employment Opportunity Commission (EEOC), Essential Functions

See all updates »

The Trump Administration’s Sweeping New Tariffs Heighten False Claims Act Risks for U.S. Importers

As the business community adjusts to the reality of the Trump Administration’s sweeping new tariff regime, importers and other organizations that rely on imports should be mindful that with the expansion and sharp increases to…more

Customs and Border Protection, Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA), Importers

See all updates »

Round Three of the PPP - The New Stimulus Bill Amendments

In an effort to achieve an agreement before the expiration of many of the CARES Act1 economic relief measures, on December 21, 2020, the U.S. Congress passed the Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues…more

Coronavirus/COVID-19, Financial Stimulus, Loan Forgiveness, New Legislation, Paycheck Protection Program (PPP)

See all updates »

FinCEN Eliminates CTA Compliance for U.S. Corporate Entities and U.S. Persons – Limiting Compliance to Foreign Reporting Companies

On Friday, March 21, 2025, the United States Financial Crimes Enforcement Network (“FinCEN”) issued for publication in the Federal Register an “interim final rule” (the “Revised Rule”) that effectively exempts all domestic U.S…more

Beneficial Owner, Corporate Governance, Corporate Transparency Act, Disclosure Requirements, Domestic Corporations

See all updates »

What’s Next for OSHA’s COVID-19 Emergency Temporary Standard?

On November 12, 2021, the Fifth Circuit Court of Appeals reaffirmed its stay pending judicial review of the Occupational Safety and Health Administration’s (“OSHA”) COVID-19 Vaccination and Testing Emergency Temporary Standard…more

Appeals, Appellate Courts, Constitutional Challenges, Coronavirus/COVID-19, OSHA

See all updates »

Addressing Litigation Risks Unique to the New Realities of Remote Work

In a post-pandemic environment, more people are still working from home than ever before. In this episode, Dorsey Partners Kent Schmidt, Nisha Verma, and Heather Dillion discuss the types of claims they are seeing and issues…more

See all updates »

EDGAR Next Goes Live on March 24, 2025; Filers Should Enroll by September 12, 2025

On September 27, 2024, the Securities and Exchange Commission (SEC) approved a new filer access and account management system called EDGAR Next, via significant amendments to Rules 10 and 11 of Regulation S-T, along with updates…more

EDGAR, Electronic Filing, Filing Deadlines, Filing Requirements, Regulation S-T

See all updates »

U.S. Commerce Department Adopts Third Major Round of Export Controls Aimed at China

On December 2, 2024, the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) adopted yet another round of amendments to the Export Administration Regulations (“EAR”) to curb advances by the People’s Republic of…more

Bureau of Industry and Security (BIS), China, Export Administration Regulations (EAR), Export Controls, Exports

See all updates »

SF 2338: A Proposed Fix for "Pexa" and the Pandemic

This summer - on June 18, 2020 - the Iowa legislature passed and Governor Kim Reynolds approved SF 2338 to address a long-standing evidentiary issue concerning medical expenses stemming from Pexa v. Auto Owners Ins. Co., 686…more

Admissible Evidence, Coronavirus/COVID-19, Governor Reynolds, Medical Expenses, New Legislation

See all updates »

Washington Employers Must Be Careful about Which Employees are Required to Enter into Non-Compete Agreements

On January 23, 2025, the Washington Supreme Court held employers who pay their employees less than twice the minimum wage cannot prohibit them from working second jobs, subject to a few, limited exceptions. Employers who attempt…more

Damages, Duty of Loyalty, Employee Rights, Employer Liability Issues, Employment Contract

See all updates »

The Supreme Court - November 24, 2021

Berger v. North Carolina Conference of the NAACP, No. 21-248: This case, in which North Carolina legislative leadership argued they have a right to intervene to defend the State’s voter ID law, raises the following issues..…more

SCOTUS, State and Local Government, Voting Requirements, Voting Rights

See all updates »

NEPA Regulations Unravel

The National Environmental Policy Act, or NEPA, is in the midst of a major judicial and regulatory shakeup. In the past three months, four major events have thrown the validity of NEPA regulations into doubt ..…more

Administrative Procedure Act, Appeals, Audubon Society, CEQ, Environmental Litigation

See all updates »

Achieving Marketplace Advantage With Targeted Design Rights

Aesthetic appeal often drives commercial success. Faced with endless options, consumers often select products based on look and feel. High-performing, defect-free products are table stakes, and utility patents strongly protect…more

Design Patent, Patent Infringement, Patents, USPTO, Utility Patents

See all updates »

U.S. Supreme Court Hands Down Two Significant Tax Decisions

Yesterday, the Supreme Court handed down two tax decisions, one of which is set to immediately impact internet and other remote retailers nationwide. In South Dakota v. Wayfair, No. 17-494 , the Court overruled Quill Corp. v…more

Commerce Clause, Compensation & Benefits, Constitutional Challenges, Employee Stock Purchase Rights, Internal Revenue Code (IRC)

See all updates »

Do You Know What to Pay Your Work Force? New Decision Invalidates the Federal Contractor Minimum Wage Rule

Employers with Federal contracts have experienced unique challenges in the past few years—from navigating the Federal contractor vaccine mandate to new rules related to sick leave and time off. One of the most significant…more

Biden Administration, Compensation & Benefits, Davis-Bacon Act, Department of Labor (DOL), Executive Orders

See all updates »

McGirt v. Oklahoma

In series of Treaties with the Creek Nation in the 1830s, the United States established a Reservation for the Creeks, covering millions of acres in northeastern Oklahoma, including land on which the City of Tulsa is located. In…more

Criminal Convictions, Disestablishment, Federal Jurisdiction, Federal v State Law Application, Fee Simple

See all updates »

What risks do employers face by excluding coverage for gender affirming care in their health plans?

In recent years, courts have ruled upon a growing number of cases arising from delivery of and payment for gender affirming care. At the same time, state legislatures have passed a variety of laws aimed at such…more

Affordable Care Act, Benefit Plan Sponsors, Biden Administration, Civil Rights Act, DSM

See all updates »

Highlights Part II of the Trademark Modernization Act of 2020: Ex Parte Expungement, Ex Parte Reexamination, and Non-Use Cancellation of Federal Trademark Registrations

As we wrote in Part 1 of this series, the Trademark Modernization Act of 2020 (“TMA”) was signed into law on December 27, 2020, and contained several significant amendments to the Lanham Act. This post will cover three of the…more

Administrative Procedure, Ex Partes Reexamination, Expungement, Foreign Trademark, Lanham Act

See all updates »

Persons with Significant Control: Important new regulations that are now in force

On 6 April 2016, amendments to the Companies Act 2006 (the “Act”) came into effect that require companies incorporated under the Act (including companies limited by guarantee) and limited liability partnerships to produce and…more

Amended Legislation, Limited Liability Partnerships, Notice Requirements, Person with Significant Control (PSC Register), Registration Requirement

See all updates »

Dorsey Legal Arcade: Video Game Industry Legal Updates - February 2023

Welcome to Issue 4 of the Dorsey Legal Arcade, our newsletter chronicling legal developments impacting the video game industry. At Dorsey & Whitney LLP, we have a strong international practice and an interest in changes in the…more

Augmented Reality, China, Emerging Technologies, Emerging Technology Companies, eSports

See all updates »

EEOC and DOJ Issue Joint Press Release and Technical Assistance Documents on “Unlawful DEI-Related Discrimination”

On March 19, 2025, the U.S. Equal Employment Opportunity Commission (“EEOC”) and the U.S. Department of Justice (“DOJ”) issued a joint press release announcing the release of two technical assistance documents designed to…more

Civil Rights Act, Department of Justice (DOJ), Discrimination, Diversity, Diversity and Inclusion Standards (D&I)

See all updates »

Did You Remember These Developments for the 2020 SEC Reporting Season?

Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of…more

Audits, Board of Directors, Confidential Information, Corporate Governance, Corporate Social Responsibility

See all updates »

EDGAR Next Goes Live on March 24, 2025; Filers Should Enroll by September 12, 2025

On September 27, 2024, the Securities and Exchange Commission (SEC) approved a new filer access and account management system called EDGAR Next, via significant amendments to Rules 10 and 11 of Regulation S-T, along with updates…more

EDGAR, Electronic Filing, Filing Deadlines, Filing Requirements, Regulation S-T

See all updates »

Supreme Court Declines to Weigh In on Latest Dispute Over Pleading Standard for Causes of Action Brought Under the False Claims Act

The Supreme Court recently denied three petitions for writs of certiorari, opting not to clarify the heightened pleading requirements for allegations of fraud under the False Claims Act (“FCA”). The cases for which certiorari…more

False Claims Act (FCA), Federal Contractors, Federal Rules of Civil Procedure, Petition for Writ of Certiorari, Pleading Standards

See all updates »

SCOTUS Holds Affiliate Profits Not Available Under One Lanham Act Provision, But Leaves Door Open for Other Theories

The United States Supreme Court issued a unanimous decision in Dewberry Group, Inc. v. Dewberry Engineers Inc., vacating a nearly $43 million profits award and remanding the case for further consideration. The Court concluded…more

Appeals, Corporate Veil, Damages, Evidence, Intellectual Property Litigation

See all updates »

I Don’t Get You, Babe - The Curious Copyright Case of Sonny & Cher & Mary

The 1970s were the heyday of the now-extinct television genre known as the variety show: a weekly extravaganza headlined by a well-known entertainer, generally accompanied by a supporting cast of singers, dancers and comedians,…more

Artists, Celebrities, Community Property, Copyright, Divorce

See all updates »

Insurance Coverage for Costs and Losses Due to the COVID-19 Pandemic: Some Considerations

The novel coronavirus, and the respiratory disease it causes (COVID-19), continue to exact a human toll. As state and national governments fight to mitigate the impact, businesses are also attempting to address the social and…more

Business Closures, Business Continuity Plans, Business Interruption, Civil Authority Coverage, Commercial Insurance Policies

See all updates »

China Issues Rules on Foreign Investment Security Review to Stay in Line with International Practice

On December 19, 2020, China published the Rules on Foreign Investment Security Review (in Chinese, 外商投资安全审查办法) (“Security Review Rules”). Security Review Rules lay out the grounds by which foreign investments in China are…more

Administrative Review, China, Foreign Investment, National Security, NDRC

See all updates »

Dorsey U.S. Bankruptcy Law Q&A Series Six (Chinese Version)

We hope that you found the five previous Q&A series regarding what to do when a U.S. customer files for Chapter 11 bankruptcy protection helpful. This Series Six will address questions relating to the plan process, including…more

Bankruptcy Code, Bankruptcy Plans, Chapter 11, Commercial Bankruptcy, Creditors

See all updates »

It Has Taken A While But BREXIT Is Done!

It certainly took a while but finally a BREXIT deal has been agreed and on 1st January 2021 for the first time in 40 years the UK will be a ‘third party’ in its dealings with the EU. With the ink barely dry it is impossible…more

Cross-Border Transactions, EU, Free Trade Agreements, Trade Policy, Trade Relations

See all updates »

FTC Takes First Enforcement Action for Violation of the Health Breach Notification Rule - A Federal Health Privacy Rule Beyond HIPAA

On February 1, 2023, the Federal Trade Commission (FTC) filed a complaint in the U.S. District Court for the Northern District of California alleging that digital health platform GoodRx violated the FTC Act by repeatedly sharing…more

Business Associates, Covered Entities, Data-Sharing, Federal Trade Commission (FTC), FTC Act

See all updates »

COVID-19’s Impact on Commercial Evictions and Landlord-Tenant Relations in Minnesota

Throughout Minnesota’s COVID-related peacetime emergency, residential evictions have been generally prohibited in order to minimize community spread of the virus and to reduce displacement and homelessness. Although it appears…more

Commercial Leases, Commercial Property Owners, Commercial Tenants, Contract Negotiations, Coronavirus/COVID-19

See all updates »

CTA Will Now Apply Only to Foreign Reporting Companies

On February 27, 2025, FinCEN confirmed that it would halt enforcement actions in relation to the Corporate Transparency Act (“CTA”) while it developed revised regulations that would prioritize reporting for “those entities that…more

Beneficial Owner, Canada, Compliance Dates, Corporate Transparency Act, FinCEN

See all updates »

What Makes an AI Generated Work “Original”?

The emergence of generative artificial intelligence (AI) products in the past couple of years has significantly increased the capacity for individuals, businesses, and organisations to utilise AI to produce a wide range of…more

Artificial Intelligence, Authorship, Copyright, Copyright Infringement, Copyright Litigation

See all updates »

New NPRM Augments Executive Order 14105 Affecting Outbound U.S. Investment into China

The U.S. Department of the Treasury (“Treasury”) issued a Notice of Proposed Rulemaking (“NPRM”) to implement Executive Order 14105 (“EO 14105”) “Addressing United States Investments in Certain National Security Technologies and…more

Biden Administration, China, Covered Transactions, Executive Orders, Foreign Investment

See all updates »

NEPA Regulations Unravel

The National Environmental Policy Act, or NEPA, is in the midst of a major judicial and regulatory shakeup. In the past three months, four major events have thrown the validity of NEPA regulations into doubt ..…more

Administrative Procedure Act, Appeals, Audubon Society, CEQ, Environmental Litigation

See all updates »

Should Your Company Shut Down Its Anti-Corruption Compliance Program and Start Paying Bribes? Here Are a Few Reasons to Think Twice Before Doing So.

On February 10, 2025, President Trump issued a new Executive Order (“EO”) titled “Pausing Foreign Corrupt Practice Act Enforcement to Further American Economic and National Security.” This EO comes on the tail of Attorney…more

Anti-Corruption, Cartels, Compliance, Corporate Counsel, Corporate Governance

See all updates »

Washington State to Require Gender Diversity on Public Company Boards or Board Diversity Disclosure

Effective as of June 11, 2020, the Washington State legislature has amended the Washington Business Corporation Act (“WBCA”) to require public companies to either have a gender-diverse board of directors by January 1, 2022 or…more

Board of Directors, Corporate Governance, Diversity, Publicly-Traded Companies, State and Local Government

See all updates »

FCA Fines Former Chairman of Convatec for Unlawful Disclosure of Inside Information

The Financial Conduct Authority (FCA) which regulates financial services and markets in the UK has fined Sir Christopher Gent, the former non-executive Chairman of ConvaTec Group Plc (the Company), for unlawfully disclosing…more

Enforcement Actions, EU, EU Market Abuse Regulation (EU MAR), Financial Conduct Authority (FCA), Insider Information

See all updates »

Iowa Governor Signs Legislation Impacting Iowa’s Long-Term-Care Industry

On June 1, 2023, Iowa Governor Kim Reynolds signed into law Iowa bill HF 685, which will significantly impact the future of Iowa’s long-term-care industry…more

Change of Ownership, Governor Reynolds, Licensing Rules, Long Term Care Facilities, New Legislation

See all updates »

Miramax/Tarantino Suit Highlights NFT Difficulties in Mysterious Suitcase of Copyrights Rights

Non-Fungible Tokens (NFTs) have made another court appearance, with Miramax, LLC filing a complaint in the Central District of California in an attempt to stop Quentin Tarantino from auctioning off seven Pulp Fiction-based NFTs…more

Copyright, Entertainment Industry, Intellectual Property Protection, Movies, Non-Fungible Tokens (NFTs)

See all updates »

Arizona Supreme Court Decision Could Affect Lending Practices

Construction lenders beware – a recent Arizona Supreme Court decision interpreting Exclusion 3(a) of standard-form title-insurance policies could mean lenders are not insured against a senior mechanics’ lien if the lender’s…more

AZ Supreme Court, Construction Industry, Construction Loans, Construction Project, Mechanics Lien

See all updates »

OTCQX Proposed Rule Changes

The OTC Markets Group published this week proposed amendments to the OTCQX Rules for U.S. Companies, U.S. Banks and International Companies. The rules will become effective on December 12, 2019; comments will be accepted until…more

Banking Sector, Canada, Change of Control, Comment Period, Corporate Governance

See all updates »

A Federal Contractor’s Preliminary Playbook for Avoiding False Claims Under President Trump’s DEI Executive Order

On January 21, 2025, President Trump issued an Executive Order titled, “Ending Illegal Discrimination and Restoring Merit Based Opportunity” (the “EO”). The EO seeks to eliminate diversity, equity, and inclusion (“DEI”) and…more

Affirmative Action, Civil Rights Act, Department of Justice (DOJ), Enforcement Actions, Enforcement Priorities

See all updates »

How California’s Sweeping New Climate Laws May Impact Your Business

California recently enacted two sweeping and unprecedented laws that will require virtually all large companies who do any amount of business in California in any industry or sector to disclose their direct and indirect…more

CARB, Climate Change, Compliance, Compliance Dates, Corporate Governance

See all updates »

The Trump Administration’s Sweeping New Tariffs Heighten False Claims Act Risks for U.S. Importers

As the business community adjusts to the reality of the Trump Administration’s sweeping new tariff regime, importers and other organizations that rely on imports should be mindful that with the expansion and sharp increases to…more

Customs and Border Protection, Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA), Importers

See all updates »

Bridal Fashion Label and Designer Straighten Social Media Ruffles in Bankruptcy Deal

The 2010s were a heyday for bridal fashion. TLC’s “Say Yes to the Dress” reality series captivated viewers watching brides navigate family opinions and emotions while shopping for “the dress” at Kleinfeld’s Bridal in New York…more

Brand, Breach of Contract, Chapter 11, Chapter 7, Copyright

See all updates »

Congress, President Align on Powerful New U.S. Intellectual Property Protection Law

On January 5, 2023, President Biden ushered in the new year by signing into law the Protecting American Intellectual Property Act of 2022 (“PAIPA”), Pub. Law 117-336.1 PAIPA was passed with considerable bipartisan support in…more

Biden Administration, Bureau of Industry and Security (BIS), Corporate Counsel, Economic Sanctions, Export-Import Bank of the US

See all updates »

DOJ Updates the Evaluation of Corporate Compliance Program Memorandum, Emphasizing Emerging Technologies, Data Analytics, and Whistleblower Protections

On September 23, 2024, the U.S. Department of Justice (“DOJ”) released updates to its Evaluation of Corporate Compliance Programs policy (the “Updated ECCP”), building upon the March 2023 updates. Since 2017, DOJ has offered…more

Artificial Intelligence, Chief Compliance Officers, Compliance, Corporate Misconduct, Department of Justice (DOJ)

See all updates »

Judge Rejects Greek Freak’s Shot for Damages

We previously wrote about a series of trademark lawsuits filed by NBA MVP and now NBA champion Giannis Antetokounmpo over the use of his nickname “Greek Freak”. Those lawsuits all contained similar allegations: that the…more

Attorney's Fees, Damages, Lanham Act, Likelihood of Confusion, Merchandising Rights

See all updates »

Why Employers Everywhere Should Care About Florida’s New Immigration Law

On July 1, 2023, Florida’s new law regulating immigration within the State of Florida became effective. Known as FL 1718, the law is far-reaching and will significantly affect most employers in the state..…more

E-Verify, Employment Eligibility Verification, Florida, Foreign Workers, Immigration Procedures

See all updates »

Washington Employers Must Be Careful about Which Employees are Required to Enter into Non-Compete Agreements

On January 23, 2025, the Washington Supreme Court held employers who pay their employees less than twice the minimum wage cannot prohibit them from working second jobs, subject to a few, limited exceptions. Employers who attempt…more

Damages, Duty of Loyalty, Employee Rights, Employer Liability Issues, Employment Contract

See all updates »

EPA Bans Chrysotile Asbestos in US

On Monday, March 18, 2024, the Environmental Protection Agency (EPA) announced a ban on the use of chrysotile asbestos in the United States, including in products imported into the U.S…more

Asbestos, Biden Administration, Chemicals, Environmental Protection Agency (EPA), National Cancer Moonshot

See all updates »

President’s Program Permitting Deferral of Employees’ 6.2% Social Security Tax for Four Months Presents Complexity and Risk for Employers and Uncertain Benefits for Employees

On August 8, 2020, President Trump signed a Presidential Memorandum entitled “Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster,” effective as of September 1, 2020 (the “Memorandum”). Late…more

CARES Act, Coronavirus/COVID-19, IRS, Payroll Taxes, Presidential Memorandum

See all updates »

Ripple and Howey

The questions revolving around crypto assets typically begin with examining if a security is involved. The answer to that question is determined by applying the Howey test and frequently concluding that the asset is in fact a…more

Crypto Exchanges, Cryptoassets, Digital Assets, Economic Realities Test, Howey

See all updates »

M&A: Draft German Law Gives More Teeth to FDI Controls – Reduces Deal Certainty – Imposes Broader Stand-still Obligations – Restricts Technical Due Diligence

Draft German investment control rules give the German government broader powers to intervene against M&A deals perceived to affect German (or EU) security or other public interests. New stand-still obligations will limit…more

Acquisitions, Due Diligence, EU, Foreign Direct Investment, Germany

See all updates »

My Employees Have Seen Too Much. Can I Make Them An Offer They Can’t Refuse?

It is common knowledge that employers have a vested interest in the confidentiality and discretion of their employees, especially in emerging or sensitive industries…more

#MeToo, Confidentiality Agreements, Employer Liability Issues, Employment Contract, Intellectual Property Protection

See all updates »

A Helpful Reminder of Utilizing a TRO to Keep the Trade Secret ‘Genie in the Bottle’

A temporary restraining order (“TRO”) followed by a preliminary injunction is often essential for a company to maintain the trade secrets status of its information that is being misappropriated. Typically, once the information…more

Confidentiality Agreements, Defend Trade Secrets Act (DTSA), Discovery, Expedited Discovery, Federal Rules of Civil Procedure

See all updates »

Stark Regulatory Changes Effective January 1, 2022 Require Modifying Certain Group Practice Compensation Methodologies

On January 1, 2022, changes to the federal physician self-referral law (“Stark Law” or “Stark”) group practice definition special compensation rule go into effect.  Among other things, these changes revise the rule related to…more

Anti-Kickback Statute, Centers for Medicare & Medicaid Services (CMS), Final Rules, Health Care Providers, Physicians

See all updates »

The Locked Box - Unlocked

By now, probably everyone that works in M&A or private equity has heard of the concept of a locked box as an alternative to completion accounts (or, in the U.S., “closing accounts”) on a deal…more

Acquisitions, EU, Locked-Box Deals, Mergers, Private Equity

See all updates »

Quirky Question #223, Meal Periods Outside California

We have offices in 13 states, a headquarters in Iowa and a manufacturing facility in Alaska. Several employees have used our “open suggestion box” to request that we allow them to work through lunch so they can go home earlier…more

On-Duty Meal Period Waivers, Rest and Meal Break, Wage and Hour

See all updates »

SEC Charges Underwriters with Violations of Rule 15c2-12

​​​​​​​Last week, the SEC entered orders against three underwriters for failing to comply with Securities Exchange Act of 1934 (“Exchange Act”) Rule 15c2-12. These actions serve as a good reminder for compliance checks and…more

Accredited Investors, Compliance, Enforcement Actions, Exempt Transactions, MSRB

See all updates »

The California Supreme Court (and Court of Appeal) - October 16 - October 20, 2023

The California Court of Appeal, Fourth District, Division One, issued the following decision on October 17, 2023: FCM Investments, LLC v. Grove Pham, LLC, et al., Case No. D080801: Though an agreement to privately arbitrate…more

Arbitration, Arbitration Awards, Arbitrators, CA Supreme Court, Cal Code of Civil Procedure

See all updates »

EDGAR Next is Live - What Canadian Issuers Need to Know

The SEC has updated the EDGAR system’s login, password, and access protocols which will affect Canadian SEC reporting companies and other individuals and entities with EDGAR filing codes, including non-reporting companies that…more

Canada, Canadian Securities Administration, Corporate Governance, EDGAR, Filing Deadlines

See all updates »

Can my employees really unionize without an election?

Following a landmark NLRB ruling last year, the answer is yes. For the last several decades, the process for union recognition of an employer’s workforce was largely unchanged…more

Employee Rights, Labor Regulations, Labor Relations, NLRA, NLRB

See all updates »

New Junk Fees Rules to Take Effect in 2025

The new year will bring significant changes to Minnesota’s retail landscape. Effective January 1, 2025, the Minnesota Deceptive Trade Practices Act (“MDTPA”) will contain new price transparency provisions requiring that…more

Advertising, Disclosure Requirements, Fees, Hidden Fees, New Rules

See all updates »

Critical Changes To Iowa’s Public Bidding Law

Legislative Update Alert - SF 183 - On Tuesday, June 14, 2022, Governor Reynolds signed into law SF 183 (Iowa Legislature - BillBook) related to alternative delivery methods for public improvement projects…more

Governor Reynolds, New Legislation, Public Bidding, Public Projects, State Contractors

See all updates »

Taking Forward Reforms to the Hong Kong Listing Regime

In the recently released 2025-2026 Budget, the Hong Kong Government has mentioned that it will further strengthen the city’s role as a leading international financial centre. It extends various favorable policies and reforms to…more

Capital Markets, Financial Markets, Hong Kong, Hong Kong Stock Exchange, Initial Public Offering (IPO)

See all updates »

Central District Finds SnapChat’s Spectacles Mark is Not Generic for Smart Glasses

In Snap, Inc. v. Vidal, the Central District of California found the Trademark Trial and Appeal Board (“TTAB”) was wrong in finding that SnapChat’s SPECTACLES mark is generic for smart glasses. The district court’s opinion…more

Cameras, De Novo Standard of Review, Generic Marks, Hardware, Smart Devices

See all updates »

CARES ACT Municipal Liquidity Facility

On April 9 the Federal Reserve announced as part of the CARES Act a short term liquidity facility related to governments and referred to as The Municipal Liquidity Facility (the “MLF”). Authorized under Section 13(3) of the…more

CARES Act, Coronavirus/COVID-19, Credit Facilities, Federal Reserve, Financial Stimulus

See all updates »

Massachusetts Expands Healthcare Material Change Law, Adds Private Equity in Scope

On January 8, 2025, the governor of Massachusetts signed into law H.5159, An Act enhancing the market review process (the “Act”). Among various other healthcare market oversight enhancements, the Act expands the authority of the…more

Compliance, Contract Terms, Health Care Providers, Healthcare, Investment

See all updates »

Dorsey Legal Arcade: Video Game Industry Legal Updates - February 2023

Welcome to Issue 4 of the Dorsey Legal Arcade, our newsletter chronicling legal developments impacting the video game industry. At Dorsey & Whitney LLP, we have a strong international practice and an interest in changes in the…more

Augmented Reality, China, Emerging Technologies, Emerging Technology Companies, eSports

See all updates »

DOJ Secures FCA Settlement with Health Services Companies

The U.S. Attorney’s Office for the District of Massachusetts recently secured a settlement agreement resolving allegations that Molina Healthcare, Inc. and its prior subsidiary, Pathways of Massachusetts, which provide mental…more

Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA), Health Care Providers, Qui Tam

See all updates »

USPTO to Fast Track COVID-19 Technology Patents for Small and Micro Entities, Without Additional Fees

Having previously identified the COVID-19 outbreak as an “extraordinary situation” under 37 CFR 1.183, USPTO Director Andrei Iancu is exercising sua sponte authority to implement a COVID-19 prioritized examination pilot program…more

Copyright, Coronavirus/COVID-19, Fast Track Process, Patent Applications, Patents

See all updates »

Dorsey U.S. Bankruptcy Law Q&A Series Three (Chinese version)

We hope that you enjoyed Series One and Two of our U.S. Bankruptcy Law Q&As regarding what to do when a customer files for Chapter 11 bankruptcy protection. This Series Three will address questions relating to the early stages…more

Chapter 11, Commercial Bankruptcy, Creditors, Debtors, Executory Contracts

See all updates »

Deadline Approaching for Disclosure of Continuing Disclosure Violations

The Securities and Exchange Commission (the SEC) recently launched its Municipalities Continuing Disclosure Cooperation Initiative (the MCDC Initiative). Obligated persons (including issuers and conduit borrowers) and…more

Bonds, Disclosure Requirements, MCDC, Municipal Bonds, Securities and Exchange Commission (SEC)

See all updates »

Alice’s Patent Invalidated as “Abstract,” But Court Declines to Articulate Standard Applicable across Industries

In deciding Alice Corp. v. CLS Bank International, the Supreme Court Thursday invalidated Alice’s patent to software for intermediated settlement of transactions – finding the patent claimed nothing more than a general computer…more

Alice Corporation, CLS Bank, CLS Bank v Alice Corp, Mayo v. Prometheus, Patent Litigation

See all updates »

Aereo’s Antenna Arrays and Streaming of Broadcast Programming to Individual Subscribers Found Infringing

In a significant victory for the broadcast industry, the Supreme Court has held in a 6-3 decision that Aereo’s TV streaming service is a public performance within the meaning of the Copyright Act. Aereo operates massive antenna…more

ABC, ABC v Aereo, Aereo, Broadcasting, Cable Television Providers

See all updates »

Indiana Notification of Health Care Transactions Law Takes Effect

On July 1, 2024, Indiana’s new health care transactions notification law takes effect. The law is designed to increase government oversight of mergers and acquisitions involving health care entities…more

Acquisitions, Compliance, Corporate Practice of Medicine, Covered Entities, Covered Transactions

See all updates »

Employers Beware: Recent Developments in Employee No-Poaching Agreements

No poaching agreements among employers continue to make antitrust news, and employers and their HR professionals need to take note. Whether or not a particular agreement has a valid purpose (such as protecting an employer’s…more

Antitrust Violations, Department of Justice (DOJ), Employer Liability Issues, Franchise Agreements, Franchises

See all updates »

AI Inventorship Still a No-Go, But Will the Copyright Office Change Its Tune for Music Created by AI?

The rise of Artificial Intelligence (AI) over the past decade is undeniable, and we reap its benefits throughout the day when using our smartphones, managing our bank accounts, listening to a customized playlist, shopping…more

Artificial Intelligence, Copyright, Copyright Office, Music, Patents

See all updates »

A Federal Contractor’s Preliminary Playbook for Avoiding False Claims Under President Trump’s DEI Executive Order

On January 21, 2025, President Trump issued an Executive Order titled, “Ending Illegal Discrimination and Restoring Merit Based Opportunity” (the “EO”). The EO seeks to eliminate diversity, equity, and inclusion (“DEI”) and…more

Affirmative Action, Civil Rights Act, Department of Justice (DOJ), Enforcement Actions, Enforcement Priorities

See all updates »

EDGAR Next Goes Live on March 24, 2025; Filers Should Enroll by September 12, 2025

On September 27, 2024, the Securities and Exchange Commission (SEC) approved a new filer access and account management system called EDGAR Next, via significant amendments to Rules 10 and 11 of Regulation S-T, along with updates…more

EDGAR, Electronic Filing, Filing Deadlines, Filing Requirements, Regulation S-T

See all updates »

PPP Loans and M&A Transactions: Lender and Borrower Considerations

The Paycheck Protection Program (PPP) created under the CARES Act has provided much needed assistance to millions of businesses and other organizations operating in the United States that have been impacted by the COVID-19…more

Acquisitions, CARES Act, Coronavirus/COVID-19, Lenders, Mergers

See all updates »

Common Sense Approach Prevails in Determining Subject Matter Eligibility of Compositions of Matter

Over the last 15 years, the discussion over the types of subject matter that are considered patent eligible under 35 U.S.C. § 101 has been mostly focused on the software and biological fields. Several years ago, the Federal…more

Abstract Ideas, Alice/Mayo, Appeals, International Trade Commission (ITC), Patent Litigation

See all updates »

From the Gold Coast to the Golden State: A Trademark Battle Over Cozy Boots

A long legal battle over the right to use the “UGG” mark has may result in the end of a company’s right to the word “UGG” in connection with sheepskin shoes and accessories outside of Oceania…more

Australia, Business Litigation, Foreign Trademark, Intellectual Property Litigation, Intellectual Property Protection

See all updates »

Initial Guidance for New U.S. Excise Tax on Stock Repurchase Transactions: IRS Substantially Expands Scope of Applicable Canadian Companies

In our blog post dated August 22, 2022, we discussed the one percent (1%) excise tax on certain stock repurchase transactions by certain publicly traded corporations enacted as part of the Inflation Reduction Act of 2022 (the…more

Affiliates, Anti-Inversion Regulations, Canada, Foreign Corporations, Inflation Reduction Act (IRA)

See all updates »

Tenth Circuit Holds Oklahoma’s Regulation of Pharmacy Benefit Managers Preempted by ERISA

ERISA’s notorious preemption clause is no more than a few lines of text. But it has a dramatic effect on the trillions of dollars flowing through ERISA pension and health plans in any given year. The U.S. Supreme Court has been…more

Employee Retirement Income Security Act (ERISA), ERISA Litigation, Health Insurance, Pension Funds, Pharmacies

See all updates »

FinCEN Eliminates CTA Compliance for U.S. Corporate Entities and U.S. Persons – Limiting Compliance to Foreign Reporting Companies

On Friday, March 21, 2025, the United States Financial Crimes Enforcement Network (“FinCEN”) issued for publication in the Federal Register an “interim final rule” (the “Revised Rule”) that effectively exempts all domestic U.S…more

Beneficial Owner, Corporate Governance, Corporate Transparency Act, Disclosure Requirements, Domestic Corporations

See all updates »

The Trump Administration’s Sweeping New Tariffs Heighten False Claims Act Risks for U.S. Importers

As the business community adjusts to the reality of the Trump Administration’s sweeping new tariff regime, importers and other organizations that rely on imports should be mindful that with the expansion and sharp increases to…more

Customs and Border Protection, Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA), Importers

See all updates »

How California’s Sweeping New Climate Laws May Impact Your Business

California recently enacted two sweeping and unprecedented laws that will require virtually all large companies who do any amount of business in California in any industry or sector to disclose their direct and indirect…more

CARB, Climate Change, Compliance, Compliance Dates, Corporate Governance

See all updates »

Looking Down the Road: Data Privacy Priorities in 2024

2023 brought a surge of data privacy developments, with a large expansion of state comprehensive privacy laws, litigation of new claims based on older laws (e.g. wiretapping and VPPA cases), increased scrutiny on data brokers,…more

Advertising, Advertising to Minors, Biometric Information, California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA)

See all updates »

Key Things Employers in China Should Know Regarding Reopening Amid COVID-19 (II)

This article is a follow-up to the article published on March 6, 2020, which will shed light on the payroll standards during the anti-virus period, the special protections enjoyed by employees affected by the COVID-19 outbreak,…more

Best Practices, Business Continuity Plans, China, Coronavirus/COVID-19, Emergency Management Plans

See all updates »

The Supreme Court Update - April 22, 2025

The Supreme Court of the United States issued one decision today: Monsalvo Velázquez v. Bondi, No. 23-929: The Court addressed whether the 60-day voluntary-departure deadline to leave the country rolls over to the next…more

Compliance Dates, Deportation, Foreign Nationals, Immigrants, Immigration Procedures

See all updates »

Supreme Court Holds that Pure Omissions are Not Actionable under Rule 10b-5

The Supreme Court recently issued a significant decision regarding the reach of SEC Rule 10b-5. In Macquarie Infrastructure Corp. v. Moab Partners, L.P., the Court addressed whether the failure to disclose information required…more

Failure To Disclose, Omissions, Regulation S-K, Rule 10b-5, Securities and Exchange Commission (SEC)

See all updates »

DOJ Limits Enforcement During First 90 Days of US-China Data Export Rules

In a Press Release issued April 11, 2025, the U.S. Department of Justice (“DOJ”) indicated that it would prioritize “facilitating compliance” over civil enforcement actions for the first 90 days of its new US-China data export…more

China, Cybersecurity Information Sharing Act (CISA), Data Privacy, Data Security, Department of Justice (DOJ)

See all updates »

A Federal District Court Struck Down the Department of Labor’s Minimum Salary Increase for Exempt Employees: Now What?

On November 15, 2024, the United States District Court for the Eastern District of Texas overturned a 2024 rule that raised the salary threshold for workers to qualify for an exemption under the Fair Labor Standards Act…more

Corporate Counsel, Department of Labor (DOL), Exempt-Employees, Fair Labor Standards Act (FLSA), Final Rules

See all updates »

EEOC and DOJ Issue Joint Press Release and Technical Assistance Documents on “Unlawful DEI-Related Discrimination”

On March 19, 2025, the U.S. Equal Employment Opportunity Commission (“EEOC”) and the U.S. Department of Justice (“DOJ”) issued a joint press release announcing the release of two technical assistance documents designed to…more

Civil Rights Act, Department of Justice (DOJ), Discrimination, Diversity, Diversity and Inclusion Standards (D&I)

See all updates »

IP Shell Games: Supreme Court to Review Liability of Corporate Affiliates for Trademark Infringement

In a potential shakeup for corporate liability, the Supreme Court will hear oral argument this year on whether a real estate developer’s corporate affiliates should be responsible for a $46.6 million trademark infringement…more

Affiliates, Certiorari, Corporate Counsel, Corporate Liability, Corporate Veil

See all updates »

Revised Uniform Fiduciary Access to Digital Accounts Act Adopted by Four States

With the shift from traditional hard copy paper documents towards electronic records stored Cloud Computing-based software and services (e.g., iCloud, Dropbox, Google Drive, etc.), access to and use of digital assets by…more

Cloud Computing, Deceased, Digital Assets, Electronic Records, Estate Planning

See all updates »

The Fourth Circuit Affirms No Breach of ERISA’s Fiduciary Duties for “Cross-Selling” Efforts

Like the tides, the rules regarding ERISA’s fiduciary duties are constantly in flux. The Fourth Circuit recently ruled that while providing “investment advice for a fee” implicates those duties, pitching investment services does…more

Appeals, Employee Retirement Income Security Act (ERISA), ERISA Litigation, Fee-for-Service, Fiduciary Duty

See all updates »

How to Prepare for Theft of Company Information

Companies should take three steps now to ensure use of the Defend Trade Secrets Act. In May, President Barack Obama signed into law the Defend Trade Secrets Act that creates a federal civil cause of action for the…more

Asset Seizure, Confidential Information, Confidentiality Agreements, Data Protection, Defend Trade Secrets Act (DTSA)

See all updates »

FTC Prohibits Noncompete Agreements; Business Groups Sue

The Federal Trade Commission (“FTC”) just approved a rule that would largely prohibit making or enforcing employee noncompete agreements. The U.S. Chamber of Commerce and others have already sued to block the new rule. What…more

Chamber of Commerce, Constitutional Challenges, Employer Liability Issues, Employment Contract, Federal Bans

See all updates »

Kawhi Leonard told to keep his hands off Nike’s logo

In an oral ruling last month, Oregon District Court Judge Michael W. Mosman granted Nike’s motion dismissing NBA star Kawhi Leonard’s claims that he rightfully owned “The Claw” logo. The Claw is a logo depicting Leonard’s…more

Athletes, Dismissals, Endorsements, Federal Rules of Civil Procedure, Logos

See all updates »

Dorsey Legal Arcade: Video Game Industry Legal Updates - February 2023

Welcome to Issue 4 of the Dorsey Legal Arcade, our newsletter chronicling legal developments impacting the video game industry. At Dorsey & Whitney LLP, we have a strong international practice and an interest in changes in the…more

Augmented Reality, China, Emerging Technologies, Emerging Technology Companies, eSports

See all updates »

Settling Parties Beware: Failing to Provide Notice to Your Insurer Before Settling May Doom Your Chance of Recovery

On April 25, 2016, the Colorado Supreme Court issued a decision in Travelers Prop. Cas. Co. v. Stresscon Co. Stresscon, a subcontracting concrete company, entered into a settlement agreement – without providing notice to its…more

CO Supreme Court, Commercial General Liability Policies, Corporate Counsel, Insurance Industry, Notice Prejudice Rule

See all updates »

Absolute Lowest Possible Statutory Damages Award Ordered for Infringing a Viral and Potentially Lucrative Photo of Trump

You may have heard: infringing a viral photo of the current President of the United States will only cost you $750. Setting aside whether that valuation was at all related to the subject matter of the photo, let’s talk about how…more

Attorney's Fees, Copyright, Copyright Infringement, Copyright Litigation, Fair Use

See all updates »

The Importance of Full Disclosure

Directors and officers of corporations owe a duty of care and a duty of loyalty to both the corporation and its shareholders, although the duty of care for directors can be exculpated. A breach of these fiduciary duties can…more

Board of Directors, Breach of Duty, Business Judgment Rule, Corporate Governance, Corporate Officers

See all updates »

When Is a Published Patent Application Prior Art?

In a precedential opinion entered on January 14, 2025, the United States Court of Appeals for the Federal Circuit affirmed a decision of the Patent Trial and Appeal Board (“PTAB”) invalidating claims of a patent on obviousness…more

America Invents Act, Inter Partes Review (IPR) Proceeding, Obviousness, Patent Applications, Patent Invalidity

See all updates »

The Corporate Transparency Act: Deadline Approaching

This is a reminder that the deadline to file initial Beneficial Ownership Information Reports with FinCEN is January 1, 2025 for all non-exempt entities formed or registered to do business in the United States prior to December…more

Beneficial Owner, Corporate Governance, Corporate Transparency Act, Disclosure Requirements, Filing Deadlines

See all updates »

Supreme Court Upholds Patent Law Precedent

The case of Amgen Inc. v. Sanofi, U.S., No. 21-757 dealt with patent law’s “enablement” requirement. Essentially, the Court affirmed 150 years of precedent requiring the invention to be described “‘in such full, clear, concise,…more

Amgen, Biotechnology, Enablement Inquiries, Inventions, Patent Litigation

See all updates »

Targeting Algorithmic Discrimination in the Employment Context, First-of-Its-Kind Colorado AI Act Beats Out California Bills for Now

A new frontier emerges in the shadow of Colorado’s majestic peaks – Colorado’s governor signed into law a first-of-its-kind comprehensive artificial intelligence (“AI”) law in May 2024…more

Algorithms, Anti-Discrimination Policies, Artificial Intelligence, Governor Polis, Hiring & Firing

See all updates »

MAE is MIA No Longer: Delaware Court Upholds Use of “Material Adverse Event” Clause for the First Time

In Akorn, Inc. v. Fresenius Kabi AG, the Delaware Chancery Court held that Fresenius, a German pharmaceutical company, was justified in invoking a “material adverse event” (MAE) clause to terminate its $4.8 billion merger…more

Acquisitions, Contract Negotiations, Contract Termination, Contract Terms, Food and Drug Administration (FDA)

See all updates »

DOJ Updates the Evaluation of Corporate Compliance Program Memorandum, Emphasizing Emerging Technologies, Data Analytics, and Whistleblower Protections

On September 23, 2024, the U.S. Department of Justice (“DOJ”) released updates to its Evaluation of Corporate Compliance Programs policy (the “Updated ECCP”), building upon the March 2023 updates. Since 2017, DOJ has offered…more

Artificial Intelligence, Chief Compliance Officers, Compliance, Corporate Misconduct, Department of Justice (DOJ)

See all updates »

First Circuit: Lizzie Borden Themed Coffee Shop Serves Different Goods to Different Consumers from Guests at Lizzie Borden Bed and Breakfast

How many years must pass before a grisly murder can support a marketing effort? Apparently, something less than the 132 years since Lizzie Borden’s father and stepmother were axe murdered in Fall River, Massachusetts. (Yes, the…more

Hospitality Industry, Lanham Act, Likelihood of Confusion, Logos, Multi-Factor Test

See all updates »

The Hammer Revealed: Mandatory Recall Authority Under The Food Safety Modernization Act

The Food Safety Modernization Act (FSMA) overhauled the nation’s food safety systems for the first time in over a generation. Among other changes, the food safety law gave the Federal Food and Drug Administration (FDA) mandatory…more

Federal Food Drug and Cosmetic Act (FFDCA), Final Guidance, Food and Drug Administration (FDA), Food Manufacturers, Food Recalls

See all updates »

Tax Law Changes Compel Amendments to Investment Fund Agreements

Significant changes in federal income tax laws may require existing private investment fund agreements to be amended prior to the end of the 2018 calendar year. Investment managers should consult with their fund counsel to…more

Fund Managers, Internal Revenue Code (IRC), Investment Funds, IRS, Partnership Agreements

See all updates »

Will New York Law Go the Way of Weedo: Tenth Circuit Predicts New York Court of Appeals Will Hold that Property Damage Caused by a Subcontractor’s Defective Workmanship Can Constitute an Occurrence Under a Contractor’s CGL Policy

On February 13, 2018, the Tenth Circuit Court of Appeals reversed a lower court decision, which concluded that, under New York law, the property damage caused by a subcontractor’s faulty workmanship did not qualify as a covered…more

Appeals, Black and Veatch, Commercial General Liability Policies, Construction Industry, Excess Policies

See all updates »

Dorsey Infrastructure Alert No. 1

This is the first of several Alerts that will address the two pending infrastructure bills currently being considered by Congress. While there remain several procedural steps for either initiative to become law, we believe there…more

Biden Administration, Budget Reconciliation, Congressional Committees, Economic Development, Federal Budget

See all updates »

Form ADV Annual Updating Amendment Reminder

All registered investment advisers and exempt reporting advisers (“Advisers”), need to file the annual Form ADV amendment within 90 days of the firm’s fiscal year-end (by March 30, 2020 for those with a December 31, 2019 fiscal…more

Electronic Filing, Exemptions, Filing Requirements, Financial Industry Regulatory Authority (FINRA), Form ADV

See all updates »

Unexpected Risks of Early Exercise ISOs

Companies that permit the grant of early exercise incentive stock options (“ISOs”) do so primarily to limit the impact of the alternative minimum tax (“AMT”). However, due to fairly counterintuitive tax regulations, structuring…more

Alternative Minimum Tax, Capital Gains, Deferred Compensation, Incentive Stock Options, Startups

See all updates »

Potential Issues for Warehouse Providers with Electronic Mortgage Notes

Fannie Mae and Freddie Mac (the “GSEs”), working together with Mortgage Electronic Registry Systems (“MERS”), have been promoting the use of electronic mortgage notes (“eNotes”) in the residential mortgage industry. MERS, with…more

Consumer Protection Laws, E-Signatures, Electronic Records, Fannie Mae, Freddie Mac

See all updates »

Jack Daniel’s Remand, Part I: Why Did the Trial Court Give “Little Weight” to a Consumer Survey Showing 29% Confusion?, Op. 1, No. 45

Seven years ago today, Jack Daniel’s was no doubt riding high. The U.S. District Court for the District of Arizona gave Jack a big shot in the arm with a trademark infringement and dilution victory over Bad Spaniel’s…more

Dilution, Intellectual Property Litigation, Jack Daniels Properties Inc v VIP Products LLC, Lanham Act, Likelihood of Confusion

See all updates »

Dorsey Infrastructure Alert No. 1

This is the first of several Alerts that will address the two pending infrastructure bills currently being considered by Congress. While there remain several procedural steps for either initiative to become law, we believe there…more

Biden Administration, Budget Reconciliation, Congressional Committees, Economic Development, Federal Budget

See all updates »

Dorsey U.S. Bankruptcy Law Q&A Series Six (Chinese Version)

We hope that you found the five previous Q&A series regarding what to do when a U.S. customer files for Chapter 11 bankruptcy protection helpful. This Series Six will address questions relating to the plan process, including…more

Bankruptcy Code, Bankruptcy Plans, Chapter 11, Commercial Bankruptcy, Creditors

See all updates »

The NLRB Reverses Course (again) on Employee Outbursts and Protected Concerted Activity

What happens when an employee starts yelling at the boss, makes profane social media posts about work, or engages in other “abusive conduct?” In many cases, employers can follow their own policy and impose discipline if…more

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

See all updates »

DOJ Antitrust Division Issues Updated Guidance on Evaluating Corporate Compliance Programs

In recently released updated guidance, the Antitrust Division (“Antitrust Division”) of the U.S. Department of Justice (“DOJ”) outlined how its prosecutors will assess corporate compliance programs when conducting criminal…more

Antitrust Division, Antitrust Provisions, Antitrust Violations, Audits, Compliance

See all updates »

India Draft Digital Personal Data Protection Rules, 2025

On January 03, 2025, the government released the much awaited draft Digital Personal Data Protection Rules, 2025, (Draft Rules / Rules) for public consultation and invited stakeholder feedback by February 18, 2025 (access the…more

Consent, Consultation, Data Breach, Data Privacy, Data Protection

See all updates »

Critical Changes To Iowa’s Public Bidding Law

Legislative Update Alert - SF 183 - On Tuesday, June 14, 2022, Governor Reynolds signed into law SF 183 (Iowa Legislature - BillBook) related to alternative delivery methods for public improvement projects…more

Governor Reynolds, New Legislation, Public Bidding, Public Projects, State Contractors

See all updates »

Heard at the IBA 2022 Annual Conference

The International Bar Association (ABA) Annual Conference was held October 30 to November 4, 2022, in Miami, Florida. Marc Kushner and Carlos Méndez-Peñate, two members of the Dorsey New York office’s vibrant international…more

Acquisitions, Antitrust Investigations, Capital Markets, Environmental Social & Governance (ESG), Equity Markets

See all updates »

No Claim Too Small: Contractor Settles FCA Claims for Failure to Return $14,000 of Reimbursed Equipment

On May 28, 2021, a District of Maine judge granted a joint motion for stipulated judgment in favor of the United States, ending the False Claims Act suit against a Coast Guard contractor hired to assist with the excavation of a…more

Coast Guard, Contract Terms, False Claims Act (FCA), Federal Contractors, Government Property

See all updates »

Repping Your School and How the Penn State Decision Ties In

School merch is big business. Students want sweats, mugs and the like to show they belong at the school. Alums want merch to show they went to the school. Other purchasers want merch as an aspirational statement, or to support…more

Intellectual Property Litigation, Intellectual Property Protection, Lanham Act, Likelihood of Confusion, Trademark Infringement

See all updates »

HHS and FDA Take Additional Measures to Aid Post-PHE Transition for Pharmacy Providers

For the last three years, the federal government has taken considerable steps to aid providers in the fight against COVID-19. Although many of the waivers and flexibilities initiated in response to the pandemic have since…more

Centers for Disease Control and Prevention (CDC), Coronavirus/COVID-19, Department of Health and Human Services (HHS), Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA)

See all updates »

Ninth Circuit Raises The Bar For Plaintiffs Seeking Trademark Injunctions

The Ninth Circuit’s recent decision in Herb Reed Enterprises, LLC v. Florida Entertainment Management Inc. increases the burden on trademark plaintiffs seeking preliminary injunctions. The case is the first decision from a…more

eBay, Injunctions, Irreparable Harm, Trademarks

See all updates »

Not so Fast in Certifying Class: Supreme Court Holds That Courts Must Consider Generality of Alleged Misstatements in Deciding Whether to Certify Securities Fraud Class

Yesterday, the Supreme Court issued its much-anticipated decision in Goldman Sachs v. Arkansas Teacher Retirement System, Case No. 20-222. But because there was not much “daylight” left between the parties’ arguments by the time…more

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

See all updates »

Should Your Company Shut Down Its Anti-Corruption Compliance Program and Start Paying Bribes? Here Are a Few Reasons to Think Twice Before Doing So.

On February 10, 2025, President Trump issued a new Executive Order (“EO”) titled “Pausing Foreign Corrupt Practice Act Enforcement to Further American Economic and National Security.” This EO comes on the tail of Attorney…more

Anti-Corruption, Cartels, Compliance, Corporate Counsel, Corporate Governance

See all updates »

The Supreme Court Update - April 22, 2025

The Supreme Court of the United States issued one decision today: Monsalvo Velázquez v. Bondi, No. 23-929: The Court addressed whether the 60-day voluntary-departure deadline to leave the country rolls over to the next…more

Compliance Dates, Deportation, Foreign Nationals, Immigrants, Immigration Procedures

See all updates »

When Is a Published Patent Application Prior Art?

In a precedential opinion entered on January 14, 2025, the United States Court of Appeals for the Federal Circuit affirmed a decision of the Patent Trial and Appeal Board (“PTAB”) invalidating claims of a patent on obviousness…more

America Invents Act, Inter Partes Review (IPR) Proceeding, Obviousness, Patent Applications, Patent Invalidity

See all updates »

New York Governor Hochul Signs New York Pay Transparency Bill Into Law

On December 21, 2022, New York Governor Kathy Hochul signed a pay transparency law (Senate Bill 9427), requiring the disclosure of compensation and other information in connection with the advertisement of jobs that can or will…more

Covered Employer, Job Ads, Job Applicants, New Legislation, Pay Transparency

See all updates »

HKIAC Reports Record Caseload in 2024: Key Trends for US and China Businesses

The Hong Kong International Arbitration Centre (HKIAC) has reported 352 arbitration cases in 2024, one of the highest caseloads on record. The latest figures, announced on 19 February 2025, highlight Hong Kong’s continued role…more

Arbitration, China, Cross-Border Transactions, Dispute Resolution, Hong Kong International Arbitration Centre (HKIAC)

See all updates »

The Renewed Standard for Awarding Enhanced Patent Damages

On June 13, 2016, the U.S. Supreme Court issued an opinion with large ramifications for patent holders and potential infringers alike. Deciding the consolidated cases of Halo Electronics, Inc. v. Pulse Electronics, Inc. and…more

Enhanced Damages, Halo v Pulse, Judicial Discretion, Patent Infringement, Patents

See all updates »

Ensuring Access to Justice: The Litigation Funding Agreements (Enforceability) Bill and the Path Forward Post-PACCAR

Following the second reading of the Litigation Funding Agreements (Enforceability) Bill in the House of Lords on April 15th, there is a shared acknowledgment among the House of the significance of maintaining and protecting…more

Access To Justice, Contract Terms, Damages, Litigation Fees & Costs, Litigation Funding

See all updates »

Commerce Proposes Wide-Ranging Regulations for Antidumping and Countervailing Duty Proceedings, With Reduced Court Deference Lurking in the Rulemaking Process

The U.S. Department of Commerce (“Commerce”) earlier this month proposed a set of wide-ranging revisions and additions to its regulations (i.e., the “Proposed Rule”) for antidumping and countervailing duty (“AD/CVD”)…more

Administrative Proceedings, Anti-Dumping Duty, Chevron Deference, Countervailing Duties, Imports

See all updates »

Dorsey U.S. Bankruptcy Law Q&A Series Six (Chinese Version)

We hope that you found the five previous Q&A series regarding what to do when a U.S. customer files for Chapter 11 bankruptcy protection helpful. This Series Six will address questions relating to the plan process, including…more

Bankruptcy Code, Bankruptcy Plans, Chapter 11, Commercial Bankruptcy, Creditors

See all updates »

Dorsey Legal Arcade: Video Game Industry Legal Updates - February 2023

Welcome to Issue 4 of the Dorsey Legal Arcade, our newsletter chronicling legal developments impacting the video game industry. At Dorsey & Whitney LLP, we have a strong international practice and an interest in changes in the…more

Augmented Reality, China, Emerging Technologies, Emerging Technology Companies, eSports

See all updates »

Changes to Lobbying Disclosure in Minnesota

Effective January 1, 2024, Minnesota’s lobbying and public disclosure law will vastly increase the number of political jurisdictions that trigger disclosure requirements in a manner that will increase the number of persons and…more

Campaign Finance Reform, Disclosure Requirements, Government Agencies, Government Officials, Jurisdiction

See all updates »

Increase in HSR Reportability Thresholds and Filing Fees, and Other HSR Developments

These announcements come alongside the impending overhaul of the Hart-Scott-Rodino (HSR) Act filing process scheduled to take effect on February 10, 2025—subject to potential delay based on President Trump’s January 20, 2025…more

Acquisitions, Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), Elon Musk

See all updates »

California Governor Gavin Newsom Signs Update to State’s Pay Transparency Law, Setting Out New Pay Disclosure Requirements

​​​​​​​Governor Newsome has signed S.B. 1162, which requires employers to make salary ranges for positions available to both applicants and employees and expands pay data reporting requirements to better identify gender and…more

Disclosure Requirements, Gender-Based Pay Discrimination, Governor Newsom, Job Ads, New Legislation

See all updates »

Compassion in Registration: A Lesson in Filing Narrow Trademark Applications

Identical trademarks can coexist, as the Trademark Trial and Appeal Board once again emphasized when it overturned the refusal of a COMPASSION IN ACTION mark…more

Brand, Intellectual Property Litigation, Intellectual Property Protection, Likelihood of Confusion, Trademark Application

See all updates »

HKIAC Reports Record Caseload in 2024: Key Trends for US and China Businesses

The Hong Kong International Arbitration Centre (HKIAC) has reported 352 arbitration cases in 2024, one of the highest caseloads on record. The latest figures, announced on 19 February 2025, highlight Hong Kong’s continued role…more

Arbitration, China, Cross-Border Transactions, Dispute Resolution, Hong Kong International Arbitration Centre (HKIAC)

See all updates »

Suez Canal Blockage to Cause Lasting Construction Delays and Owner-Contractor Disputes

The six-day saga of the Ever Given came to an end on the afternoon of Monday, March 29, when the 1,300-foot cargo ship was finally dislodged from the banks of the Suez Canal. However, with over 300 ships waiting for passage…more

Construction Contracts, Construction Industry, Construction Project, Contract Terms, Force Majeure Clause

See all updates »

The Trump Administration’s Sweeping New Tariffs Heighten False Claims Act Risks for U.S. Importers

As the business community adjusts to the reality of the Trump Administration’s sweeping new tariff regime, importers and other organizations that rely on imports should be mindful that with the expansion and sharp increases to…more

Customs and Border Protection, Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA), Importers

See all updates »

Deferment Period Extended for PPP Borrowers that Appeal Adverse Forgiveness Decisions

Effective July 28, 2021, the Small Business Administration (“SBA”) announced a new interim final rule that, inter alia, extends the “deferment period” for borrowers that appeal a final SBA loan review decision. Borrowers are…more

Administrative Appeals, CARES Act, Coronavirus/COVID-19, Interim Final Rules (IFR), Loan Forgiveness

See all updates »

The end of IP in Russia? Urgent, Extended Edition

US and EU Sanctions - IP Engagement Suspended with Russia, Belarus, and Eurasian IP Offices - Four days after the invasion of Ukraine on February 24, 2022, the United States Treasury Department issued Directive 4 under…more

Belarus, Economic Sanctions, EU, European Union Intellectual Property Office (EUIPO), Intellectual Property Protection

See all updates »

Employers and Providers Fight over COVID-19 Testing Costs

While social distancing restrictions associated with COVID-19 are on the wane, lawsuits seeking reimbursement for COVID-19 testing are on the rise. The issue is whether federal legislation passed at the onset of the Pandemic…more

CARES Act, Coronavirus/COVID-19, Employee Retirement Income Security Act (ERISA), Employer Group Health Plans, Health Insurance

See all updates »

EDGAR Next Goes Live on March 24, 2025; Filers Should Enroll by September 12, 2025

On September 27, 2024, the Securities and Exchange Commission (SEC) approved a new filer access and account management system called EDGAR Next, via significant amendments to Rules 10 and 11 of Regulation S-T, along with updates…more

EDGAR, Electronic Filing, Filing Deadlines, Filing Requirements, Regulation S-T

See all updates »

FinCEN Eliminates CTA Compliance for U.S. Corporate Entities and U.S. Persons – Limiting Compliance to Foreign Reporting Companies

On Friday, March 21, 2025, the United States Financial Crimes Enforcement Network (“FinCEN”) issued for publication in the Federal Register an “interim final rule” (the “Revised Rule”) that effectively exempts all domestic U.S…more

Beneficial Owner, Corporate Governance, Corporate Transparency Act, Disclosure Requirements, Domestic Corporations

See all updates »

Yes, you can be liable for your employee’s online posts!

You might think what happens outside the workplace stays outside the workplace, but as the Ninth Circuit recently ruled, you can be sued by one employee for what another employee posts online…more

Anti-Harassment Policies, Civil Rights Act, Employer Liability Issues, Harassment, Hostile Environment

See all updates »

Tribal Nations Summit Update

The Biden Administration recently held a Tribal Nations Summit in Washington, D.C. At the Summit, the Administration announced a number of new actions, in particular, new initiatives relating to Tribal consultation. The stated…more

Biden Administration, Conservation, Consultation, Federal Land, Native American Issues

See all updates »

FinCEN Regulations: BSA’s Revised Beneficial Ownership Requirements

The Financial Crimes Enforcement Network (“FinCEN”) issued final regulations in 2022 to implement the revised “beneficial ownership information” disclosure rules for legal entities (the “Final Rule”) under the Corporate…more

Anti-Money Laundering, Beneficial Owner, Corporate Transparency Act, Final Rules, Financial Crimes

See all updates »

Supreme Court in Van Buren Narrows Scope of the Computer Fraud and Abuse Act

On June 3, 2021, the U.S. Supreme Court resolved a long-standing question about how the Computer Fraud and Abuse Act (“CFAA”) applies to employees who access their employers’ computer systems for their personal benefit…more

Computer Fraud and Abuse Act (CFAA), Criminal Convictions, Databases, Police, SCOTUS

See all updates »

Start Your Data Compliance Countdown! Colorado Becomes Third US State to Enact Privacy Law

Certain Colorado companies and others targeting Coloradans will soon be subject to the newly enacted Colorado Privacy Act (“CPA”), signed into law by Gov. Jared Polis on July 8, 2021. Colorado joins California and Virginia as…more

Consumer Privacy Rights, Data Deletion, Data Subject Access Requests, Data Subjects Rights, Exemptions

See all updates »

The FDA Takes Aim at CBD Labeling

Despite the legalization of cannabis sales in many states and Congress’s removal of hemp and hemp-derived cannabidiol (CBD) from the list of scheduled drugs under the Controlled Substances Act, recent events serve as a reminder…more

Cannabidiol (CBD) oil, Cannabis Products, Controlled Substances Act, Dietary Supplements, Federal Food Drug and Cosmetic Act (FFDCA)

See all updates »

Increase in HSR Reportability Thresholds and Filing Fees, and Other HSR Developments

These announcements come alongside the impending overhaul of the Hart-Scott-Rodino (HSR) Act filing process scheduled to take effect on February 10, 2025—subject to potential delay based on President Trump’s January 20, 2025…more

Acquisitions, Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), Elon Musk

See all updates »

SBIC Annual Recertification of Institutional Investor Unfunded Commitments

The U.S. Small Business Administration (SBA) requires all licensed small business investment companies (SBICs) with outstanding Leverage, outstanding Leverage Commitments, or both, to annually recertify the collectability of…more

Filing Deadlines, Filing Requirements, Institutional Investors, Leverage Capital Ratio, Leveraged Finance

See all updates »

Healthcare Fraud: A World Beyond the Anti-Kickback Statute

Americans spend more than $3 trillion per-year on healthcare-related expenses. Of that, the National Health Care Anti-Fraud Association estimates that between $60-250 billion is lost to fraud every year…more

Ambulatory Surgery Centers, Anti-Kickback Statute, Bribery, Department of Justice (DOJ), False Claims Act (FCA)

See all updates »

The Great Reopening: Considerations for Employers as Employees Begin to Travel and Return to the Office

The COVID-19 global pandemic has been an unprecedented challenge for U.S. employers over the past 12+ months. Among other things, pandemic-containment policies and best practices limited business and personal travel. …more

Biden Administration, Centers for Disease Control and Prevention (CDC), Coronavirus/COVID-19, Customs and Border Protection, Data Privacy

See all updates »

Reading the Riot Act to the Powerful: Strategic Lawsuits Against Public Participation

The UK Government has announced its readiness to introduce legislative reform aimed at countering the recent surge in a perceived form of tactical libel action, known in the press as “Strategic Lawsuits Against Public…more

Defamation, Journalists, Libel, Proposed Legislation, Scientific Research

See all updates »

FDA Conducts First Public Hearings Regarding CBD

On Friday, May 31, 2019, the Food and Drug Administration (“FDA”) conducted its first public hearing to create a regulatory framework for the legal marketing and sale of cannabidiol (“CBD”) products. The FDA asked the industry…more

Cannabidiol (CBD) oil, Comment Period, Controlled Substances Act, Farm Bill, FDA Warning Letters

See all updates »

Delaware Courts Expand Corwin Line of Cases

On March 7, 2017, Vice Chancellor Laster of the Delaware Court of Chancery dismissed the action In re Columbia Pipeline Group, Inc., C.A. No.12152-VCL. Stockholders of Columbia Pipeline Group, Inc. (“CPG”) claimed that CPG’s…more

Business Judgment Rule, Change of Control, DE Supreme Court, Dismissals, Merger Agreements

See all updates »

Insider Trading: The Supreme Court Takes Another Look

The law of insider trading is back before the U.S. Supreme Court with far–reaching implications for insider trading prosecutions in the U.S. The Court will decide whether a close friend or relative of an insider is allowed to…more

Criminal Prosecution, Illegal Tipping, Insider Trading, Personal Benefit, SCOTUS

See all updates »

U.S. Treasury Department Takes Action Against Russian Darkmarket Entity as Latest Government Move Against Cybercrime

On April 5, the U.S. Treasury Department's Office of Foreign Assets Control (“OFAC”) in the U.S. Department of the Treasury named Genesis Market to OFAC’s Specially Designated Nationals List (“SDN List”). Genesis Market is…more

Cryptocurrency, Cyber Crimes, Cyber Threats, Dark Web, Department of Justice (DOJ)

See all updates »

Marijuana Investments and Fraud Featured in SEC Investor Alert

The marijuana industry is attracting considerable interest from investors, and unfortunately, scam artists trying to take advantage of those investors. In response to these concerns, on September 5, 2018, the Securities and…more

Investors, Marijuana, Marijuana Related Businesses, Risk Alert, Securities and Exchange Commission (SEC)

See all updates »

Obtaining a Secondary Listing on the Main Market of the London Stock Exchange

This eUpdate focuses on the eligibility requirements, process and continuing obligations for a company with a primary listing in a jurisdiction outside the UK which is seeking a secondary listing on the Main Market of the London…more

Capital Markets, Corporate Governance, Financial Conduct Authority (FCA), Listing Rules, Listing Standards

See all updates »

Reintroducing the No FAKES Act

A bipartisan Bill aiming to protect individuals from having their voice and visual likeness used without their consent was reintroduced in Congress earlier this month…more

Artificial Intelligence, Celebrities, Communications Decency Act, Consumer Privacy Rights, Deep Fake

See all updates »

U.S. Supreme Court Hands Down Two Significant Tax Decisions

Yesterday, the Supreme Court handed down two tax decisions, one of which is set to immediately impact internet and other remote retailers nationwide. In South Dakota v. Wayfair, No. 17-494 , the Court overruled Quill Corp. v…more

Commerce Clause, Compensation & Benefits, Constitutional Challenges, Employee Stock Purchase Rights, Internal Revenue Code (IRC)

See all updates »

The False Claims Act and the Anti-Kickback Statute: Causation, Materiality, and the Connection Between the Two

Violations of the federal Anti-Kickback Statute (the “AKS”) have long served as a basis for liability under the federal False Claims Act (the “FCA”). Recently, however, there has been increasing uncertainty regarding how far a…more

Anti-Kickback Statute, But For Causation, Causation, Compliance, False Claims Act (FCA)

See all updates »

New Minnesota Health Care Transaction Oversight Law Imposes Additional Requirements on Nonprofit Health Care Entities

On May 26, 2023, the Governor of Minnesota signed into law Minnesota bill HF 402 to increase government oversight of health care transactions that occur in Minnesota or involve Minnesota-based health care entities…more

Asset Transfer, Asset Valuations, Comment Period, Corporate Conversions, Corporate Practice of Medicine

See all updates »

CARES ACT Municipal Liquidity Facility

On April 9 the Federal Reserve announced as part of the CARES Act a short term liquidity facility related to governments and referred to as The Municipal Liquidity Facility (the “MLF”). Authorized under Section 13(3) of the…more

CARES Act, Coronavirus/COVID-19, Credit Facilities, Federal Reserve, Financial Stimulus

See all updates »

The California Supreme Court (and Court of Appeal) - January 30 - February 3, 2023

The California Supreme Court issued the following decision earlier this week: Travis et al. v. Brand et al., Case No. S268480: Government Code section 91003(a) gives trial courts discretion to award attorney’s fees to “a…more

Attorney's Fees, CA Supreme Court, Political Reform Act, Trial Court Orders

See all updates »

Alaska Legislature Passes Bill Allowing Virtual Shareholder Meetings

Dorsey Assists Alaska Corporations to Hold Annual Virtual and Hybrid Meetings - The Alaska Legislature unanimously passed Senate Bill 24, on March 22, 2021, allowing corporate shareholder meetings and nonprofit member…more

Annual Meeting, Corporate Governance, New Legislation, Shareholder Meetings, Shareholders

See all updates »

Charitable Contribution and Donor Relation Considerations for 501(c)(3) Organizations

Donors that make contributions to charitable organizations recognized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), may claim an individual income tax deduction under Section 170 (all…more

501(c)(3), Charitable Donations, Charitable Organizations, Internal Revenue Code (IRC), IRS

See all updates »

John Wick Targets Jane Wick with Trademark Opposition

John Wick is a highly successful film franchise starring Keanu Reeves as a hitman who reluctantly emerges from retirement to avenge the killing of his pet beagle (among other offenses committed by a group of not-very-nice…more

Fashion Industry, Film Industry, Likelihood of Confusion, Trademark Infringement, Trademark Litigation

See all updates »

Trump Administration Revises List of State Sponsors of Terrorism

On January 11, Secretary of State Michael Pompeo announced the Trump Administration in its final week in office is returning Cuba to the official State Department list of state sponsors of terrorism. Cuba will thus re-join Syria…more

Biden Administration, Cuba, Cuban Assets Control Regulations (CACR), Export Administration Regulations (EAR), Foreign Policy

See all updates »

2024 Delaware Entity Statutory Amendments

On August 1, 2024, the 2024 amendments to Delaware’s entity statutes went into effect. These include amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”),…more

Corporate Governance, Delaware General Corporation Law, Effective Date, Fiduciary Duty, General Partnerships

See all updates »

Uncertainty Looms: Minneapolis's 2040 Plan Hits (Another) Judicial Roadblock

The month of September was a bad month for the City of Minneapolis’s 2040 Comprehensive Plan (2040 Comp Plan). On September 5, 2023, Minnesota’s Fourth Judicial District (Hennepin County) released a decision temporarily…more

Affordable Housing, Appeals, Department of Economic Development, Environmental Review, General Plan

See all updates »

A Deepfake App Could Be in Deep Trouble with California Celebrities

A deepfake is an image or video of a person, often a celebrity, who has been digitally altered using an artificial intelligence (“AI”) application to appear to be someone else. Deepfake technology has the potential to be either…more

Artificial Intelligence, Celebrities, Deep Fake, Mobile Apps, Name and Likeness

See all updates »

Recent Updates to the H-1B Registration Process for FY 2026

The United States Citizenship and Immigration Services (USCIS) is expected to soon announce the fiscal year 2026 H-1B lottery registration period. Historically, the USCIS has opened the H-1B cap registration period in the first…more

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

See all updates »

FTC Prohibits Noncompete Agreements; Business Groups Sue

The Federal Trade Commission (“FTC”) just approved a rule that would largely prohibit making or enforcing employee noncompete agreements. The U.S. Chamber of Commerce and others have already sued to block the new rule. What…more

Chamber of Commerce, Constitutional Challenges, Employer Liability Issues, Employment Contract, Federal Bans

See all updates »

Minnesota Issues Revenue Notice Regarding Apportionment of Compensation Paid to Nonresident Corporate Board Members

On August 25, 2014, the Minnesota Department of Revenue released Revenue Notice 14-02, which provides an alternative method of apportioning compensation earned by certain corporate directors who are not residents of Minnesota…more

Apportionment, Board of Directors, Directors, Executive Compensation, Income Taxes

See all updates »

New NASDAQ Board Diversity Disclosure Rules

As discussed in more detail here, on August 6, 2021, the United States Securities and Exchange Commission (the “SEC”) approved NASDAQ Rules 5605(f) and 5606, which require each NASDAQ listed company (subject to certain narrow…more

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

See all updates »

Patent Office Publishes Subject Matter Eligibility Guidance

On July 16, 2024, the United States Patent and Trademark Office (“USPTO”) announced new guidance for examination of patent applications directed to critical and emerging technologies, including artificial intelligence (AI)…more

Alice/Mayo, Artificial Intelligence, CLS Bank v Alice Corp, Emerging Technologies, Judicial Exception

See all updates »

What Employers Need to Know about Iowa’s Religious Freedom Restoration Act

On April 2, 2024, Governor Kim Reynolds signed Senate File 2095, the Iowa Religious Freedom Restoration Act, which became effective immediately. Iowa’s Religious Freedom Restoration Act (“RFRA”) is modeled on a similar law that…more

Anti-Discrimination Policies, Employee Rights, Employer Liability Issues, Religious Accommodation, Religious Exemption

See all updates »

Does My Business Qualify for Federal Funding under the CARES Act?

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act” or “Stimulus Act”), signed into law on March 27, 2020, includes a program administered through the Small Business Administration (SBA) that will assist small…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Financial Stimulus, Paycheck Protection Program (PPP)

See all updates »

Whataburger v. What-A-Burger #13 - A battle for trademark rights in North Carolina, and potential defenses for junior trademark users

Whataburger has once again found itself in the news over a lawsuit it filed over naming rights against a long-standing East Coast burger establishment for its purported infringement of the WHATABURGER trademark…more

Breach of Contract, Commercial Contracts, Contract Disputes, Defense Strategies, Goodwill

See all updates »

DOJ to Develop New Whistleblower Program to Augment Existing Federal Whistleblower Programs

Last week Deputy Attorney General Lisa Monaco announced that the U.S. Department of Justice (DOJ) will soon begin a pilot program to reward whistleblowers who alert prosecutors to significant corporate misconduct. The goal of…more

CFTC, Compliance, Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ)

See all updates »

Saying Goodbye to Mask Mandates - Practical Tips for Employers

On May 13, 2021, the U.S. Centers for Disease Control and Prevention (“CDC”) revised its COVID-19 guidance to reflect that “fully vaccinated” individuals no longer need to wear masks, whether indoors or outdoors, except in…more

Centers for Disease Control and Prevention (CDC), Coronavirus/COVID-19, Employer Responsibilities, Governor Walz, Infectious Diseases

See all updates »

Dorsey Infrastructure Alert No. 1

This is the first of several Alerts that will address the two pending infrastructure bills currently being considered by Congress. While there remain several procedural steps for either initiative to become law, we believe there…more

Biden Administration, Budget Reconciliation, Congressional Committees, Economic Development, Federal Budget

See all updates »

UPDATE: Success for “Success Kid” before the Eighth Circuit in Copyright Dispute

A few months’ back, the TMCA wrote about a copyright dispute between the campaign committee of former Iowa Congressman Steve King and Laney Griner, the owner of the photograph used in the popular “Success Kid” meme. The Eighth…more

Andy Warhol Foundation for the Visual Arts Inc v Goldsmith, Commercial Use, Copyright, Copyright Infringement, Copyright Litigation

See all updates »

HHS OIG Releases an Updated Health Care Fraud Self-Disclosure Protocol

On November 8, 2021, the U.S. Department of Health and Human Services Office of Inspector General (“OIG”) released a revised Provider Self-Disclosure Protocol, renamed Health Care Fraud Self-Disclosure Protocol (“SDP”). Prior to…more

Anti-Kickback Statute, Civil Monetary Penalty, Department of Health and Human Services (HHS), Department of Justice (DOJ), Enforcement

See all updates »

USPTO to Fast Track COVID-19 Technology Patents for Small and Micro Entities, Without Additional Fees

Having previously identified the COVID-19 outbreak as an “extraordinary situation” under 37 CFR 1.183, USPTO Director Andrei Iancu is exercising sua sponte authority to implement a COVID-19 prioritized examination pilot program…more

Copyright, Coronavirus/COVID-19, Fast Track Process, Patent Applications, Patents

See all updates »

What Makes an AI Generated Work “Original”?

The emergence of generative artificial intelligence (AI) products in the past couple of years has significantly increased the capacity for individuals, businesses, and organisations to utilise AI to produce a wide range of…more

Artificial Intelligence, Authorship, Copyright, Copyright Infringement, Copyright Litigation

See all updates »

The Economic Crime (Transparency and Enforcement) Act 2022: New Rules for Overseas Entities Owning Land in the UK

The Economic Crime (Transparency and Enforcement) Act 2022 (“Act”) introduces new measures to tackle illicit wealth in the UK property market. The Act is comprised of three parts and Part 1 of the Act (“Part 1”), which became…more

Anti-Money Laundering, Beneficial Owner, Disclosure Requirements, Financial Crimes, Foreign Entities

See all updates »

DOJ Limits Enforcement During First 90 Days of US-China Data Export Rules

In a Press Release issued April 11, 2025, the U.S. Department of Justice (“DOJ”) indicated that it would prioritize “facilitating compliance” over civil enforcement actions for the first 90 days of its new US-China data export…more

China, Cybersecurity Information Sharing Act (CISA), Data Privacy, Data Security, Department of Justice (DOJ)

See all updates »

The General Counsel for the National Labor Relations Board (“NLRB”), Jennifer Abruzzo, has recently issued two memorandums significantly changing how employers must draft separation agreements and opining on the enforceability of noncompetition agreements. Can she do that?

Abruzzo has been busy. Within the last few months, she has issued two notable memorandums that could have significant impacts on how employers must comply with the National Labor Relations Act (“NLRA”). It is important to note…more

Federal Trade Commission (FTC), NLRA, NLRB, NLRB General Counsel, Non-Compete Agreements

See all updates »

The New Face of Fraud: Deepfakes and the Emerging Cyber Threats in Hong Kong

Almost from the very beginning of the internet era, the world has been increasingly afflicted with cyberfraud, exploiting the internet’s potential to enable fraudsters to induce unsuspecting victims to transfer money to overseas…more

Artificial Intelligence, Cyber Attacks, Cyber Crimes, Cyber Threats, Cybersecurity

See all updates »

Significant New Healthcare Privacy and Cybersecurity Developments

As the federal government continues to take action in response to events impacting the healthcare landscape, stakeholders must ensure that they are staying up-to-date with health information privacy and security developments in…more

Business Associates, Covered Entities, Cybersecurity, Department of Health and Human Services (HHS), Final Rules

See all updates »

McGirt v. Oklahoma

In series of Treaties with the Creek Nation in the 1830s, the United States established a Reservation for the Creeks, covering millions of acres in northeastern Oklahoma, including land on which the City of Tulsa is located. In…more

Criminal Convictions, Disestablishment, Federal Jurisdiction, Federal v State Law Application, Fee Simple

See all updates »

USICA Passage Suggests Significant Funding Opportunities Across Range of Industries

The United States Innovation and Competition Act (“USICA”) passed the Senate on June 8, 2021. The bill, a rare bipartisan effort, would pour funding into research, design, and manufacturing initiatives in key technological and…more

Biden Administration, Buy America, Colleges, Critical Infrastructure Sectors, Executive Orders

See all updates »

Changes to Lobbying Disclosure in Minnesota

Effective January 1, 2024, Minnesota’s lobbying and public disclosure law will vastly increase the number of political jurisdictions that trigger disclosure requirements in a manner that will increase the number of persons and…more

Campaign Finance Reform, Disclosure Requirements, Government Agencies, Government Officials, Jurisdiction

See all updates »

What is the CROWN Act, what do I need to know about it, and how should employers prepare for it?

On March 18, 2022, the U.S. House of Representatives passed the Creating a Respectful and Open World for Natural Hair (CROWN) Act by way of a party line vote of 235-189. In general, the federal CROWN Act and similar state acts…more

Civil Rights Act, Employment Discrimination, Hairstyle Discrimination, Proposed Legislation, Race Discrimination

See all updates »

Supreme Court Upholds Patent Law Precedent

The case of Amgen Inc. v. Sanofi, U.S., No. 21-757 dealt with patent law’s “enablement” requirement. Essentially, the Court affirmed 150 years of precedent requiring the invention to be described “‘in such full, clear, concise,…more

Amgen, Biotechnology, Enablement Inquiries, Inventions, Patent Litigation

See all updates »

DSU Plans May Run Afoul of U.S. Deferral Election Timing Rules Resulting in Adverse U.S. Tax Treatment

A Canadian company adopting a deferred share unit plan (DSU plan) for its directors must consider U.S. tax implications for U.S. taxpayers. It is important to remember that U.S. citizens and U.S. residents for tax purposes…more

Directors, Filing Requirements, Foreign Corporations, Income Taxes, IRS

See all updates »

I-140 Revocation by USCIS not Eligible for Federal Court Review

On July 20, 2021, the U.S. Court of Appeals for the D.C. Circuit held that the Immigration and Nationality Act (“INA”) precludes court review of a decision by U.S. Citizenship and Immigration Services (“USCIS”) to revoke a…more

Appeals, Dismissals, Foreign Nationals, Form I-140 Petitions, Immigration and Nationality Act

See all updates »

Companies Consider Transparent Face Masks as an ADA Accommodation During Pandemic

Lawsuits from the deaf and hard-of-hearing community may require companies to consider new reasonable accommodations during the COVID-19 pandemic, such as transparent face masks for employees and clean writing tools for…more

Americans with Disabilities Act (ADA), Coronavirus/COVID-19, Employer Responsibilities, Masks, Nike

See all updates »

U.S. Patent Office Announces Deferred Subject Matter Eligibility Response Pilot Program

The United States Patent and Trademark Office (“USPTO”) announced a new pilot program, called the Deferred Subject Matter Eligibility Response Pilot Program (“Pilot Program”), that will allow certain patent applicants to defer…more

Patent Applications, Patent-Eligible Subject Matter, Patents, Time Extensions, USPTO

See all updates »

Achieving Marketplace Advantage With Targeted Design Rights

Aesthetic appeal often drives commercial success. Faced with endless options, consumers often select products based on look and feel. High-performing, defect-free products are table stakes, and utility patents strongly protect…more

Design Patent, Patent Infringement, Patents, USPTO, Utility Patents

See all updates »

SEC Approves Nasdaq Board Diversity Listing Rules

On August 6, 2021, the Securities Exchange Commission (the “SEC”) approved Nasdaq Rules 5605(f) and 5606 on board diversity, which are the first of their kind to be implemented on a national scale in the United States. They are…more

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

See all updates »

The CHIPS and Sciences ACT of 2022 - The Impact on China

The CHIPS and Sciences Act of 2022 (the “Act”) was passed by the U.S. Congress on July 27, 2022 and signed into law by President Biden on August 9 of the same year. The Act is an effort to increase semiconductor manufacturing…more

Biden Administration, China, Federal Funding, Incentives, Manufacturers

See all updates »

FTC Prohibits Noncompete Agreements; Business Groups Sue

The Federal Trade Commission (“FTC”) just approved a rule that would largely prohibit making or enforcing employee noncompete agreements. The U.S. Chamber of Commerce and others have already sued to block the new rule. What…more

Chamber of Commerce, Constitutional Challenges, Employer Liability Issues, Employment Contract, Federal Bans

See all updates »

Repping Your School and How the Penn State Decision Ties In

School merch is big business. Students want sweats, mugs and the like to show they belong at the school. Alums want merch to show they went to the school. Other purchasers want merch as an aspirational statement, or to support…more

Intellectual Property Litigation, Intellectual Property Protection, Lanham Act, Likelihood of Confusion, Trademark Infringement

See all updates »

Termination of U.S. LIBOR Tenors Postponed Until June 30, 2023

On November 30, 2020, the ICE Benchmark Administration Limited (commonly referred to as “ICE”) announced its plan to extend the date that most U.S. LIBOR values would cease being computed and announced from December 31, 2021 to…more

Banking Sector, Benchmarks, Federal Reserve, Financial Transactions, ICE Benchmark Administration (IBA)

See all updates »

D.C. Circuit Court Upholds Mill Site Claim Rule Critical to Mining Projects in the United States

Earlier this summer, the District of Columbia Court of Appeals issued a decision affirming the lower court’s decision that the Mining Law of 1872 does not impose a limit on the number of mill sites that a mining claimant may use…more

Bureau of Land Management, Mineral Exploration, Mineral Extraction, Mining, NEPA

See all updates »

ANC Shareholder Preferences Should Continue Despite Executive Order Revoking Affirmative Action and DEI Initiatives in Federal Contracting

Alaska Native Corporations have been legally permitted to preferentially hire their shareholders based on a 1992 amendment to a federal statute enacted in the Alaska Native Claims Settlement Act – Section 1626(g). In other…more

Affirmative Action, Civil Rights Act, Diversity, Diversity and Inclusion Standards (D&I), Executive Orders

See all updates »

Key Insights on Unfair Dismissal Laws in the UK for US-Based Employers

A recent British legal case, which could impact U.S. and other international companies, has reinforced the complexities of cross-border employment, particularly where group companies are involved. The fact that a US company does…more

Employer Liability Issues, Employment Litigation, Employment Tribunals, Hiring & Firing, International Labor Laws

See all updates »

EDGAR Next Goes Live on March 24, 2025; Filers Should Enroll by September 12, 2025

On September 27, 2024, the Securities and Exchange Commission (SEC) approved a new filer access and account management system called EDGAR Next, via significant amendments to Rules 10 and 11 of Regulation S-T, along with updates…more

EDGAR, Electronic Filing, Filing Deadlines, Filing Requirements, Regulation S-T

See all updates »

The Advantage of Crossover Refunding of Build America Bonds

Many governmental entities considering an advance refunding of their Build America Bonds (“BABs”) can achieve a better economic result by using a crossover refunding. While an advance “net” refunding typically results in a loss…more

Bonds, Build America Investment Initiative, Debt Restructuring, Escrow Accounts, Government Entities

See all updates »

Thinking of Listing on the NASDAQ?

The U.S securities market represents one of the largest sources of capital in the world, with a deep pool of liquidity and broad investor base that is not just looking at dividends and value but focused on the growth of…more

Capital Markets, Capital Raising, Capitalization, Initial Public Offering (IPO), Listing Standards

See all updates »

CARES Act Provides Significant Payroll Tax Relief and Relief for Business Taxpayers and Individuals

The federal Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act” or the “Act”), signed into law on March 27, 2020, contains significant (and mostly temporary) changes to federal tax law that provide immediate and…more

CARES Act, Coronavirus/COVID-19, Corporate Taxes, Income Taxes, Payroll Taxes

See all updates »

Massachusetts Expands Healthcare Material Change Law, Adds Private Equity in Scope

On January 8, 2025, the governor of Massachusetts signed into law H.5159, An Act enhancing the market review process (the “Act”). Among various other healthcare market oversight enhancements, the Act expands the authority of the…more

Compliance, Contract Terms, Health Care Providers, Healthcare, Investment

See all updates »

Insurance Coverage for Costs and Losses Due to the COVID-19 Pandemic: Some Considerations

The novel coronavirus, and the respiratory disease it causes (COVID-19), continue to exact a human toll. As state and national governments fight to mitigate the impact, businesses are also attempting to address the social and…more

Business Closures, Business Continuity Plans, Business Interruption, Civil Authority Coverage, Commercial Insurance Policies

See all updates »

Preparing for LIBOR Substitution - Commercial and Consumer Lending Considerations

As of December 31, 2021 (the “Effective Date”), the use of LIBOR as an index for commercial and consumer loans will likely cease - which presents lenders and other industry participants with the challenges to address: (a) the…more

Banking Sector, Benchmarks, Consumer Lenders, Derivatives, Financial Services Industry

See all updates »

President Trump Seeks to End Carried Interest Tax Preference

President Trump met with Republican lawmakers on Thursday, February 6, 2025, to outline his tax priorities, including extending the 2017 tax cuts and expanding the state and local tax deduction. Also included among the…more

Capital Gains, Carried Interest, Corporate Taxes, Income Taxes, IRS

See all updates »

Eighth Circuit Analyzes Scope of FCA Liability Under Anti-Kickback Statute

​​​​​​​On July 26, 2022, the Eighth Circuit Court of Appeals issued an opinion interpreting the standard for the causal link the government must show to establish that a “false or fraudulent” claim under the False Claims Act…more

Anti-Kickback Statute, But For Causation, Evidence, False Claims Act (FCA), Federal Contractors

See all updates »

USPTO Defers Provisional Filing Fees For COVID-19 Technologies, But Beware Of Early Publication

The USPTO has announced yet another COVID-19 pilot program, which began on September 17, 2020. Under this new pilot, the USPTO allows applicants to defer the application fee for any provisional patent application directed to…more

Biologics, Coronavirus/COVID-19, Filing Fees, Investigational New Drug Application (IND), Patent Applications

See all updates »

Energy Law: Month in Review - October 2024

Welcome to Dorsey’s Energy Law: Month in Review. We provide this update to our clients to identify significant developments in the previous month…more

Corporate Liability, Duke Energy, Energy Sector, Environmental Protection Agency (EPA), FERC

See all updates »

Increase in HSR Reportability Thresholds and Other HSR Developments

In January 2023, the Federal Trade Commission (FTC) made three important announcements for M&A practitioners. This article summarizes the HSR Act’s requirements and reports on relevant developments in 2022…more

Antitrust Division, Antitrust Provisions, Civil Monetary Penalty, Department of Justice (DOJ), Federal Trade Commission (FTC)

See all updates »

Legislative Action Heralds Sweeping Changes to PAGA, Resulting in Tools for More Effective Administration and Potential to Curb Abuse, Benefiting Both Employers and Workers

The Private Attorneys General Act of 2004 (“PAGA”) has been increasingly criticized as harmful to employers and employees. Well-meaning organizations are forced to expend resources settling often frivolous actions rather than…more

Ballot Measures, Civil Monetary Penalty, Cure Periods, Labor Code, Labor Law Violations

See all updates »

New Junk Fees Rules to Take Effect in 2025

The new year will bring significant changes to Minnesota’s retail landscape. Effective January 1, 2025, the Minnesota Deceptive Trade Practices Act (“MDTPA”) will contain new price transparency provisions requiring that…more

Advertising, Disclosure Requirements, Fees, Hidden Fees, New Rules

See all updates »

OFCCP Requires New Self-ID Form

The Office of Federal Contract Compliance Programs (OFCCP) has issued a new Individuals with Disabilities voluntary self-identification form for use by all federal contractors and subcontractors who are obligated to maintain…more

Affirmative Action, Federal Contractors, OFCCP, Required Forms, Self-Certification

See all updates »

What Companies and Higher Education Institutions Need to Know Regarding DOJ’s New Memoranda to Enforce the Administration’s Directive to “End Illegal DEI” Practices and for the “Total Elimination of Cartels and Transnational Criminal Organizations”

On February 5, 2025, U.S. Attorney General Pam Bondi issued a series of fourteen policy memoranda directed to all employees of the U.S. Department of Justice (“DOJ”). Two are particularly likely to impact companies and higher…more

Cartels, Civil Rights Act, Department of Justice (DOJ), Diversity and Inclusion Standards (D&I), Equal Employment Opportunity Commission (EEOC)

See all updates »

Emergency Cannabis Small Business Health and Safety Act

On Thursday, April 23, 2020, Representatives Earl Blumenauer (D-OR) and Ed Perlmutter (D-CO) introduced the Emergency Cannabis Small Business Health and Safety Act (the “Act”) in the House. If passed, the Act would allow…more

Cannabis-Related Businesses (CRBs), Economic Injury Disaster Loans, Financial Stimulus, Paycheck Protection Program (PPP), Proposed Legislation

See all updates »

SEC Releases Long Awaited Rules on Regulation A+

On December 18, the Securities and Exchange Commission released their long-awaited proposed rules on Regulation A+. The proposed rules, which are intended to increase access to the capital markets for smaller issuers, were…more

Blue Sky Laws, JOBS Act, Preemption, Regulation A, Reporting Requirements

See all updates »

Increase in HSR Reportability Thresholds and Filing Fees, and Other HSR Developments

These announcements come alongside the impending overhaul of the Hart-Scott-Rodino (HSR) Act filing process scheduled to take effect on February 10, 2025—subject to potential delay based on President Trump’s January 20, 2025…more

Acquisitions, Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), Elon Musk

See all updates »

Eight Years Later: “Speculative” and “Straightforward” FCA Allegations Against Walmart Dismissed

Walmart successfully ended eight years of protracted litigation under the False Claims Act (“FCA”) on June 4, 2021, when the Sixth Circuit affirmed dismissal of Medicare and Medicaid fraud allegations against the major…more

Appeals, Dismissals, False Claims Act (FCA), Fraud, Materiality

See all updates »

Biden Administration Labor Law Initiatives Swept Away

In a widely expected move, Acting National Labor Relations Board (“NLRB”) General Counsel William Cohen rescinded a range of Biden Administration labor-law policies, including high-profile directives that targeted…more

Biden Administration, Deregulation, Enforcement Actions, Labor Relations, NLRA

See all updates »

Artificial Intelligence Launching Agentic AI in an Uncertain U.S. Regulatory Landscape

Within its first few days, the new administration revoked the 2023 Executive Order on Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence (the “Old AI Executive Order”) – which had been intended to…more

Agents, Artificial Intelligence, Biden Administration, Cybersecurity, Data Privacy

See all updates »

New York City’s Wage Transparency Law Requires Salary Ranges to be included in Job Advertisements

New York City takes another step toward pay equity and transparency by joining a growing number of states throughout the country that have enacted pay transparency laws. New York City employers and their agents will soon be…more

Disclosure Requirements, Hiring & Firing, Job Applicants, Local Ordinance, Minimum Salary

See all updates »

SEC Approves NASDAQ Rule Requiring Disclosure of “Golden Leash” Arrangements

On July 1, 2016, the Securities and Exchange Commission approved a change to the NASDAQ Stock Market LLC’s Listing Rules that will require NASDAQ-listed companies to publicly disclose so-called “golden leash” arrangements…more

Board of Directors, Directors, Disclosure Requirements, Final Rules, Golden Leash Arrangements

See all updates »

2018 Amendments to the Minnesota Business Corporation Act

The Minnesota Legislature has approved, and Governor Mark Dayton has signed, legislation amending the Minnesota Business Corporation Act (MBCA). The amendments go into effect on August 1, 2018 and include authorizations for..…more

Amended Regulation, Corporations Code, Exclusive Forum, Governor Dayton, Mergers

See all updates »

Supreme Court Holds that Pure Omissions are Not Actionable under Rule 10b-5

The Supreme Court recently issued a significant decision regarding the reach of SEC Rule 10b-5. In Macquarie Infrastructure Corp. v. Moab Partners, L.P., the Court addressed whether the failure to disclose information required…more

Failure To Disclose, Omissions, Regulation S-K, Rule 10b-5, Securities and Exchange Commission (SEC)

See all updates »

Inevitable Disclosure Theory Helps Plaintiff Overcome Standing Hurdle

Earlier this month, a federal court judge in the United States District Court for the Central District of Illinois denied a defendant’s motion to dismiss a plaintiff’s amended complaint for, among other claims, trade secret…more

Defend Trade Secrets Act (DTSA), Inevitable Disclosure Doctrine, Intellectual Property Protection, Misappropriation, Standing

See all updates »

Uncertainty Looms: Minneapolis's 2040 Plan Hits (Another) Judicial Roadblock

The month of September was a bad month for the City of Minneapolis’s 2040 Comprehensive Plan (2040 Comp Plan). On September 5, 2023, Minnesota’s Fourth Judicial District (Hennepin County) released a decision temporarily…more

Affordable Housing, Appeals, Department of Economic Development, Environmental Review, General Plan

See all updates »

D&O Insurance and the Two Words to Fear: Capacity Exclusion

The Delaware Superior Court recently held in Goggin v. National Union Fire Insurance Co. (which you can read here) that private equity sponsors also serving as portfolio company directors may, under certain circumstances, not be…more

Board of Directors, Breach of Duty, Chapter 7, Commercial Bankruptcy, D&O Insurance

See all updates »

To Recuse or Not to Recuse? An Update.

Given that litigation in the United States can take years from start to finish, we rarely see a conclusion to the cases we follow. In a prior blog post, we looked at the potential recusal requirements of the U.S. Supreme Court…more

Appeals, Artificial Intelligence, Code of Conduct, Copyright, Copyright Infringement

See all updates »

The False Claims Act and the Anti-Kickback Statute: Causation, Materiality, and the Connection Between the Two

Violations of the federal Anti-Kickback Statute (the “AKS”) have long served as a basis for liability under the federal False Claims Act (the “FCA”). Recently, however, there has been increasing uncertainty regarding how far a…more

Anti-Kickback Statute, But For Causation, Causation, Compliance, False Claims Act (FCA)

See all updates »

District Court Issues Final Judgment In Action Challenging OCC’s Fintech Charter - Now To The Court of Appeals

On October 21, 2019, the U.S. District Court for the Southern District of New York entered final judgment in Lacewell v. Office of the Comptroller of the Currency, the closely-watched case between the New York DFS and the OCC…more

Administrative Procedure Act, Final Judgment, Financial Regulatory Agencies, FinTech, Fintech Charter

See all updates »

District Court Issues Final Judgment In Action Challenging OCC’s Fintech Charter - Now To The Court of Appeals

On October 21, 2019, the U.S. District Court for the Southern District of New York entered final judgment in Lacewell v. Office of the Comptroller of the Currency, the closely-watched case between the New York DFS and the OCC…more

Administrative Procedure Act, Final Judgment, Financial Regulatory Agencies, FinTech, Fintech Charter

See all updates »

Increase in HSR Reportability Thresholds and Filing Fees, and Other HSR Developments

These announcements come alongside the impending overhaul of the Hart-Scott-Rodino (HSR) Act filing process scheduled to take effect on February 10, 2025—subject to potential delay based on President Trump’s January 20, 2025…more

Acquisitions, Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), Elon Musk

See all updates »

The Fundamentals of Shareholder Litigation

Every enterprise, from a large public company to a small private business, needs to be concerned about lawsuits from company’s ultimate owners – the shareholders or other stakeholders. In this episode, Dorsey Partners Kent…more

Shareholders, Small Business

See all updates »

New U.S. Government Review Process Effective March 22 for Information Communications Technology and Services from China, Russia and Other “Foreign Adversaries”

On January 19, 2021, one day before the transition to the new Biden Administration, the U.S. Department of Commerce published its interim final regulations (“Regulations”) that will allow the United States to review, block,…more

Biden Administration, CFIUS, China, Electronic Communications, Foreign Investment

See all updates »

2025 Private Funds Compliance Calendar

Dorsey’s 2025 Private Funds Compliance Calendar addresses certain key regulatory obligations that apply to private funds and private fund advisers…more

Compliance, Investment Adviser, Investment Funds, Private Funds, Reporting Requirements

See all updates »

Bankruptcy Dispute Regarding “Coolcore” Trademark Heats Up in the First Circuit

In December 2015, the TMCA blogged about a decision in In re Tempnology, LLC, in which the Bankruptcy Court for the District of New Hampshire held that a debtor’s rejection of a licensing agreement in bankruptcy terminated the…more

Appeals, Bankruptcy Court, Commercial Bankruptcy, Contract Drafting, Executory Contracts

See all updates »

The Fundamentals of Shareholder Litigation

Every enterprise, from a large public company to a small private business, needs to be concerned about lawsuits from company’s ultimate owners – the shareholders or other stakeholders. In this episode, Dorsey Partners Kent…more

Shareholders, Small Business

See all updates »

What Companies and Higher Education Institutions Need to Know Regarding DOJ’s New Memoranda to Enforce the Administration’s Directive to “End Illegal DEI” Practices and for the “Total Elimination of Cartels and Transnational Criminal Organizations”

On February 5, 2025, U.S. Attorney General Pam Bondi issued a series of fourteen policy memoranda directed to all employees of the U.S. Department of Justice (“DOJ”). Two are particularly likely to impact companies and higher…more

Cartels, Civil Rights Act, Department of Justice (DOJ), Diversity and Inclusion Standards (D&I), Equal Employment Opportunity Commission (EEOC)

See all updates »

Minnesota Has Banned Most Non-compete Agreements; It Could Have Been Worse

On May 16 the Minnesota Legislature passed a bill (go to Article 6, page 66) that will ban new non-competition agreements between employers and employees, as well as independent contractors. Governor Walz is expected to sign the…more

Employer Liability Issues, Employment Contract, Governor Walz, Non-Compete Agreements, Pending Legislation

See all updates »

Dorsey Legal Arcade: Video Game Industry Legal Updates - February 2023

Welcome to Issue 4 of the Dorsey Legal Arcade, our newsletter chronicling legal developments impacting the video game industry. At Dorsey & Whitney LLP, we have a strong international practice and an interest in changes in the…more

Augmented Reality, China, Emerging Technologies, Emerging Technology Companies, eSports

See all updates »

CARES ACT Municipal Liquidity Facility

On April 9 the Federal Reserve announced as part of the CARES Act a short term liquidity facility related to governments and referred to as The Municipal Liquidity Facility (the “MLF”). Authorized under Section 13(3) of the…more

CARES Act, Coronavirus/COVID-19, Credit Facilities, Federal Reserve, Financial Stimulus

See all updates »

What’s New In The Evolving Area Of Pay Equity Requirements?

As we discussed in a prior post, pay equity is a rapidly evolving area of significant import to employers. Women, people of color, and individuals with disabilities continue to earn significantly less than non-Hispanic white men…more

Equal Pay, Hiring & Firing, Job Applicants, New Legislation, Pay Equity Laws

See all updates »

Recent Updates to the H-1B Registration Process for FY 2026

The United States Citizenship and Immigration Services (USCIS) is expected to soon announce the fiscal year 2026 H-1B lottery registration period. Historically, the USCIS has opened the H-1B cap registration period in the first…more

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

See all updates »

“Is This The Party To Whom I Am Speaking?”: Third Circuit Okays TCPA Suit Against Bank Over Call Meant For Roommate

On March 11, 2005, Bank of America (“BofA”) attempted to call Genevieve Dutriaux at her home where she resided with a roommate, Mark Leyse. Dutriaux was the registered subscriber for the phone number that BofA dialed. The call…more

Appeals, Bank of America, Collateral Estoppel, Standing, TCPA

See all updates »

China Abolishes Legalization Requirement on Foreign Public Documents and Adopts Apostille

​​​​​​​On March 8, 2023, China acceded to the Convention Abolishing the Requirement of Legalization for Foreign Public Documents (the “Convention”, also known as the Apostille Convention). On October 23, 2023, the China Ministry…more

Apostille, China, International Harmonization, Public Records

See all updates »

Changes to Lobbying Disclosure in Minnesota

Effective January 1, 2024, Minnesota’s lobbying and public disclosure law will vastly increase the number of political jurisdictions that trigger disclosure requirements in a manner that will increase the number of persons and…more

Campaign Finance Reform, Disclosure Requirements, Government Agencies, Government Officials, Jurisdiction

See all updates »

Rule 506(c) Update: SEC Issues No-Action Letter Allowing Self-Certification of Accredited Investor Status in Certain Circumstances

On March 12, 2025, the staff at the Securities and Exchange Commission (SEC) Division of Corporate Finance issued a no-action letter in response to a request for Rule 506(c) interpretative guidance, agreeing that an issuer could…more

Accredited Investors, Capital Markets, Investment, No-Action Letters, Private Equity

See all updates »

Common Sense Approach Prevails in Determining Subject Matter Eligibility of Compositions of Matter

Over the last 15 years, the discussion over the types of subject matter that are considered patent eligible under 35 U.S.C. § 101 has been mostly focused on the software and biological fields. Several years ago, the Federal…more

Abstract Ideas, Alice/Mayo, Appeals, International Trade Commission (ITC), Patent Litigation

See all updates »

Energy Law: Month in Review - March 2025

Welcome to Dorsey’s Energy Law: Month in Review. We provide this update to our clients to identify significant developments in the previous month…more

Batteries, CAISO, Charging Stations, Electric Vehicles, Energy Efficiency

See all updates »

TCPA Roundup: A Week of Blockbuster News from the Supreme Court, the Ninth Circuit, the FCC, and a Few District Courts

If you follow daily TCPA news like we do, your head is probably spinning from this week’s developments. We normally digest TCPA developments for our readers in a monthly e-newsletter…more

Advertising, Appeals, Appellate Courts, ATDS, Carlton & Harris Chiropractic Inc v PDR Network LLC

See all updates »

CARES ACT Municipal Liquidity Facility

On April 9 the Federal Reserve announced as part of the CARES Act a short term liquidity facility related to governments and referred to as The Municipal Liquidity Facility (the “MLF”). Authorized under Section 13(3) of the…more

CARES Act, Coronavirus/COVID-19, Credit Facilities, Federal Reserve, Financial Stimulus

See all updates »

Energy Law: Month in Review - November 2024

Welcome to Dorsey’s Energy Law: Month in Review. We provide this update to our clients to identify significant developments in the previous month…more

CAISO, Clean Energy, Data Centers, Department of Energy (DOE), Electricity

See all updates »

Federal Grant and Loan “Temporary Pause” to Have a Significant Impact on the Health Care Industry

A memorandum from the Office of Management and Budget (“OMB”) on January 27, 2025 notified heads of federal agencies of a temporary pause on all disbursements of federal grants and loans, effective at 5pm Eastern on January 28,…more

Department of Health and Human Services (HHS), Executive Orders, Federal Funding, Grants, Health Care Providers

See all updates »

SEC Charges Underwriters with Violations of Rule 15c2-12

​​​​​​​Last week, the SEC entered orders against three underwriters for failing to comply with Securities Exchange Act of 1934 (“Exchange Act”) Rule 15c2-12. These actions serve as a good reminder for compliance checks and…more

Accredited Investors, Compliance, Enforcement Actions, Exempt Transactions, MSRB

See all updates »

Channel Reinforces that Akorn is the Ceiling not the Floor for MAE Terminations

2018’s landmark decision Akorn, Inc. v. Fresenius Kabi AG marked the first time that the Chancery Court upheld a buyer’s use of a Material Adverse Effect (MAE) clause to terminate a merger agreement. However, the Court’s…more

Contract Negotiations, Contract Termination, Contract Terms, Food and Drug Administration (FDA), Fraud

See all updates »

Transition Service Agreements (TSA): Understanding the Key Considerations

​​​​​​​Often, when a buyer purchases a specific business unit of a company, complexities arise for both buyer and seller as the business unit being sold frequently depends upon several services provided by the seller. At the…more

Acquisitions, Contract Terms, Mergers, Transitional Arrangements

See all updates »

Considerations for Awarding Incentive Stock Options

Canadian companies that award stock options to their employees, non‑employee directors and/or other service providers often inquire as to whether they should offer Incentive Stock Options (“ISOs”) to any such individuals who are…more

Alternative Minimum Tax, Canada, Foreign Corporations, Incentive Stock Options, Internal Revenue Code (IRC)

See all updates »

Increase in HSR Reportability Thresholds and Filing Fees, and Other HSR Developments

These announcements come alongside the impending overhaul of the Hart-Scott-Rodino (HSR) Act filing process scheduled to take effect on February 10, 2025—subject to potential delay based on President Trump’s January 20, 2025…more

Acquisitions, Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), Elon Musk

See all updates »

The CFPB Says Fees and Fee-Related Disclosures For Payments-By-Phone May Constitute an Unfair and Deceptive Practice and Violate Federal Debt Collection Statutes

In a Compliance Bulletin released July 27, 2017, the Consumer Financial Protection Bureau (CFPB) cautioned covered persons and service providers that fees for pay-by-phone services (called “phone pay fees”) may run afoul of…more

Consumer Financial Contracts, Consumer Financial Protection Bureau (CFPB), Debt Collection, Dodd-Frank, FDCPA

See all updates »

Health Care Discrimination Litigation Gets a New Set of Teeth under the ACA: 2015 Litigation Review and Preview of 2016

Discrimination in health care was prohibited before the Affordable Care Act, but on a limited basis. Protected classes did not include sex; prohibitions excluded private physicians accepting Medicare Part B; and, most…more

Affordable Care Act, Disparate Impact, Disparate Treatment, Health Care Providers, Health Insurance

See all updates »