Eversheds Sutherland (US) LLP

The far reach of state law – Nevada proposes fiduciary duty regulations for broker-dealers and investment advisers

Under Nevada law, financial planners owe a fiduciary duty to their clients. In accordance with this duty, a financial planner must disclose, at the time advice is given, any gain the financial planner may receive if the advice…more

Breach of Duty, Broker-Dealer, Fiduciary Duty, Financial Industry Regulatory Authority (FINRA), Financial Planning

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Highlights from the NAIC Fall 2024 National Meeting

In our recent webinar, members of the Eversheds Sutherland Insurance Practice Group discussed noteworthy developments from the National Association of Insurance Commissioners (NAIC) Fall National Meeting that was held in Denver,…more

Artificial Intelligence, Cybersecurity, Data Privacy, Data Protection, IAIS

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New York adopts final business corporation franchise tax regulations

On December 27, 2023, the New York State Department of Taxation and Finance (Department) officially adopted the business corporation franchise tax regulations it submitted to the State Register on August 9, 2023 – marking the…more

Business Taxes, Corporate Taxes, Franchise Taxes, Income Taxes, Local Taxes

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Overview of the ICSID Fiscal Year 2020 Caseload Report

On August 13, 2020, the International Centre for Settlement of Investment Disputes (ICSID) released its Fiscal Year 2020 Caseload Report (FY2020 Report or Report). ICSID updates its caseload statistics every six months. This…more

Arbitration, Bilateral Investment Treaties, Dispute Resolution, ICSID, Investor State Dispute Settlement (ISDS)

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Last minute reprieve for businesses on FCC’s cross-channel revocation rule (but nothing else)

On April 7, 2025, with just four days to spare, the Federal Communications Commission (FCC) delayed the effective date of part of its impending rule regarding how companies respond to opt-out requests from individuals to a…more

Consumer Protection Laws, FCC, Final Rules, Opt-Outs, Regulatory Requirements

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Key highlights of FinCEN’s final rule on access to Beneficial Ownership Information

The Financial Crimes Enforcement Network (FinCEN) issued the Beneficial Ownership Information Access and Safeguards Rule (Access Rule) establishing the framework for access to and protection of beneficial ownership information…more

Beneficial Owner, Corporate Transparency Act, Customer Due Diligence (CDD), Final Rules, Financial Institutions

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Legal Telescope: The AI-ESG nexus – redefining legal and regulatory strategies

Read our thought leadership report which offers valuable insights and knowledge from our global team of lawyers to help you stay ahead of the curve in the ever-changing world of AI and ESG. As Artificial Intelligence (AI)…more

Artificial Intelligence, Corporate Governance, Environmental Social & Governance (ESG), Geopolitical Risks, Governance Standards

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In re Urban Commons 2 West LLC (Bankr. SDNY Mar. 4, 2025)

Bankruptcy Court Elects to Follow Majority Interpretation of 11 U.S.C. § 363(f)(5) On March 4, 2025, the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) issued a significant ruling…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy, Creditors

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Charting a course: Guidance issued to help navigate potential issues for insurance industry with the corporate alternative minimum tax (CAMT)

On February 17, 2023, the Department of Treasury (Treasury) and the Internal Revenue Service (the IRS) issued Notice 2023-20 (the Notice), to provide guidance that is intended to help avoid unintended adverse consequences to the…more

Alternative Minimum Tax, Corporate Taxes, Insurance Industry, IRS, New Guidance

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ISDA publishes version 2.0 of the Equity Definitions VE

On January 21, 2025, the International Swaps and Derivatives Association, Inc. (ISDA) published version 2.0 of the 2002 Equity Derivatives Definitions (Versionable Edition) (Equity Definitions VE). The updated version includes a…more

Capital Markets, Contract Terms, Derivatives, Financial Services Industry, Investment

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FinCEN demystifies risk-focused Bank Secrecy Act/anti-money laundering supervision

Last week, the Financial Crimes Enforcement Network (FinCEN) and its regulatory partners issued a joint statement in an effort to increase transparency around risk-focused Bank Secrecy Act/anti-money laundering supervision. The…more

Banking Sector, Broker-Dealer, BSA/AML, Financial Institutions, FinCEN

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SEC Cooperation Leads to Waiver of Privilege

On December 5, 2017, a Florida federal magistrate judge ordered a law firm to turn over interview notes and memoranda from an internal investigation, finding that any applicable privilege had been waived when attorneys gave an…more

Accounting Fraud, Cooperation, Discovery, Enforcement Actions, Internal Investigations

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Climates Change SEC’s Disclosure Rules: Still substantial, the SEC approves scaled back climate disclosure rules

On March 21, 2022, the Securities and Exchange Commission (SEC) proposed expansive and controversial climate disclosure rules. Two years and 24,000 comment letters later, on March 6, 2024, the SEC voted 3-2 to adopt its highly…more

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

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NAIC Life and Annuities (A) Committee adopts amendments to Actuarial Guideline 49-A

On February 24th, the NAIC Life Insurance and Annuity (A) Committee (A Committee) adopted amendments to Actuarial Guideline (AG) 49-A to address a concern raised by state insurance regulators regarding the use of illustrations…more

Actuarial Values, Actuaries, Annuities, Insurance Industry, Life Insurance

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Updates on temporary exemptive relief: SEC provides continued relief for BDCs regarding in-person board meetings and co-investment

On January 5, 2021, the Securities and Exchange Commission (the SEC) issued a Public Statement updating the targeted regulatory relief that the SEC previously had granted in an effort to assist market participants, including…more

Board Meetings, Business Development Companies, Coronavirus/COVID-19, Exemptive Relief, Investment Company Act of 1940

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An Arrow in the Quiver of Patent Owners: Federal Circuit Decides That Not All Aspects of PTAB’s Institution Decisions Are "Final and Nonappealable"

The US Court of Appeals for the Federal Circuit has decided that patent owners may appeal the decisions of the Patent Trial and Appeal Board (PTAB) regarding the timeliness of inter partes review petitions under 35 U.S.C. §…more

§ 315(b), Appeals, Broadcom, En Banc Review, Inter Partes Review (IPR) Proceeding

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Recent administrative guidance hints at tax accounting priorities heading into 2025

IRS LB&I has updated several pieces of administrative guidance, including a notice regarding the transition period for complying with increased substantiation requirements for research credit refund claims and two practice units…more

Corporate Governance, Grace Period, IRS, Land Developers, Large Business & International Division (LB&I)

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EU, US and UK Competition Authorities issue joint statement on AI

On 23 July 2024, the European Commission, the UK’s Competition and Markets Authority, and the U.S. Department of Justice and Federal Trade Commission issued a joint statement setting out their commitment to work together to…more

Artificial Intelligence, Competition Authorities, Department of Justice (DOJ), EU, European Commission

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IBA announces consultation on extension of LIBOR transition deadline to end of June 2023

On November 30, 2020, Intercontinental Exchange, Inc. (ICE) announced that the ICE Benchmark Administration Limited (IBA), a wholly-owned subsidiary of ICE and the administrator of LIBOR, will consult in early December 2020 on…more

Alternative Reference Rates Committee (ARRC), Banking Sector, Consultation, EU, Federal Reserve

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Insurance Policymakers Set to Curtail Climate Initiatives as Regulators Call for Federal Insurance Office Elimination

I. Recap of 2024 Climate Initiatives - Last year featured a number of investigations and initiatives by state and federal officials regarding the impact of climate risk on the affordability and availability of insurance…more

Climate Change, FIO, Insurance Industry, NAIC, Premiums

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Another Software Patent is Ruled Patent-Ineligible - Are Business Method and Software Patents at Risk?

On November 14, 2014, in a much-anticipated decision following the U.S. Supreme Court’s decision in Alice v. CLS Bank, a unanimous U.S. Court of Appeals for the Federal Circuit held in Ultramercial, L.L.C. v. WildTangent, Inc…more

CLS Bank v Alice Corp, Copyright, Covered Business Method Patents, Mayo v. Prometheus, Online Advertisements

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New York State releases Fiscal Year 2026 Executive Budget

On January 21, 2025, New York Governor Hochul released her Fiscal Year 2026 Executive Budget and accompanying legislation (the Budget Bill). The Budget Bill includes a middle-class tax cut, a temporary personal income tax high…more

Business Taxes, Income Taxes, Pass-Through Entities, State and Local Government, State Taxes

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Maryland’s zombie digital ad tax is not dead

Maryland lawmakers are expected to revive a pair of failed controversial tax expansion proposals shortly after the scheduled start of the next legislative session on January 13, 2021. On May 7, Governor Larry Hogan vetoed H.B…more

Digital Advertising Tax, Governor Hogan, Governor Vetoes, Gross Receipts Tax, Sales Tax

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Powerful US discovery tool still allowed for international litigation but not commercial arbitration

On June 13, 2022, the US Supreme Court decided ZF Automotive US, Inc. v. Luxshare, Ltd., No. 21-401, holding that Section 1782 requires a “foreign or international tribunal” be a tribunal imbued with governmental authority. The…more

28 U.S.C. § 1782, AlixPartners LLP v The Fund for Protection of Investors Rights in Foreign States, Arbitration, Business Disputes, Business Litigation

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Unclaimed property: Michigan Supreme Court takes steps to curtail endless examinations

In litigation challenging unclaimed property examination findings, the Michigan Supreme Court took a first step towards curtailing the seemingly never-ending examination process, but left open an opportunity for the State to…more

Administrative Proceedings, Appeals, Government Agencies, Judicial Authority, Litigation Strategies

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A dash of SALT on the deal: Key takeaways from TEI's 2023 M&A Seminar

State and local tax (SALT) issues may arise from mergers, acquisitions, or dispositions. Eversheds Sutherland Partner Todd Betor presented on Unique State Tax Issues at Tax Executives Institute’s 2023 Mergers & Acquisitions…more

Acquisitions, CARES Act, Corporate Taxes, Local Taxes, Mergers

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Proposed bipartisan legislation aims to clarify the crypto regulatory landscape

Senators Kirsten Gillibrand (D-NY) and Cynthia Lummis (R- WY) introduced new proposed legislation on June 7, 2022, which would classify the vast majority of digital assets as commodities, and empower the Commodities Futures…more

CFTC, Commodities, Cryptoassets, Cryptocurrency, Cybersecurity

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Trump reciprocal tariffs: a paradigm shift, a pause, and consequences for US trading partners

On April 2, 2025, the Trump Administration announced new, comprehensive tariff rates representing the most significant change in US trade policy in a generation—a paradigm shift from an era of low tariffs to an approach based on…more

China, Executive Orders, International Emergency Economic Powers Act (IEEPA), International Trade, Reciprocity Rules

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2024 qualified retirement plan and health and welfare plan checklist: A very demure, very mindful year

With 2024 drawing to a close, employers should review any actions needed before year-end with respect to their benefit plans, as well as some upcoming deadlines that may require advance planning. As the adage attributed to…more

Automatic Enrollment, Benefit Plan Sponsors, Cybersecurity, Department of Health and Human Services (HHS), Eligibility Determination

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SEC proposal seeks to expand access to private funds

On December 18, 2019, the Securities and Exchange Commission (SEC) issued a proposed rule – “Amending the ‘Accredited Investor’ Definition” (the Proposed Rule) – that would expand access to private funds for certain individuals…more

Accredited Investors, Capital Raising, Comment Period, Family Offices, Institutional Investors

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A Step in the Right Direction: IRS Rules on North-South Spinoffs

The Internal Revenue Service (IRS) recently released guidance on certain “north-south” spinoff transactions. Generally, a “north-south” transaction consists of a transfer of property from a shareholder to a corporation close in…more

Internal Revenue Code (IRC), IRS, Spinoffs, Transfer of Assets

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FTC says (uninformed) silence is not assent: “Click to cancel” final rule is here

On October 16, 2024, and by a 3-2 vote of its commissioners, the Federal Trade Commission (FTC) issued a broad-reaching final “click to cancel” rule (Rule), updating its Negative Option Rule, that could subject companies to…more

Consumer Complaint System, Consumer Protection Laws, Enforcement Actions, Federal Trade Commission (FTC), Final Rules

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Kisor v. Wilkie and judicial deference to agency determinations—Are there implications for employee benefits litigation and the DOL fiduciary rule?

In June 2019, a unanimous Supreme Court in Kisor v. Wilkie retained but limited the scope of Auer deference – the court-created doctrine that courts should defer to an agency’s interpretation of its own regulations or other…more

Administrative Agencies, Administrative Interpretation, Administrative Procedure Act, Auer Deference, Chevron Deference

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Delaware Supreme Court Finds UCC Termination Filings Valid Despite Lack of Lender’s Intent

On October 17, the Delaware Supreme Court held that JP Morgan (JPM) terminated its security interest in all of the collateral provided by General Motors (GM) in support of a $1.5 billion loan, despite neither party intending…more

Chapter 11, Commercial Bankruptcy, Commercial Loans, General Motors, Intent

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SALT Scoreboard - Quarter 4, 2024

This is the fourth edition of the Eversheds Sutherland SALT Scoreboard for 2024. Since 2016, we have tallied the results of what we deem to be significant taxpayer wins and losses and analyzed those results. Our entire SALT team…more

Corporate Taxes, Income Taxes, Internal Revenue Code (IRC), IRS, SALT

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New nationwide policy marks latest DOJ effort to incentivize voluntary self-disclosure

On February 22, 2023, the US Department of Justice issued a nationwide policy for all US Attorney’s Offices (USAOs) outlining the circumstances in which a company may receive credit for voluntary self-disclosure (VSD)…more

Chief Compliance Officers, Compliance, Corporate Crimes, Corporate Misconduct, Criminal Prosecution

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Trump reciprocal tariffs: a paradigm shift, a pause, and consequences for US trading partners

On April 2, 2025, the Trump Administration announced new, comprehensive tariff rates representing the most significant change in US trade policy in a generation—a paradigm shift from an era of low tariffs to an approach based on…more

China, Executive Orders, International Emergency Economic Powers Act (IEEPA), International Trade, Reciprocity Rules

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RILA revolution: SEC adopts tailored registration framework for RILAs and MVAs

On July 1, 2024, the Securities and Exchange Commission (SEC) adopted rule and form amendments to provide a tailored registration framework for registered index-linked annuities (RILAs) and registered market value adjustment…more

Disclosure Requirements, Registration Requirement, Reporting Requirements, Rulemaking Process, Securities Act of 1933

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Something old and something new: Final Appeals regulations maintain pre-TFA exclusions from Appeals eligibility; pilot program expands access to Fast Track and Post Appeals Mediation

On January 14, 2025, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued final regulations (T.D. 10030) implementing section 7803(e) of the Internal Revenue Code. Section 7803(e) was enacted…more

Appeals, Department of Justice (DOJ), Final Rules, Internal Revenue Code (IRC), IRS

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Are you ready? The trend towards ever more prescriptive cybersecurity controls further reaches DOD contractors

Cybersecurity requirements continue to proliferate, both globally and within the US. Whether because of these new requirements, or because of the escalating threat environment, companies should urgently consider assessing their…more

Cybersecurity, Cybersecurity Maturity Model Certification (CMMC), Department of Defense (DOD), Federal Contractors, Final Rules

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SEC provides green light to new exemptive relief

The SEC recently issued a notice with regard to a new model of co-investment relief and issued the first exemptive order for multi-class relief to a private BDC. This legal alert discusses both new developments…more

Business Development Companies, Exemptions, Investment Advisers Act of 1940, Investment Funds, Investment Management

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Texas Senate Bill 6 – Are major regulatory changes coming for large loads and behind-the-meter arrangements in ERCOT?

On February 12, 2025, the Texas State Senate unveiled Senate Bill 6, titled “Relating to electricity planning and infrastructure costs for large loads” (SB6). This bill addresses large loads interconnecting at transmission…more

Clean Energy, Electricity, Energy Projects, Energy Sector, Infrastructure

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San Francisco’s proposed regulation imitates California’s proposed regulation

In November 2024, voters approved Proposition M which provided for an overhaul of San Francisco’s gross receipts tax. Proposition M changed the allocation and apportionment rules for most industries, generally requiring that…more

California, Corporate Taxes, Proposed Regulation, Regulatory Reform, Regulatory Requirements

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EU, US and UK Competition Authorities issue joint statement on AI

On 23 July 2024, the European Commission, the UK’s Competition and Markets Authority, and the U.S. Department of Justice and Federal Trade Commission issued a joint statement setting out their commitment to work together to…more

Artificial Intelligence, Competition Authorities, Department of Justice (DOJ), EU, European Commission

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Opening up about AI: OSI defines open source AI

Open Source Initiative (OSI) has provided its first definition of open source artificial intelligence. A California public benefit corporation, OSI has been defining and certifying open source software for over twenty years, and…more

Artificial Intelligence, Open Source Software, Software, Technology Sector

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Opening up about AI: OSI defines open source AI

Open Source Initiative (OSI) has provided its first definition of open source artificial intelligence. A California public benefit corporation, OSI has been defining and certifying open source software for over twenty years, and…more

Artificial Intelligence, Open Source Software, Software, Technology Sector

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US Supreme Court weighs in on nonconsensual third-party releases in bankruptcy

The US Supreme Court has recently issued a pivotal decision that has significant implications across various sectors, including legal, corporate, and public health. The decision settles a significant legal dispute that has been…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy, Harrington v Purdue Pharma L P

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California wildfires: What is required versus what is requested, and why it matters

On January 9, the California Insurance Commissioner simultaneously published Bulletin 2025-1 and Notice 2025-1. The Bulletin, authorized by California Insurance Code section 675.1(b)(2), is not the focus of this Alert. The…more

California, Compliance, Insurance Industry, Insurance Regulations, Property Damage

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The CFPB Proposes to Supervise Nonbanks that Perform One Million or More International Money Transfers Per Year

On January 23, 2014, the Consumer Financial Protection Bureau (CFPB) proposed a rule whereby the definition of “larger participants” will be expanded to include nonbanks that perform one million or more international money…more

Compliance, Consumer Financial Protection Bureau (CFPB), Enforcement, Money Transfer, Nonbank Firms

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Tax Bytes: Week of March 17, 2025

Tax developments - Pillar 2’s viability: Perspectives from industry leaders - In a prior edition of Tax Bytes, we explained how “some, including the Finance Ministers of Hungary and India, have questioned the viability of…more

Corporate Taxes, Double Taxation, EU, Foreign Investment, International Tax Issues

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Through the eyes of the SEC: SEC adopts amendments to MD&A disclosure requirements

On November 19, 2020, the United States Securities and Exchange Commission (the SEC) adopted amendments (the Adopted Amendments)1 to Items 301 (selected financial data), 302 (supplementary financial data), and 303 (Management’s…more

Amended Regulation, Business Development Companies, Corporate Governance, Disclosure Requirements, MD&A Statements

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A look at the Trump administration’s executive orders pertaining to workplace anti-discrimination measures

The first month of President Trump’s second administration began with a flurry of Executive Orders, many of which directly affect various employment related issues. While many of the new administration’s Executive Orders (EO)…more

Attorney General, Civil Rights Act, Diversity and Inclusion Standards (D&I), Employment Discrimination, Equal Employment Opportunity Commission (EEOC)

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SEC provides green light to new exemptive relief

The SEC recently issued a notice with regard to a new model of co-investment relief and issued the first exemptive order for multi-class relief to a private BDC. This legal alert discusses both new developments…more

Business Development Companies, Exemptions, Investment Advisers Act of 1940, Investment Funds, Investment Management

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NAIC Report: 2016 Summer National Meeting

The National Association of Insurance Commissioners (NAIC) held its 2016 Summer National Meeting from August 26 through August 29 in San Diego, California. The meeting began with strong words from the NAIC President and…more

Insurance Industry, NAIC

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SEC v. Commonwealth: a win for the securities industry

On April 1, 2025, the First Circuit Court of Appeals vacated a nearly $95 million judgment against our client Commonwealth Financial Network related to the sufficiency of Commonwealth’s revenue-sharing disclosures. The First…more

Appeals, Broker-Dealer, Disclosure Requirements, Disgorgement, Enforcement Actions

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US-China trade war – More tit-for-tat: China’s comeback - April 2025

In recent weeks, the global trade environment has experienced an unprecedented level of volatility and uncertainty due to a series of new trade policies announced by the US.  Those actions have triggered responses by the US’ key…more

China, Economic Sanctions, Export Controls, International Trade, Retaliatory Tariffs

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Legislating for LIBOR’s cessation

On April 6, 2021, New York Governor Andrew Cuomo signed into law the New York State Legislature’s Senate Bill 297B/Assembly Bill 164B (the New York LIBOR Legislation), strengthening the groundwork for the forthcoming transition…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Contracts Clause, Federal Reserve, Governor Cuomo

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CFTC Fines Summit Energy Services, Inc. for Violating CTA Registration Rules Under the Commodity Exchange Act

On January 16, the Commodity Futures Trading Commission (CFTC) issued a settlement order requiring Summit Energy Services, Inc. (Summit Energy) to pay a $140,000 civil monetary penalty for acting as an unregistered commodity…more

CFTC, Civil Monetary Penalty, Commodity Exchange Act (CEA), Commodity Trading Advisors (CTAs), Enforcement Actions

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DC Tax Revision Commission releases Chairman’s Mark, includes Business Activity Tax and Data Excise Tax

On January 5, 2024, the DC Tax Revision Commission released its “Chairman’s Mark,” which lays out the Commission’s tentative proposals for changes to the District’s tax structure. The Commission released a package of 39…more

Business Taxes, Electric Vehicles, Excise Tax, Franchise Taxes, Personal Property Tax

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EU, US and UK Competition Authorities issue joint statement on AI

On 23 July 2024, the European Commission, the UK’s Competition and Markets Authority, and the U.S. Department of Justice and Federal Trade Commission issued a joint statement setting out their commitment to work together to…more

Artificial Intelligence, Competition Authorities, Department of Justice (DOJ), EU, European Commission

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FTC announces revised HSR notification thresholds and HSR filing fees for 2024

The Federal Trade Commission (FTC) announced on Monday, January 22, 2024 that the jurisdictional thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) will increase in 2024, including an…more

Acquisitions, Antitrust Division, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees

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SALT Scoreboard - Quarter 4, 2024

This is the fourth edition of the Eversheds Sutherland SALT Scoreboard for 2024. Since 2016, we have tallied the results of what we deem to be significant taxpayer wins and losses and analyzed those results. Our entire SALT team…more

Corporate Taxes, Income Taxes, Internal Revenue Code (IRC), IRS, SALT

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US-China trade war – More tit-for-tat: China’s comeback - April 2025

In recent weeks, the global trade environment has experienced an unprecedented level of volatility and uncertainty due to a series of new trade policies announced by the US.  Those actions have triggered responses by the US’ key…more

China, Economic Sanctions, Export Controls, International Trade, Retaliatory Tariffs

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Tax Bytes: Week of February 24, 2025

Tax developments - Other countries’ response to United States position on the Global Tax Deal - On Friday, President Trump issued a memo discussing his administration’s intent to defend US companies from unfair foreign…more

Beneficial Owner, Corporate Transparency Act, FinCEN, International Tax Issues, International Trade

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A look at the Trump administration’s executive orders pertaining to workplace anti-discrimination measures

The first month of President Trump’s second administration began with a flurry of Executive Orders, many of which directly affect various employment related issues. While many of the new administration’s Executive Orders (EO)…more

Attorney General, Civil Rights Act, Diversity and Inclusion Standards (D&I), Employment Discrimination, Equal Employment Opportunity Commission (EEOC)

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No longer in limbo - China’s CAC finalises new regulations regarding cross-border data flows

The much anticipated response to the Consultation initiated by the Cyberspace Administration of China (CAC) last September has finally arrived (read our earlier briefing here). Last Friday, the CAC ended months of speculation by…more

China, Compliance, Consultation, Cybersecurity, Exemptions

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AI Litigation Insights - Jeremy Jong, individually and on behalf of similarly situated individuals v. Blue Shield of California

Plaintiff Jeremy Jong filed a putative class-action complaint against Blue Shield of California (Blue Shield), one of the largest medical insurance companies in the United States…more

Artificial Intelligence, Blue Shield, Class Action, Health Insurance, Insurance Claims

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US-China trade war – More tit-for-tat: China’s comeback - April 2025

In recent weeks, the global trade environment has experienced an unprecedented level of volatility and uncertainty due to a series of new trade policies announced by the US.  Those actions have triggered responses by the US’ key…more

China, Economic Sanctions, Export Controls, International Trade, Retaliatory Tariffs

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Massachusetts Treasurer Demands National Mutual Fund Records in Multistate Unclaimed Property Audit

Late this summer, the Massachusetts Treasurer demanded mutual fund records on a nationwide basis as part of a multistate unclaimed property audit. Thirty-five (35) states are involved in the audit, but the Treasurer has sought…more

Audits, Death Master Files, Individual Retirement Account (IRA), Mutual Funds, Social Security Administration (SSA)

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No harm, no foul: IRS guidance provides path to claim PPP-related deductions for taxpayers who followed its earlier - but now obsolete - advice

The Internal Revenue Service (IRS) recently issued Revenue Procedure 2021-20 (Revenue Procedure), providing guidance for taxpayers who received Paycheck Protection Program (PPP) loans in 2020 but did not deduct all of their…more

Business Expenses, Business Taxes, CARES Act, Consolidated Appropriations Act (CAA), Coronavirus/COVID-19

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Time to catch-up on your New Year’s regulations: IRS “super” and Roth guidance

On January 10, 2025, the Department of the Treasury and the Internal Revenue Service issued proposed regulations related to two new catch-up contribution provisions under the SECURE 2.0 Act of 2022 (SECURE 2.0): (1) the…more

401k, Benefit Plan Sponsors, Employee Benefits, Internal Revenue Code (IRC), IRS

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Corporate provisions in Final Regulations under Section 163(j)

On July 28, 2020, Treasury and the IRS released highly anticipated final regulations under section 163(j) and related amended regulations under sections 382 and 383 (Final Regulations). This legal alert focuses on provisions in…more

C-Corporation, Corporate Counsel, Corporate Taxes, IRS, Tax Cuts and Jobs Act

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Connecticut Insurance Department adopts NAIC model bulletin on AI

On February 26, 2024, the Connecticut Insurance Department (the CID) adopted Bulletin No. MC-25 on the “Use of Artificial Intelligence Systems in Insurance” (Connecticut Bulletin). This Connecticut Bulletin is similar to the…more

Artificial Intelligence, Compliance, Corporate Governance, Insurance Industry, Model Rules

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RILA revolution: SEC adopts tailored registration framework for RILAs and MVAs

On July 1, 2024, the Securities and Exchange Commission (SEC) adopted rule and form amendments to provide a tailored registration framework for registered index-linked annuities (RILAs) and registered market value adjustment…more

Disclosure Requirements, Registration Requirement, Reporting Requirements, Rulemaking Process, Securities Act of 1933

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A dash of SALT on the deal: Key takeaways from TEI's 2023 M&A Seminar

State and local tax (SALT) issues may arise from mergers, acquisitions, or dispositions. Eversheds Sutherland Partner Todd Betor presented on Unique State Tax Issues at Tax Executives Institute’s 2023 Mergers & Acquisitions…more

Acquisitions, CARES Act, Corporate Taxes, Local Taxes, Mergers

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ISDA publishes version 2.0 of the Equity Definitions VE

On January 21, 2025, the International Swaps and Derivatives Association, Inc. (ISDA) published version 2.0 of the 2002 Equity Derivatives Definitions (Versionable Edition) (Equity Definitions VE). The updated version includes a…more

Capital Markets, Contract Terms, Derivatives, Financial Services Industry, Investment

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Proposed regulations explain the expansion of “covered employees” under Code Section 162(m)

On January 14, 2025, the Department of the Treasury and the Internal Revenue Service issued proposed regulations (Proposed Regulations) relating to the expansion of the definition of “covered employees” under Internal Revenue…more

American Rescue Plan Act of 2021, Compensation & Benefits, Corporate Governance, Covered Employees, Internal Revenue Code (IRC)

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LB&I announces new campaigns – Related-party service companies, offshore private banking and loose-filed Forms 5471

On April 16, 2019, the Large Business and International (LB&I) Division of the Internal Revenue Service (IRS) announced three new compliance campaigns. The campaigns focus on: ..Transfer pricing for “captive” services…more

Controlled Foreign Corporations, Corporate Taxes, FATCA, Filing Requirements, Internal Revenue Code (IRC)

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Legal Alert: The 2012 Tax Litigation Year in Review: Important Events

The year 2012 was quite an interesting one for tax controversy. Whereas 2011 brought a win for the Treasury on deference issues in Mayo Foundation for Medical Ed. v. United States, 131 S. Ct. 704 (2011), 2012 was the year courts…more

Administrative Procedure Act, Dominion Resources, FICA Taxes, H&M, Hewlett-Packard

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EU, US and UK Competition Authorities issue joint statement on AI

On 23 July 2024, the European Commission, the UK’s Competition and Markets Authority, and the U.S. Department of Justice and Federal Trade Commission issued a joint statement setting out their commitment to work together to…more

Artificial Intelligence, Competition Authorities, Department of Justice (DOJ), EU, European Commission

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Tax Bytes: Week of March 31, 2025

Upcoming Eversheds Sutherland event - Join us for a two-day controversy seminar in Washington, DC covering legislative reviews, state, federal, and international tax updates, LB&I hot topics, appeals, transfer pricing,…more

Beneficial Owner, Business Entities, Corporate Transparency Act, Disclosure Requirements, Filing Deadlines

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IRS releases Notice 2024-60 outlining procedures for submission of greenhouse gas lifecycle analysis report in support of Section 45Q Credits for utilization of carbon oxide

On July 24, 2024, the IRS issued Notice 2024-60, which sets forth the procedures for taxpayers to follow when claiming Section 45Q credits based on the “utilization” of carbon oxide. Taxpayers claiming credits based on…more

Department of Energy (DOE), Energy Tax Incentives, Environmental Protection Agency (EPA), Greenhouse Gas Emissions, Internal Revenue Code (IRC)

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Changes to 2021 ALTA Survey Standards – what you need to know

The American Land Title Association (ALTA) and the National Society of Professional Surveyors (NSPS) recently adopted revised Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys. The new standards will become…more

ALTA, Easements, Land Titles, Public Utility, Surveys

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Delaware Supreme Court Finds UCC Termination Filings Valid Despite Lack of Lender’s Intent

On October 17, the Delaware Supreme Court held that JP Morgan (JPM) terminated its security interest in all of the collateral provided by General Motors (GM) in support of a $1.5 billion loan, despite neither party intending…more

Chapter 11, Commercial Bankruptcy, Commercial Loans, General Motors, Intent

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FundsTrack: Private funds market insights - 2025 report

We are delighted to present the 2025 edition of our award-nominated private funds report, "FundsTrack: Trends in the Private Funds Market." 2024 was yet again an interesting time for private funds. Multiple elections around…more

Banking Regulators, Capital Markets, Climate Change, ELTIF, Environmental Social & Governance (ESG)

See all updates »

Executive Order signals major shift in FCPA enforcement—for now

President Trump’s February 10, 2025 Executive Order pausing Foreign Corrupt Practices Act (FCPA) enforcement and ordering an overhaul of FCPA policy marks a significant shift by the Department of Justice (DOJ), at least in the…more

Anti-Corruption, Attorney General, Bribery, Compliance, Corporate Governance

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LB&I Expands New Approach with Second Release of Campaigns

On November 3, 2017, the Large Business & International Division (LB&I of the Internal Revenue Service (IRS) released a list of 11 new campaigns, adding to the 13 campaigns that it initially launched in January. Eversheds…more

Agricultural Sector, Cross-Border, Energy-Efficiency Tax Credits, Foreign Tax Credits, Insurance Industry

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Overview of President Biden’s Non-Compete Agreement Executive Order 

On July 9, 2021, President Biden signed the Executive Order on Promoting Competition in the American Economy. The Order, breathtaking in scope, asserts as a key goal the desire to improve the lives of consumers through…more

Anti-Competitive, Biden Administration, Competition, Consumer Financial Protection Bureau (CFPB), Department of Agriculture

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Getting over the starting line: How multi-entity organizational structures can become a barrier to Chapter 15 relief

Chapter 15 of the Bankruptcy Code provides a valuable tool for non-US entities going through foreign insolvency proceedings when they have assets located in the United States. Chapter 15 can protect the value of US assets by…more

Bankruptcy Code, Canada, Chapter 15, Commercial Bankruptcy, Debtors

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COVID-19: Natural disaster or contractual quandary?

As the ever-evolving COVID-19 pandemic is no longer considered “unprecedented” and the restrictions associated with the pandemic have become a part of “the new abnormal,” district courts nationwide are beginning to grapple with…more

Contract Terms, Coronavirus/COVID-19, Corporate Counsel, Force Majeure Clause, Natural Disasters

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Potential pitfalls of the arbitration clause: Mass arbitrations on the rise

Eversheds Sutherland presents periodic updates to inform companies entering or already established in the US market about newly enacted rules or trends that may be traps for the unwary. The purpose of these updates is to…more

Arbitration, Arbitration Agreements, Consumer Contracts, Contract Terms, Dispute Resolution

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From bad to worse: Two Illinois Supreme Court decisions expand scope of potential damages under Biometric Information Privacy Act

For several years, companies that collect, use, and store the biometric information of Illinois residents have lived in fear of violating the Biometric Information Privacy Act (BIPA), due to a tidal wave of class action filings…more

Attorney's Fees, Biometric Information, Biometric Information Privacy Act, Cause of Action Accrual, Class Action

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Trial by Zoom: virtual trials in the time of COVID-19

The COVID-19 pandemic’s impact continues to send ripples into an ever-evolving court system as the quarantines and lockdowns endure. The early days of the pandemic halted hearings and stayed cases, but after almost a year of…more

Coronavirus/COVID-19, Court Closures, Federal Rules of Civil Procedure, Federal Rules of Evidence, Trial Attorneys

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UK Banking Regulator Finalizes Rules Requiring Adherence to Contractual Stay

On November 13, the Bank of England’s Prudential Regulation Authority (PRA) published a final policy statement titled “Contractual Stays in Financial Contracts Governed by Third-Country Law” (the PRA Policy Statement). These…more

Bank of England, Bank Recovery and Resolution Directive (BRRD), Banking Regulators, EU, Policy Statement

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SEC modernizes valuation practices

On December 3, 2020, the Securities and Exchange Commission (the SEC) adopted new rule 2a-5 (Rule 2a-5) under the Investment Company Act of 1940, as amended (the 1940 Act), which establishes a framework for fund valuation…more

Board of Directors, Fair Market Value, Final Rules, Investment Adviser, Investment Company Act of 1940

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FTC announces revised HSR notification thresholds and HSR filing fees for 2024

The Federal Trade Commission (FTC) announced on Monday, January 22, 2024 that the jurisdictional thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) will increase in 2024, including an…more

Acquisitions, Antitrust Division, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees

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CARES Act and the real estate industry: understanding the impact of COVID-19

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) provides a $2.2 trillion economic stimulus package to assist businesses and individuals who have been impacted by the current pandemic. In addition to the…more

CARES Act, Commercial Property Owners, Coronavirus/COVID-19, Economic Injury Disaster Loans, Real Estate Transactions

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Film Room: Court order in House requiring modification

Given the momentum of the last year, it seems unthinkable that the House settlement might not be approved. However, it’s still—in fact—a proposed settlement, subject to Court approval. And, Wednesday’s order by Judge Wilken…more

Class Action, College Athletes, Federal Rules of Civil Procedure, Injunctive Relief, Mediation

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Recent ruling provides guidance on 363 asset sales

On February 12, 2025, the US District Court for the District of Delaware issued a significant ruling in the case of HE, Inc. v. Avadim Holdings Inc. and Relion Holdings LLC. This decision arose from the Chapter 11 bankruptcy…more

Asset Purchase Agreements, Bankruptcy Code, Bankruptcy Court, Buyers, Chapter 11

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US & UK: Evolving regulations on consumer subscription contracts

Stronger consumer protections demand compliance or face penalties - Why should I read this? Subscription contracts, common in digital markets, have faced criticism as many consumers forget to cancel their free trials and end…more

California, Consumer Contracts, Consumer Protection Laws, Contract Terms, Federal Trade Commission (FTC)

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FinCEN Southwest border GTO challenged by Texas trade group

On April 1, 2025, the Texas Association for Money Service Businesses filed a lawsuit in San Antonio federal court challenging the recent Geographic Targeting Order (GTO) applicable to money services businesses (MSBs) located in…more

Bank Secrecy Act, Constitutional Challenges, Covered Business, Enforcement Actions, Filing Requirements

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Trend reversed – No German royalty withholding tax on online advertising services

After German tax authorities in the state of Bavaria and others had begun to order some German companies, as part of ongoing audit procedures, to retroactively pay German withholding tax at a rate of 15% on payments to…more

Advertising, Cross-Border, Digital Service Providers, Germany, Online Advertisements

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Update on the OCC Fintech Charter: The Current Lay of the Land

The Office of the Comptroller of the Currency (OCC) is considering allowing financial technology (fintech) companies to be chartered as special-purpose national banks. Although the planning is still at a preliminary stage, the…more

CSBS, Dodd-Frank, Financial Services Industry, FinTech, Fintech Charter

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The march to regulatory change for artificial intelligence: the commonalities between the EU and US

This briefing links up some commonalities between the EU and US in terms of the AI march to regulatory change. Our global regulatory specialists have put their heads together for this update on EU, New York City (NYC) and…more

Artificial Intelligence, Consumer Protection Laws, Corporate Counsel, Data Collection, EU

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FundsTrack: Private funds market insights - 2025 report

We are delighted to present the 2025 edition of our award-nominated private funds report, "FundsTrack: Trends in the Private Funds Market." 2024 was yet again an interesting time for private funds. Multiple elections around…more

Banking Regulators, Capital Markets, Climate Change, ELTIF, Environmental Social & Governance (ESG)

See all updates »

Last call! SEC’s pay ratio rule effective for 2018 proxy statements

The long-awaited pay ratio rule (the Rule), adopted by the Securities and Exchange Commission (the SEC) on August 5, 2015, finally takes effect in 2018. The Rule, which is intended to provide shareholders with a metric to assist…more

Corporate Governance, Disclosure Requirements, Executive Compensation, Pay Ratio, Proxy Statements

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SEC’s focus on compliance: What boards should know

Rule 38a-1 under the Investment Company Act of 1940 (the 1940 Act) requires funds to review their compliance programs, as well of those of their service providers, including their investment advisers (advisers), annually. Funds…more

Chief Compliance Officers, Compliance, Disclosure Requirements, Investment Adviser, Investment Advisers Act of 1940

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Is “The New Normal” in “The Ordinary Course of Business”?

In the midst of the COVID-19 pandemic, we’re repeatedly challenged by “the new normal,” and, as M&A advisors, we’ve wondered, “is ‘the new normal’ in ‘the ordinary course of business’”? …more

Acquisitions, Contract Terms, Representations and Warranties, Risk Assessment, Risk Management

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COVID-19 forbearance request provisions in new issuance securitizations

The coronavirus disease (COVID-19) has created disruption in cash flows across a wide range of commercial real estate assets that has resulted in property owners requesting forbearance or other modification relief with respect…more

Banking Sector, Commercial Property Owners, Coronavirus/COVID-19, Fees, Forbearance Agreements

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SEC provides green light to new exemptive relief

The SEC recently issued a notice with regard to a new model of co-investment relief and issued the first exemptive order for multi-class relief to a private BDC. This legal alert discusses both new developments…more

Business Development Companies, Exemptions, Investment Advisers Act of 1940, Investment Funds, Investment Management

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Drilling down to the details: OFAC’s relaxation of sanctions on Venezuela’s oil and gas sector broader than expected

In response to an agreement reached on Tuesday between President Nicolás Maduro’s representatives and the Venezuelan political opposition about a road map for the 2024 Venezuelan presidential election, on October 18, the Office…more

Economic Sanctions, Energy Sector, General Licenses, Office of Foreign Assets Control (OFAC), Oil & Gas

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President Signs Changes to Collins Amendment Favorable to Insurers

On December 18, President Obama signed into law the Insurance Capital Standards Clarification Act of 2014 (the Act). The Act makes it clear that the Board of Governors of the Federal Reserve (the Fed) is not required to apply…more

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2024 qualified retirement plan and health and welfare plan checklist: A very demure, very mindful year

With 2024 drawing to a close, employers should review any actions needed before year-end with respect to their benefit plans, as well as some upcoming deadlines that may require advance planning. As the adage attributed to…more

Automatic Enrollment, Benefit Plan Sponsors, Cybersecurity, Department of Health and Human Services (HHS), Eligibility Determination

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US Supreme Court hears trust nexus oral arguments

On April 16, 2019, the US Supreme Court heard oral arguments for North Carolina Department of Revenue v. Kimberley Rice Kaestner 1992 Family Trust, which asks whether the Due Process Clause prohibits states from taxing trusts…more

Appeals, Beneficiaries, Due Process, Estate Tax, Income Taxes

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A dash of SALT on the deal: Key takeaways from TEI's 2023 M&A Seminar

State and local tax (SALT) issues may arise from mergers, acquisitions, or dispositions. Eversheds Sutherland Partner Todd Betor presented on Unique State Tax Issues at Tax Executives Institute’s 2023 Mergers & Acquisitions…more

Acquisitions, CARES Act, Corporate Taxes, Local Taxes, Mergers

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City held not entitled to state action immunity in its policy of tying water service to natural gas

The City of LaGrange, Georgia, owns and operates a water supply system. It provides water service both within its corporate limits and beyond. In many areas outside city limits, the City is the sole provider of water service…more

Local Ordinance, Municipalities, Natural Gas, Public Utility, State Action Immunity

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SEC proposes to overhaul framework for mutual fund and ETF disclosure to shareholders

On August 5, 2020, the Securities and Exchange Commission (SEC) proposed significant changes (the Proposed Changes), including new Rule 498B, to the disclosure framework for mutual funds and exchange-traded funds (ETFs)…more

Disclosure Requirements, Exchange-Traded Products, Mutual Funds, Open-Ended Fund Companies (OFCs), Proposed Regulation

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Tax Bytes: Week of March 17, 2025

Tax developments - Pillar 2’s viability: Perspectives from industry leaders - In a prior edition of Tax Bytes, we explained how “some, including the Finance Ministers of Hungary and India, have questioned the viability of…more

Corporate Taxes, Double Taxation, EU, Foreign Investment, International Tax Issues

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Courtside Counsel

Welcome to our newsletter with the latest legal news in sports from the Courtside Counsel. Our team of attorneys is actively monitoring the news for need-to-know legal developments and issues involving the sports industry. Below…more

Arenas and Stadiums, College Athletes, Compensation & Benefits, Documentaries, Facial Recognition Technology

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Trump reciprocal tariffs: a paradigm shift, a pause, and consequences for US trading partners

On April 2, 2025, the Trump Administration announced new, comprehensive tariff rates representing the most significant change in US trade policy in a generation—a paradigm shift from an era of low tariffs to an approach based on…more

China, Executive Orders, International Emergency Economic Powers Act (IEEPA), International Trade, Reciprocity Rules

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Georgia’s 2025 legislative session: Tax legislation overview

During the 2025 legislative session, the Georgia General Assembly passed several notable tax related bills including further decreasing the income tax rate and extending the time period for taxpayers to protest and appeal the…more

Georgia, Income Taxes, Internal Revenue Code (IRC), IRS, Legislative Agendas

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When bankruptcy law and trademark licensing intersect - The Supreme Court’s decision in Mission Product Holdings Inc. v. Tempnology, LLC

On May 20, 2019, the US Supreme Court clarified that when a trademark licensor rejects a trademark license agreement in a Chapter 11 bankruptcy proceeding, the rejection does not rescind the use rights of the licensee under the…more

Bankruptcy Appellate Panel (BAP), Bankruptcy Code, Breach of Contract, Chapter 11, Commercial Bankruptcy

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New York State Department of Financial Services releases proposed guidance for New York insurers on managing climate risks

Last week (March 25, 2021), the New York State Department of Financial Services (NYDFS) released for public comment proposed guidance for New York domestic insurers on managing financial risks from climate change (the Proposed…more

Climate Change, Comment Period, Corporate Governance, Financial Stability Board, Insurance Industry

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Treasury and IRS release proposed regulations on transferability of IRA renewable energy credits

On June 14, 2023, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued guidance on several topics related to tax credit monetization under the Inflation Reduction Act of 2022 (IRA), including…more

Energy Projects, Energy Sector, Inflation Reduction Act (IRA), Investment Tax Credits, IRS

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Texas Supreme Court Rules CGL Policy’s “Contractual Liability" Exclusion Does Not Bar Coverage for Claims Arising From Construction Defects

On January 17, 2014, the Supreme Court of Texas rejected a commercial general liability (“CGL”) insurer’s attempt to invoke the “contractual liability” exclusion to deny coverage under a standard CGL policy regarding a…more

Breach of Contract, Commercial General Liability Policies, Construction Contracts, Construction Defects, Construction Disputes

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Courtside Counsel - August 2024

Welcome to our newsletter with the latest legal news in sports from the Courtside Counsel. Our team of attorneys is actively monitoring the news for need-to-know legal developments and issues involving the sports industry. Below…more

Artificial Intelligence, Athletes, Climate Change, Entertainment Industry, International Olympic Committee (IOC)

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AI Litigation Insights

Dow Jones & Company, Inc. and NYP Holdings, Inc. v. Perplexity AI, Inc. - Plaintiffs Dow Jones and Company, Inc. and NYP Holdings, Inc., publishers of The Wall Street Journal and New York Post, (collectively, Plaintiffs),…more

Artificial Intelligence, Commercial Litigation, Copyright, Copyright Infringement, Damages

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UK's FCA consults on payment optionality for investment research

The FCA consultation paper CP24/7 “Payment Optionality for Investment Research” considers the reintroduction of the bundling of research payments with broker’s execution fees…more

Broker-Dealer, EU, Fees, Financial Conduct Authority (FCA), Financial Institutions

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SEC adopts rules requiring the reporting of securities loans and the disclosure of short sales

On October 13, 2023, the Securities and Exchange Commission (SEC) adopted new Rule 10c-1a under the Securities Exchange Act of 1934, as amended (1934 Act), requiring certain persons to report securities loan information to the…more

Compliance, Compliance Dates, Consolidated Audit Trail, Debt Securities, Derivatives

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Recent CIPA decisions suggest website privacy class actions will continue

Companies should brace for another surge in California Invasion of Privacy Act (CIPA) claims after two federal court decisions may encourage plaintiffs to file even more claims relating to website analytics tools. No industry…more

Analytics, Appeals, California, California Consumer Privacy Act (CCPA), CIPA

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Delaware Supreme Court Finds UCC Termination Filings Valid Despite Lack of Lender’s Intent

On October 17, the Delaware Supreme Court held that JP Morgan (JPM) terminated its security interest in all of the collateral provided by General Motors (GM) in support of a $1.5 billion loan, despite neither party intending…more

Chapter 11, Commercial Bankruptcy, Commercial Loans, General Motors, Intent

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Implications of the Bulk-Power System Electrical Equipment Executive Order on energy infrastructure transactions

On May 1, 2020, President Trump issued an “Executive Order on Securing the United States Bulk-Power System,” aimed at preventing cyberattacks to and interference by foreign adversaries with the US power grid. Specifically, the…more

Bulk Electric System, Department of Energy (DOE), Energy Sector, Executive Orders, National Security

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SEC proposes expansive and demanding array of climate-related disclosures

On March 21, 2022, the Securities and Exchange Commission (SEC) proposed sweeping new climate-related disclosure requirements for publicly reporting companies. Coming in at 510 pages, the proposed rules are nearly as expansive…more

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

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Supreme Court rejects Georgia copyright claim on annotated codes

GEORGIA ET AL. V. PUBLIC.RESOURCE.ORG, INC., CASE NO. 18-1150 (S. CT.), 590 U.S. ______ (APRIL 27, 2020). The U.S. Supreme Court today rejected the State of Georgia’s attempt to assert copyright in the Official Code of…more

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

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New Department of Justice policy directives outline shift in enforcement priorities

On February 5, 2025, the US Department of Justice (DOJ) issued two memoranda, General Policy Regarding Charging, Plea Negotiations, and Sentencing and Total Elimination of Cartels and Transnational Criminal Organizations,…more

Anti-Bribery, Anti-Money Laundering, Department of Justice (DOJ), Economic Sanctions, Enforcement Actions

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San Francisco’s proposed regulation imitates California’s proposed regulation

In November 2024, voters approved Proposition M which provided for an overhaul of San Francisco’s gross receipts tax. Proposition M changed the allocation and apportionment rules for most industries, generally requiring that…more

California, Corporate Taxes, Proposed Regulation, Regulatory Reform, Regulatory Requirements

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SALT Scoreboard - Quarter 4, 2024

This is the fourth edition of the Eversheds Sutherland SALT Scoreboard for 2024. Since 2016, we have tallied the results of what we deem to be significant taxpayer wins and losses and analyzed those results. Our entire SALT team…more

Corporate Taxes, Income Taxes, Internal Revenue Code (IRC), IRS, SALT

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Whistling a new tune: Eleventh Circuit’s Winn-Dixie decision finds websites are not places of public accommodation under ADA

In a decision that creates new hurdles for website accessibility lawsuits under the Americans with Disabilities Act (ADA), on April 7, 2021, the US Court of Appeals for the Eleventh Circuit ruled that websites do not constitute…more

Americans with Disabilities Act (ADA), Appeals, Disability Discrimination, Public Accommodation, Split of Authority

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COVID-19 legal FAQ for data center operators

This legal FAQ addresses certain considerations for data center operators following the spread of, and the United States federal and state governments’ and the public’s reaction to, COVID-19 and its impact on businesses and…more

Business Closures, Coronavirus/COVID-19, Critical Infrastructure Sectors, Data Centers, Force Majeure Clause

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Global AI Regulatory Update - February 2024

Welcome to our quarterly Global AI Regulatory Update, summarizing key developments from around the world. On November 27, 2023, AI Security Guidelines were published. The guidelines were led by UK National Cyber Security Centre…more

Artificial Intelligence, Corporate Counsel, Cross-Border Transactions, Cybersecurity, Innovative Technology

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Tax Bytes: Week of March 31, 2025

Upcoming Eversheds Sutherland event - Join us for a two-day controversy seminar in Washington, DC covering legislative reviews, state, federal, and international tax updates, LB&I hot topics, appeals, transfer pricing,…more

Beneficial Owner, Business Entities, Corporate Transparency Act, Disclosure Requirements, Filing Deadlines

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SEC takes on AI use by broker-dealers and investment advisers - Expansive coverage of types of technology and investor interaction in play

In a Legal Alert issued before the SEC open meeting, we posed five questions that our Investment Services team would be looking out for as part of this meeting. We now have answers to some of these questions…more

Analytics, Artificial Intelligence, Broker-Dealer, Compliance, Conflicts of Interest

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Legislating for LIBOR’s cessation

On April 6, 2021, New York Governor Andrew Cuomo signed into law the New York State Legislature’s Senate Bill 297B/Assembly Bill 164B (the New York LIBOR Legislation), strengthening the groundwork for the forthcoming transition…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Contracts Clause, Federal Reserve, Governor Cuomo

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The new Texas Business Court: What it is and how to use it

With Governor Abbott signing House Bill 19 into law on June 9, Texas joins more than two dozen US states with a specialized business court system designed to preside over specific high-value business and commercial disputes…more

Business Court, Business Court Division, Business Litigation, Corporate Counsel, Effective Date

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BEAT, FATCA and Insurance - proposed regulations clarify the application of the BEAT and the treatment of insurance premiums under FATCA

On December 13, 2018, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued two sets of proposed regulations of importance to insurance companies. One set was the long-awaited regulations under…more

Banks, Base Erosion and Anti-Abuse Tax (BEAT), Broker-Dealer, Corporate Taxes, FATCA

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Decoding Regulation S-P – What noncompliance looks like and what it will cost you

As every investment adviser, broker-dealer, and fund (and their lawyer) knows, noncompliance with Regulation S-P, the SEC’s primary rule on privacy notices and safeguard policies, can land a registrant in hot and expensive…more

Broker-Dealer, Cybersecurity, Data Protection, Enforcement Actions, Investment Adviser

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Legal Telescope: The AI-ESG nexus – redefining legal and regulatory strategies

Read our thought leadership report which offers valuable insights and knowledge from our global team of lawyers to help you stay ahead of the curve in the ever-changing world of AI and ESG. As Artificial Intelligence (AI)…more

Artificial Intelligence, Corporate Governance, Environmental Social & Governance (ESG), Geopolitical Risks, Governance Standards

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SEC releases 2025 Names Rule FAQs

On January 8, 2025, the staff (Staff) of the Securities and Exchange Commission’s (SEC) Division of Investment Management (IM) released the 2025 Names Rule FAQs (2025 FAQs) related to the amendment of Rule 35d-1 (Names Rule)…more

Investment Company Act of 1940, Investment Funds, Investment Management, Rulemaking Process, Securities and Exchange Commission (SEC)

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Executive Order signals major shift in FCPA enforcement—for now

President Trump’s February 10, 2025 Executive Order pausing Foreign Corrupt Practices Act (FCPA) enforcement and ordering an overhaul of FCPA policy marks a significant shift by the Department of Justice (DOJ), at least in the…more

Anti-Corruption, Attorney General, Bribery, Compliance, Corporate Governance

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On notice: IRS and Treasury preview guidance related to Pillar Two taxes and extend foreign tax credit relief

The Internal Revenue Service (IRS) and US Treasury Department (Treasury) issued Notice 2023-80 (Notice) on December 11, 2023, addressing the extension of relief previously announced under the foreign tax credit rules, and…more

Corporate Taxes, Foreign Tax, Foreign Tax Credits, Internal Revenue Code (IRC), International Tax Issues

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FinCEN Southwest border GTO challenged by Texas trade group

On April 1, 2025, the Texas Association for Money Service Businesses filed a lawsuit in San Antonio federal court challenging the recent Geographic Targeting Order (GTO) applicable to money services businesses (MSBs) located in…more

Bank Secrecy Act, Constitutional Challenges, Covered Business, Enforcement Actions, Filing Requirements

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Supreme Court strengthens enforceability of arbitration provisions

In his first Supreme Court opinion, Justice Kavanaugh, writing for a unanimous court, held that when a contract delegates to arbitrators gateway questions regarding arbitrability of disputes, courts may not override that…more

Appeals, Arbitration, Arbitration Agreements, Arbitrators, Contract Terms

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FERC Seeks Comments on Double Recovery Resulting from Current Income Tax Allowance and Rate of Return Policies

On December 15, 2016, the Federal Energy Regulatory Commission (FERC) issued a Notice of Inquiry (NOI) seeking comments on how to address any potential double recovery that may result from the agency’s current income tax…more

Comment Period, FERC, Notice of Inquiry, Return on Equity, Tax Allowances

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New York State releases Fiscal Year 2026 Executive Budget

On January 21, 2025, New York Governor Hochul released her Fiscal Year 2026 Executive Budget and accompanying legislation (the Budget Bill). The Budget Bill includes a middle-class tax cut, a temporary personal income tax high…more

Business Taxes, Income Taxes, Pass-Through Entities, State and Local Government, State Taxes

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Tax perspectives for Russian companies in respect of the Russian-Netherlands double tax treaty denunciation

Since April 2020, the Russian Federation has been taking actions to increase tax rates for several types of income under double taxation treaties (DTTs) with jurisdictions that the Russian government recognizes as mainly used…more

Double Taxation, Netherlands, Russia, Tax Rates, Tax Treaty

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FY 2022 Green Book goes big for green energy

On May 28, 2021, Treasury released the General Explanations of the Administration’s Fiscal Year 2022 Revenue Proposals, more commonly referred to as the Green Book. The issuance of the Green Book provides further detail on the…more

Biden Administration, Carbon Capture and Sequestration, Clean Energy, Electric Vehicles, Energy Projects

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SEC v. Commonwealth: a win for the securities industry

On April 1, 2025, the First Circuit Court of Appeals vacated a nearly $95 million judgment against our client Commonwealth Financial Network related to the sufficiency of Commonwealth’s revenue-sharing disclosures. The First…more

Appeals, Broker-Dealer, Disclosure Requirements, Disgorgement, Enforcement Actions

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Transportation Disrupted: AI in the Driver's Seat

Eversheds Sutherland Lawyers Share Insights on Data Privacy, Cybersecurity, Intellectual Property and other Challenges Raised by Autonomous and Connected Cars - On May 3, 2017, Eversheds Sutherland hosted Transportation…more

Artificial Intelligence, Connected Cars, Cybersecurity, Data Collection, Driverless Cars

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Updata: Your quarterly Data Privacy and Cybersecurity update - October - December 2020

Updata is an international report produced by Eversheds Sutherland’s dedicated Privacy and Cybersecurity team – it provides you with a compilation of key privacy and cybersecurity regulatory and legal developments from the past…more

California Consumer Privacy Act (CCPA), China, Coronavirus/COVID-19, Court of Justice of the European Union (CJEU), Cybersecurity

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SALT Scoreboard - Quarter 4, 2024

This is the fourth edition of the Eversheds Sutherland SALT Scoreboard for 2024. Since 2016, we have tallied the results of what we deem to be significant taxpayer wins and losses and analyzed those results. Our entire SALT team…more

Corporate Taxes, Income Taxes, Internal Revenue Code (IRC), IRS, SALT

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New Texas law addresses transactions requiring approval by the Public Utility Commission of Texas

On June 4, 2019, Texas Governor Greg Abbott signed into law Texas Senate Bill (SB) 1211, which amends § 39.158 of the Texas Public Utility Regulatory Act (PURA) relating to prior approval of certain transactions by the Public…more

Corporate Sales Transactions, Electric Generation Suppliers, Electricity, Financial Transactions, New Legislation

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Proposed regulations explain the expansion of “covered employees” under Code Section 162(m)

On January 14, 2025, the Department of the Treasury and the Internal Revenue Service issued proposed regulations (Proposed Regulations) relating to the expansion of the definition of “covered employees” under Internal Revenue…more

American Rescue Plan Act of 2021, Compensation & Benefits, Corporate Governance, Covered Employees, Internal Revenue Code (IRC)

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CARES Act and the real estate industry: understanding the impact of COVID-19

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) provides a $2.2 trillion economic stimulus package to assist businesses and individuals who have been impacted by the current pandemic. In addition to the…more

CARES Act, Commercial Property Owners, Coronavirus/COVID-19, Economic Injury Disaster Loans, Real Estate Transactions

See all updates »

Executive Orders on timber and lumber imports and expanding US timber production

Executive Orders on Timber and Lumber Imports and Expanding US Timber Production - On March 1, President Trump issued a pair of Executive Orders intended to address the impact of timber and lumber imports and to promote the…more

Executive Orders, Imports, International Trade, Lumber Industry, National Security

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Congress unveils 2020 energy tax extenders

Congress is moving rapidly towards passing the Taxpayer Certainty and Disaster Tax Relief Act of 2020 (Extenders Bill) as part of the Consolidated Appropriations Act, 2021. If enacted, the Extenders Bill would extend certain tax…more

Alternative Fuels, Energy Projects, Energy Sector, Investment Tax Credits, Pending Legislation

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Congress considers TCJA extenders and Taiwan tax relief

In mid-January, the House introduced the Tax Relief for American Families and Workers Act (Act). The Joint Committee of Taxation has released its explanation of the Act, and the House Ways and means Committee has released a…more

Affordable Housing, Congressional Committees, Filing Requirements, FIRPTA, Foreign Corporations

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Going to the [Warner] Chappell, and we’re gonna get DA-A-AMAGES!

A split Supreme Court has decided that, under a plain reading of the Copyright Act, a party alleging copyright infringement may obtain damages for the entire damages period, so long as the suit itself is timely brought. Warner…more

Appeals, Copyright, Copyright Infringement, Copyright Litigation, Damages

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California wildfires: What is required versus what is requested, and why it matters

On January 9, the California Insurance Commissioner simultaneously published Bulletin 2025-1 and Notice 2025-1. The Bulletin, authorized by California Insurance Code section 675.1(b)(2), is not the focus of this Alert. The…more

California, Compliance, Insurance Industry, Insurance Regulations, Property Damage

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SEC staff issues new FAQs on the Marketing Rule, providing investment advisers with flexibility and clarity

On March 19, 2025, the Securities and Exchange Commission’s (SEC) Division of Investment Management staff (Staff) issued two new Frequently Asked Questions (FAQs) focused on Rule 206(4)-1 under the Investment Advisers Act of…more

Advertising, Disclosure Requirements, Investment, Investment Advisers Act of 1940, Investment Management

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US & UK: Evolving regulations on consumer subscription contracts

Stronger consumer protections demand compliance or face penalties - Why should I read this? Subscription contracts, common in digital markets, have faced criticism as many consumers forget to cancel their free trials and end…more

California, Consumer Contracts, Consumer Protection Laws, Contract Terms, Federal Trade Commission (FTC)

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Horizon Scanner Financial Crime - US developments - September 2024

The booklet summarises key financial crime related legal and regulatory changes expected over the next 18 months to 2 years, as well as providing electronic links to key resources. Key developments: - US Supreme Court…more

Chevron Deference, Corporate Transparency Act, Department of Justice (DOJ), FBAR, Financial Crimes

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A look at the Trump administration’s executive orders pertaining to workplace anti-discrimination measures

The first month of President Trump’s second administration began with a flurry of Executive Orders, many of which directly affect various employment related issues. While many of the new administration’s Executive Orders (EO)…more

Attorney General, Civil Rights Act, Diversity and Inclusion Standards (D&I), Employment Discrimination, Equal Employment Opportunity Commission (EEOC)

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“Generic.com,” not so generic after all: BOOKING.COM registers a win at Supreme Court

On June 30, 2020, the US Supreme Court held that a “generic.com” mark (a generic term in combination with “.com”) could be eligible for federal trademark registration, refusing to adopt the US Patent and Trademark Office’s…more

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

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A look at the Trump administration’s executive orders pertaining to workplace anti-discrimination measures

The first month of President Trump’s second administration began with a flurry of Executive Orders, many of which directly affect various employment related issues. While many of the new administration’s Executive Orders (EO)…more

Attorney General, Civil Rights Act, Diversity and Inclusion Standards (D&I), Employment Discrimination, Equal Employment Opportunity Commission (EEOC)

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US-China trade war – More tit-for-tat: China’s comeback - April 2025

In recent weeks, the global trade environment has experienced an unprecedented level of volatility and uncertainty due to a series of new trade policies announced by the US.  Those actions have triggered responses by the US’ key…more

China, Economic Sanctions, Export Controls, International Trade, Retaliatory Tariffs

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New SEC interpretation impacts timberland investment advisors

On June 5, 2019, the US Securities and Exchange Commission adopted a comprehensive package of rulemakings and interpretations governing the standard of conduct applicable to broker-dealers and the fiduciary duty applicable to…more

Best Interest Standard, Broker-Dealer, Conflicts of Interest, Disclosure Requirements, Duty of Care

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New BIS rule on connected cars: Prohibitions on technology from Russia and China

On January 16, 2025, the US Department of Commerce’s Bureau of Industry and Security (BIS) published a final rule prohibiting the sale or import into the United States of passenger vehicles containing certain hardware or…more

Automotive Industry, Bureau of Industry and Security (BIS), China, Connected Cars, Cybersecurity

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SEC provides green light to new exemptive relief

The SEC recently issued a notice with regard to a new model of co-investment relief and issued the first exemptive order for multi-class relief to a private BDC. This legal alert discusses both new developments…more

Business Development Companies, Exemptions, Investment Advisers Act of 1940, Investment Funds, Investment Management

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President Trump issues “America First Investment Policy” presidential memorandum

On February 21, 2025, President Trump issued a memorandum “America First Investment Policy” (the Investment Memo or Memo), in which the President aims to modify the US Government’s approach to inbound and outbound foreign…more

CFIUS, China, Executive Orders, Foreign Investment, Investment

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US Supreme Court weighs in on insurer rights in bankruptcy

In the ever-evolving landscape of insurance law, a recent decision by the Supreme Court has set a new precedent that could have far-reaching implications for insurers in bankruptcy cases. In the case of Truck Insurance Exchange…more

Bankruptcy Code, Bankruptcy Court, Commercial Bankruptcy, Creditors, Debtors

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Finalized HSR rules set to take effect in early 2025

For the first time in 46 years, the Federal Trade Commission (FTC) has approved extensive updates to the Hart-Scott-Rodino (HSR) Act premerger notification form and associated instructions, as well as the premerger notification…more

Acquisitions, Federal Trade Commission (FTC), Filing Requirements, Final Rules, Hart-Scott-Rodino Act

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Sigh of relief: SEC extends position on temporary co-investment relief for BDCs

On March 2, 2021, the Securities and Exchange Commission (the SEC) updated its Frequently Asked Questions relating to the targeted co-investment relief that the SEC previously had granted in an effort to assist business…more

Business Development Companies, Guidance Update, Investment Funds, Relief Measures, Securities and Exchange Commission (SEC)

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If At First You Don’t Succeed - Georgia Supreme Court Upholds Waiver of Confirmation After Prior Confirmation Action Denied

On April 17, 2017, the Supreme Court of Georgia found that defendant guarantors had waived the statutory protections under the Georgia foreclosure confirmation statute, and the lender could pursue a deficiency judgment against…more

Appeals, Deficiency Judgments, Foreclosure Sales, GA Supreme Court, Guarantors

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Clarifying the federal tax classification of wholly owned tribal entities and the mechanics of the Section 6417 election for such entities

On October 7, 2024, the Department of Treasury (Treasury) and the Internal Revenue Service (IRS) issued proposed regulations (Proposed Regulations) clarifying the federal tax classification of certain entities wholly owned by…more

Entity Classification, Income Taxes, Indian Reorganization Act, Inflation Reduction Act (IRA), IRS

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California’s proposed market sourcing reg raises questions

The California Franchise Tax Board (FTB) has proposed amendments to its regulations that govern how sales of services and intangibles are sourced for income tax purposes. The changes to this income tax apportionment regulation…more

California, Corporate Taxes, Income Taxes, Proposed Regulation, Proposed Rules

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US Supreme Court weighs in on insurer rights in bankruptcy

In the ever-evolving landscape of insurance law, a recent decision by the Supreme Court has set a new precedent that could have far-reaching implications for insurers in bankruptcy cases. In the case of Truck Insurance Exchange…more

Bankruptcy Code, Bankruptcy Court, Commercial Bankruptcy, Creditors, Debtors

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A dash of SALT on the deal: Key takeaways from TEI's 2023 M&A Seminar

State and local tax (SALT) issues may arise from mergers, acquisitions, or dispositions. Eversheds Sutherland Partner Todd Betor presented on Unique State Tax Issues at Tax Executives Institute’s 2023 Mergers & Acquisitions…more

Acquisitions, CARES Act, Corporate Taxes, Local Taxes, Mergers

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FTC announces revised HSR notification thresholds and HSR filing fees for 2023

The Federal Trade Commission (FTC) announced on Monday, January 23, 2023 that the jurisdictional thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) will increase in 2023, including an…more

Antitrust Provisions, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees, Hart-Scott-Rodino Act

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Courtside Counsel - August 2024

Welcome to our newsletter with the latest legal news in sports from the Courtside Counsel. Our team of attorneys is actively monitoring the news for need-to-know legal developments and issues involving the sports industry. Below…more

Artificial Intelligence, Athletes, Climate Change, Entertainment Industry, International Olympic Committee (IOC)

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Trademark scammer gets the slammer!

On September 15, 2021, the United States District Court for the District of South Carolina imposed significant penalties on a defendant who defrauded thousands of trademark registration holders. The imposition of such penalties…more

Corporate Counsel, Criminal Penalties, Criminal Prosecution, Fraud, Mail Fraud

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In loco parentis? COPPA and sweeping changes to tech companies’ responsibilities to keep kids safe online

On December 20, 2023, the Federal Trade Commission (FTC) announced a Notice of Proposed Rulemaking (NPRM or Proposed Rule) to update its Children’s Online Privacy Protection Act (COPPA) rule (the Rule) for the first time since…more

COPPA, Data Collection, Federal Trade Commission (FTC), NPRM, Online Safety for Children

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Eleventh hour reprieve: Eleventh Circuit vacates FCC 1:1 consent rule on eve of enforcement date

Late on Friday, January 24, 2025, much to the relief of lead generators and their customers across the country, the US Court of Appeals for the Eleventh Circuit vacated the Federal Communications Commission’s (FCC) so-called 1:1…more

Compliance, Consent, Consumer Protection Laws, Enforcement Actions, FCC

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The Second Circuit - canons of construction prevail in dizzying case of “black hole” tax refunds

In an important win for taxpayers, a unanimous Second Circuit reversed the Tax Court on a statutory interpretation issue involving the three-year “look-back” period for Tax Court jurisdiction over refunds. Borenstein v…more

American Taxpayer Relief Act, Appeals, Jurisdiction, Look-Back Measurement Period, Overpayment

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Recent amendment implements important changes to foreign land ownership in Georgia

Effective on July 1, 2024, Senate Bill 420 (Amendment) amended Chapter 1 of Title 2 of the Official Code of Georgia Annotated and was codified in O.C.G.A. § 2-1-7. The Amendment prohibits nonresident aliens who are either…more

Domicile, Equal Protection, Foreign Entities, Land Owners, Legislative Agendas

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In tune with the SEC - staff continues dialogue on harmonizing private exemptions

On June 18, 2019, the Securities and Exchange Commission (the “SEC”) issued a concept release (the “Release”) on ways to “simplify, harmonize, and improve the exempt offering framework to expand investment opportunities while…more

Accredited Investors, Business Development Companies, Capital Raising, Investment Funds, Investors

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Trend reversed – No German royalty withholding tax on online advertising services

After German tax authorities in the state of Bavaria and others had begun to order some German companies, as part of ongoing audit procedures, to retroactively pay German withholding tax at a rate of 15% on payments to…more

Advertising, Cross-Border, Digital Service Providers, Germany, Online Advertisements

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ISDA publishes version 2.0 of the Equity Definitions VE

On January 21, 2025, the International Swaps and Derivatives Association, Inc. (ISDA) published version 2.0 of the 2002 Equity Derivatives Definitions (Versionable Edition) (Equity Definitions VE). The updated version includes a…more

Capital Markets, Contract Terms, Derivatives, Financial Services Industry, Investment

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SALT Scoreboard - Quarter 4, 2024

This is the fourth edition of the Eversheds Sutherland SALT Scoreboard for 2024. Since 2016, we have tallied the results of what we deem to be significant taxpayer wins and losses and analyzed those results. Our entire SALT team…more

Corporate Taxes, Income Taxes, Internal Revenue Code (IRC), IRS, SALT

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RILA revolution: SEC adopts tailored registration framework for RILAs and MVAs

On July 1, 2024, the Securities and Exchange Commission (SEC) adopted rule and form amendments to provide a tailored registration framework for registered index-linked annuities (RILAs) and registered market value adjustment…more

Disclosure Requirements, Registration Requirement, Reporting Requirements, Rulemaking Process, Securities Act of 1933

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New IRS guidance confirms PPP loans not as good or as bad as once thought

The Internal Revenue Service (IRS) recently issued a Revenue Ruling, a Revenue Procedure and a series of frequently asked questions (FAQs) posted on the IRS website addressing open questions regarding Paycheck Protection Program…more

Coronavirus/COVID-19, Federal Taxes, Income Taxes, IRS, Paycheck Protection Program (PPP)

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Global Supply Chain Horizons - March 2025

EU-Chile Interim Trade Agreement On February 1, the EU-Chile Interim Trade Agreement (ITA) entered into force. The ITA aims to boost competitiveness for businesses across both jurisdictions, while providing a foundation for…more

Asia, Chile, China, Clean Energy, Cross-Border

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Legal Alert: A Little Rule With Big Implications: USPTO Implements New Fee Schedule Including a 75% Reduction in Patent Fees for Applicants Qualifying for "Micro Entity" Status

On March 19, 2013, the United States Patent and Trademark Office (USPTO) implemented a new fee schedule as authorized by the Leahy-Smith America Invents Act (Act). Among numerous changes in the fees for patent services provided…more

America Invents Act, Micro Entity Status, Patent Applications, Patent Fees, Patent Reform

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FinCEN and SEC propose Customer Identification Program requirements for investment advisers

Earlier this month, the Financial Crimes Enforcement Network (FinCEN) continued its efforts to require registered investment advisers (RIAs) and exempt reporting advisers (ERAs) to take steps to prevent the laundering of…more

AML/CFT, Anti-Money Laundering, Bank Secrecy Act, Customer Identification Program (CIP), Cybersecurity

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US-EU Covered Agreement: An Overview

On January 13, 2017, the then-US Secretary of the Treasury and the then-US Trade Representative (USTR) notified Congress that they had negotiated a covered agreement with the European Union (EU). Once the Covered Agreement takes…more

EU, Insurance Industry, NAIC, Reinsurance, Solvency II

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Courtside Counsel - August 2024

Welcome to our newsletter with the latest legal news in sports from the Courtside Counsel. Our team of attorneys is actively monitoring the news for need-to-know legal developments and issues involving the sports industry. Below…more

Artificial Intelligence, Athletes, Climate Change, Entertainment Industry, International Olympic Committee (IOC)

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Legal and Regulatory Developments - Business Interruption Insurance for COVID-19 Related Losses

As the COVID-19 pandemic continues to have significant economic consequences in the US, a key issue for insurers and businesses throughout the country is whether all or a portion of losses may be covered by insurance. Because…more

Business Interruption, Business Losses, Commercial Insurance Policies, Coronavirus/COVID-19, Denial of Insurance Coverage

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ISDA publishes version 2.0 of the Equity Definitions VE

On January 21, 2025, the International Swaps and Derivatives Association, Inc. (ISDA) published version 2.0 of the 2002 Equity Derivatives Definitions (Versionable Edition) (Equity Definitions VE). The updated version includes a…more

Capital Markets, Contract Terms, Derivatives, Financial Services Industry, Investment

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SEC v. Commonwealth: a win for the securities industry

On April 1, 2025, the First Circuit Court of Appeals vacated a nearly $95 million judgment against our client Commonwealth Financial Network related to the sufficiency of Commonwealth’s revenue-sharing disclosures. The First…more

Appeals, Broker-Dealer, Disclosure Requirements, Disgorgement, Enforcement Actions

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A Measured Approach - US Cybersecurity and Data Privacy Review and Update: Looking back on our 2023 articles and planning ahead for 2024

Technological advances, especially in Artificial Intelligence and quantum computing, will continue to amaze in the coming years. They will open up vast new opportunities while presenting profound regulatory, litigation, and…more

Artificial Intelligence, Business Losses, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Cyber Crimes

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Tax perspectives for Russian companies in respect of the Russian-Netherlands double tax treaty denunciation

Since April 2020, the Russian Federation has been taking actions to increase tax rates for several types of income under double taxation treaties (DTTs) with jurisdictions that the Russian government recognizes as mainly used…more

Double Taxation, Netherlands, Russia, Tax Rates, Tax Treaty

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SEC proposes exempting certain finders from broker registration

On October 7, 2020, the US Securities and Exchange Commission (SEC) proposed granting exemptive relief from the broker registration requirement in Section 15 of the Securities Exchange Act of 1934, as amended (the Exchange Act)…more

Brokers, Capital Formation, Exemptions, Finders, Private Offerings

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FERC orders natural gas pipelines to address federal income tax changes

On July 18, the Federal Energy Regulatory Commission (FERC) issued orders (i) adopting procedures to implement the federal corporate income tax rate reduction in natural gas pipeline rates, and (ii) providing guidance regarding…more

Corporate Taxes, Energy Sector, FERC, Master Limited Partnerships, Natural Gas

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SEC ends defense of climate disclosure rules

On March 27, 2025, the Securities and Exchange Commission (SEC) voted to end its defense of its Enhancement and Standardization of Climate-Related Disclosures for Investors rules in the ongoing Eighth Circuit case Iowa v. SEC…more

Climate Change, Disclosure Requirements, Enforcement Actions, Final Rules, Greenhouse Gas Emissions

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Unlocking the process: Guide to ERISA individual prohibited transaction exemptions

Since 1996, the US Department of Labor granted more than 1,200 individual exemptions from the ERISA prohibited transaction rules. One of the distinctive features of ERISA is its prohibition, in ERISA section 406 as a matter…more

401k, 403(b) Plans, Benefit Plan Sponsors, Department of Labor (DOL), Employee Retirement Income Security Act (ERISA)

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U.S. Supreme Court Hears Oral Argument Over the Preclusive Effect of Administrative Trademark Determinations on Future Infringement Litigation

The U.S. Supreme Court heard oral argument last week in a much anticipated trademark matter, B&B Hardware Inc. v. Hargis Industries Inc. et al. The primary question presented was whether a likelihood-of-confusion determination…more

Administrative Hearings, B&B Hardware v Hargis Industries, Claim Preclusion, Infringement, Likelihood of Confusion

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Maryland’s zombie digital ad tax is not dead

Maryland lawmakers are expected to revive a pair of failed controversial tax expansion proposals shortly after the scheduled start of the next legislative session on January 13, 2021. On May 7, Governor Larry Hogan vetoed H.B…more

Digital Advertising Tax, Governor Hogan, Governor Vetoes, Gross Receipts Tax, Sales Tax

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Legal Alert: Final Volcker Rule: Update and Key Takeaways for Insurers

On December 10, 2013, the Federal Reserve Board (FRB), the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Securities and Exchange Commission, and the Commodity Futures Trading…more

Bank Holding Company Act, Banks, CFTC, Collateralized Debt Obligations, Dodd-Frank

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Eighth Circuit recognizes plain language of wholesale power contracts among electric cooperatives does not permit early termination

The US Court of Appeals for the Eighth Circuit has recently confirmed the validity of term provisions in wholesale power contracts between generation and transmission cooperatives and their member distribution cooperatives…more

Bylaws, Contract Terms, Electricity, Energy Contracts, Energy Sector

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Maryland’s zombie digital ad tax is not dead

Maryland lawmakers are expected to revive a pair of failed controversial tax expansion proposals shortly after the scheduled start of the next legislative session on January 13, 2021. On May 7, Governor Larry Hogan vetoed H.B…more

Digital Advertising Tax, Governor Hogan, Governor Vetoes, Gross Receipts Tax, Sales Tax

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Taxing the digital economy - The ABCs of the secretariat proposal for a “unified approach under pillar one”

On 9 October 2019, the Organisation for Economic Co-Operation and Development (OECD) published its latest public consultation paper in relation to its proposals to address the challenges of taxing the digital economy, entitled…more

BEPS, Business Taxes, Consultation, Corporate Taxes, Digital Marketplace

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Through the eyes of the SEC: SEC adopts amendments to MD&A disclosure requirements

On November 19, 2020, the United States Securities and Exchange Commission (the SEC) adopted amendments (the Adopted Amendments)1 to Items 301 (selected financial data), 302 (supplementary financial data), and 303 (Management’s…more

Amended Regulation, Business Development Companies, Corporate Governance, Disclosure Requirements, MD&A Statements

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COVID-19 checklist for real estate and construction projects

With each passing day, the number of COVID-19 cases continues to rise and jurisdictions across the world are working hard to contain the contagion. People are rightly concerned about the impact that COVID-19 will have on their…more

Breach of Contract, Construction Contracts, Construction Industry, Construction Project, Contract Terms

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President Trump’s “Liberation Day” Tariffs Come Into Force

On 2 April 2025, President Trump announced new tariffs on all imports into the United States. In this briefing, we summarise the key measures and the expected impact on global trade. The new “reciprocal” tariffs - The new…more

Canada, China, EU, Executive Orders, India

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Executive Order signals major shift in FCPA enforcement—for now

President Trump’s February 10, 2025 Executive Order pausing Foreign Corrupt Practices Act (FCPA) enforcement and ordering an overhaul of FCPA policy marks a significant shift by the Department of Justice (DOJ), at least in the…more

Anti-Corruption, Attorney General, Bribery, Compliance, Corporate Governance

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FWS and NOAA propose to narrow reach of Endangered Species Act

On April 17, 2025, the US Fish and Wildlife Service and the National Oceanic and Atmospheric Administration published a notice of proposed rulemaking to rescind the definition of “harm” under the Endangered Species Act…more

Chevron Deference, Chevron v NRDC, Comment Period, Endangered Species Act (ESA), Government Agencies

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A Note on Investment Security: Reinsurance Investment Security Subgroup’s Recent Decision

The National Association of Insurance Commissioners (NAIC) Reinsurance Investment Security Subgroup (the Subgroup) was formed earlier this year with representatives from eight states: Connecticut, California, Colorado, Illinois,…more

Financial Products, Insurance Industry, Investment, NAIC, Reinsurance

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The “Safeguarding Proposal”: A jurisdictional grab by the SEC over custodians

On February 15, 2023, the US Securities and Exchange Commission (the SEC) proposed sweeping changes to Rule 206(4)-2 (the Custody Rule) under the Investment Advisers Act of 1940 (Advisers Act), which would be redesignated as…more

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

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Global Supply Chain Horizons - March 2025

EU-Chile Interim Trade Agreement On February 1, the EU-Chile Interim Trade Agreement (ITA) entered into force. The ITA aims to boost competitiveness for businesses across both jurisdictions, while providing a foundation for…more

Asia, Chile, China, Clean Energy, Cross-Border

See all updates »

Maryland’s zombie digital ad tax is not dead

Maryland lawmakers are expected to revive a pair of failed controversial tax expansion proposals shortly after the scheduled start of the next legislative session on January 13, 2021. On May 7, Governor Larry Hogan vetoed H.B…more

Digital Advertising Tax, Governor Hogan, Governor Vetoes, Gross Receipts Tax, Sales Tax

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NAIC Close to Adopting Guideline for IUL Illustrations

On June 4, after long deliberation and extensive consultation with issuers of indexed universal life (IUL) insurance policies and other interested parties by the Life Actuarial (A) Task Force (LATF), the NAIC’s Life Insurance…more

Actuarial Values, Insurance Industry, Life Insurance, NAIC

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The implications of a no-deal Brexit on your supply chain

Brexit is not just a UK issue. If you have EU operations and your supply chain involves the UK, then you need to consider the impact of Brexit on that supply chain. With a no-deal Brexit looking increasingly likely, now is the…more

EU, Manufacturers, No-Deal Brexit, REACH, Supply Chain

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New York State releases Fiscal Year 2026 Executive Budget

On January 21, 2025, New York Governor Hochul released her Fiscal Year 2026 Executive Budget and accompanying legislation (the Budget Bill). The Budget Bill includes a middle-class tax cut, a temporary personal income tax high…more

Business Taxes, Income Taxes, Pass-Through Entities, State and Local Government, State Taxes

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Something old and something new: Final Appeals regulations maintain pre-TFA exclusions from Appeals eligibility; pilot program expands access to Fast Track and Post Appeals Mediation

On January 14, 2025, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued final regulations (T.D. 10030) implementing section 7803(e) of the Internal Revenue Code. Section 7803(e) was enacted…more

Appeals, Department of Justice (DOJ), Final Rules, Internal Revenue Code (IRC), IRS

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A Subtle Snare of the Justice Against Sponsors of Terrorism Act for Businesses Indirectly Supporting International Terrorism

While countless news outlets have reported the recent Congressional override of President Obama’s veto of the Justice Against Sponsors of Terrorism Act (JASTA), few have given much thought to the more nuanced consequences that…more

Antiterrorism Act, Barack Obama, Corporate Counsel, Justice Against Sponsors of Terrorism Act (JASTA), Presidential Veto

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FinCEN and SEC propose Customer Identification Program requirements for investment advisers

Earlier this month, the Financial Crimes Enforcement Network (FinCEN) continued its efforts to require registered investment advisers (RIAs) and exempt reporting advisers (ERAs) to take steps to prevent the laundering of…more

AML/CFT, Anti-Money Laundering, Bank Secrecy Act, Customer Identification Program (CIP), Cybersecurity

See all updates »

The new Texas Business Court: What it is and how to use it

With Governor Abbott signing House Bill 19 into law on June 9, Texas joins more than two dozen US states with a specialized business court system designed to preside over specific high-value business and commercial disputes…more

Business Court, Business Court Division, Business Litigation, Corporate Counsel, Effective Date

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A Measured Approach - US Cybersecurity and Data Privacy Review and Update: Looking back on our 2023 articles and planning ahead for 2024

Technological advances, especially in Artificial Intelligence and quantum computing, will continue to amaze in the coming years. They will open up vast new opportunities while presenting profound regulatory, litigation, and…more

Artificial Intelligence, Business Losses, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Cyber Crimes

See all updates »

Seeking shelter from the (TCPA) storm: statutory safe harbor provides protection

A statutory “safe harbor” within the Telephone Consumer Protection Act (TCPA) may have become a bit safer after a federal court reinforced what defendants must do to secure statutory protection from high-dollar TCPA lawsuits. …more

Affirmative Defenses, Do Not Call List, FCC, Safe Harbors, TCPA

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Insurance Policymakers Set to Curtail Climate Initiatives as Regulators Call for Federal Insurance Office Elimination

I. Recap of 2024 Climate Initiatives - Last year featured a number of investigations and initiatives by state and federal officials regarding the impact of climate risk on the affordability and availability of insurance…more

Climate Change, FIO, Insurance Industry, NAIC, Premiums

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Employee benefit and employment law regulations after Loper Bright

In the US, the relationship between employers and employees is heavily regulated by statute at both the state and federal level, and the provision of employee benefits is also highly regulated, primarily at the federal level…more

Administrative Procedure Act, Chevron Deference, Chevron v NRDC, Constitutional Challenges, Employee Benefits

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A dash of SALT on the deal: Key takeaways from TEI's 2023 M&A Seminar

State and local tax (SALT) issues may arise from mergers, acquisitions, or dispositions. Eversheds Sutherland Partner Todd Betor presented on Unique State Tax Issues at Tax Executives Institute’s 2023 Mergers & Acquisitions…more

Acquisitions, CARES Act, Corporate Taxes, Local Taxes, Mergers

See all updates »

Tax Bytes: Week of April 14, 2025

Tax developments - DeFi regulations repealed - On April 10, President Trump signed into law a bill repealing the regulations promulgated under section 6045 that would have required decentralized finance platforms (commonly…more

Budget Reconciliation, Cryptocurrency, New Legislation, Tax Cuts and Jobs Act, Tax Reform

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Finalized HSR rules set to take effect in early 2025

For the first time in 46 years, the Federal Trade Commission (FTC) has approved extensive updates to the Hart-Scott-Rodino (HSR) Act premerger notification form and associated instructions, as well as the premerger notification…more

Acquisitions, Federal Trade Commission (FTC), Filing Requirements, Final Rules, Hart-Scott-Rodino Act

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Global AI Regulatory Update - February 2024

Welcome to our quarterly Global AI Regulatory Update, summarizing key developments from around the world. On November 27, 2023, AI Security Guidelines were published. The guidelines were led by UK National Cyber Security Centre…more

Artificial Intelligence, Corporate Counsel, Cross-Border Transactions, Cybersecurity, Innovative Technology

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CFTC and NFA Regulatory Updates - November 2024

The Joint Audit Committee has published guidance (Guidance) with respect to the appropriate account documentation required for futures commission merchants (FCMs) to substantiate a grant of discretionary trading authority for…more

CFTC, Corporate Entities, Futures Commission Merchants (FCMs), Joint Audit Committee, New Guidance

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Final regulations address domestically controlled qualified investment entities

On April 25, 2024, the Department of Treasury (Treasury) and the Internal Revenue Service (IRS) published final regulations concerning the definition of domestically controlled qualified investment entities (DC-QIE) (the Final…more

Business Entities, Domestic Corporations, Final Rules, Financial Regulatory Reform, Foreign Persons

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OSHA announces emergency temporary standard on COVID-19 vaccination and testing

On November 4, 2021, the Occupational Safety and Health Administration (OSHA) announced an “Emergency Temporary Standard” (ETS) on workplace safety and coronavirus. The ETS is in response to President Biden’s directive in…more

Biden Administration, Coronavirus/COVID-19, Covered Employer, Employer Mandates, Executive Orders

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No longer in limbo - China’s CAC finalises new regulations regarding cross-border data flows

The much anticipated response to the Consultation initiated by the Cyberspace Administration of China (CAC) last September has finally arrived (read our earlier briefing here). Last Friday, the CAC ended months of speculation by…more

China, Compliance, Consultation, Cybersecurity, Exemptions

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Texas PUC adopts new rules governing retail electricity brokers

On May 1, 2020, the PUCT adopted regulations implementing §39.3555 in Title II of the Texas Utilities Code, which was passed by the Texas Legislature in 2019 requiring any person that provides “brokerage services” for…more

Brokers, Electricity, New Rules, Public Utilities Commission, Utilities Sector

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A look at the Trump administration’s executive orders pertaining to workplace anti-discrimination measures

The first month of President Trump’s second administration began with a flurry of Executive Orders, many of which directly affect various employment related issues. While many of the new administration’s Executive Orders (EO)…more

Attorney General, Civil Rights Act, Diversity and Inclusion Standards (D&I), Employment Discrimination, Equal Employment Opportunity Commission (EEOC)

See all updates »

Doing less with Moore: Supreme Court upholds section 965 transition tax in Moore v. United States

Almost exactly a year after it shook the tax world by granting certiorari, on June 20, 2024, the Supreme Court issued its opinion in Moore v. United States, No. 22-800. By a vote of 7-2, the Court upheld the constitutionality of…more

Constitutional Challenges, Income Taxes, Internal Revenue Code (IRC), IRS, Moore v US

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Long-awaited passive foreign investment company proposed regulations – focus on insurance

On July 11, 2019, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued comprehensive proposed regulations on passive foreign investment companies (PFICs) that include guidance on the recently…more

Comment Period, Exceptions, Insurance Industry, Internal Revenue Code (IRC), IRS

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A dash of SALT on the deal: Key takeaways from TEI's 2023 M&A Seminar

State and local tax (SALT) issues may arise from mergers, acquisitions, or dispositions. Eversheds Sutherland Partner Todd Betor presented on Unique State Tax Issues at Tax Executives Institute’s 2023 Mergers & Acquisitions…more

Acquisitions, CARES Act, Corporate Taxes, Local Taxes, Mergers

See all updates »

Courts uphold wholesale power contracts among electric cooperatives 

Courts in South Carolina and South Dakota have recently recognized the validity of term provisions in wholesale power contracts between generation and transmission cooperatives and their member distribution cooperatives. In…more

Contract Termination, Contract Terms, Electric Cooperative, Electricity, Power Purchase Agreements

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IRS provides additional transition relief for third party settlement organizations reporting on Form 1099-K

On November 26, 2024, the IRS issued Notice 2024-85, providing a revised timeline for the transition to the $600 threshold in section 6050W(e), as amended by the American Rescue Plan Act of 2021, for third-party settlement…more

American Rescue Plan Act of 2021, Filing Deadlines, Income Taxes, IRS, Tax Planning

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Overview of the ICSID Fiscal Year 2020 Caseload Report

On August 13, 2020, the International Centre for Settlement of Investment Disputes (ICSID) released its Fiscal Year 2020 Caseload Report (FY2020 Report or Report). ICSID updates its caseload statistics every six months. This…more

Arbitration, Bilateral Investment Treaties, Dispute Resolution, ICSID, Investor State Dispute Settlement (ISDS)

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Insurance Policymakers Set to Curtail Climate Initiatives as Regulators Call for Federal Insurance Office Elimination

I. Recap of 2024 Climate Initiatives - Last year featured a number of investigations and initiatives by state and federal officials regarding the impact of climate risk on the affordability and availability of insurance…more

Climate Change, FIO, Insurance Industry, NAIC, Premiums

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SEC v. Commonwealth: a win for the securities industry

On April 1, 2025, the First Circuit Court of Appeals vacated a nearly $95 million judgment against our client Commonwealth Financial Network related to the sufficiency of Commonwealth’s revenue-sharing disclosures. The First…more

Appeals, Broker-Dealer, Disclosure Requirements, Disgorgement, Enforcement Actions

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Biden’s second (attempted) bite at the private equity apple: Key 2023 Green Book proposals impacting private equity funds and their investors

On March 28, 2022, the Biden Administration released the 2023 Fiscal Year Budget (the Budget) followed by the release of the Treasury’s Green Book, which provides explanations of the Biden Administration’s revenue proposals. Of…more

Biden Administration, Corporate Taxes, Federal Budget, Green Book, Investors

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Payment matters - October 2024

Upcoming global developments for the payment sector - Asia - 1. Hong Kong: Launch of Phase 2 of the e-Hong Kong Dollar Pilot Programme - On September 23, 2024, the Hong Kong Monetary Authority (HKMA) announced the…more

Asia, Banking Sector, Banks, Digital Currency, EU

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Marcel Fashions Group did not “get lucky” with the doctrine of defense preclusion

On May 14, 2020, in a unanimous opinion authored by Justice Sotomayor, the US Supreme Court overturned the “defense preclusion” doctrine proposed by the Second Circuit, upholding the requirement that preclusion of a defense…more

Claim Preclusion, Collateral Estoppel, Counterclaims, Defense Preclusion, Fashion Branding

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COVID-19 checklist for real estate and construction projects

With each passing day, the number of COVID-19 cases continues to rise and jurisdictions across the world are working hard to contain the contagion. People are rightly concerned about the impact that COVID-19 will have on their…more

Breach of Contract, Construction Contracts, Construction Industry, Construction Project, Contract Terms

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SEC releases 2025 Names Rule FAQs

On January 8, 2025, the staff (Staff) of the Securities and Exchange Commission’s (SEC) Division of Investment Management (IM) released the 2025 Names Rule FAQs (2025 FAQs) related to the amendment of Rule 35d-1 (Names Rule)…more

Investment Company Act of 1940, Investment Funds, Investment Management, Rulemaking Process, Securities and Exchange Commission (SEC)

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SEC provides green light to new exemptive relief

The SEC recently issued a notice with regard to a new model of co-investment relief and issued the first exemptive order for multi-class relief to a private BDC. This legal alert discusses both new developments…more

Business Development Companies, Exemptions, Investment Advisers Act of 1940, Investment Funds, Investment Management

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SECURE 2.0 in 2023 and beyond

President Biden signed the Consolidated Appropriations Act, 2023, on December 29, 2022, which includes the package of retirement plan legislation known as “SECURE 2.0.” SECURE 2.0 contains numerous significant changes for…more

Benefit Plan Sponsors, Consolidated Appropriations Act (CAA), Employee Benefits, Employee Contributions, Hardship Distributions

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Moore questions: Impressions from oral argument

On December 5, 2023, the US Supreme Court heard oral arguments in Moore v. United States, addressing the constitutionality of the section 965 transition tax, which was enacted in the Tax Cuts and Jobs Act of 2017. Section 965…more

Apportionment, Constitutional Challenges, Controlled Foreign Corporations, International Tax Issues, Moore v US

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IRS gets to the point in brief payroll tax deferral guidance

On August 28, the IRS issued Notice 2020-65 on the deferral of employee payroll tax obligations, as originally described in the Trump Administration’s Executive Memorandum dated August 8. The brief guidance provides employers…more

IRS, New Guidance, Payroll Taxes, Popular, Social Security Taxes

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The impact of Langan v. Johnson & Johnson on nationwide class actions

The US Court of Appeals for the Second Circuit recently closed the door on a potential argument for defendants fighting multi-state class certification. In Langan v. Johnson & Johnson Consumer Companies, Inc., as part of an…more

Article III, Class Action, Class Certification, Consumer Protection Laws, FRCP 23

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Last minute reprieve for businesses on FCC’s cross-channel revocation rule (but nothing else)

On April 7, 2025, with just four days to spare, the Federal Communications Commission (FCC) delayed the effective date of part of its impending rule regarding how companies respond to opt-out requests from individuals to a…more

Consumer Protection Laws, FCC, Final Rules, Opt-Outs, Regulatory Requirements

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Down the Shore, A Turn in the Tide - New Jersey Supreme Court Denies Class Certification in TCCWNA Case

For the past few years, consumer-facing businesses that advertise and sell to New Jersey consumers have been subject to an ever-rising tide of class action lawsuits under New Jersey’s Truth-in-Consumer Contract Warranty and…more

Class Action, Class Certification, Consolidated Appeals, Consumer Contracts, SCOTUS

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Congress unveils 2020 energy tax extenders

Congress is moving rapidly towards passing the Taxpayer Certainty and Disaster Tax Relief Act of 2020 (Extenders Bill) as part of the Consolidated Appropriations Act, 2021. If enacted, the Extenders Bill would extend certain tax…more

Alternative Fuels, Energy Projects, Energy Sector, Investment Tax Credits, Pending Legislation

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Updata: Your quarterly Data Privacy and Cybersecurity update - October - December 2020

Updata is an international report produced by Eversheds Sutherland’s dedicated Privacy and Cybersecurity team – it provides you with a compilation of key privacy and cybersecurity regulatory and legal developments from the past…more

California Consumer Privacy Act (CCPA), China, Coronavirus/COVID-19, Court of Justice of the European Union (CJEU), Cybersecurity

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Powerful US discovery tool still allowed for international litigation but not commercial arbitration

On June 13, 2022, the US Supreme Court decided ZF Automotive US, Inc. v. Luxshare, Ltd., No. 21-401, holding that Section 1782 requires a “foreign or international tribunal” be a tribunal imbued with governmental authority. The…more

28 U.S.C. § 1782, AlixPartners LLP v The Fund for Protection of Investors Rights in Foreign States, Arbitration, Business Disputes, Business Litigation

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Tax Bytes: Week of March 24, 2025

Tax developments - Actavis and deductible expenses - On March 21, 2025, the Court of Appeals for the Federal Circuit released a decision in Actavis Laboratories FL, Inc. v. United States, holding that taxpayers could…more

Food and Drug Administration (FDA), Generic Drugs, Hatch-Waxman, IRS, Patent Infringement

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Significant, Proposed Limitations on IRA Investments Included in House Legislation

On September 27, 2021, the Build Back Better budget reconciliation legislation was introduced in the House of Representatives (the Legislation), which includes numerous revenue raisers and other tax-related changes. While many…more

Accredited Investors, Budget Reconciliation, Individual Retirement Account (IRA), Private Placements, Proposed Legislation

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SEC provides green light to new exemptive relief

The SEC recently issued a notice with regard to a new model of co-investment relief and issued the first exemptive order for multi-class relief to a private BDC. This legal alert discusses both new developments…more

Business Development Companies, Exemptions, Investment Advisers Act of 1940, Investment Funds, Investment Management

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FinCEN Southwest border GTO challenged by Texas trade group

On April 1, 2025, the Texas Association for Money Service Businesses filed a lawsuit in San Antonio federal court challenging the recent Geographic Targeting Order (GTO) applicable to money services businesses (MSBs) located in…more

Bank Secrecy Act, Constitutional Challenges, Covered Business, Enforcement Actions, Filing Requirements

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San Francisco’s proposed regulation imitates California’s proposed regulation

In November 2024, voters approved Proposition M which provided for an overhaul of San Francisco’s gross receipts tax. Proposition M changed the allocation and apportionment rules for most industries, generally requiring that…more

California, Corporate Taxes, Proposed Regulation, Regulatory Reform, Regulatory Requirements

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Supreme Court declines final review in Territorial Act dispute involving electric vehicle charging stations

The Georgia Supreme Court has denied a request by Sawnee EMC to take up and consider a final appeal in a long-running lawsuit over the right to serve an electric vehicle (EV) charging station. The case arose from Georgia…more

Administrative Procedure Act, Appeals, Charging Stations, Dispute Resolution, Electric Vehicles

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The evolving landscape of non-compete agreements - change is underway in New York State - could non-compete clauses become unenforceable?

Employers commonly use non-compete agreements to protect the use of their trade secrets and other confidential business information from employers who leave to join competitors. New York State appears poised to join a number of…more

Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), No-Poaching, Non-Compete Agreements

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SEC Staff states that IRS Form 1099-DIV cannot be used to satisfy the requirements of Section 19(a) of the Investment Company Act of 1940

Section 19(a) of the Investment Company Act of 1940 (the 1940 Act) generally prohibits a business development company (BDC) or a registered investment company from making a distribution from any source other than its net income…more

1099s, Business Development Companies, Distribution Rules, Investment Company Act of 1940, IRS

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Trademark scammer gets the slammer!

On September 15, 2021, the United States District Court for the District of South Carolina imposed significant penalties on a defendant who defrauded thousands of trademark registration holders. The imposition of such penalties…more

Corporate Counsel, Criminal Penalties, Criminal Prosecution, Fraud, Mail Fraud

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SEC proposes revised “significant subsidiary” tests for investment companies and reduced financial information requirements for fund acquisitions

On May 3, 2019, the Securities and Exchange Commission (SEC) voted to propose rule amendments with regard to financial disclosures about acquired and disposed businesses (the “Proposal”), including amendments specific to…more

Acquisitions, Business Development Companies, Closed-End Funds, Disclosure Requirements, Financial Reporting

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Trial by Zoom: virtual trials in the time of COVID-19

The COVID-19 pandemic’s impact continues to send ripples into an ever-evolving court system as the quarantines and lockdowns endure. The early days of the pandemic halted hearings and stayed cases, but after almost a year of…more

Coronavirus/COVID-19, Court Closures, Federal Rules of Civil Procedure, Federal Rules of Evidence, Trial Attorneys

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FundsTrack: Private funds market insights - 2025 report

We are delighted to present the 2025 edition of our award-nominated private funds report, "FundsTrack: Trends in the Private Funds Market." 2024 was yet again an interesting time for private funds. Multiple elections around…more

Banking Regulators, Capital Markets, Climate Change, ELTIF, Environmental Social & Governance (ESG)

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Maryland’s zombie digital ad tax is not dead

Maryland lawmakers are expected to revive a pair of failed controversial tax expansion proposals shortly after the scheduled start of the next legislative session on January 13, 2021. On May 7, Governor Larry Hogan vetoed H.B…more

Digital Advertising Tax, Governor Hogan, Governor Vetoes, Gross Receipts Tax, Sales Tax

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A dash of SALT on the deal: Key takeaways from TEI's 2023 M&A Seminar

State and local tax (SALT) issues may arise from mergers, acquisitions, or dispositions. Eversheds Sutherland Partner Todd Betor presented on Unique State Tax Issues at Tax Executives Institute’s 2023 Mergers & Acquisitions…more

Acquisitions, CARES Act, Corporate Taxes, Local Taxes, Mergers

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FinCEN Southwest border GTO challenged by Texas trade group

On April 1, 2025, the Texas Association for Money Service Businesses filed a lawsuit in San Antonio federal court challenging the recent Geographic Targeting Order (GTO) applicable to money services businesses (MSBs) located in…more

Bank Secrecy Act, Constitutional Challenges, Covered Business, Enforcement Actions, Filing Requirements

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Tax Bytes: Week of March 17, 2025

Tax developments - Pillar 2’s viability: Perspectives from industry leaders - In a prior edition of Tax Bytes, we explained how “some, including the Finance Ministers of Hungary and India, have questioned the viability of…more

Corporate Taxes, Double Taxation, EU, Foreign Investment, International Tax Issues

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Supreme Court declines final review in Territorial Act dispute involving electric vehicle charging stations

The Georgia Supreme Court has denied a request by Sawnee EMC to take up and consider a final appeal in a long-running lawsuit over the right to serve an electric vehicle (EV) charging station. The case arose from Georgia…more

Administrative Procedure Act, Appeals, Charging Stations, Dispute Resolution, Electric Vehicles

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Russia and Belarus sanctions update - December 2022

Oil price cap - The oil price cap has been co-ordinated by the G7 in order to make EU, UK and US services (including (re)insurance) available to third country importers and exporters as long as the price paid for…more

Asset Freeze, Belarus, Belarus Sanctions, Biden Administration, Crude Oil

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The deadline for re-affirming CPO exemptions/exclusions is approaching

Under Commodity Futures Trading Commission (CFTC) regulations, persons who have claimed an exemption or exception from commodity pool operator (CPO) or commodity trading advisor (CTA) status pursuant to Part 4 of the CFTC’s…more

Business Development Companies, CFTC, Commodity Pool, CPO, Disclosure Requirements

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New guidance issued on Paycheck Protection Program; loans with original amounts under $2 million will be deemed in good faith

The Treasury and the Small Business Administration (SBA) today updated its set of Frequently Asked Questions (FAQs) with respect to the Paycheck Protection Program (PPP) established under the Coronavirus Aid, Relief, and…more

CARES Act, Certification Requirements, Coronavirus/COVID-19, False Claims Act (FCA), Federal Loans

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SEC adds two new disclosure events to Rule 15c2-12

On August 20, 2018, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 15c2-12 under the Securities Exchange Act of 1934. These amendments require additional disclosure related to the material financial…more

Amended Regulation, Disclosure Requirements, Form 8-K, Municipal Securities Issuers, Municipalities

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Noteworthy developments in payments and fintech - March 2021

Industrial bank charters continue to gain momentum with approval of Square’s charter; payments and tech companies have become interested in industrial banks lately since the FDIC started approving them after a moratorium from…more

Bank Holding Company, Banking Sector, Congressional Review Act, Consumer Financial Protection Bureau (CFPB), FDIC

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SEC provides green light to new exemptive relief

The SEC recently issued a notice with regard to a new model of co-investment relief and issued the first exemptive order for multi-class relief to a private BDC. This legal alert discusses both new developments…more

Business Development Companies, Exemptions, Investment Advisers Act of 1940, Investment Funds, Investment Management

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COVID-19 legal FAQ for data center operators

This legal FAQ addresses certain considerations for data center operators following the spread of, and the United States federal and state governments’ and the public’s reaction to, COVID-19 and its impact on businesses and…more

Business Closures, Coronavirus/COVID-19, Critical Infrastructure Sectors, Data Centers, Force Majeure Clause

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FERC gas pipeline certificate NOI signals shift at FERC under new Administration

On February 18, 2021, the Federal Energy Regulatory Commission (FERC or Commission) issued a supplemental Notice of Inquiry (February 2021 NOI) seeking additional comments on whether and how it should revise its approach under…more

Administrative Review, Biden Administration, Comment Period, Eminent Domain, Energy Projects

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Decoding Regulation S-P – What noncompliance looks like and what it will cost you

As every investment adviser, broker-dealer, and fund (and their lawyer) knows, noncompliance with Regulation S-P, the SEC’s primary rule on privacy notices and safeguard policies, can land a registrant in hot and expensive…more

Broker-Dealer, Cybersecurity, Data Protection, Enforcement Actions, Investment Adviser

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First-of-its-kind enforcement action sparks debate whether NFTs are securities

On August 28, 2023, the Securities and Exchange Commission (SEC) announced a settled enforcement action against Impact Theory LLC (Impact Theory) for the unregistered sale of non-fungible tokens (NFTs) that the SEC determined…more

Civil Monetary Penalty, Cryptoassets, Disgorgement, Enforcement Actions, Non-Fungible Tokens (NFTs)

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Tax Bytes: Week of March 17, 2025

Tax developments - Pillar 2’s viability: Perspectives from industry leaders - In a prior edition of Tax Bytes, we explained how “some, including the Finance Ministers of Hungary and India, have questioned the viability of…more

Corporate Taxes, Double Taxation, EU, Foreign Investment, International Tax Issues

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Delaware Supreme Court Finds UCC Termination Filings Valid Despite Lack of Lender’s Intent

On October 17, the Delaware Supreme Court held that JP Morgan (JPM) terminated its security interest in all of the collateral provided by General Motors (GM) in support of a $1.5 billion loan, despite neither party intending…more

Chapter 11, Commercial Bankruptcy, Commercial Loans, General Motors, Intent

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UK's FCA consults on payment optionality for investment research

The FCA consultation paper CP24/7 “Payment Optionality for Investment Research” considers the reintroduction of the bundling of research payments with broker’s execution fees…more

Broker-Dealer, EU, Fees, Financial Conduct Authority (FCA), Financial Institutions

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Insurance Policymakers Set to Curtail Climate Initiatives as Regulators Call for Federal Insurance Office Elimination

I. Recap of 2024 Climate Initiatives - Last year featured a number of investigations and initiatives by state and federal officials regarding the impact of climate risk on the affordability and availability of insurance…more

Climate Change, FIO, Insurance Industry, NAIC, Premiums

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BOEM’s inaugural Gulf of Mexico wind lease auction results in a measured start for promising region

BOEM held its first-ever auction for wind energy lease areas in the Gulf of Mexico on August 29, 2023. The three lease areas up for auction covered a combined 301,746 acres off the coast of Lake Charles, Louisiana, and…more

Auction, BOEM, Clean Energy, Energy Projects, Energy Sector

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Federal Reserve and Treasury announce new Main Street Lending Program

On April 9, 2020, the Federal Reserve and Treasury announced a package of new financial assistance programs to provide up to $2.3 trillion in loans to support the U.S. economy pursuant to its own authority and the Coronavirus…more

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

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A Measured Approach - US Cybersecurity and Data Privacy Review and Update: Looking back on our 2023 articles and planning ahead for 2024

Technological advances, especially in Artificial Intelligence and quantum computing, will continue to amaze in the coming years. They will open up vast new opportunities while presenting profound regulatory, litigation, and…more

Artificial Intelligence, Business Losses, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Cyber Crimes

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ISDA publishes version 2.0 of the Equity Definitions VE

On January 21, 2025, the International Swaps and Derivatives Association, Inc. (ISDA) published version 2.0 of the 2002 Equity Derivatives Definitions (Versionable Edition) (Equity Definitions VE). The updated version includes a…more

Capital Markets, Contract Terms, Derivatives, Financial Services Industry, Investment

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UK Payment Systems Regulator Issues Guidance Setting Credit and Debit Interchange Caps

On March 24th, the United Kingdom’s Payment Systems Regulator (PSR) issued final guidance establishing interchange fee caps on credit and debit card transactions where the point of sale is located in the United Kingdom. The…more

Credit Cards, Cross-Border Transactions, Debit Cards, EU, European Economic Area (EEA)

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Georgia’s 2025 legislative session: Tax legislation overview

During the 2025 legislative session, the Georgia General Assembly passed several notable tax related bills including further decreasing the income tax rate and extending the time period for taxpayers to protest and appeal the…more

Georgia, Income Taxes, Internal Revenue Code (IRC), IRS, Legislative Agendas

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Supreme Court declines final review in Territorial Act dispute involving electric vehicle charging stations

The Georgia Supreme Court has denied a request by Sawnee EMC to take up and consider a final appeal in a long-running lawsuit over the right to serve an electric vehicle (EV) charging station. The case arose from Georgia…more

Administrative Procedure Act, Appeals, Charging Stations, Dispute Resolution, Electric Vehicles

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Impact of hotel operators on distressed asset workouts

This legal alert focuses on the impact that hotel operators may have on workouts of loans secured by hotel properties and summarizes the likely considerations that inform the decisions of hotel lenders and operators in loan…more

Business Closures, Business Continuity Plans, Coronavirus/COVID-19, Distressed Assets, Hotels

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DOJ cracks down on data transfers

Proposed rule would create new prohibitions on transactions of sensitive personal data and government-related data - The Department of Justice (DOJ) has proposed a new rule aimed at preventing access of China and other…more

CFIUS, Data Transfers, Department of Justice (DOJ), Investment, Personal Data

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Tax Bytes: Week of April 14, 2025

Tax developments - DeFi regulations repealed - On April 10, President Trump signed into law a bill repealing the regulations promulgated under section 6045 that would have required decentralized finance platforms (commonly…more

Budget Reconciliation, Cryptocurrency, New Legislation, Tax Cuts and Jobs Act, Tax Reform

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Legislating for LIBOR’s cessation

On April 6, 2021, New York Governor Andrew Cuomo signed into law the New York State Legislature’s Senate Bill 297B/Assembly Bill 164B (the New York LIBOR Legislation), strengthening the groundwork for the forthcoming transition…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Contracts Clause, Federal Reserve, Governor Cuomo

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Charting a course: Guidance issued to help navigate potential issues for insurance industry with the corporate alternative minimum tax (CAMT)

On February 17, 2023, the Department of Treasury (Treasury) and the Internal Revenue Service (the IRS) issued Notice 2023-20 (the Notice), to provide guidance that is intended to help avoid unintended adverse consequences to the…more

Alternative Minimum Tax, Corporate Taxes, Insurance Industry, IRS, New Guidance

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Fifth Circuit Limits Pollution Liability

In a significant decision issued February 24, 2014, the Fifth U.S. Circuit Court of Appeals ruled that federal laws preempt state laws in the case of the 2010 Gulf of Mexico oil spill, because the event occurred in federal…more

Discharge of Pollutants, Environmental Liability, Gulf Oil Spill, Oil & Gas

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Cancellation of indebtedness income: Beware of hidden tax costs in debt modifications

The global COVID-19 pandemic has created financial distress for businesses across the United States, many of which may have been forced to close or otherwise limit their revenue-generating activities. As result, many businesses…more

Coronavirus/COVID-19, Economic Downturn, Loan Modifications, Tax Liability

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And just like that—the Corporate Transparency Act is back!

The final judicial barrier to the Financial Crimes Enforcement Network’s enforcement of the Corporate Transparency Act’s beneficial ownership information (BOI) reporting requirements has been lifted. The Corporate…more

Anti-Money Laundering, Beneficial Owner, Business Entities, Constitutional Challenges, Corporate Transparency Act

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DFS proposes new framework for virtual currency regulations

New York State’s Department of Financial Services (DFS) has released a Request for Comments on a Proposed Framework for a Conditional BitLicense (Request for Comments) that DFS says will make it easier for start-ups to enter the…more

Bitcoin, BitLicense, Comment Period, Early Stage Companies, Financial Services Industry

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Supreme Court narrows scope of omissions liability under the Securities Exchange Act

On April 12, 2024, the Supreme Court resolved a circuit split and limited the scope of omissions liability under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5(b). The decision will limit the scope of…more

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

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US Supreme Court weighs in on insurer rights in bankruptcy

In the ever-evolving landscape of insurance law, a recent decision by the Supreme Court has set a new precedent that could have far-reaching implications for insurers in bankruptcy cases. In the case of Truck Insurance Exchange…more

Bankruptcy Code, Bankruptcy Court, Commercial Bankruptcy, Creditors, Debtors

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COVID-19 forbearance request provisions in new issuance securitizations

The coronavirus disease (COVID-19) has created disruption in cash flows across a wide range of commercial real estate assets that has resulted in property owners requesting forbearance or other modification relief with respect…more

Banking Sector, Commercial Property Owners, Coronavirus/COVID-19, Fees, Forbearance Agreements

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Sanctions on polysilicon from Xinjiang threaten solar panel supply chains

In 2019, the US imposed sanctions against China in reaction to “serious human rights abuse against ethnic minorities in Xinjiang...” The sanctions followed reports of mass arbitrary detention and severe physical abuse, among…more

Biden Administration, China, Economic Sanctions, Exports, Forced Labor

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RILA revolution: SEC adopts tailored registration framework for RILAs and MVAs

On July 1, 2024, the Securities and Exchange Commission (SEC) adopted rule and form amendments to provide a tailored registration framework for registered index-linked annuities (RILAs) and registered market value adjustment…more

Disclosure Requirements, Registration Requirement, Reporting Requirements, Rulemaking Process, Securities Act of 1933

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If At First You Don’t Succeed - Georgia Supreme Court Upholds Waiver of Confirmation After Prior Confirmation Action Denied

On April 17, 2017, the Supreme Court of Georgia found that defendant guarantors had waived the statutory protections under the Georgia foreclosure confirmation statute, and the lender could pursue a deficiency judgment against…more

Appeals, Deficiency Judgments, Foreclosure Sales, GA Supreme Court, Guarantors

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NY Governor’s budget includes proposal to expand Life Insurance Company Guaranty Corporation to health insurance

New York Senate Bill 4007 and Assembly Bill 3007, which represent Governor Kathy Hochul’s state budget proposal, include provisions to amend Article 77 of the New York Insurance Law, the Life Insurance Company Guaranty…more

Guaranty Claims, Health Insurance, Insolvency, Insurance Industry, Life Insurance

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Enforcement appears as messages disappear part II: Steep penalties imposed in personal messaging cases  

On September 27, 2022, 15 broker-dealers and one investment adviser agreed to pay more than $1.8 billion in total civil penalties to the US Securities and Exchange Commission (SEC), and, for those same companies or affiliates…more

Broker-Dealer, CFTC, Civil Monetary Penalty, Criminal Prosecution, Department of Justice (DOJ)

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Supreme Court strengthens enforceability of arbitration provisions

In his first Supreme Court opinion, Justice Kavanaugh, writing for a unanimous court, held that when a contract delegates to arbitrators gateway questions regarding arbitrability of disputes, courts may not override that…more

Appeals, Arbitration, Arbitration Agreements, Arbitrators, Contract Terms

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Could the SBA be making changes to the SBIC program? 

On October 18, 2022, the US Small Business Administration (the SBA) proposed a wide range of regulatory changes to the rules governing the small business investment company (SBIC) program (the Proposal). …more

Comment Period, Investors, Proposed Amendments, Regulatory Requirements, SBA

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The billion dollar bewail: Citibank cannot recover $900 million inadvertently wired to lenders

In what most will find a shocking and unjust ruling, on February 16, 2021, Judge Furman of the United States District Court for the Southern District of New York ruled in In re Citibank August 11, 2020 Wire Transfers that…more

Banking Sector, Citibank, Financial Institutions, Lenders, Wire Transfers

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Executive Orders on timber and lumber imports and expanding US timber production

Executive Orders on Timber and Lumber Imports and Expanding US Timber Production - On March 1, President Trump issued a pair of Executive Orders intended to address the impact of timber and lumber imports and to promote the…more

Executive Orders, Imports, International Trade, Lumber Industry, National Security

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IRS provides additional transition relief for third party settlement organizations reporting on Form 1099-K

On November 26, 2024, the IRS issued Notice 2024-85, providing a revised timeline for the transition to the $600 threshold in section 6050W(e), as amended by the American Rescue Plan Act of 2021, for third-party settlement…more

American Rescue Plan Act of 2021, Filing Deadlines, Income Taxes, IRS, Tax Planning

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Highlights from the NAIC Fall 2024 National Meeting

In our recent webinar, members of the Eversheds Sutherland Insurance Practice Group discussed noteworthy developments from the National Association of Insurance Commissioners (NAIC) Fall National Meeting that was held in Denver,…more

Artificial Intelligence, Cybersecurity, Data Privacy, Data Protection, IAIS

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Supreme Court to consider FCC's power to interpret the Telephone Consumer Protection Act

The United States Supreme Court will hear the case McLaughlin Chiropractic Associates Inc. v. McKesson Corporation, which poses the question of whether federal district courts, under the Hobbs Act, must adhere to the rulings of…more

Appellate Courts, Chevron Deference, FCC, Hobbs Act, Judicial Review

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Copyright office issues new guidance on AI-assisted works, but legal concerns linger

Artificial intelligence (AI) has dominated the headlines over the last several years. As technology has continued to advance, computers and robots have progressed from merely assisting human beings with common tasks to making…more

Artificial Intelligence, Authorship, Copyright, Copyright Infringement, Copyright Office

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Plaintiffs’ attorneys continue to test class action theories under New York City’s Biometrics Law

A putative class action complaint filed against the parent company of the New York Mets underscores the need for businesses in New York City to comply with an oft-overlooked law governing the collection and use of consumer…more

Biometric Information, Biometric Information Privacy Act, City of New York, Class Action, Data Collection

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SEC provides green light to new exemptive relief

The SEC recently issued a notice with regard to a new model of co-investment relief and issued the first exemptive order for multi-class relief to a private BDC. This legal alert discusses both new developments…more

Business Development Companies, Exemptions, Investment Advisers Act of 1940, Investment Funds, Investment Management

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Maryland’s zombie digital ad tax is not dead

Maryland lawmakers are expected to revive a pair of failed controversial tax expansion proposals shortly after the scheduled start of the next legislative session on January 13, 2021. On May 7, Governor Larry Hogan vetoed H.B…more

Digital Advertising Tax, Governor Hogan, Governor Vetoes, Gross Receipts Tax, Sales Tax

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SALT Scoreboard - Quarter 4, 2024

This is the fourth edition of the Eversheds Sutherland SALT Scoreboard for 2024. Since 2016, we have tallied the results of what we deem to be significant taxpayer wins and losses and analyzed those results. Our entire SALT team…more

Corporate Taxes, Income Taxes, Internal Revenue Code (IRC), IRS, SALT

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Say hello to the BEAT waiver: Final regulations adopt and clarify prior proposed regulations

The ability of taxpayers to waive deductions in order to ensure that they are not subject to the base-erosion and anti-abuse tax (BEAT) was confirmed in final regulations under section 59A issued on September 1, 2020 (Final…more

Anti-Abuse Rule, Base Erosion and Anti-Abuse Tax (BEAT), Base Erosion Tax, IRS, Proposed Regulation

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LB&I announces new campaigns – Related-party service companies, offshore private banking and loose-filed Forms 5471

On April 16, 2019, the Large Business and International (LB&I) Division of the Internal Revenue Service (IRS) announced three new compliance campaigns. The campaigns focus on: ..Transfer pricing for “captive” services…more

Controlled Foreign Corporations, Corporate Taxes, FATCA, Filing Requirements, Internal Revenue Code (IRC)

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Counterparty Rights in Energy Bankruptcies

For the past several years, low interest rates and higher commodity prices have resulted in generally favorable financial conditions in the energy sector, keeping energy bankruptcy activity to a minimum. With the recent sharp…more

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COBRA subsidy strikes again with IRS guidance in Notice 2021-31

The American Rescue Plan Act (the Act) included certain temporary COBRA subsidy provisions that allow “Assistance Eligible Individuals” (AEIs) to receive COBRA subsidies from April 1, 2021 to September 30, 2021 (the assistance…more

American Rescue Plan Act of 2021, COBRA, Employee Benefits, Employer Group Health Plans, Flexible Savings Accounts (FSAs)

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Energy tax credit transfers: Treasury and IRS issue final regulations on the section 6418 transferability rules

[unable to retrieve full-text content]On April 25, 2024, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued final regulations on the transferability of certain tax credits under the Inflation…more

Energy Tax Incentives, Inflation Reduction Act (IRA), IRS, Proposed Regulation, Regulatory Agenda

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IRS issues annual Advance Pricing Agreement Report for 2022

On March 27, 2023, the Internal Revenue Service (IRS) issued its Announcement and Report Concerning Advance Pricing Agreements (APA Report) for 2022, which presents the key APA results of the IRS’s Advance Pricing and Mutual…more

Advance Pricing Agreements, Advance Pricing Arrangement Program, IRS, OECD, Transfer Pricing

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Marcel Fashions Group did not “get lucky” with the doctrine of defense preclusion

On May 14, 2020, in a unanimous opinion authored by Justice Sotomayor, the US Supreme Court overturned the “defense preclusion” doctrine proposed by the Second Circuit, upholding the requirement that preclusion of a defense…more

Claim Preclusion, Collateral Estoppel, Counterclaims, Defense Preclusion, Fashion Branding

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Testing for AI bias: Colorado Division of Insurance proposes first-of-its kind regulation requiring life insurers to test their underwriting process for racial and ethnic bias

On September 28, 2023, the Colorado Division of Insurance (CDI) released the first-of-its kind draft proposed regulation (Testing Regulation) for testing the outcomes of certain life insurance underwriting practices for racial…more

Algorithms, Artificial Intelligence, Insurance Industry, Insuretech Sector, Life Insurance

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In loco parentis? COPPA and sweeping changes to tech companies’ responsibilities to keep kids safe online

On December 20, 2023, the Federal Trade Commission (FTC) announced a Notice of Proposed Rulemaking (NPRM or Proposed Rule) to update its Children’s Online Privacy Protection Act (COPPA) rule (the Rule) for the first time since…more

COPPA, Data Collection, Federal Trade Commission (FTC), NPRM, Online Safety for Children

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Finalized HSR rules set to take effect in early 2025

For the first time in 46 years, the Federal Trade Commission (FTC) has approved extensive updates to the Hart-Scott-Rodino (HSR) Act premerger notification form and associated instructions, as well as the premerger notification…more

Acquisitions, Federal Trade Commission (FTC), Filing Requirements, Final Rules, Hart-Scott-Rodino Act

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Global ESG Insights - May 2024

Welcome to the latest edition of our monthly ESG Insights providing you with a summary of the key developments from around the world. Global - IFRS Foundation releases jurisdictional adoption guide for ISSB Standards- On May…more

Air Quality Standards, Artificial Intelligence, Business Strategies, Climate Change, Corporate Governance

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Fifth Circuit requires Chapter 15 debtor to litigate in Texas state court

It may be fair to say that non-US entities involved in a chapter 15 case, the mechanism through which US courts recognize foreign insolvency proceedings, do not anticipate having to litigate claims raised in the chapter 15 case…more

Appeals, Bankruptcy Code, Canada, Chapter 15, Commercial Bankruptcy

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Clarifying the federal tax classification of wholly owned tribal entities and the mechanics of the Section 6417 election for such entities

On October 7, 2024, the Department of Treasury (Treasury) and the Internal Revenue Service (IRS) issued proposed regulations (Proposed Regulations) clarifying the federal tax classification of certain entities wholly owned by…more

Entity Classification, Income Taxes, Indian Reorganization Act, Inflation Reduction Act (IRA), IRS

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SEC proposes exempting certain finders from broker registration

On October 7, 2020, the US Securities and Exchange Commission (SEC) proposed granting exemptive relief from the broker registration requirement in Section 15 of the Securities Exchange Act of 1934, as amended (the Exchange Act)…more

Brokers, Capital Formation, Exemptions, Finders, Private Offerings

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Legal Telescope: The AI-ESG nexus – redefining legal and regulatory strategies

Read our thought leadership report which offers valuable insights and knowledge from our global team of lawyers to help you stay ahead of the curve in the ever-changing world of AI and ESG. As Artificial Intelligence (AI)…more

Artificial Intelligence, Corporate Governance, Environmental Social & Governance (ESG), Geopolitical Risks, Governance Standards

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Beyond the binary: How NIST is shaping the policies and practices of AI innovation and risk management

On September 24th and 25th, the National Institute of Standards and Technology (NIST) convened a symposium to generate new insights about the next steps needed to unleash AI innovations that will enable trust in this technology…more

Artificial Intelligence, Food and Drug Administration (FDA), Innovative Technology, Policies and Procedures, Popular

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SEC provides green light to new exemptive relief

The SEC recently issued a notice with regard to a new model of co-investment relief and issued the first exemptive order for multi-class relief to a private BDC. This legal alert discusses both new developments…more

Business Development Companies, Exemptions, Investment Advisers Act of 1940, Investment Funds, Investment Management

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Sixth Circuit validates challenge to PFAS class - demands greater specificity in pleading standards for causation

On November 27, a landmark PFAS decision by the Sixth Circuit effectively dismissed a statewide class action for lack of standing. This potentially sets the stage for a new era of PFAS litigation, where historically general and…more

Class Action, Class Certification, Dismissals, Firemen, Jurisdiction

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FWS and NOAA propose to narrow reach of Endangered Species Act

On April 17, 2025, the US Fish and Wildlife Service and the National Oceanic and Atmospheric Administration published a notice of proposed rulemaking to rescind the definition of “harm” under the Endangered Species Act…more

Chevron Deference, Chevron v NRDC, Comment Period, Endangered Species Act (ESA), Government Agencies

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SEC Staff eases Rule 506(c) verification with high-minimum investment approach

On March 12, 2025, the Securities and Exchange Commission issued a significant No-Action Letter, providing clarity on how issuers can satisfy the “reasonable steps” requirement for verifying accredited investor status in Rule…more

Accredited Investors, Due Diligence, High Net-Worth, Investment, Investment Funds

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SEC ends defense of climate disclosure rules

On March 27, 2025, the Securities and Exchange Commission (SEC) voted to end its defense of its Enhancement and Standardization of Climate-Related Disclosures for Investors rules in the ongoing Eighth Circuit case Iowa v. SEC…more

Climate Change, Disclosure Requirements, Enforcement Actions, Final Rules, Greenhouse Gas Emissions

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Unclaimed property hot topics: What you need to know in 2024

Unclaimed property examinations and new types of regulatory inquiries will pose major challenges for US companies in 2024. Not only are states pushing ahead with more examinations, but many states are using new techniques to…more

Audits, Escheat, False Claims Act (FCA), State Attorneys General, Unclaimed Property

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Proposed regulations reduce flexibility of foreign currency mark-to-market election

On August 19, 2024, the Internal Revenue Service (IRS) and the Department of the Treasury (Treasury) issued proposed regulations (Proposed Regulations) making changes to previously proposed regulations published in December of…more

Foreign Currency, Internal Revenue Code (IRC), IRS, Proposed Regulation, U.S. Treasury

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Employee benefit and employment law regulations after Loper Bright

In the US, the relationship between employers and employees is heavily regulated by statute at both the state and federal level, and the provision of employee benefits is also highly regulated, primarily at the federal level…more

Administrative Procedure Act, Chevron Deference, Chevron v NRDC, Constitutional Challenges, Employee Benefits

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One and done - US Supreme Court sets limits on successive class action filings

After years of uncertainty, the United States Supreme Court has revisited one of its most important class action opinions, and in doing so, set limits on the filing of successive class actions. In China Agritech, Inc. v. Resh,…more

American Pipe & Construction Co. v. Utah, China Agritech Inc v Resh, Class Action, Class Certification, Class Members

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Legislating for LIBOR’s cessation

On April 6, 2021, New York Governor Andrew Cuomo signed into law the New York State Legislature’s Senate Bill 297B/Assembly Bill 164B (the New York LIBOR Legislation), strengthening the groundwork for the forthcoming transition…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Contracts Clause, Federal Reserve, Governor Cuomo

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California looks to take the lead on gender diversity in the boardroom through new legislation

On September 30, 2018, despite voicing some reservations, California Governor Jerry Brown signed into law SB-826, mandating that publicly traded corporations have women on their boards. The new law will require all California…more

Board of Directors, Corporate Governance, Diversity, Gender Equity, Governor Brown

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The implications of a no-deal Brexit on your supply chain

Brexit is not just a UK issue. If you have EU operations and your supply chain involves the UK, then you need to consider the impact of Brexit on that supply chain. With a no-deal Brexit looking increasingly likely, now is the…more

EU, Manufacturers, No-Deal Brexit, REACH, Supply Chain

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In transition—proposed section 965 regulations incorporate and expand on prior guidance

On August 1, 2018, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued proposed regulations, which were published in the Federal Register on August 9, 2018 (Proposed Regulations), addressing…more

Controlled Foreign Corporations, Corporate Taxes, Internal Revenue Code (IRC), IRS, Proposed Regulation

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United States halts work with Russian Patent Office, while Russia lessens foreign intellectual property protections

While the humanitarian crisis has received the most attention during the emerging situation in Ukraine, numerous other facets of the world economy, international relations, and daily life have also been affected. One surprising…more

Corporate Counsel, Economic Sanctions, EU, Intellectual Property Protection, Patent Prosecution Highway

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Unclaimed property hot topics: What you need to know in 2024

Unclaimed property examinations and new types of regulatory inquiries will pose major challenges for US companies in 2024. Not only are states pushing ahead with more examinations, but many states are using new techniques to…more

Audits, Escheat, False Claims Act (FCA), State Attorneys General, Unclaimed Property

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Recent amendment implements important changes to foreign land ownership in Georgia

Effective on July 1, 2024, Senate Bill 420 (Amendment) amended Chapter 1 of Title 2 of the Official Code of Georgia Annotated and was codified in O.C.G.A. § 2-1-7. The Amendment prohibits nonresident aliens who are either…more

Domicile, Equal Protection, Foreign Entities, Land Owners, Legislative Agendas

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SEC revamps approach to shareholder proposal exclusions

On February 12, 2025, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) released new guidance regarding shareholder proposals submitted pursuant to Rule 14a-8 under the Securities…more

Corporate Governance, New Guidance, New Rules, Regulatory Reform, Rule 14a-8

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Courtside Counsel - August 2024

Welcome to our newsletter with the latest legal news in sports from the Courtside Counsel. Our team of attorneys is actively monitoring the news for need-to-know legal developments and issues involving the sports industry. Below…more

Artificial Intelligence, Athletes, Climate Change, Entertainment Industry, International Olympic Committee (IOC)

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Delaware jury finds retailer liable for gift card breakage in qui tam escheat litigation

After four-plus years of litigation in a long-running dispute over unredeemed gift cards, a jury returned a verdict against Overstock.com, finding that the company violated the Delaware False Claims Act (FCA) by not reporting…more

Escheat, Jury Verdicts, Overstock.com, Qui Tam, Restaurant Industry

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COVID-19’s Impact on Outsourced Services – Key guidelines for implementing work-from-home arrangements

As many of us know all too well, the coronavirus pandemic has forced companies and their personnel to shift their operations to a remote, work-from-home (or WFH) environment. This change has had a profound effect on outsourcing…more

Business Closures, Coronavirus/COVID-19, Outsourcing, Remote Working, Shelter-In-Place

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