Author Info for Orrick, Herrington & Sutcliffe LLP

Charles Adams

Arbitration Update: is DIAC Set to Become the Pre-Eminent Arbitral Institution for Disputes in the Middle East?

The Dubai International Arbitration Centre (“DIAC”) has issued the new DIAC Arbitration Rules 2022 (the “2022 Rules”). The 2022 Rules were approved by the DIAC Board of Directors and took effect from 21 March 2022. The aim of…more

Arbitration, Dispute Resolution, Dubai, Dubai International Arbitration Center (DIAC), International Arbitration

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Shaya Afshar

The EU AI Act: Open-Source Exceptions and Considerations for Your AI Strategy

This update is part of our EU AI Act Essentials Series. Click here to view additional updates. The European AI Act emerged after years of deliberation among legislators crafting the first comprehensive law to regulate artificial…more

Artificial Intelligence, EU, Machine Learning, Open Source Software, Technology Sector

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Natasha Ahmed

The EU AI Act: Application to Open-Source Projects

This update is part of our EU AI Act Series. Learn more about the EU AI Act here. The EU AI Act only regulates certain covered AI-related technologies — AI systems and General-Purpose AI Models (GPAIMs)…more

Artificial Intelligence, EU, Machine Learning, Open Source Software, Technology Sector

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Ali Al-Khasawneh

Depositions in Switzerland: How to Depose a Witness in Switzerland for Litigation in the United States

U.S. lawyers seeking to depose a witness residing in Switzerland for purposes of litigation in the U.S. often seek advice on how to properly do so as a matter of Swiss law and in accordance with the Hague Convention on the…more

Depositions, Evidence, Hague Convention, International Litigation, Switzerland

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Walter Alarkon

Energy Storage Update - 2018

Battery energy storage is the most significant development for the electric grid since the explosive growth in renewables deployment over the past decade. Efforts to promote energy storage are moving rapidly throughout the U.S.,…more

Capacity Market, Energy Market, Energy Sector, Energy Storage, Investment Tax Credits

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Jenny Alcaide

5 Important Immigration Considerations in M&A Deals

In mergers and acquisitions, companies often focus on the financial, legal and operational aspects of a deal. In today’s global economy, however, many companies have an international workforce, including highly skilled foreign…more

Acquisitions, Due Diligence, Immigrants, Immigration Procedures, Mergers

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Andrew Allen

2024 Proxy Season Considerations: Officer Exculpation for Delaware Corporations

A change to DGCL Section 102(b)(7) that took effect last year permits Delaware corporations to eliminate or limit the personal liability of corporate officers for monetary damages to stockholders for breaches of their fiduciary…more

Corporate Governance, Proxy Advisors, Proxy Season, Proxy Voting Guidelines, Securities and Exchange Commission (SEC)

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Daniel Alonso

The False Claims Act: How a Recent Decision Rejecting Qui Tam Lawsuits May Affect Enforcement

For over 160 years, the False Claims Act has let people bring claims on behalf of the U.S. government alleging fraud. In exchange, those individuals receive a portion of any recovery. In September, a federal district judge…more

Appointments Clause, Article II, Constitutional Challenges, Department of Justice (DOJ), Dismissals

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Daniela Andreatta

Nuove misure in materia di crisi d'impresa

L’emergenza Covid 19 ha indotto il Governo a prorogare l’entrata in vigore della maggior parte dei contenuti del Codice della crisi e dell’insolvenza introdotto dal Dlgs. 14 del 2019 (il “Codice”) e a fornire alle imprese una…more

Commercial Bankruptcy, Coronavirus/COVID-19, Corporate Restructuring, Creditors, Debt Restructuring

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Patricia Anglin

Families First Coronavirus Response Act: What Employers Need to Know (Updated)

On March 18, President Trump signed the Families First Coronavirus Response Act (FFCRA) into law. The FFCRA is effective April 1, 2020. The Department of Labor also issued guidance and detailed FAQs, addressing various…more

Coronavirus/COVID-19, EFMLA, Families First Coronavirus Response Act (FFCRA), Family and Medical Leave Act (FMLA), Paid Leave

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Julia Apostle

EU Commission Clarifies Definition of AI Systems

The European Commission published guidelines that clarify the definition of AI systems under the AI Act, analyzing each component of the definition of AI system, providing examples and specifying which systems should be outside…more

AI Act, Algorithms, Artificial Intelligence, EU, European Commission

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Matthew Archer

Solar Circumvention Proceeding Update

On May 2, the U.S. Department of Commerce issued a memorandum to update litigation parties on developments in the on-going solar cell and panel circumvention proceeding..…more

Anti-Dumping Duty, Countervailing Duties, Energy Sector, Solar Energy, Solar Panels

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Kristina Arianina

The False Claims Act in Cybersecurity Enforcement: Unsealed Complaint Signals Growing Use

A recently unsealed False Claims Act qui tam complaint against Penn State is the latest in line with DOJ’s Civil Cyber-Fraud Initiative. The case is United States ex rel. Matthew Decker v. Pennsylvania State University,…more

Controlled Unclassified Information (CUI), Cybersecurity, Defense Contracts, Department of Defense (DOD), DFARS

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Kevin Arlyck

The U.S. Supreme Court Rules That Securities and Exchange Commission ALJs Are Unconstitutionally Appointed

The U.S. Supreme Court ruled 7-2 that the Securities and Exchange Commission’s administrative law judges have been serving in violation of the Constitution. In Raymond J. Lucia v. SEC (No. 17-130), the Court held that SEC ALJs…more

Administrative Law Judge (ALJ), Administrative Proceedings, Appeals, Appointments Clause, Constitutional Challenges

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Anna Aryankalayil

Federal Court Blocks FTC Non-Compete Ban: What Companies Should Know

Additional Important Updates on the FTC’s Non-Compete Ban August.21.2024 The Rule is Blocked Nationwide: On August 20, 2024, the U.S. District Court for the Northern District of Texas in Ryan, LLC v. FTC, granted…more

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

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Dr. Daniel Ashkar

IAPP Europe Data Protection Congress 2024 – Key Takeaways

Over 3,000 privacy professionals from around the world gathered in Brussels recently for the 13th International Association of Privacy Professionals’ Europe Data Protection Congress 2024. The conference focused on the optimal…more

Artificial Intelligence, Cybersecurity, Data Privacy, Data Protection, Data Security

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Kevin Askew

Dismissing Securities Act Claims, California State Court Holds That Federal Forum Selection Provision in Delaware Corporate Charter Is Enforceable

On September 1, 2020, a California Superior Court judge in San Mateo County upheld a federal forum provision (“FFP”) in the charter of Delaware company Restoration Robotics, Inc., which mandated that stockholder claims under the…more

Certificates of Incorporation, Corporate Counsel, Delaware General Corporation Law, Forum Selection, PSLRA

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Giulio Asquini

Soluzioni informatiche per la sottoscrizione elettronica di documenti

Nell'attuale contesto di emergenza sanitaria per la diffusione del COVID-19, tra le svariate attività divenute più complesse a seguito del protrarsi del periodo di lockdown, rientra per molti anche la sottoscrizione di documenti…more

Contract Drafting, Coronavirus/COVID-19, E-Signatures, Electronic Data Transmissions, Information Technology

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Shawn Atkinson

Deal Flow 5.0: 5 Things We Learned About European Tech Deal Terms in 2024

In 2024, despite political and regulatory challenges, Europe's talent pool reached new heights, even amid funding shortages. Venture capital investment in European startups reached over $52B last year, aligning with the market's…more

Capital Markets, EU, Financial Markets, Financial Services Industry, FinTech

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Ben Au

Financial Projections in Fundraising: How Early-Stage Companies Can Mitigate Risk at a Time of Heightened Enforcement

The use of financial models and projections in fundraising by pre-revenue companies and those in the early and optimistic stages of their business cycle is almost universal. Often, companies disclose assumptions underlying the…more

Early Stage Companies, Initial Public Offering (IPO), Securities and Exchange Commission (SEC), Special Purpose Acquisition Companies (SPACs)

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Jonathan Ayre

Prohibiting Russian Uranium Imports Act Unlocks $2.72 Billion for U.S. Uranium Market

President Biden has signed into law an act intended to reduce U.S. reliance on Russian uranium imports and develop the domestic market to support the growing U.S. nuclear power generation industry…more

Department of Energy (DOE), Imports, Nuclear Power, Russia, Uranium

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James Badge

EU Inc. Envisions New Startup Structure

A petition calling for a new pan-European corporate structure for startups has been sent to the EU Commission with 13K+ signatures. “We managed to make this an urgent matter in Brussels,” petition backers said. “Now we need to…more

Early Stage Companies, EU, European Commission, Startups

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Samir Bakhru

Consensus Great Brands Show: 5 Key Takeaways for Consumer Companies

Consumer brands are emerging to serve unmet needs in everything from health and wellness to sustainability. Josh Beser and Samir Bakhru were fortunate to meet many of these new companies and investors at the Consensus Great…more

Artificial Intelligence, Brand, Investors, Venture Capital

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Joshua Ballin-Goldsmith

Synesis: An Important “First” for the UK Sanctions Regime

Last month, judgment was handed down in the case of LLC Synesis v Secretary of State for Foreign, Commonwealth and Development Affairs [2023] EWHC 541 Admin. This is the first application brought under section 38 of the…more

Belarus, Belarus Sanctions, Cross-Border Transactions, Economic Sanctions, Human Rights

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Marina Balzano

Nuova Garanzia SACE a Condizioni di Mercato

L'articolo 17 del D.L. n. 50/2022 (c.d. Decreto Aiuti, convertito in legge n. 91/2022) ha delineato la cornice operativa entro la quale opererà la nuova garanzia SACE a condizioni di mercato, garanzia dello Stato a prima…more

Debt Financing, Debt Instruments, EU, Leveraged Finance, SACE Guarantee Scheme

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Jonas Banse

Lapse of Virtual Stock Options in the Event of Voluntary Resignation – Good Leaver or Bad Leaver?

On March 19, 2025, the German Federal Labor Court (Bundesarbeitsgericht) ("FLC") ruled that a provision in an employee stock option plan providing for the immediate forfeiture of vested virtual stock options in the event of…more

Compensation & Benefits, Employee Benefits, Employee Rights, Employment Contract, Employment Litigation

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Juliano Banuelos

'Clawing Back' Executive Compensation: Companies Listed on the NYSE and Nasdaq Have Until December 1 to Adopt a Compensation Recovery Policy

Companies listed on the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) have until December 1 to adopt compliant clawback policies now that the SEC has approved listing standards the exchanges proposed. The SEC…more

Clawbacks, Nasdaq, NYSE, Securities and Exchange Commission (SEC)

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Janet Barbiere

REMICs, Mortgage Loan Modifications and COVID-19

This memorandum discusses certain tax considerations in connection with forbearances, waivers and other modifications with respect to a mortgage loan that is held by a REMIC or about to be contributed to a REMIC, in light of the…more

Coronavirus/COVID-19, IRS, Loan Modifications, Mortgages, REMIC

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Laura Rose (Bloxham) Barr

A Conversation with Alexandra Johnson, CEO/Co-Founder of Rubber Ducky Labs, AI Recommender Systems Pioneer

Orrick’s Laura Barr connected with Alexandra Johnson, the CEO of Y Combinator-backed Rubber Ducky Labs, for a fascinating conversation about building a company focused on AI-enabled recommender systems. Inspired by her passion…more

Algorithms, Artificial Intelligence, Business Development, Business Strategies, Innovative Technology

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Brian Bartholomay

When the CFPB Investigates: Responding to a CFPB CID

Since opening its doors in July 2011, the Consumer Financial Protection Bureau (CFPB) has not been shy about initiating enforcement actions against companies and individuals subject to its authority, recovering billions of…more

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

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Marc Bauer

SEC to Charter Schools: Use Registered Municipal Advisors

The SEC is reminding charter schools to seek advice on municipal securities only from registered municipal advisors. A bulletin from the SEC’s Office of Municipal Securities and Division of Enforcement’s Public Finance Abuse…more

Borrowers, Charter Schools, Municipal Securities Issuers, Securities and Exchange Commission (SEC)

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John Bautista

Profiles in Innovation: Twist Bioscience’s Co-Founder Navigates Company from Start-up to Public Company

As a pioneer in DNA synthesis with several patents to her name, Dr. Emily Leproust could have enjoyed a distinguished career without ever leaving the lab. Instead she founded (and just took public) a company that promises to…more

Biotechnology, DNA, Emerging Growth Companies, Genetic Materials, Human Genes

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Gregory Beaman

South Carolina District Court Grants Summary Judgment for TCPA Defendant after Supreme Court’s Duguid Decision

A South Carolina federal district court recently granted summary judgment for a TCPA defendant in one of the first major lower court decisions following the Supreme Court's opinion in Facebook v. Duguid, which clarified (and…more

ATDS, Auto-Dialed Calls, Facebook Inc v Duguid, Random or Sequential Number Generator, Robocalling

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Laura Becking

Foreign Contractors Face New U.S. DEI Certification Requirements

Foreign companies with U.S. government contracts are facing new scrutiny. Media outlets are reporting that the U.S. Embassy in Paris has ordered dozens of French companies with U.S. government contracts to certify, pursuant to…more

Anti-Discrimination Policies, Certification Requirements, Diversity and Inclusion Standards (D&I), Employment Discrimination, Equal Employment Opportunity Commission (EEOC)

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Bobby Bee

EDGAR Next: What Filers Should Know

On September 27, 2024, the SEC adopted new rules, called “EDGAR Next,” to enhance the security of the EDGAR system. Action to comply with EDGAR Next is required of every entity and individual that currently makes EDGAR filings…more

Corporate Governance, EDGAR, Filing Deadlines, Filing Requirements, New Rules

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Mark Beeley

English Arbitration Act 2025 – Bill Becomes Law

The long-awaited Arbitration Act 2025 (the “2025 Act”) finally received Royal Assent on 24 February 2025, paving the way for significant refinement of the Arbitration Act 1996 (the “1996 Act”) and the conduct of arbitration in…more

Arbitration, Arbitration Agreements, Arbitration Awards, Arbitrators, Dispute Resolution

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Marshall Bell

CFPB Rule Would Affect Data Brokers and More

Over the past several years, data brokers have been subject to increased scrutiny from regulatory and enforcement agencies at both federal and state levels. On Dec. 3, the Consumer Financial Protection Bureau took a significant…more

Consumer Financial Protection Bureau (CFPB), Consumer Reporting Agencies, Data Brokers, Fair Credit Reporting Act (FCRA), Federal Trade Commission (FTC)

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Jedd Bellman

The Continued State Enforcement of Federal Financial Regulatory Laws

Over the past four years, the Consumer Financial Protection Bureau has sought to strengthen state and local governments’ enforcement of consumer protection laws. The CFPB has engaged in numerous coordinated federal-state…more

Consumer Financial Products, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Consumer Protection Laws, Dodd-Frank

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Daniel Bellovin

Maryland Mortgage Loan Purchasers Face New License Requirement

Financial institutions that purchase mortgage loans in Maryland, including securitization trusts and other secondary market purchasers, face a new requirement to obtain a state license. The Maryland Office of Financial…more

Financial Institutions, Loans, Maryland, Mortgage Lenders, Mortgages

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Emmanuel Benard

The Coronavirus in the International Workplace – How do Multinational Employers React Appropriately? (Update #3)

This updated overview provides multinational employers practical advice to develop their coronavirus response strategy on an international level and to ensure a safe working environment for their employees under local employment…more

Coronavirus/COVID-19, Foreign Nationals, Foreign Workers, Infectious Diseases

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Olivier Bernard

France Welcomes Foreign and Alternative Capital Providers with Latest Reform of Finance Sector

Long a cornerstone of the French banking system, the "French banking monopoly" largely prevents non-bank entities from lending money to French borrowers. Although French funds have been used as vehicles by alternative capital…more

Banking Sector, Commercial Bankruptcy, Corporate Structures, Corporate Taxes, Financial Markets

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Carsten Bernauer

Growth und Hurdle Shares in deutschen Start-ups – Strukturen / Praktische Umsetzung / Empirische Daten

Für deutsche Start-ups sind Growth und Hurdle Shares besonders interessant, um Key Employees und Late Co-Founder zu incentivieren, wenn das Unternehmen bereits einen substantiellen Eigenkapitalwert hat und damit für Gründer und…more

Business Development, Corporate Governance, Cross-Border Transactions, Germany, Innovative Technology

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William Berry

The Cares Act Summary

Employee Benefit Provisions in The Cares Act - To confront the COVID-19 pandemic, Congress passed the CORNAVIRUS AID, RELIEF, AND ECONOMIC SECURITY ACT (CARES ACT) on March 27, 2020. It expands access to retirement funds and…more

CARES Act, Coronavirus/COVID-19, Employee Benefits, Families First Coronavirus Response Act (FFCRA), Financial Stimulus

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Josh Beser

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

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Ari Bessendorf

APAC Energy Pulse – March 2025

Since our last update, various initiatives and developments across the Asia-Pacific market seem to support the prospect of future growth. In this issue of APAC Energy Pulse, we take a closer look at some of these initiatives…more

Asia Pacific, Clean Energy, Energy Policy, Energy Projects, Energy Sector

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Dharak Bhavsar

U.S. Expands China-Related Export Controls Regarding Semiconductors and Semiconductor Manufacturing Equipment

On October 17, 2023, the U.S. Commerce Department’s Bureau of Industry Security (BIS) issued revised export control regulations intended to impede China’s efforts to obtain and produce advanced semiconductors. The new steps…more

Bureau of Industry and Security (BIS), Export Controls, Exports, Manufacturers, Semiconductors

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Greg Blonde

Yes For Affordable Housing – The Impact of Oregon’s Measure 102

Oregonians approved statewide ballot Measure 102 on November 6 and, in doing so, have provided local governments in Oregon with a powerful new tool to help address Oregon’s affordable housing crisis. The passage of Measure 102…more

Affordable Housing, Ballot Measures, Housing Market, Infrastructure, LIHTC

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Andy Bloom

Continuation Funds: A Continuing Trend

The historically illiquid private equity market has found a new path to tradability through the private equity secondaries market and continuation funds. The secondaries market was once a niche market characterized by distressed…more

Investment, Investors, Private Equity, Private Equity Funds

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Grady Bolding

Google Ireland Limited does not have permanent establishment in France

The Paris administrative court ruled on July 12th, 2017, that Google Ireland Limited did not have to pay $1.3 billion in back taxes in France for the period 2005-2010. The Irish company Google Ireland Limited sells digital…more

BEPS, Corporate Taxes, Double Taxation, France, Google

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Lauren Bomberger

Banking Agencies Issue Guidance on Managing Risks with Fintechs and Other Third Parties: How It May Affect Your Business

After a nearly two-year notice and comment period, the Comptroller of the Currency, Federal Deposit Insurance Corporation and Federal Reserve have published much-anticipated final guidance for banks on managing risks associated…more

Banking Sector, Banks, FDIC, Federal Reserve, OCC

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Joshua Bonney

Using Qualified 501(c)(3) Private Activity Bonds to Finance Affordable Housing Projects in the District of Columbia

Certain 501(c)(3) organizations may finance affordable rental housing projects in the District of Columbia (the “District”) using tax-exempt “qualified 501(c)(3) bonds” without volume cap (“PABs”) issued through the District’s…more

501(c)(3), Affordable Housing, Bonds, Tax Exempt Entities

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Anna Booth

6 Things to Know About New York's Health Information Privacy Act

Earlier this year, the New York legislature passed the New York Health Information Privacy Act (New York HIPA), establishing strict requirements for handling health data. The legislation shares similarities with Washington’s My…more

Consumer Privacy Rights, Data Privacy, Data Protection, HIPAA Privacy Rule, New York

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Mel Bostwick

PTAB Snapshot – A Quarterly Report on Trends and New Precedent at the PTAB – Q3 The Arthrex Decision, Its Impact on Prior IPR Decisions and Future IPR Procedure, and Potential Further Challenges to IPRs in View of Arthrex

In this second edition of Orrick’s quarterly series on the PTAB, we summarize the Arthrex decision, walk through the PTO’s post-Arthrex interim procedure for reviewing PTAB decisions, and discuss potential post-Arthrex…more

Administrative Patent Judges, America Invents Act, Appointments Clause, Constitutional Challenges, Corporate Counsel

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Christina Bouchot

NLRB General Counsel Cracks Down on Stay or Pay Provisions and Calls for Make Whole Remedies

The National Labor Relations Board (NLRB) General Counsel is cracking down on stay-or-pay provisions. Here are takeaways for employers from an October 7 memo: As a reminder, the NLRA only applies to non-supervisory employees,…more

Employer Liability Issues, Employment Contract, NLRA, NLRB, NLRB General Counsel

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Lisa Bowman

Adolph v. Uber: Sending Individual PAGA Claims to Arbitration Does Not Affect Plaintiffs’ Standing to Pursue a Representative PAGA Claim

The California Supreme Court issued its long-awaited ruling in Adolph v. Uber Technologies, Inc. on July 17, 2023, holding that an employee can pursue a non-individual representative action under the Private Attorneys General…more

Arbitration, Arbitration Agreements, CA Supreme Court, Employment Litigation, Federal Arbitration Act

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Kathryn Boyle

Top 4 Cybersecurity Takeaways from 2023

The average cost of a data breach has reached an all-time high of $4.45 million, according to IBM. Regulatory requirements, scrutiny, and enforcement have continued to expand. As we kick off 2024, here are the key action items…more

Cyber Attacks, Cybersecurity, Data Breach, Data Privacy, Data Protection

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Allison Lofgren Bradham

Tariffs Loom for Imports of Semiconductor and Pharmaceutical Products and Critical Minerals as Trump Administration Initiates National Security Probes

The Trump administration is pursuing additional national security investigations that will likely lead to tariffs on imports of semiconductors, semiconductor manufacturing equipment (“SME”), and derivative articles,…more

Executive Orders, Imports, National Security, Pharmaceutical Industry, Section 232

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Adam Braun

State Attorneys General on Applying Existing State Laws to AI

The rapid rise of artificial intelligence (AI) across numerous sectors of the economy has garnered the attention of state attorneys general (AGs). As various industries increasingly adopt AI to streamline or enhance their…more

Artificial Intelligence, Bias, California Consumer Privacy Act (CCPA), Civil Rights Act, Consumer Privacy Rights

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Aaron Brecher

DOJ Safe Harbor Policy for Mergers & Acquisitions Encourages Voluntary Disclosure

The Department of Justice (DOJ) recently unveiled a policy for voluntary disclosure of misconduct in mergers and acquisitions (M&A). This is another in a series of recent initiatives relating to corporate compliance, including…more

Acquisitions, Corporate Misconduct, Department of Justice (DOJ), Mergers, Self-Disclosure Requirements

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Bradford Breen

Helferich Patent Licensing v. New York Times et al.: Federal Circuit Reverses District Court Summary Judgment Ruling Regarding Patent Exhaustion

In Helferich Patent Licensing LLC v. New York Times Co., 2015 U.S. App. LEXIS 2047 (Fed. Cir. Feb. 10, 2015), the Court of Appeals for the Federal Circuit ("CAFC") concluded that the judicially-created doctrine of patent…more

Appeals, New York Times, Patent Exhaustion, Patent Infringement, Patent Litigation

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Devin Brennan

P3 Infrastructure Assessment Grants: New DOT Grants to Help State and Local Governments Study P3 Possibilities

The Department of Transportation's Build America Bureau is soliciting applications until May 10 for grants intended to help state and local governments assess whether any of their assets would be viable for monetization in a…more

Department of Transportation (DOT), Grants, Infrastructure, Public Private Partnerships (P3s), Transportation Industry

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Evan Brewer

A Cloud on the Horizon: Trade Secret Theft in the Cloud

As cloud services have transformed modern business, they have also changed the way companies protect and enforce their trade secrets. Companies and their employees increasingly store data on cloud - based platforms. While…more

Best Practices, Cloud Computing, Cloud Service Providers (CSPs), Cloud Storage, Cybersecurity

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Dr. Werner Brickwedde

OLNS#13 – M&A in German Tech: A Playbook for Buyers and Sellers - English

About the Orrick Legal Ninja Series – OLNS In substantially all of the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one…more

Acquisitions, Buyers, Due Diligence, Investors, Mergers

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Tyler Bridgeman

Prohibiting Russian Uranium Imports Act Unlocks $2.72 Billion for U.S. Uranium Market

President Biden has signed into law an act intended to reduce U.S. reliance on Russian uranium imports and develop the domestic market to support the growing U.S. nuclear power generation industry…more

Department of Energy (DOE), Imports, Nuclear Power, Russia, Uranium

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Katie Briscoe

PAGA Reform: What California Employers Need to Do Now

California employers have come to know California’s Private Attorneys General Act (“PAGA”) as an expensive cost of doing business within the state. Unfortunately, the new PAGA reform is not likely to lead to any decrease in the…more

California, Employer Liability Issues, Labor Code, Private Attorneys General Act (PAGA), State Labor Laws

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Emily Brodkin

The Sunshine Act: 10 Things to Know

For some companies that make and distribute medical devices and drugs, and for group purchasing organizations (GPOs), reporting financial information to the U.S. government has become a regular part of doing business. The…more

Centers for Medicare & Medicaid Services (CMS), Medical Devices, Pharmaceutical Industry, Physicians, Reporting Requirements

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Craig Bruce

Five Things to Know about Green Hydrogen

Green hydrogen is increasingly viewed as the key to decarbonising hard-to-electrify sectors such as transportation and heavy industry. With governments announcing ambitious hydrogen policies as part of their net zero ambitions,…more

Clean Energy, Electricity, Energy Projects, Energy Sector, Environmental Social & Governance (ESG)

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Jeremiah Buckley

RegFi Episode 61: Reimagining Financial Regulation for the Digital Age

Jo Ann Barefoot, founder and CEO of the Alliance for Innovative Regulation (AIR), and Kabir Kumar, partner at Flourish Ventures, join co-hosts Jerry Buckley, Sasha Leonhardt and Sherry Safchuk for a special RegFi episode…more

Artificial Intelligence, Financial Regulatory Reform, Financial Services Industry, FinTech, Regulatory Oversight

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Preston Burton

Supreme Court False Claims Act Ruling May Affect Paycheck Protection Program Lenders

On June 1, the Supreme Court ruled that entities that submit false claims to the government can be liable if they subjectively believed the claims were false at the time of submission…more

False Claims Act (FCA), Financial Crimes, Financial Services Industry, Lenders, Paycheck Protection Program (PPP)

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Camillo Melotti Caccia

Fari accesi sulle società di comodo nella UE

In data 22 dicembre 2021, la Commissione Europea ha adottato una Proposta di Direttiva finalizzata a contrastare l’uso improprio ai fini fiscali delle società di comodo residenti nei paesi dell’Unione (“Proposal for a Council…more

EU, European Commission, International Tax Issues, Member State, Shell Corporations

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Darrell Cafasso

Federal Reserve Requires Banks to Provide Notice Regarding Crypto-Asset-Related Activities

The Federal Reserve Board (“FRB”) announced a significant shift requiring FRB-supervised banking organizations to disclose any current crypto-asset-related activity and to notify FRB in advance of entering into any such business…more

Blockchain, Cryptoassets, Cryptocurrency, Digital Assets, Federal Reserve

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Emma Cameron

Startups in the UK: Navigating the Next Phase of Growth

In the second article of a two-part series, Jamie Moore, Kristy Hart, Kelly Hagedorn, Scott Morrison, Cameron Carr, Emma Cameron, Anna O’Kelly and Hanna Hewitt of Orrick explain the key issues and complexities that UK startups…more

Board of Directors, Breach of Duty, Business Formation, Fiduciary Duty, Shareholders

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Max Cantor

Raising a Down Round and How to Be Prepared

Down rounds often make up a natural part of a company's lifecycle and are not as detrimental as some assume. Max Cantor and Samir Bakhru explain the mechanics of down rounds, their impact on capitalization tables and the need…more

Capital Raising, Down Rounds, Early Stage Companies, Emerging Growth Companies, Financing

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Rachel Capler

Critical Full Service Restrictive Covenant Compliance: Orrick’s State-by-State Survey

We are seeing a steep increase in restrictive covenants legislation across the country with laws and enforceability widely varied from state to state. So how do companies that have seen their workforce distributed in more states…more

Confidential Information, Employer Liability Issues, Employment Contract, Non-Compete Agreements, Non-Solicitation Agreements

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Charles Cardall

Attention BAB Issuers: Extraordinary Optional Redemption is Available

For more than 10 years, as the subsidy for direct payment Build America Bonds (BABs) has been less than originally promised due to sequestration, issuers have wondered if sequestration constituted an “extraordinary event” that…more

American Recovery and Reinvestment Act, Bonds, Internal Revenue Code (IRC), Tax Refunds

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Alyssa Caridis

Open Source Software Licenses: Novel Case Explores Who Can Enforce Them

Companies (including through the use of AI) are increasingly reliant on open source software to expedite their software development. A recent case filed in California, SFC v. Vizio, calls upon the state court to interpret two…more

Intellectual Property Protection, Open Source Software, Smart Devices, Software, Software Developers

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Christopher Cariello

COVID-19 and The Defense Production Act

On March 18, President Trump announced that he will invoke the Defense Production Act of 1950 (DPA), 50 U.S.C. § 4501 et seq., to cope with shortfalls of essential medical supplies in response to the COVID-19 pandemic. The DPA…more

Antitrust Immunity, Coronavirus/COVID-19, Defense Production Act, Manufacturing Facilities, Medical Supplies

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Ciarra Carr

Youth Online Safety: Four Bills to Watch in Congress

Online safety for children and teens is squarely on the Congressional agenda. U.S. laws aimed at protecting kids online predate the age of social media and the creator economy, and many state and federal legislators have been…more

COPPA, Data Privacy, Mobile Apps, Online Safety for Children, Websites

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Jean-Paule Castagno

Data Privacy & Cybersecurity Alert

In data 7 aprile 2022 l’Autorità Garante per la Protezione dei Dati Personali (“Garante”) ha emesso un’ordinanza nei confronti di una società finanziaria con la quale le ingiungeva il pagamento di una sanzione di euro 10.000 per…more

Cybersecurity, Data Collection, Data Privacy, Data Protection, Data Security

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David Chamberlin

Event Planning: Risk Mitigation Factors a Company Should Consider When Planning an Event

Organizations host events that vary in scale, scope and logistics. Teams put enormous resources into planning to ensure a successful event. Unfortunately, an unanticipated accident or other catastrophic incident can negatively…more

Employer Liability Issues, Risk Assessment, Risk Management, Risk Mitigation

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Steffi Chan

Public Charter Schools: Borrowing With Tax-Exempt Bonds (Third Edition)

The main purpose of this booklet is to provide public charter schools and their stakeholders relevant information about the benefits of tax-exempt financing. …more

Charter Schools, Enforcement Authority, Investment, Public Finance, Public Schools

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Tony Chan

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

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Jongmin Char

Israel-Hamas War: SEC Disclosure and Governance Considerations

The Hamas terrorist attacks in Israel on October 7th and the Israel-Hamas War have had devastating impacts and threaten to destabilize the region, creating a number of challenges for a wide range of companies. Public companies…more

Corporate Governance, Disclosure Requirements, Form 10-K, Form 10-Q, Form 8-K

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Chris Chavez

Class Action Plaintiffs Continue Attack on Residential Rent Late Fees

Plaintiffs’ lawyers have recently taken aim at REITS and other owners and managers of multi-family property portfolios - filing class action lawsuits seeking damages and to invalidate late fee charges imposed under residential…more

Class Action, Damages, Late Fees, Liquidated Damages, Penalties

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Annie Chen

PAGA Claims May Proceed Despite Arguments That Trying Them Could Be ‘Unmanageable,’ California Supreme Court Rules

The California Supreme Court has determined that trial courts lack the authority to strike claims brought under California’s Private Attorneys General Act (PAGA) on the grounds that trying them would be unmanageable…more

CA Supreme Court, Class Action, Employer Liability Issues, Employment Litigation, Labor Code

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Travis Cherry

SEC Final SPAC Rules: Key Takeaways

The Securities and Exchange Commission (the “SEC”) has finalized its long-awaited rules regarding special purpose acquisition companies (“SPAC”). So, what are the key aspects of these rules that SPAC market participants should…more

Disclosure Requirements, Final Rules, Initial Public Offering (IPO), Investment Company Act of 1940, Securities Act of 1933

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Richard Chirls

Final Tax Regulations Offer More Certainty to Opportunity Zone Fund Managers and Investors

Opportunity Zone (or “OZ”) investment was hailed in 2018 and 2019 as the hottest and most innovative way of attracting significant private capital to distressed communities in the United States and its territories by offering…more

Capital Gains, Community Development, Critical Infrastructure Sectors, Economic Development, Fund Managers

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Kelly Choo

APAC Energy Pulse – March 2025

Since our last update, various initiatives and developments across the Asia-Pacific market seem to support the prospect of future growth. In this issue of APAC Energy Pulse, we take a closer look at some of these initiatives…more

Asia Pacific, Clean Energy, Energy Policy, Energy Projects, Energy Sector

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James Chou

US Data Localization Law Coming Soon: DOJ Issues Final Rule on Certain Data Transfers to “Countries of Concern”

The Department of Justice has finalized prohibitions and restrictions on cross-border transfers of certain data to China and other “Countries of Concern” (as defined below). It seeks to address what is, in the U.S. government’s…more

Artificial Intelligence, China, Cuba, Data Privacy, Data Security

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Michael Chow

Protecting IP in a COVID-19 Remote-Work-World

Even before the COVID-19 pandemic, many employers offered remote work options. Now employers all over the world are encouraging or requiring their employees to work remote from home…more

Confidential Information, Confidentiality Agreements, Employee Training, Information Governance, Intellectual Property Protection

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Mark Christy

Final Regulations Released for the Clean Electricity Low-Income Communities Bonus Credit Program

The U.S. Department of the Treasury and the Internal Revenue Service have published final regulations concerning the low-income communities bonus credit program under Section 48E(h) of the Internal Revenue Code of 1986, as…more

Clean Energy, Energy Sector, Final Rules, Inflation Reduction Act (IRA), Internal Revenue Code (IRC)

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Benjamin Cichostepski

Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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Harry Clark

Tariffs Loom for Imports of Semiconductor and Pharmaceutical Products and Critical Minerals as Trump Administration Initiates National Security Probes

The Trump administration is pursuing additional national security investigations that will likely lead to tariffs on imports of semiconductors, semiconductor manufacturing equipment (“SME”), and derivative articles,…more

Executive Orders, Imports, National Security, Pharmaceutical Industry, Section 232

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Eugene Clark-Herrera

FPPC Puts Focus on Public Agency Bond Issue Mailers

Public agencies considering bond campaigns in California should take note of a recent stipulation involving information that agencies sometimes share with voters before bond referendums. The California Fair Political Practices…more

California, Fair Political Practices Commission (FPPC), Political Campaigns, Public Agencies

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Katie Cleworth

Monthly Highlights – UK Employment Law – March 2025

In this month’s instalment, our team summarises the latest UK case law and developments in employment law – and their implications for employers. 1. The Government has published the new annual statutory rates which apply to…more

Employee Rights, Employer Responsibilities, Employment Tribunals, Labor Regulations, Penalties

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Eileen Cole

Federal Court Blocks FTC Non-Compete Ban: What Companies Should Know

Additional Important Updates on the FTC’s Non-Compete Ban August.21.2024 The Rule is Blocked Nationwide: On August 20, 2024, the U.S. District Court for the Northern District of Texas in Ryan, LLC v. FTC, granted…more

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

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John Coleman

D.C. Circuit Narrows District Court’s Preliminary Injunction in CFPB Fight

Visit our resource center, CFPB Pause: Where From Here?, to stay on top of the latest and what it may mean for the federal and state regulatory and enforcement landscape. On Friday, April 11, the D.C. Circuit issued a per…more

Appeals, Consumer Financial Protection Bureau (CFPB), Enforcement, Financial Regulatory Reform, Judicial Authority

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Matthew Coleman

California Gov. Newsom Vetoes Controversial Frontier AI Bill as Non-Responsive to “Actual Risks”

TAKEAWAY: California Gov. Gavin Newsom has vetoed SB 1047 – the controversial AI regulation bill that both chambers of the California legislature passed by wide margins. The veto is a good outcome for the nascent AI industry. In…more

Artificial Intelligence, California, Deep Fake, Governor Newsom, Governor Vetoes

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Luigi Colombo

Le modifiche in materia di quantificazione del risarcimento dei danni nelle azioni di responsabilità contro gli amministratori

Il decreto legislativo n. 14 del 12 gennaio 2019, recante il "Codice della crisi di impresa e dell'insolvenza", varato dal Governo (il "Decreto") in attuazione della legge delega n. 155/2017 ("Legge Delega") e pubblicato sulla…more

Corporate Dissolution, Corporate Governance, Damages, Insolvency, Italy

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Angela Colt

Managing Legal Risk in Marketing and Advertising: 5 Things Companies Should Know

Most companies follow a few key rules to market their offerings: Advertisements should be truthful and should not mislead consumers. Advertisements and the products being marketed should not harm consumers. Advertisers should…more

Advertising, Brand, Marketing, New Regulations, Popular

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Erin Connell

Fourth Circuit Reinstates Anti-DEI Executive Orders Pending Further Litigation

On February 21, 2025, the U.S. District Court for the District of Maryland entered a preliminary injunction blocking the enforcement of important aspects of two Executive Orders: “Ending Radical and Wasteful Government DEI…more

Appeals, Constitutional Challenges, Diversity and Inclusion Standards (D&I), Due Process, Enforcement Actions

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James Connor

UK Tech Exit Series – The Term Sheet

Orrick’s Tech Exit Series suggests tips for tech companies looking toward an exit. Our market-leading London M&A and Private Equity team writes instalments in the series with contributions from specialists across our broader…more

Buyers, Contract Negotiations, Earn-Outs, EBITDA, Sellers

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Peter Connors

Prevailing Wage and Apprenticeship Requirements: Treasury Department and IRS Propose Regulations for Clean Energy Projects Under the Inflation Reduction Act

The Department of the Treasury and Internal Revenue Service (IRS) published proposed regulations (the “Proposed Regulations”) providing further guidance on the prevailing wage and apprenticeship requirements for clean energy…more

Apprenticeships, Clean Energy, Energy Projects, Inflation Reduction Act (IRA), IRS

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Meghan Conway

The New CDP Reporting Process: Key Changes, Insights and Action Items

The 2024 CDP questionnaire has a significantly revised scope and structure, including an integrated questionnaire addressing climate, forests, water security, biodiversity and plastics. The 2024 CDP questionnaire will…more

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

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Andrew Cook

State Attorneys General on Applying Existing State Laws to AI

The rapid rise of artificial intelligence (AI) across numerous sectors of the economy has garnered the attention of state attorneys general (AGs). As various industries increasingly adopt AI to streamline or enhance their…more

Artificial Intelligence, Bias, California Consumer Privacy Act (CCPA), Civil Rights Act, Consumer Privacy Rights

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Brett Cooper

'Clawing Back' Executive Compensation: Companies Listed on the NYSE and Nasdaq Have Until December 1 to Adopt a Compensation Recovery Policy

Companies listed on the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) have until December 1 to adopt compliant clawback policies now that the SEC has approved listing standards the exchanges proposed. The SEC…more

Clawbacks, Nasdaq, NYSE, Securities and Exchange Commission (SEC)

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Justin Cooper

P3 Infrastructure Assessment Grants: New DOT Grants to Help State and Local Governments Study P3 Possibilities

The Department of Transportation's Build America Bureau is soliciting applications until May 10 for grants intended to help state and local governments assess whether any of their assets would be viable for monetization in a…more

Department of Transportation (DOT), Grants, Infrastructure, Public Private Partnerships (P3s), Transportation Industry

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Kristin Cornuelle

Federal Circuit Makes Way For FUCT, Striking Down The Statutory Bar On Immoral Or Scandalous Trademark Registrations As Unconstitutional

On December 15, the U.S. Court of Appeals for the Federal Circuit struck down the Lanham Act's ban on registering immoral or scandalous trademarks as unconstitutional on First Amendment grounds in In re Brunetti, --- F.3d ----…more

Appeals, Disparagement, Fashion Branding, Fashion Industry, First Amendment

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Katie Cotton

Deal Flow 5.0: 5 Things We Learned About European Tech Deal Terms in 2024

In 2024, despite political and regulatory challenges, Europe's talent pool reached new heights, even amid funding shortages. Venture capital investment in European startups reached over $52B last year, aligning with the market's…more

Capital Markets, EU, Financial Markets, Financial Services Industry, FinTech

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Sue Cowell

Executive Orders and Presidential Memoranda Focus on U.S. Energy Sector

President Trump issued several Executive Orders and Presidential Memoranda on January 20, 2025, that will have a significant impact on the United States energy sector. Select Executive Orders and Presidential Memoranda are…more

Clean Water Act, Department of Energy (DOE), Energy Sector, Environmental Policies, Environmental Protection Agency (EPA)

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Elena Cozzupoli

Italy Founders Series: Build Your Startup

When founders in Italy set up a startup, they must make decisions that can have long-term effects, especially when it comes to raising capital. Creating a company establishes responsibilities to employees, customers and…more

Corporate Governance, Italy, Shareholders, Startups

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Dean Criddle

Outline for Discussion of New Issue Price Rules

New tax rules relating to establishing the issue price of publicly offered tax-exempt bonds become effective soon. This outline describes the new issue price rules, provides a high-level strategic analysis to help guide a…more

Bond Markets, Bonds, Initial Public Offering (IPO), Investment, Issue Price

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Jennifer Criss

Intellectual Property Assignments from Software Developers: Key Provisions in France, Germany, the United Kingdom, and United States

With the rise in multinational technology companies, including startups, it is increasingly common for those companies to use software developers located in countries around the world. Securing an assignment of all intellectual…more

Copyright, Intellectual Property Protection, Software, Software Developers

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Katharine Crost

Regulation AB II – Final Rules

On August 27, 2014, the Securities and Exchange Commission unanimously voted to adopt a package of new and amended rules governing the registration, offering process, disclosure and reporting for SEC registered asset-backed…more

Asset-Backed Securities, Disclosure Requirements, Final Rules, Market Participants, Regulation AB

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Raphael Crouan

Deal Flow 5.0: 5 Things We Learned About European Tech Deal Terms in 2024

In 2024, despite political and regulatory challenges, Europe's talent pool reached new heights, even amid funding shortages. Venture capital investment in European startups reached over $52B last year, aligning with the market's…more

Capital Markets, EU, Financial Markets, Financial Services Industry, FinTech

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Kelly Cullen

Supreme Court Eliminates Jurisdictional Escape Hatch To The Class Action Fairness Act

The U.S. Supreme Court’s decision in Standard Fire Insurance Co. v. Knowles confirms that a plaintiff cannot avoid federal jurisdiction under the Class Action Fairness Act (“CAFA”) by stipulating that the class will seek less…more

Amount in Controversy, CAFA, Class Action, Class Certification, Damages

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William Cullen

REMICs, Mortgage Loan Modifications and COVID-19

This memorandum discusses certain tax considerations in connection with forbearances, waivers and other modifications with respect to a mortgage loan that is held by a REMIC or about to be contributed to a REMIC, in light of the…more

Coronavirus/COVID-19, IRS, Loan Modifications, Mortgages, REMIC

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Jake Cunningham

Executive Orders and Presidential Memoranda Focus on U.S. Energy Sector

President Trump issued several Executive Orders and Presidential Memoranda on January 20, 2025, that will have a significant impact on the United States energy sector. Select Executive Orders and Presidential Memoranda are…more

Clean Water Act, Department of Energy (DOE), Energy Sector, Environmental Policies, Environmental Protection Agency (EPA)

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David Curtis

DOJ Takes Aim at AI-Powered Rent Prices

The U.S. Department of Justice (DOJ) and eight state attorneys general filed an antitrust lawsuit against real estate software company RealPage on August 23, 2024. The lawsuit alleges that RealPage’s algorithmic pricing software…more

Antitrust Violations, Artificial Intelligence, Department of Justice (DOJ), Landlords, Price-Fixing

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Wendy Butler Curtis

Court Awards $3M Sanction and Adverse Inference for Spoliation in Antitrust Case

On July 6, 2016, Judge Leonard P. Stark, of the federal district court in Delaware, ordered a $3 million punitive monetary sanction, and an adverse inference jury instruction, against antitrust defendant Plantronics after…more

Antitrust Violations, Corporate Counsel, Destruction of Evidence, Document Destruction, Document Preservation Notices

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Raniero D'Aversa

The Impact of the Serta and Mitel Decisions: What Comes Next

The Fifth Circuit struck down Serta Simmons’ 2020 uptier transaction, while the New York Appellate Division upheld a similar transaction in a case involving Mitel Networks, exposing key differences in how courts interpret…more

Bankruptcy Court, Borrowers, Corporate Restructuring, Creditors, Debt

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Hillary Dang

The False Claims Act: How a Recent Decision Rejecting Qui Tam Lawsuits May Affect Enforcement

For over 160 years, the False Claims Act has let people bring claims on behalf of the U.S. government alleging fraud. In exchange, those individuals receive a portion of any recovery. In September, a federal district judge…more

Appointments Clause, Article II, Constitutional Challenges, Department of Justice (DOJ), Dismissals

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Alexander Dartsch

OLNS#13 – M&A in German Tech: A Playbook for Buyers and Sellers - English

About the Orrick Legal Ninja Series – OLNS In substantially all of the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one…more

Acquisitions, Buyers, Due Diligence, Investors, Mergers

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Roger Davis

U.S. Supreme Court Decision in Espinoza v. Montana Department of Revenue Confirms Availability of Municipal Bond Financing for Religious Organizations

Historically, the ability of a governmental conduit issuer to issue bonds to facilitate a financing for a religious organization or a religiously affiliated school, university, senior housing facility or other nonprofit…more

Compelling Governmental Interest, Constitutional Challenges, Espinoza v Montana Department of Revenue, Establishment Clause, Free Exercise Clause

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Sarah Davis

The Revival of Badie Arbitration Suits in Consumer Finance

Bilateral arbitration is under increasing attack. While businesses evaluate whether and how to update their arbitration clauses in light of the U.S. Court of Appeals for the Ninth Circuit's October decision in Heckman v. Live…more

Arbitration, Arbitration Agreements, Binding Arbitration, California, Class Action

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Behnam Dayanim

Gaming & Gambling Update - Week of March 24, 2025

Kalshi's sports betting prediction market, in partnership with Robinhood, has seen significant success, reporting $249 million in contracts during the first two rounds of the NCAA College Basketball Tournament. Kalshi's activity…more

CFTC, Gambling, NCAA, Proposed Legislation, Regulatory Oversight

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Christopher De Los Reyes

5 Important Immigration Considerations in M&A Deals

In mergers and acquisitions, companies often focus on the financial, legal and operational aspects of a deal. In today’s global economy, however, many companies have an international workforce, including highly skilled foreign…more

Acquisitions, Due Diligence, Immigrants, Immigration Procedures, Mergers

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Colette Deamer

Online Safety in the United Kingdom: What’s the Latest?

The children’s privacy and online safety regulatory landscape is evolving quickly. To keep up, companies subject to U.K. law should understand their users, enhance safety features and conduct risk assessments, all while…more

Cybersecurity, Data Privacy, Data Protection, Data Security, Online Safety for Children

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Marcus Deitz

Texas School Bond Election Timeline for November 2022 Elections

For school districts and community college districts considering November 8, 2022 bond elections. The statutory deadline to adopt the Election Order is Monday, August 22, 2022…more

Bonds, Community Colleges, Municipalities, Public Finance, School Districts

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Kayla Delgado Grundy

Walking the Line: Employers Caught in the Middle of Discrimination Lawsuits

Earlier this month, The Walt Disney Company (“Disney”) became the latest company to face simultaneous allegations that they discriminate both against and in favor of women. On February 14, 2024, America First Legal Foundation…more

Employer Liability Issues, Employment Discrimination, Employment Litigation, Equal Employment Opportunity Commission (EEOC), Hiring & Firing

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Mike Delikat

Foreign Contractors Face New U.S. DEI Certification Requirements

Foreign companies with U.S. government contracts are facing new scrutiny. Media outlets are reporting that the U.S. Embassy in Paris has ordered dozens of French companies with U.S. government contracts to certify, pursuant to…more

Anti-Discrimination Policies, Certification Requirements, Diversity and Inclusion Standards (D&I), Employment Discrimination, Equal Employment Opportunity Commission (EEOC)

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Karen Dempsey

2024 Proxy Season Considerations: Officer Exculpation for Delaware Corporations

A change to DGCL Section 102(b)(7) that took effect last year permits Delaware corporations to eliminate or limit the personal liability of corporate officers for monetary damages to stockholders for breaches of their fiduciary…more

Corporate Governance, Proxy Advisors, Proxy Season, Proxy Voting Guidelines, Securities and Exchange Commission (SEC)

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Brandon Dias

Inflation Reduction Act Levels Renewable Energy Playing Field for Tax-Exempt Entities

Historically, only taxpaying entities could take advantage of federal tax credits for renewable energy and other qualifying projects. Tax-exempt entities, such as municipal utilities and rural electrical cooperatives, as well as…more

Department of Energy (DOE), Energy Projects, Energy Sector, Inflation Reduction Act (IRA), Investment Tax Credits

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Rebecca Dipple

English High Court Sheds Light on the Scope of an Auditor’s Duty in Ickenham Travel Group Limited v Tiffin Green Limited

The High Court recently dismissed a claim by Ickenham Travel Group Limited (ITG) against its former auditor, Tiffin Green Limited. The decision sheds light on how English courts are likely to approach audit negligence cases…more

Auditors, Audits, Negligence, UK

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Jonathan Direnfeld

FTC Investigations on the Rise: What You Need to Know About FTC CIDs (UPDATE)

This insight was initially published in 2022 and updated in August 2024. The Federal Trade Commission (FTC) has continued to ramp up its investigation and enforcement efforts to address unfair or deceptive acts or practices in…more

Civil Investigation Demand, Cybersecurity, Federal Trade Commission (FTC), FTC Act, Testimony

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ThuyMy Do

Final Regulations Released for the Clean Electricity Low-Income Communities Bonus Credit Program

The U.S. Department of the Treasury and the Internal Revenue Service have published final regulations concerning the low-income communities bonus credit program under Section 48E(h) of the Internal Revenue Code of 1986, as…more

Clean Energy, Energy Sector, Final Rules, Inflation Reduction Act (IRA), Internal Revenue Code (IRC)

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Nicole Dolenz

Innovations in the New 2021 Swiss Rules: How Do They Fare Against the ICC and LCIA Rules?

The Swiss Rules of International Arbitration (hereinafter “Swiss Rules”) apply to all relevant proceedings in which the Notice of Arbitration was filed after 1 June 2021. They replace the 2012 version of the Swiss Rules and…more

Arbitration, Arbitration Agreements, Dispute Resolution, International Arbitration, International Chamber of Commerce (ICC)

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John Donaleski

COVID-19 Update for Energy and Infrastructure Companies and Projects

The new coronavirus (“COVID-19”) pandemic has now impacted nearly every business across the world, and poses numerous issues for companies and projects in the energy and infrastructure sectors, as well as their investors and…more

Construction Project, Coronavirus/COVID-19, Force Majeure Clause, Infrastructure, Material Adverse Effects

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Tori Downey

CFPB Enforcement Power: 3 Trends to Follow

The Consumer Financial Protection Bureau (CFPB) has expanded its oversight of nonbank financial entities (nonbanks) to add to its available regulatory tools in response to the rapid rise of nonbank financial products and…more

Banking Sector, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Dodd-Frank, Enforcement Actions

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Patrick Driscoll

EU Inc. Envisions New Startup Structure

A petition calling for a new pan-European corporate structure for startups has been sent to the EU Commission with 13K+ signatures. “We managed to make this an urgent matter in Brussels,” petition backers said. “Now we need to…more

Early Stage Companies, EU, European Commission, Startups

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Deena Dulgerian

Tiered Dispute Resolution Clauses: Navigating Pitfalls in the U.S. and UK

Parties drafting a contract often see dispute resolution clauses as boilerplate formalities. Other times, a deal team will draft a clause without ever having to experience one tested in anger. A poorly worded clause can…more

Arbitration, Arbitration Agreements, Condition Precedent, Contract Terms, Dispute Resolution

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Daniel Dunne

Reversing Chancery Court, Delaware Supreme Court Holds That Federal Forum Provisions in Delaware Corporate Charters Are Valid

On March 18, 2020, the Supreme Court of Delaware held that the “relatively recent phenomenon” of federal forum provisions (“FFPs”) in Delaware companies’ charters, which mandate that stockholder claims arising under the…more

Cyan Inc v Beaver Cty Emps Ret Fund, Federal Jurisdiction, Forum Selection, Jurisdiction, Securities Act of 1933

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Dr. Oliver Duys, LL.M.

Investments in Germany under COVID 19 – Turning Crises into Opportunity

The COVID-19 pandemic has already been declared as history's gravest economic crisis. Chancellor Angela Merkel described the current situation as "the most challenging crisis we have faced since the Second World War." But…more

Agribusiness, Coronavirus/COVID-19, Critical Infrastructure Sectors, Digital Health, Food Supply

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Edward Dyson

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

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Heather Egan

CFPB Rule Would Affect Data Brokers and More

Over the past several years, data brokers have been subject to increased scrutiny from regulatory and enforcement agencies at both federal and state levels. On Dec. 3, the Consumer Financial Protection Bureau took a significant…more

Consumer Financial Protection Bureau (CFPB), Consumer Reporting Agencies, Data Brokers, Fair Credit Reporting Act (FCRA), Federal Trade Commission (FTC)

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Ellen Ehrenpreis

How to Avoid Immigration-Related Discrimination When Complying with U.S. Export Control Laws in Hiring and Employment Verification

U.S. employers may find it confusing that hiring for certain roles can involve what seem to be competing compliance obligations. On one hand, the Immigration and Nationality Act makes it illegal for employers to make hiring or…more

Department of Justice (DOJ), Employment Authorization Documents (EAD), Export Controls, Foreign Nationals, Form I-9

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Patricia Eichar

California Supreme Court Blocks Sweeping Measure to Limit State and Local Authority to Implement Taxes

The California Supreme Court has blocked Initiative 1935—the so-called “Taxpayer Protection and Government Accountability Act”— from appearing on the November 2024 ballot. The court ruled unanimously that the “measure exceeds…more

CA Supreme Court, California, Legislative Agendas, State Constitutions, State Legislatures

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Elizabeth Elias

CFTC’s Division of Market Oversight Extends Time-Limited No-Action Relief for SEFs from Certain Block Trade Requirements

On November 14, 2017, the U.S. Commodity Futures Trading Commission’s Division (“CFTC“) of Market Oversight extended time-limited no-action relief to swap execution facilities (“SEFs“) from certain requirements under the…more

CFTC, No-Action Relief, Swap Dealers, Swaps

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Peter Elias

Risk and Reward: How Starting Your Business as an LLC Could Impact QSBS Tax Savings

As a founder, deciding whether to organize your business as a corporation or a limited liability company (LLC) is a crucial first step. Corporations are often favored for their ability to attract venture capital and offer…more

Business Entities, Capital Gains, Corporate Taxes, Limited Liability Company (LLC), Qualified Small Business Stock

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John Eliason

Final Regulations Released for the Clean Electricity Low-Income Communities Bonus Credit Program

The U.S. Department of the Treasury and the Internal Revenue Service have published final regulations concerning the low-income communities bonus credit program under Section 48E(h) of the Internal Revenue Code of 1986, as…more

Clean Energy, Energy Sector, Final Rules, Inflation Reduction Act (IRA), Internal Revenue Code (IRC)

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Alexander Elliot

Automated Hiring Tools: Are My Hiring Practices Subject to AI Regulation?

As companies increasingly leverage automated technologies in their recruiting and hiring processes, legislators and regulators are increasingly focused on establishing guardrails to ensure fairness. As a result, companies…more

Algorithms, Artificial Intelligence, Corporate Counsel, Data Privacy, Employment Discrimination

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Siegfried Elsing, Prof. Dr. LL.M.

Arbitrations with Third-Parties: 5 Things to Know About New Rules from the German Arbitration Institution (DIS)

The German Arbitration Institute (DIS) has adopted new rules to involve third parties in arbitration proceedings. The Supplementary Rules for Third-Party Notices (DIS-TPNR) took effect in March. At present, common…more

Arbitration, Arbitration Agreements, Arbitration Awards, Arbitrators, International Arbitration

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Hagit Muriel Elul

Tiered Dispute Resolution Clauses: Navigating Pitfalls in the U.S. and UK

Parties drafting a contract often see dispute resolution clauses as boilerplate formalities. Other times, a deal team will draft a clause without ever having to experience one tested in anger. A poorly worded clause can…more

Arbitration, Arbitration Agreements, Condition Precedent, Contract Terms, Dispute Resolution

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Carsten Engelings

Growth und Hurdle Shares in deutschen Start-ups – Strukturen / Praktische Umsetzung / Empirische Daten

Für deutsche Start-ups sind Growth und Hurdle Shares besonders interessant, um Key Employees und Late Co-Founder zu incentivieren, wenn das Unternehmen bereits einen substantiellen Eigenkapitalwert hat und damit für Gründer und…more

Business Development, Corporate Governance, Cross-Border Transactions, Germany, Innovative Technology

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Alison Epperson

REPORT Act Expands Online Service Provider Obligations Related to Child Sex Abuse Material

President Biden has signed the REPORT Act (S.474) into law, imposing additional obligations on online service providers to report material related to the sexual abuse of children. The REPORT Act: Expands reporting obligations…more

Child Abuse, Internet Service Providers (ISPs), Reporting Requirements, Sexual Abuse

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Lauren Erker

The Revival of Badie Arbitration Suits in Consumer Finance

Bilateral arbitration is under increasing attack. While businesses evaluate whether and how to update their arbitration clauses in light of the U.S. Court of Appeals for the Ninth Circuit's October decision in Heckman v. Live…more

Arbitration, Arbitration Agreements, Binding Arbitration, California, Class Action

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Andrew Erskine

Profiles in Innovation: Inspire’s Founder on Creating Alignment between Consumers, the Company, and the Planet

For years, we’ve heard about the utility of the future, a consumer-centric company that lets consumers “stream” clean energy into their homes as easily as they stream movies to their TVs…more

Infrastructure, Innovation, Investment Opportunities, Renewable Energy, Solar Energy

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Shari Esfahani

FDA Proposes Draft Guidance on Assessing the Credibility of AI Models Used in Drug and Biological Product Submissions

The FDA has shared its first draft guidance on how sponsors should assess the credibility of artificial intelligence (AI) models to support FDA decisions regarding drug safety, effectiveness or quality. The agency noted an…more

Artificial Intelligence, Draft Guidance, Food and Drug Administration (FDA), Life Sciences, Machine Learning

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Jamie Evans

SEC Expands Confidential Registration Statement Filing Process

The SEC announced that companies can now submit registration statements for confidential review before public filing in connection with most registered offerings. This expansion builds on the confidential filing process that…more

Capital Formation, Capital Markets, Disclosure Requirements, Filing Requirements, Financial Reporting

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Rebecca Evans

The Download: Do I need to make money to go public?

01 Do I need to make money to go public?02 A new M&A playbook in the age of AI03 Cyber enforcement forecast post-SolarWinds decision04 Cyber diligence for IPOs with Kroll’s CISO05 The Download Quiz: Venture capital trends from…more

Chief Information Security Officer (CISO), Cyber Attacks, Cybersecurity, Initial Public Offering (IPO), Investors

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Julia Fabian

U.S., EU, and UK Price Cap Sanctions Prohibiting Services for Maritime Transport of Russian Petroleum Products

Effective February 5, 2023, a coalition of G7 countries, Australia, and the European Union have generally forbidden service providers to provide certain services relating to the maritime transport of certain Russia-origin…more

Energy Sector, Foreign Policy, Foreign Relations, Office of Foreign Assets Control (OFAC), Oil & Gas

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Craig Falls

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

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Niki Fang

EDGAR Next: What Filers Should Know

On September 27, 2024, the SEC adopted new rules, called “EDGAR Next,” to enhance the security of the EDGAR system. Action to comply with EDGAR Next is required of every entity and individual that currently makes EDGAR filings…more

Corporate Governance, EDGAR, Filing Deadlines, Filing Requirements, New Rules

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Nicholas Farnsworth

Automated Hiring Tools: Are My Hiring Practices Subject to AI Regulation?

As companies increasingly leverage automated technologies in their recruiting and hiring processes, legislators and regulators are increasingly focused on establishing guardrails to ensure fairness. As a result, companies…more

Algorithms, Artificial Intelligence, Corporate Counsel, Data Privacy, Employment Discrimination

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Diana Szego Fassbender

FRE 404(b) and Trade Secrets Disputes: To Admit or Deny?

In a recent decision, an Eastern District of Texas court conducted an analysis under Federal Rule of Evidence Rule 404(b) outside the criminal context to allow evidence of “other acts” in a trade secrets litigation. The…more

Evidence, Federal Rules of Evidence, Intellectual Property Litigation, Intellectual Property Protection, Trade Secrets

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Dr. Karsten Faulhaber

Climate Change Litigation on the Rise

The recent decision of the European Court of Human Rights (ECtHR) in the matter Verein Klimaseniorinnen and others v. Switzerland has attracted significant media interest. The judges found that Switzerland had not fulfilled its…more

Arbitration, Carbon Emissions, Climate Change, EU, European Court of Human Rights

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Matthew Fechik

Fifth Circuit Vacates SEC’s Private Fund Advisers Rule

The Fifth Circuit Court of Appeals has vacated a Securities and Exchange Commission rule that represented one of the most significant changes to regulating private funds and private fund advisers since 2010…more

Broker-Dealer, Investment Adviser, Investors, Private Funds, Securities and Exchange Commission (SEC)

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Debra Felder

Distressed Download - July 2015

First Circuit Rules Bankruptcy Code Preempts Puerto Rico's Recovery Act - On Monday, July 6, the Court of Appeals for the First Circuit affirmed the February 6, 2015 order and injunction of the Puerto Rico District Court…more

Attorney's Fees, Bankruptcy Code, Bonds, Capital Controls, Distressed Debt

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Patrick Ferguson

California Battery Fires: Mitigating Commercial Risks in BESS Transactions

Battery energy storage systems (BESS) are an essential component of California’s leading energy transition strategy, enabling the state to integrate renewable energy production, stabilize the grid and ensure a reliable energy…more

Batteries, California, Clean Energy, Contract Terms, Energy Projects

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Donald Field

FPPC Puts Focus on Public Agency Bond Issue Mailers

Public agencies considering bond campaigns in California should take note of a recent stipulation involving information that agencies sometimes share with voters before bond referendums. The California Fair Political Practices…more

California, Fair Political Practices Commission (FPPC), Political Campaigns, Public Agencies

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Brad Fischer

Gaming & Gambling Update - Week of March 24, 2025

Kalshi's sports betting prediction market, in partnership with Robinhood, has seen significant success, reporting $249 million in contracts during the first two rounds of the NCAA College Basketball Tournament. Kalshi's activity…more

CFTC, Gambling, NCAA, Proposed Legislation, Regulatory Oversight

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Jason Flaherty

Annual Reporting Requirements for Incentive Stock Options and Employee Stock Purchase Plans - January 2024

Requirement to Report For (1) any exercise of an incentive stock option (ISO) during 2023 or (2) transfer during 2023 of a share previously purchased pursuant to a tax-qualified employee stock purchase plan (ESPP), the Internal…more

Annual Reports, Employee Benefits, Employee Stock Purchase Plans, Incentive Stock Options, IRS

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Haley Flora

Navigating the California AI Transparency Act: New Contract Requirements

Companies that create or produce a generative AI system with more than 1 million monthly users face new contracting requirements intended to help California users identify AI-generated content. On September 1, 2024, California…more

Artificial Intelligence, California, Contract Terms, Data Privacy, Disclosure Requirements

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William Foley

Just a SEC – Agency Adopts New Rules Impacting Pay Equity Shareholder Proposals

On September 23, 2020 the Securities and Exchange Commission (“SEC”) adopted amendments to 17 C.F.R. § 240.14a-8 (“Rule 14a-8”), raising the bar for shareholders seeking to force votes on proposals. The rule comes on the heels…more

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

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Simon Folley

Economic Crime (Transparency and Enforcement) Act 2022 – Implications for Property Transactions

The Economic Crime (Transparency and Enforcement) Act 2022 (the "Act") received royal assent on 15 March 2022 and key aspects of the Act summarised below came into force in the UK on 1 August 2022. The aim of the Act is to…more

Disclosure Requirements, Public Disclosure, Real Estate Investments, Real Estate Transactions, Supply Chain

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Michaela Frai

Proposed HIPAA Security Rule Update: What It Means for Cybersecurity in Health Care

Recently, the Department of Health and Human Services’ Office for Civil Rights (OCR) issued a notice of proposed rulemaking (NPRM) to update the Health Insurance Portability and Accountability Act (HIPAA) Security Rule—the first…more

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

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Lauren Frank

CFPB Finalizes Small Business Lending Data Collection Rule

On March 30, 2023, the Consumer Financial Protection Bureau (CFPB) released its final rule implementing Section 1071 of the Dodd-Frank Act, which will require financial institutions to collect and provide to the bureau data on…more

Consumer Financial Protection Bureau (CFPB), Dodd-Frank, Final Rules, Financial Institutions, Financial Services Industry

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Victoria Freitag

The Community Reinvestment Act: 9 Things Financial Institutions Should Know About a New Regulatory Framework

The Fed, FDIC, and OCC have extensively revised rules implementing the Community Reinvestment Act (CRA), a 1977 law to encourage banks to help meet the credit needs of their communities, especially in low- and moderate-income…more

Banking Sector, Banks, Community Reinvestment Act, FDIC, Financial Institutions

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David Fuad

How Can Emerging Tech Companies Build a Business to Avoid Litigation?

Disputes with vendors, business partners, customers and employees are inevitable. However, they are not top of mind when an emerging tech company has its sights set on growth. Many contentious issues can be avoided or reduced…more

Arbitration, Contract Drafting, Dispute Resolution, Technology Sector, Terms and Conditions

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Naoyuki Fukuda

Japan Renewables Alert 69

Outlook for Japan’s VREs and Storage in 2025 Japan's energy market is experiencing significant growth with the formation of many corporate PPA projects and the development of numerous battery storage projects. Amidst this…more

Clean Energy, Energy Policy, Energy Projects, Energy Storage, Offshore Wind

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Sulina Gabale

New AI Litigation for Using Driver’s Licenses and ID Cards as Training Data

New privacy class action litigation in Illinois and a number of other states is targeting organizations that use driver’s license and state ID card information to train AI models. Most of the suits cite the Illinois Driver’s…more

Artificial Intelligence, Data Privacy, Innovative Technology, Machine Learning, Technology Sector

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Sara Gates

Time to Review D&O Liability Protections in Distressed Private Companies

The COVID-19 pandemic is testing the oversight and management skills of directors and officers (“D&Os”) of all businesses, especially lean private companies…more

Board of Directors, Business Losses, Corporate Officers, D&O Insurance, Fiduciary Duty

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Magda Gathani

Corporate Transparency Act Beneficial Reporting Back in Effect – Stay Tuned

The Corporate Transparency Act (CTA) is back in effect − at least for now − and companies covered by the CTA are once again required to file beneficial ownership information (BOI) reports with FinCEN. On February 17, 2025, in…more

Appeals, Beneficial Owner, Constitutional Challenges, Corporate Transparency Act, Filing Deadlines

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Elizabeth Gavin

Founder Series: Top Tips to Follow When Flipping to a Delaware Corporation

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Business Development, Business Entities, Business Formation, Business Ownership, Business Plans

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Matthew Gemello

Observations on Atlassian’s Proposed Model Term Sheet

Earlier this week, Atlassian published its form acquisition letter of intent under the banner of The M&A Process is Broken: It’s outdated, inefficient and combative. …more

Acquisition Agreements, Contract Formation, Contract Negotiations, Letters of Intent, Pre-Closing Issues

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John Giansello

Checklist for Strengthening Your Defenses to 401k Plan Class Actions

The last ten years have seen a proliferation of high-profile class actions alleging breach of ERISA fiduciary duties of prudence and loyalty against plan fiduciaries. The claims are usually based upon alleged excessive…more

401k, Breach of Duty, Class Action, Daubert Standards, Defense Strategies

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Louise Gibbons

Navigating Renewable Energy Projects in the Trump Era: Tariffs, Taxes, and Commercial Strategies

Trump’s second term is expected to potentially disrupt the Inflation Reduction Act (IRA) and impose sweeping tariffs and other import restrictions. The impacts on the supply chain and tax credits may raise procurement costs and…more

CFIUS, Energy Projects, Energy Sector, Imports, Inflation Reduction Act (IRA)

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Harriet Gibson

Founder Series: Navigating Shareholder Disputes in the UK

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Board of Directors, Corporate Governance, Shareholders, Startups

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Allison Riechert Giese

AB 5 and AB 71: CA Legislature Dukes It Out Over Dynamex and Borello

The battle between Dynamex and Borello continues. Two competing bills – Assembly Bill 5 (“AB 5”) and Assembly Bill 71 (“AB 71”) – each seek to codify the respective worker classification tests…more

ABC Test, Employer Liability Issues, Independent Contractors, Misclassification, Wage and Hour

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David Gindler

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

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Justin Giovannettone

DOJ Updates Its Approach to Encourage Voluntary Self-Disclosures of Export Control and Sanctions Violations

On December 13, 2019, the National Security Division (“NSD”) of the U.S. Department of Justice (“DOJ”) released a revised enforcement policy (“the Policy”) meant to encourage companies to voluntarily self-disclose potentially…more

Corporate Counsel, Department of Justice (DOJ), Enforcement Actions, Export Controls, FCPA Corporate Enforcement Policy (CEP)

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Preetha Gist

Newly Formed Bridge Bank for SVB – Some Practical Implications

On Monday, March 13, 2023, the Federal Deposit Insurance Corporation (“FDIC”) transferred all deposits and substantially all the assets of Silicon Valley Bank (“SVB”), formerly a California state chartered bank that was taken…more

Banking Sector, Deposit Insurance, Depository Institutions, FDIC, Financial Crisis

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Daniela Glaser

Developing and Patenting AI Inventions: 5 Things for Biotech Companies to Consider

As AI tools become more prevalent in the life sciences, biotechnology companies need to evaluate AI’s impact on their ability to protect the results of their research. Recent U.S. Patent and Trademark Office (PTO) guidance can…more

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

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Darrin Glymph

SEC to Charter Schools: Use Registered Municipal Advisors

The SEC is reminding charter schools to seek advice on municipal securities only from registered municipal advisors. A bulletin from the SEC’s Office of Municipal Securities and Division of Enforcement’s Public Finance Abuse…more

Borrowers, Charter Schools, Municipal Securities Issuers, Securities and Exchange Commission (SEC)

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Douglas Goe

U.S. Supreme Court Decision in Espinoza v. Montana Department of Revenue Confirms Availability of Municipal Bond Financing for Religious Organizations

Historically, the ability of a governmental conduit issuer to issue bonds to facilitate a financing for a religious organization or a religiously affiliated school, university, senior housing facility or other nonprofit…more

Compelling Governmental Interest, Constitutional Challenges, Espinoza v Montana Department of Revenue, Establishment Clause, Free Exercise Clause

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Kim Goldberg

Litigation Finance: Questions Companies Should Consider in Deciding Whether to Pursue Litigation Financing

Litigation finance is a growing industry. Increasing awareness of the ability to finance lawsuits is changing claimants’ analysis of when to bring claims and how to fund their businesses while they do. In deciding whether to…more

Client Services, Litigation Fees & Costs, Litigation Funding, Third Party Funding

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Samantha Goldberg-Seder

Massachusetts Adopts Law to Regulate Domestic Money Transmission

Massachusetts H4840 requires a license for anyone who transmits money or holds itself out as providing money transmission services, expanding an existing licensing requirement covering only foreign remittance transactions. The…more

Bonds, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Financial Regulatory Reform, Financial Services Industry

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Beth Goldman

Ten Facts about the USPTO’s New Expungement and Reexamination Proceedings

As 2021 drew to a close, the United States Patent and Trademark Office (USPTO) introduced two new procedures pursuant to the Trademark Modernization Act of 2020 (the “Act”), providing new, streamlined avenues to seek…more

Expungement, Trademark Application, Trademark Cancellation, Trademark Modernization Act (TMA), Trademark Trial and Appeal Board

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Liz Goldstein

Executive Orders and Presidential Memoranda Focus on U.S. Energy Sector

President Trump issued several Executive Orders and Presidential Memoranda on January 20, 2025, that will have a significant impact on the United States energy sector. Select Executive Orders and Presidential Memoranda are…more

Clean Water Act, Department of Energy (DOE), Energy Sector, Environmental Policies, Environmental Protection Agency (EPA)

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Howard Goldwasser

Recent Amendments to the Volcker Rule Will Benefit CLOs and the Banks That Invest in Them

There is some (at least regulatory) good news for CLOs this summer. In late June, the Federal Reserve Board, the Treasury Department, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the…more

Bank Notes, CFTC, Collateralized Loan Obligations, Debt Securities, FDIC

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Hayden Goudy

The New CDP Reporting Process: Key Changes, Insights and Action Items

The 2024 CDP questionnaire has a significantly revised scope and structure, including an integrated questionnaire addressing climate, forests, water security, biodiversity and plastics. The 2024 CDP questionnaire will…more

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

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Peter Graham

First Lawsuit Filed Under Washington’s My Health My Data Act

On February 10, 2025, a Washington state resident filed a lawsuit on behalf of herself and similarly situated individuals against Amazon under the Washington My Health My Data Act (MHMD). This is the first lawsuit brought under…more

Biometric Information, Class Action, Consent, Consumer Privacy Rights, Consumer Protection Laws

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Kayla Grant

NYISO and ISO-NE Prepare for Potential Import Tariffs on Electric Energy

On February 28, 2025, the New York Independent System Operator, Inc. (NYISO) and ISO New England, Inc. (ISO-NE) submitted proposed revisions to their respective wholesale market tariffs to the Federal Energy Regulatory…more

Canada, Electricity, Energy Policy, Energy Sector, Executive Orders

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Dr. Sven Greulich, LL.M. , EMBA

Some Empirical Data on Growth Shares in German Start-ups

In our most recent edition of the OLNS, we shared findings of an empirical study of Growth Share programs in German start-ups. In this Snapshot, we summarize some of the highlights of our little analysis. The Analyzed Data Set,…more

Business Entities, Corporate Governance, Financing, Germany, Investment

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Rebecca Grevitt

Five Things to Know about Green Hydrogen

Green hydrogen is increasingly viewed as the key to decarbonising hard-to-electrify sectors such as transportation and heavy industry. With governments announcing ambitious hydrogen policies as part of their net zero ambitions,…more

Clean Energy, Electricity, Energy Projects, Energy Sector, Environmental Social & Governance (ESG)

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Chris Grew

Deal Flow 5.0: 5 Things We Learned About European Tech Deal Terms in 2024

In 2024, despite political and regulatory challenges, Europe's talent pool reached new heights, even amid funding shortages. Venture capital investment in European startups reached over $52B last year, aligning with the market's…more

Capital Markets, EU, Financial Markets, Financial Services Industry, FinTech

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Gregg Griner

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

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Franziska Gräfin Grote LL.M.

Arbitrations with Third-Parties: 5 Things to Know About New Rules from the German Arbitration Institution (DIS)

The German Arbitration Institute (DIS) has adopted new rules to involve third parties in arbitration proceedings. The Supplementary Rules for Third-Party Notices (DIS-TPNR) took effect in March. At present, common…more

Arbitration, Arbitration Agreements, Arbitration Awards, Arbitrators, International Arbitration

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Anik Guha

Profiles in Innovation: GoldieBlox Founder on "Reinventing Girlhood" through Engineering-Inspired Toys

If stubborn conviction is the hallmark of a successful entrepreneur, then Debbie Sterling is destined for greatness. As she builds a multimedia empire aimed at “reinventing girlhood as we know it,” she’s been paving her own way…more

Children's Toys, Controlling Person, Corporate Governance, Innovation, Retail Market

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Lauren Guilford

Annual Reporting Requirements for Incentive Stock Options and Employee Stock Purchase Plans - January 2025

Annual Information Statements and IRS Returns Requirement to Report For (1) any exercise of an incentive stock option (ISO) during 2024 or (2) transfer during 2024 of a share previously purchased pursuant to a tax-qualified…more

Employee Benefits, Incentive Stock Options, Income Taxes, Internal Revenue Code (IRC), IRS

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Emin Guseynov

A “Trap Door” Intact: Fixing the J.Crew Blocker

More than three years have passed since J.Crew’s infamous “trap door” maneuver. Faced with a mounting debt burden, J.Crew utilized multiple baskets in its credit facility to reallocate its core property – its J.Crew…more

Credit Facilities, Debtors, Intellectual Property Protection, IP Portfolio, J Crew

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Jonathan Guy

PG&E Bankruptcy FAQs for PPA Holders

When and where is PG&E expected to file for bankruptcy? Currently, PG&E is expected to file for bankruptcy on January 29, 2019, likely in the United States Bankruptcy Court for the Northern District of California in San…more

Commercial Bankruptcy, Investment, PG&E, Power Purchase Agreements, Renewable Energy

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William Haft

Newly Formed Bridge Bank for SVB – Some Practical Implications

On Monday, March 13, 2023, the Federal Deposit Insurance Corporation (“FDIC”) transferred all deposits and substantially all the assets of Silicon Valley Bank (“SVB”), formerly a California state chartered bank that was taken…more

Banking Sector, Deposit Insurance, Depository Institutions, FDIC, Financial Crisis

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Jackson Hagen

The New Investigatory Environment for Workplace Messaging Apps

Republished with Permission The incoming Trump administration and Republican majorities in Congress are poised to open a variety of investigations after they take power. Those investigations will most likely follow the recent…more

Department of Justice (DOJ), Department of Labor (DOL), Employer Liability Issues, Federal Trade Commission (FTC), Mobile Apps

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Ashley Halvorsen

CFPB Proposes Mortgage Servicing Changes to Prevent Wave of COVID-19 Foreclosures

On April 5, the Consumer Financial Protection Bureau (CFPB) proposed rule changes intended to prevent avoidable foreclosures as emergency federal foreclosure protections put in place due to the global pandemic expire. The rules…more

Borrowers, Consumer Financial Protection Bureau (CFPB), Financial Institutions, Foreclosure, Mortgage Lenders

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David Hamala

Legal Ninja Snapshot: Technology Transfers: How much should a University hold in its (University) IP-based Spin-Outs?

UK Research and Innovation (UKRI) has recently published a list of UK universities that have voluntarily adopted certain (supposedly) best practice policies for deal terms of research transfers to start-ups (we simply refer to…more

Best Practices, Germany, Innovation, Research and Development, UK

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Heather Hanlon

Monthly Highlights – UK Employment Law – October 2024

In this month’s instalment, our team summarises the main changes proposed under the Government’s recently published Employment Rights Bill and their wider implications. ALL CHANGE…? The Labour government has unveiled the…more

Employer Liability Issues, Hiring & Firing, International Labor Laws, UK, Unfair Dismissal

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Odey Hardan

NIS2: Where do European Countries Stand on Implementing Cybersecurity Strategies?

Country Status Legislation* Commentary Austria Available here Austria has submitted the “Network and Information Security Act” for Parliament’s consideration. It is anticipated that the “Network and Information Security Act”…more

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

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James Hargrove

English Arbitration Act 2025 – Bill Becomes Law

The long-awaited Arbitration Act 2025 (the “2025 Act”) finally received Royal Assent on 24 February 2025, paving the way for significant refinement of the Arbitration Act 1996 (the “1996 Act”) and the conduct of arbitration in…more

Arbitration, Arbitration Agreements, Arbitration Awards, Arbitrators, Dispute Resolution

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Elizabeth Harris

Letting Go of Ex-US PEO/EOR Workers? 7 Planning Steps That Can Help Manage & Mitigate Risk

In recent years, strong economies across the globe led to substantial growth in opportunities for many companies, who increased headcount accordingly to meet new needs. As demand has slowed recently in some industries, many of…more

At-Will Employment, Employer Liability Issues, Employment Policies, Hiring & Firing, Labor Regulations

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Adele Harrison

Cyber and Data Security: Personal Liability for C-suite Executives

Cyber security and data protection issues continue to occupy an important place within corporate governance. At the same time, there is an increasing trend towards individual culpability for senior managers and C-suite…more

Compliance, Corporate Governance, Cybersecurity, Data Privacy, Data Protection

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John Harrison

OLNS#11 – Bridging the Pond – U.S. Venture Capital Deals from a German Market Perspective

In substantially all the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one of the top tech law firms in the world, we…more

Capital Raising, Investment, Investors, Private Equity, Startups

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Kristy Hart

UK Founder Series: Flip Back from the U.S. – Key U.S. Tax Considerations

Orrick's UK Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Acquisitions, Corporate Taxes, Double Taxation, Foreign Investment, Internal Revenue Code (IRC)

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Daniel Healow

The EU AI Act: Application to Open-Source Projects

This update is part of our EU AI Act Series. Learn more about the EU AI Act here. The EU AI Act only regulates certain covered AI-related technologies — AI systems and General-Purpose AI Models (GPAIMs)…more

Artificial Intelligence, EU, Machine Learning, Open Source Software, Technology Sector

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Jacob Heath

U.S. Supreme Court’s Take on Section 230: What it Means for Online Platforms – and What’s Next

The U.S. Supreme Court decided two cases recently that left untouched Section 230 of the Communications Decency Act, which provides online platforms immunity from claims based on content that their users create and share on…more

Communications Decency Act, Corporate Counsel, Online Platforms, SCOTUS, Section 230

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Eileen Heitzler

U.S. Supreme Court Decision in Espinoza v. Montana Department of Revenue Confirms Availability of Municipal Bond Financing for Religious Organizations

Historically, the ability of a governmental conduit issuer to issue bonds to facilitate a financing for a religious organization or a religiously affiliated school, university, senior housing facility or other nonprofit…more

Compelling Governmental Interest, Constitutional Challenges, Espinoza v Montana Department of Revenue, Establishment Clause, Free Exercise Clause

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Dolph Hellman

SEC Issues Guidance on Use of Minimum Investment Amounts for Verifying Accredited Investor Status Under Rule 506(c)

On March 12, 2025, the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued a no-action letter in response to a request seeking interpretative guidance on verifying accredited investor status in…more

Accredited Investors, Capital Markets, Investment, Investors, Regulation D

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Robyn Helmlinger

SEC Proposes New Guidance on Role of Municipal Advisers in Private Placements

In response to the proliferation of direct placements of municipal securities with financial institutions over the past decade, the Securities and Exchange Commission (SEC) has proposed a regulatory change to clarify the role…more

Comment Period, Dodd-Frank, Exemptions, Fiduciary Duty, MSRB

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Meg Hennessey

REPORT Act Expands Online Service Provider Obligations Related to Child Sex Abuse Material

President Biden has signed the REPORT Act (S.474) into law, imposing additional obligations on online service providers to report material related to the sexual abuse of children. The REPORT Act: Expands reporting obligations…more

Child Abuse, Internet Service Providers (ISPs), Reporting Requirements, Sexual Abuse

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K. Patrick Herman

Supreme Court Preserves IPR But Dictates Changes – Director Iancu Has Many Options To Consider

On April 24, 2018 the Supreme Court issued two decisions that preserve Inter Partes Review ("IPR") but dictate changes to IPR procedures. The Court, however, left room for Director Iancu to consider many options to implement…more

Article III, Constitutional Challenges, Due Process, Inter Partes Review (IPR) Proceeding, Oil States Energy Services v Greene's Energy Group

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Jeffery Hermann

Distressed Download - March 2015

What Happens in Delaware Does Not Always Stay in Delaware: Caesars Victorious in Venue Battle - On Wednesday, January 28, the Bankruptcy Court for the District of Delaware transferred venue for the involuntary bankruptcy of…more

Bankruptcy Court, Bankruptcy Preferences, Chapter 11, Chapter 9, Commercial Bankruptcy

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Lynne Hermle

5 Ways California Employers Can Stay Ahead of the Next Problem

Things move incredibly fast in today’s market, and with the pace of business and the occasional crisis, it’s hard to stay on top of employment compliance best practices. Based on what we’re seeing across a broad set of public…more

Corporate Counsel, Employer Liability Issues, Employment Policies, Minimum Wage, Non-Compete Agreements

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Joanna Hernandez

Agencies Propose Rule to Update Calculation of Derivative Contract Exposure Amounts Under Regulatory Capital Rules

On October 30, the Federal Reserve Board, the Federal Depository Insurance Corporation and the Office of the Comptroller of the Currency (collectively, the “Agencies“) proposed changes to their standards for how large federal…more

Derivatives, FDIC, Federal Reserve, OCC

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Lauren Herrera

FPPC Puts Focus on Public Agency Bond Issue Mailers

Public agencies considering bond campaigns in California should take note of a recent stipulation involving information that agencies sometimes share with voters before bond referendums. The California Fair Political Practices…more

California, Fair Political Practices Commission (FPPC), Political Campaigns, Public Agencies

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Hanna Hewitt

NIS2: Where do European Countries Stand on Implementing Cybersecurity Strategies?

Country Status Legislation* Commentary Austria Available here Austria has submitted the “Network and Information Security Act” for Parliament’s consideration. It is anticipated that the “Network and Information Security Act”…more

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

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Christopher Higgins

COVID19 IP Update: Can 3D Printing Be the Solution to the Medical Supply Shortage?

As the pandemic worsens, more and more hospitals and medical providers are experiencing shortfalls of critical supplies, including ventilators, face shields, and masks. Those with 3D printers and idle manufacturing centers are…more

3D Printing, Damages, Defense Production Act, Immunity, Injunctive Relief

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Teresa Hill

Navigating Renewable Energy Projects in the Trump Era: Tariffs, Taxes, and Commercial Strategies

Trump’s second term is expected to potentially disrupt the Inflation Reduction Act (IRA) and impose sweeping tariffs and other import restrictions. The impacts on the supply chain and tax credits may raise procurement costs and…more

CFIUS, Energy Projects, Energy Sector, Imports, Inflation Reduction Act (IRA)

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Austin Himes

Executive Orders and Presidential Memoranda Focus on U.S. Energy Sector

President Trump issued several Executive Orders and Presidential Memoranda on January 20, 2025, that will have a significant impact on the United States energy sector. Select Executive Orders and Presidential Memoranda are…more

Clean Water Act, Department of Energy (DOE), Energy Sector, Environmental Policies, Environmental Protection Agency (EPA)

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Lana Le Hir

Voluntary Carbon Markets Joint Policy Statement and Principles

A group of U.S. federal departments and offices, including the White House, the U.S. Department of the Treasury, the U.S. Department of Energy and the U.S. Department of Agriculture has released the Voluntary Carbon Markets…more

Carbon Emissions, Department of Energy (DOE), Energy Sector, Greenhouse Gas Emissions, U.S. Treasury

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Lynne Hirata

Israel-Hamas War: SEC Disclosure and Governance Considerations

The Hamas terrorist attacks in Israel on October 7th and the Israel-Hamas War have had devastating impacts and threaten to destabilize the region, creating a number of challenges for a wide range of companies. Public companies…more

Corporate Governance, Disclosure Requirements, Form 10-K, Form 10-Q, Form 8-K

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Ned Hirschfeld

States Seek to Invalidate The OCC True Lender Rule

Recently, seven states (New York, California, Colorado, Massachusetts, New Jersey, Minnesota, and North Carolina) and the District of Columbia filed suit in the Southern District of New York against the Office of the Comptroller…more

Consumer Financial Products, Financial Regulatory Reform, Financial Services Industry, FinTech, Madden v Midland Funding

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J.T. Ho

Fifth Circuit Strikes Down Nasdaq Board Diversity Rules

The U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity rules. Consequently, Nasdaq-listed companies are no longer required to satisfy Nasdaq’s “comply or explain” director…more

Board of Directors, Corporate Governance, Disclosure Requirements, Diversity, Glass Lewis

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Necia Hobbes

In Good News For Employers And DEI Programs, The U.S. Supreme Court Requires Title VII Discrimination Plaintiffs To Show Workplace-Related Harm

The U. S. Supreme Court has clarified that a plaintiff must show harm in addition to improper discriminatory intent when bringing a change-of-terms-or-conditions-of-employment claim under Title VII’s anti-discrimination…more

Employer Liability Issues, Employment Discrimination, Employment Litigation, Sex Discrimination, Title VII

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Katherine Hogan

Annual Reporting Requirements for Incentive Stock Options and Employee Stock Purchase Plans - January 2025

Annual Information Statements and IRS Returns Requirement to Report For (1) any exercise of an incentive stock option (ISO) during 2024 or (2) transfer during 2024 of a share previously purchased pursuant to a tax-qualified…more

Employee Benefits, Incentive Stock Options, Income Taxes, Internal Revenue Code (IRC), IRS

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Evan Hollander

Newly Formed Bridge Bank for SVB – Some Practical Implications

On Monday, March 13, 2023, the Federal Deposit Insurance Corporation (“FDIC”) transferred all deposits and substantially all the assets of Silicon Valley Bank (“SVB”), formerly a California state chartered bank that was taken…more

Banking Sector, Deposit Insurance, Depository Institutions, FDIC, Financial Crisis

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Marcus Holmstroem

COVID-19 UK: Litigation – Force majeure and frustration under English law – Update

As the impact of the COVID-19 pandemic continues to be felt across all jurisdictions and sectors, companies are considering their options should they find themselves unable to perform their contracts…more

Business Litigation, Commercial Contracts, Contract Terms, Coronavirus/COVID-19, Force Majeure Clause

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Viv Holyoake

Founder Series: The Role of a Company Secretary in Your Startup's Success

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Shareholders, Startups, UK, Venture Capital

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Dr. Timo Holzborn

California Legislature Passes AB 979 Requiring Public Companies to Add Directors From Underrepresented Communities

On August 31, 2020, the California State Assembly Banking and Finance Committee voted to give final legislative approval to Assembly Bill 979 (AB 979), allowing it to move forward to Governor Newsom for signature or veto on or…more

Board Members, Board of Directors, Corporate Counsel, Diversity, Legislative Agendas

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Nicholas Horton

Catching Up with the Times: DOL Issues Final Rule Simplifying Retail Exemption Under the FLSA

As we recently reported, the DOL promulgated three new final rules regarding wage and hour issues last month. One of these rules brings a much-needed dose of clarity for certain employers on an unusually thorny issue: what…more

Department of Labor (DOL), Fair Labor Standards Act (FLSA), Over-Time, Retailers, Wage and Hour

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Martin Howard

FHFA Request for Input on Single-Family Credit Risk Transfer – Certain Salient Matters

In its request for input on single-family credit risk transfer RFI, FHFA expresses a strong preference for large, economically efficient, repeatable transactions, as well as programs that create a level playing field for both…more

Banking Sector, Comment Period, FHFA, Mortgage Loan Originators, Mortgages

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Alice Hsu

SEC Final SPAC Rules: Key Takeaways

The Securities and Exchange Commission (the “SEC”) has finalized its long-awaited rules regarding special purpose acquisition companies (“SPAC”). So, what are the key aspects of these rules that SPAC market participants should…more

Disclosure Requirements, Final Rules, Initial Public Offering (IPO), Investment Company Act of 1940, Securities Act of 1933

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Johannes Hsu

Supreme Court Preserves IPR But Dictates Changes – Director Iancu Has Many Options To Consider

On April 24, 2018 the Supreme Court issued two decisions that preserve Inter Partes Review ("IPR") but dictate changes to IPR procedures. The Court, however, left room for Director Iancu to consider many options to implement…more

Article III, Constitutional Challenges, Due Process, Inter Partes Review (IPR) Proceeding, Oil States Energy Services v Greene's Energy Group

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Mimiao Hu

China Eases Requirements for Cross-Border Data Transfers

In this Essential Guide, part of Orrick’s Cybersecurity & Privacy Compass Series, we offer insights into the Cyberspace Administration of China's (CAC) new rules and requirements for cross-border data transfers. The…more

China, Cross-Border, Cybersecurity, Data Protection, Data Security

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Kane Huang

Employers’ Options after the Declaration of State of Emergency in Japan (Japanese)

On April 7, Japan declared a state of emergency covering the seven prefectures of Tokyo, Kanagawa, Saitama, Chiba, Osaka, Hyogo and Fukuoka, effective immediately and lasting through May 6…more

Coronavirus/COVID-19, Japan, Public Health, State of Emergency, Temporary Layoffs

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Patrick Hubert

Horizontal Cooperation Agreements – New EU Regulations and Guidelines

On 1 June 2023, the European Commission has announced the adoption of updated Horizontal Block Exemption Regulations on Research and Development (R&D) and Specialization agreements (HBERs) and revised Horizontal Guidelines…more

Competition, Cooperation Agreement, Corporate Counsel, EU, European Commission

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Zachary Huey

California Requires Large Companies to Disclose Certain Climate Change-Related Information

Starting in 2026, large companies doing business in California need to comply with new climate change-related disclosure requirements described in two separate bills (S.B. 253 - Climate Corporate Data Accountability Act (CCDAA)…more

Carbon Emissions, Climate Change, Disclosure Requirements, Greenhouse Gas Emissions

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Bill Hughes

A Conversation with Evercore on the Market Outlook

01 A conversation with Evercore on the market outlook 02 Will there be an alternative path to public? 03 What’s ahead for tech and life sciences IPOs? 04 The Download Quiz: Venture Capital Trends / 01A CONVERSATION WITH…more

Artificial Intelligence, Capital Markets, Early Stage Companies, Initial Public Offering (IPO), Life Sciences

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Gregory Hume

Tariffs Loom for Imports of Semiconductor and Pharmaceutical Products and Critical Minerals as Trump Administration Initiates National Security Probes

The Trump administration is pursuing additional national security investigations that will likely lead to tariffs on imports of semiconductors, semiconductor manufacturing equipment (“SME”), and derivative articles,…more

Executive Orders, Imports, National Security, Pharmaceutical Industry, Section 232

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Anna Humphrey

Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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Annette Hurst

Generative AI Growth Demands New and Updated Company Policies. The Gen AI Policy Builder Can Help

Whether a company formally allows it, more employees are using generative AI (Gen AI) tools for everyday tasks at work. Companies cannot simply rely on legacy internal policies and practices to address the risks Gen AI tools…more

Algorithms, Artificial Intelligence, Innovative Technology, Machine Learning

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Hayley Hurst

Trade Mark Information Leaflet

A trade mark is a sign which can distinguish your goods and services from those of another company. Trade marks can be words or logos or a combination of the two. The sign needs to be able to be represented graphically…more

EU, European Union Trade Mark (EUTM), Intellectual Property Protection, Trademark Application, Trademark Registration

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Benjamin Hutten

Updated Beneficial Ownership Reporting Rules: All U.S. Companies Are Exempt; Only Foreign Companies Must Report

On March 21, 2025, the Financial Crimes Enforcement Network of the U.S. Treasury Department (“FinCEN”) narrowed the scope of the beneficial ownership information (“BOI”) filing requirement under the Corporate Transparency Act to…more

Beneficial Owner, Business Entities, Corporate Transparency Act, Filing Deadlines, Final Rules

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Soo Hwang

Fifth Circuit Strikes Down Nasdaq Board Diversity Rules

The U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity rules. Consequently, Nasdaq-listed companies are no longer required to satisfy Nasdaq’s “comply or explain” director…more

Board of Directors, Corporate Governance, Disclosure Requirements, Diversity, Glass Lewis

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Sunny Hwang

They Did It for the Gram: SEC and Telegram File Dueling Expert Reports

The battle in federal court between the SEC and Telegram continues to progress at breakneck speed. The SEC commenced its action less than four months ago, on October 11, 2019, by seeking a temporary restraining order against…more

Blockchain, Cryptocurrency, Digital Currency, Enforcement Actions, Financial Instruments

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Townsend Hyatt

Oregon Client Alert Urgent Action Needed to Preserve Private Activity Bonds

Maintaining the existing authority under the Code for private activity bonds (PABs) is vital to continuing public and private investments in infrastructure that support the economy and essential public services. Such investments…more

501(c)(3), Affordable Housing, Educational Institutions, Healthcare Facilities, Infrastructure

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Jeffrey Hydrick

RegFi Episode 20: Regulatory Considerations for Fintech-Driven Commercial Financing

In this episode of RegFi, Orrick Partner Jeff Hydrick joins Jerry Buckley and Sherry Safchuk for a look into the growing role of fintechs and other non-bank financial institutions in commercial financing. The conversation…more

Banking Sector, Corporate Financing, Financial Institutions, Financial Regulatory Agencies, Financial Regulatory Reform

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Malik Idri

The EU AI Act: Oversight and Enforcement

This update is part of our EU AI Act Series. Learn more about the EU AI Act here. The EU AI Act has been formally adopted and the countdown to the start of enforcement has begun…more

Artificial Intelligence, Digital Services, EU, Machine Learning

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Blake Ilstrup

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

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Hayden Irwin

Managing Fraud Risk in Consumer Wires

As anticipated, 2025 is already shaping up to be a busy year in consumer financial services, with a federal district court expanding the application of a strict consumer protection law to wire transfers. The potential for a…more

Consumer Financial Protection Bureau (CFPB), Consumer Protection Laws, Cybersecurity, Data Security, Fraud

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Scott Iyama

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

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Stephen Jackson

REMICs, Mortgage Loan Modifications and COVID-19

This memorandum discusses certain tax considerations in connection with forbearances, waivers and other modifications with respect to a mortgage loan that is held by a REMIC or about to be contributed to a REMIC, in light of the…more

Coronavirus/COVID-19, IRS, Loan Modifications, Mortgages, REMIC

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Jessica James

Pay Transparency Laws: It’s Not Just Pay Data Reporting Anymore

While new pay data reporting requirements in California and Illinois have grabbed pay equity headlines, we are seeing a ground swell in another type of pay transparency requirements: mandatory pay disclosures to applicants,…more

Employer Liability Issues, Pay Data, Pay Transparency, Reporting Requirements, Wage and Hour

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Rebecca James

UK Cryptoasset Promotion Rules Could Spell Trouble for Firms Outside the UK

The UK Financial Conduct Authority (FCA) has adopted new rules that will restrict how companies market certain crypto assets. The rules include mandatory cooling off periods and appropriateness assessments for potential…more

Cryptoassets, Cryptocurrency, Digital Assets, Financial Conduct Authority (FCA), Popular

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Melania Jankowski

DEA Issues Third Extension of Telemedicine Prescribing Flexibilities

The Drug Enforcement Administration (DEA) has issued the “Third Temporary Extension of COVID-19 Telemedicine Flexibilities for Prescription of Controlled Medications” (Third Extension), which extends the flexibilities allowing…more

DEA, Health Care Providers, Prescription Drugs, Telehealth, Telemedicine

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Sten Jensen

ITC ALJ Breaks New Ground, Further Heightening the DI Requirement for NPEs in § 337 Cases

According to a recent initial determination by an Administrative Law Judge of the International Trade Commission, a purely revenue-driven NPE cannot prove the existence of a domestic industry by relying solely on the activities…more

International Trade Commission (ITC), Patent Infringement, Patent Litigation, Patents, Section 337

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Travis Jensen

For Fate Of IPR Use, We Can Look To Dr. Seuss

My first presentation about the creation of inter partes review was to a group of Stanford students in 2011. In that presentation, to the amusement of the class, I analogized IPRs to Dr. Seuss’ classic 1961 children’s book…more

Constitutional Challenges, Intellectual Property Protection, Inter Partes Review (IPR) Proceeding, Non-Practicing Entities, Oil States Energy Services v Greene's Energy Group

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Mae Ji

Orrick’s APAC Energy Pulse

The Asia-Pacific region has experienced some headwinds in the renewable energy sector (particularly offshore wind) in recent times. These headwinds take the form of, for example, higher devex and capex costs, inadequacy or lack…more

Energy Projects, Energy Sector, Offshore Wind, Renewable Energy, Solar Energy

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James Jirtle

UK Nears Final Securitistion Regulations

On 11 July 2023, HM Treasury published an updated, near-final draft of the regulations (the Securitisation Regulations) that will, when adopted, replace the retained EU Securitisation Regulation that has been in force in the UK…more

Financial Conduct Authority (FCA), Financial Services Industry, Institutional Investors, UK

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Giji John

Green Hydrogen in Asia: A Brief Survey of Existing Programmes and Projects

Asian countries have predominantly relied on coal and natural gas to meet their electricity demands, but the landscape is rapidly evolving. Many Asian countries have committed to ambitious net-zero and decarbonisation goals…more

Electricity, Energy Projects, Energy Sector, Hydrogen Power, Popular

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Thora Johnson

Data Privacy in Sports: Key Takeaways

Sports teams, leagues, agents and venues collecting personal information from athletes, fans and sponsors must comply with evolving privacy regulations. Here are key takeaways from a conversation Orrick recently hosted with the…more

Biometric Information, Consumer Privacy Rights, Cybersecurity, Data Collection, Data Privacy

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Craig Johnston

Economic Crime (Transparency and Enforcement) Act 2022 – Implications for Property Transactions

The Economic Crime (Transparency and Enforcement) Act 2022 (the "Act") received royal assent on 15 March 2022 and key aspects of the Act summarised below came into force in the UK on 1 August 2022. The aim of the Act is to…more

Disclosure Requirements, Public Disclosure, Real Estate Investments, Real Estate Transactions, Supply Chain

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Mariah Johnston

Courts Stay Pipeline Construction

In the past week, the D.C. Circuit and Second Circuit have stayed pipeline construction on the Atlantic Sunrise and Valley Lateral Projects, respectively, following challenges to FERC orders allowing the projects to proceed. No…more

Administrative Stay, Certificate of Public Convenience and Necessity, Energy Projects, Energy Sector, FERC

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Daniel Jones

Deal Flow 5.0: 5 Things We Learned About European Tech Deal Terms in 2024

In 2024, despite political and regulatory challenges, Europe's talent pool reached new heights, even amid funding shortages. Venture capital investment in European startups reached over $52B last year, aligning with the market's…more

Capital Markets, EU, Financial Markets, Financial Services Industry, FinTech

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Nancy Jones

The Economic Crime and Corporate Transparency Act 2023: First Changes to be Introduced on 4 March 2024

Companies House plans to introduce the first changes being made by the Economic Crime and Corporate Transparency Act 2023 on 4 March 2024. What’s Being Introduced New rules for registered office addresses New requirement for a…more

Corporate Crimes, Corporate Entities, Corporate Transparency Act, Financial Crimes, UK

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Maxence Jonvel

Illumina vs European Commission: the EU General Court endorses the Commission’s new approach to Article 22 EUMR allowing the capture of mergers below the thresholds

In a judgment dated 13 July 2022 (T-227/21), the General Court of the European Union (the “General Court” or the “Court”) upheld the decision of the European Commission (the “Commission”) whereby the latter accepted to assert…more

Competition, EU, EUMR, European Commission, European Merger Control Regulation

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Amy Joseph

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

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Jillian Victoria Kaltner

Updated Guidance on Return to Work from OSHA and EEOC

As much of the US re-opens, governmental agencies are issuing updated guidance to guide the return to the workplace. Here’s the latest from OSHA and the EEOC…more

Coronavirus/COVID-19, Employer Responsibilities, Equal Employment Opportunity Commission (EEOC), OSHA, Personal Protective Equipment

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Sundeep Kapur

First Lawsuit Filed Under Washington’s My Health My Data Act

On February 10, 2025, a Washington state resident filed a lawsuit on behalf of herself and similarly situated individuals against Amazon under the Washington My Health My Data Act (MHMD). This is the first lawsuit brought under…more

Biometric Information, Class Action, Consent, Consumer Privacy Rights, Consumer Protection Laws

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Marianna Karapetyan

Lapse of Virtual Stock Options in the Event of Voluntary Resignation – Good Leaver or Bad Leaver?

On March 19, 2025, the German Federal Labor Court (Bundesarbeitsgericht) ("FLC") ruled that a provision in an employee stock option plan providing for the immediate forfeiture of vested virtual stock options in the event of…more

Compensation & Benefits, Employee Benefits, Employee Rights, Employment Contract, Employment Litigation

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Aria Kashefi

Risk and Reward: How Starting Your Business as an LLC Could Impact QSBS Tax Savings

As a founder, deciding whether to organize your business as a corporation or a limited liability company (LLC) is a crucial first step. Corporations are often favored for their ability to attract venture capital and offer…more

Business Entities, Capital Gains, Corporate Taxes, Limited Liability Company (LLC), Qualified Small Business Stock

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Konstantin Kasyan

UPDATE: Russia lifted some restrictions introduced by Russian President Decree No. 79 in March 2022

Starting June 17th, 2022, Russian residents can receive proceeds from the sale of foreign shares into their non-Russian brokerage or bank accounts as long as the proceeds are received from non-Russian residents in non-Russian…more

Economic Sanctions, Employee Benefits, Foreign Bank Accounts, Foreign Investment, Qualified Restricted Stock Units (RSUs)

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Gohshun Kawamura

Japan Renewables Alert 69

Outlook for Japan’s VREs and Storage in 2025 Japan's energy market is experiencing significant growth with the formation of many corporate PPA projects and the development of numerous battery storage projects. Amidst this…more

Clean Energy, Energy Policy, Energy Projects, Energy Storage, Offshore Wind

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Rami Kawkabani

EU Commission Clarifies Definition of AI Systems

The European Commission published guidelines that clarify the definition of AI systems under the AI Act, analyzing each component of the definition of AI system, providing examples and specifying which systems should be outside…more

AI Act, Algorithms, Artificial Intelligence, EU, European Commission

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Daniel Kearney

AI-Generated Child Sexual Abuse Material: How Companies Can Reduce Risk

Companies with an online presence must be vigilant of current and proposed legislation aimed at protecting children online. With the growing use of artificial intelligence (AI), companies face an increasing and unprecedented…more

Artificial Intelligence, Child Abuse, Child Pornography, Sexual Abuse

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Meghan Kelly

Five Document Management Steps to Protect an Emerging Company’s Future

Focused on getting their businesses in a position to thrive, few emerging companies think about how documents and document management policies can cause significant future litigation exposure. We have found that emails, IMs,…more

Confidential Information, Confidentiality Policies, Corporate Counsel, Document Management, Document Retention Policies

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Katherine Kerrick

Ten Facts about the USPTO’s New Expungement and Reexamination Proceedings

As 2021 drew to a close, the United States Patent and Trademark Office (USPTO) introduced two new procedures pursuant to the Trademark Modernization Act of 2020 (the “Act”), providing new, streamlined avenues to seek…more

Expungement, Trademark Application, Trademark Cancellation, Trademark Modernization Act (TMA), Trademark Trial and Appeal Board

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Dr. Nicholas Kessler, LL.M., EMBA

Antitrust Damages Claims in Germany

Kartelle sind schwerwiegende Eingriffe in unsere marktwirtschaftliche Ordnung, die jedes Jahr erhebliche volkswirtschaftliche Schäden verursachen. Wenn sich Wettbewerber untereinander absprechen, um Preise festzusetzen, Märkte…more

Antitrust Provisions, Antitrust Violations, Cartels, Competition, Damages

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Thomas Kidera

Second Circuit Upholds Dismissal of U.S. Bank’s Untimely Breach of Contract and Indemnity Claims

On February 6, the Second Circuit affirmed a trial court order dismissing repurchase and indemnification claims brought by the Federal Housing Finance Agency (“FHFA“), acting on behalf of U.S. Bank as Trustee, against GreenPoint…more

Breach of Contract, FHFA, Indemnity Claim, Mortgages, Statute of Limitations

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Daniel Kim

Digital Tokens as Securities: The SEC Weighs in on the Debate

Orrick's global Blockchain Working Group is in the camp that believes the blockchain and associated token or appcoin innovations are here to stay and have the potential to be a significant disruptive force, but we will be happy…more

Blockchain, Cryptocurrency, Digital Currency, Distributed Ledger Technology (DLT), Financial Institutions

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Ernan Kiselica

Discerning the EEOC’s Stance on Corporate DEI Programs

In the wake of last year’s historic Supreme Court decision striking down affirmative action in college admissions, employers and others have been asking the Equal Employment Opportunity Commission to provide guidance on how the…more

Diversity, Diversity and Inclusion Standards (D&I), Employer Liability Issues, Equal Employment Opportunity Commission (EEOC), Title VII

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Alex Kleemann

NLRB Decision Establishes New Standards for Workplace Policies

This summer, the NLRB adopted a new standard for assessing the lawfulness of workplace policies. Overruling its 2017 decision in Boeing that relaxed scrutiny of workplace policies, the NLRB ruled in Stericycle that a workplace…more

Employer Liability Issues, Employment Policies, NLRA, NLRB, Section 7

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Melissa Klimkiewicz

HUD Issues New Heightened Cybersecurity Incident Notice Requirements: 5 Things to Know

The U.S. Department of Housing and Urban Development (HUD) has issued new heightened cybersecurity incident notice requirements that take effect immediately. FHA-approved mortgagees are now required to notify HUD of any…more

Cyber Incident Reporting, Cybersecurity, Federal Housing Administration (FHA), HUD, Mortgagee

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Alan Knoll

SEC Exempts Asset-Backed Issuers from New Cybersecurity Rules

The Securities and Exchange Commission (“SEC”) adopted new rules on July 26, 2023, to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incidents by public companies. …more

Cybersecurity, Disclosure Requirements, Risk Management, Securities and Exchange Commission (SEC)

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Sarah Koch

Gaming & Gambling Update - Week of March 24, 2025

Kalshi's sports betting prediction market, in partnership with Robinhood, has seen significant success, reporting $249 million in contracts during the first two rounds of the NCAA College Basketball Tournament. Kalshi's activity…more

CFTC, Gambling, NCAA, Proposed Legislation, Regulatory Oversight

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Joseph Kolar

CFPB's RESPA Advisory Addresses Online Mortgage-Comparison Platforms

The Consumer Financial Protection Bureau (CFPB) issued guidance yesterday making clear that those who operate or participate in online mortgage-comparison shopping platforms will be closely scrutinized for compliance with the…more

Advisory Opinions, Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Mortgages, RESPA

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Sheryl Koval Garko

Critical Full Service Restrictive Covenant Compliance: Orrick’s State-by-State Survey

We are seeing a steep increase in restrictive covenants legislation across the country with laws and enforceability widely varied from state to state. So how do companies that have seen their workforce distributed in more states…more

Confidential Information, Employer Liability Issues, Employment Contract, Non-Compete Agreements, Non-Solicitation Agreements

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James Kramer

Delaware Court Affirms Foundational Principle of Directors’ Fiduciary Duties

At a time when Delaware corporate law is under attack for allegedly becoming unpredictable, the Delaware Court of Chancery on April 30 re-affirmed a fundamental tenet of fiduciary duty – namely, that directors’ fiduciary duties…more

Board of Directors, Fiduciary Duty, Shareholder Litigation, Shareholders

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Stacy Kray

IRA: Energy Communities and Brownfields Tax Guidance: What Companies Need To Know

Initial guidance for the bonus credit amount for renewable energy projects located in “energy communities” answers numerous questions about how to prove a project qualifies for extra tax credits. The guidance—which is in Notice…more

Brownfield Properties, CERCLA, Contaminated Properties, Energy Sector, Inflation Reduction Act (IRA)

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John Kromer

Key Takeaways from the CFPB’s First Public Enforcement Action Alleging Violations of RESPA Section 8 Since 2017

The Consumer Financial Protection Bureau (CFPB) has issued a consent order to a residential mortgage loan originator to resolve allegations that it provided illegal incentives to real estate brokers and agents in exchange for…more

Consumer Financial Protection Bureau (CFPB), Enforcement Actions, Mortgage Loan Originators, Mortgages, RESPA

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Jeremy Kudon

Gaming & Gambling Update - Week of March 24, 2025

Kalshi's sports betting prediction market, in partnership with Robinhood, has seen significant success, reporting $249 million in contracts during the first two rounds of the NCAA College Basketball Tournament. Kalshi's activity…more

CFTC, Gambling, NCAA, Proposed Legislation, Regulatory Oversight

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Karthik Kumar

APAC Energy Pulse – March 2025

Since our last update, various initiatives and developments across the Asia-Pacific market seem to support the prospect of future growth. In this issue of APAC Energy Pulse, we take a closer look at some of these initiatives…more

Asia Pacific, Clean Energy, Energy Policy, Energy Projects, Energy Sector

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Jerry Kyle Jr.

A Teachable Moment: Latest SEC Enforcement Actions Remind Underwriters of Limited Offering Exemption’s “Reasonable Belief” Requirements

In an unprecedented move, the Securities and Exchange Commission (the “SEC”) recently filed litigation against one underwriter of municipal securities and announced settlements with three others. The litigation and settlements…more

Disclosure Requirements, Investors, MSRB, Municipal Securities Issuers, Municipal Securities Market

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Matthew LaBrie

2024 IAPP Global Privacy Summit: Lessons from Enforcers, the AI Landscape and the Future of U.S. Privacy Law

Over 5,000 privacy professionals from around the world gathered in Washington, D.C. this month for the International Association of Privacy Professionals’ Global Privacy Summit 2024. The conference focused on debating the…more

Artificial Intelligence, Cybersecurity, Data Privacy, Data Protection, Data Security

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Brendan LaFountain

Illinois Nonprofit Hospital Property Tax Exemptions Upheld

On September 20, 2018, the Illinois Supreme Court published its opinion in Oswald v. Hamer, which upheld Section 15-86 of the Illinois Property Tax Code (“Section 15-86”), an Illinois statute that provides for a charitable…more

Charitable Donations, Healthcare Facilities, IL Supreme Court, Non-Profit Hospitals, Property Tax

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Frederic Lalance

Climate Change Litigation on the Rise

The recent decision of the European Court of Human Rights (ECtHR) in the matter Verein Klimaseniorinnen and others v. Switzerland has attracted significant media interest. The judges found that Switzerland had not fulfilled its…more

Arbitration, Carbon Emissions, Climate Change, EU, European Court of Human Rights

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Esther Lander

Fourth Circuit Reinstates Anti-DEI Executive Orders Pending Further Litigation

On February 21, 2025, the U.S. District Court for the District of Maryland entered a preliminary injunction blocking the enforcement of important aspects of two Executive Orders: “Ending Radical and Wasteful Government DEI…more

Appeals, Constitutional Challenges, Diversity and Inclusion Standards (D&I), Due Process, Enforcement Actions

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Jason Lang

PTAB Snapshot – A Quarterly Report on Trends and New Precedent at the PTAB – Q3 The Arthrex Decision, Its Impact on Prior IPR Decisions and Future IPR Procedure, and Potential Further Challenges to IPRs in View of Arthrex

In this second edition of Orrick’s quarterly series on the PTAB, we summarize the Arthrex decision, walk through the PTO’s post-Arthrex interim procedure for reviewing PTAB decisions, and discuss potential post-Arthrex…more

Administrative Patent Judges, America Invents Act, Appointments Clause, Constitutional Challenges, Corporate Counsel

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A. Cory Lankford

NYISO and ISO-NE Prepare for Potential Import Tariffs on Electric Energy

On February 28, 2025, the New York Independent System Operator, Inc. (NYISO) and ISO New England, Inc. (ISO-NE) submitted proposed revisions to their respective wholesale market tariffs to the Federal Energy Regulatory…more

Canada, Electricity, Energy Policy, Energy Sector, Executive Orders

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Laura Lariu

How to Avoid Immigration-Related Discrimination When Complying with U.S. Export Control Laws in Hiring and Employment Verification

U.S. employers may find it confusing that hiring for certain roles can involve what seem to be competing compliance obligations. On one hand, the Immigration and Nationality Act makes it illegal for employers to make hiring or…more

Department of Justice (DOJ), Employment Authorization Documents (EAD), Export Controls, Foreign Nationals, Form I-9

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James Larkin

REMICs, Mortgage Loan Modifications and COVID-19

This memorandum discusses certain tax considerations in connection with forbearances, waivers and other modifications with respect to a mortgage loan that is held by a REMIC or about to be contributed to a REMIC, in light of the…more

Coronavirus/COVID-19, IRS, Loan Modifications, Mortgages, REMIC

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Thomas Wyatt Laryea

Could a Grand Bargain Support Debt Service Relief and Bolster Climate-Related Financing in the Developing World?

As world leaders prepare for the UN Climate Change Conference (COP 28) beginning in the United Arab Emirates this week, new ideas may help advance solutions to the globe’s most challenging climate-related finance problems…more

Climate Change, Financial Institutions, Sustainability, Sustainable Finance

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Nicholas Laveris

Kirschner Court Adopts Fact Specific Analysis to Conclude That Loans Are Not Securities

The United States Court of Appeals for the Second Circuit recently affirmed the 2020 Kirschner v. JP Morgan Chase Bank, N.A. ruling that a secured $1.775 billion syndicated term loan to Millennium Laboratories LLC (Millennium)…more

Borrowers, Investors, Loans, Syndicated Loans

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Amanda Lawrence

D.C. Circuit Narrows District Court’s Preliminary Injunction in CFPB Fight

Visit our resource center, CFPB Pause: Where From Here?, to stay on top of the latest and what it may mean for the federal and state regulatory and enforcement landscape. On Friday, April 11, the D.C. Circuit issued a per…more

Appeals, Consumer Financial Protection Bureau (CFPB), Enforcement, Financial Regulatory Reform, Judicial Authority

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Robert Lawrence

California Requires Large Companies to Disclose Certain Climate Change-Related Information

Starting in 2026, large companies doing business in California need to comply with new climate change-related disclosure requirements described in two separate bills (S.B. 253 - Climate Corporate Data Accountability Act (CCDAA)…more

Carbon Emissions, Climate Change, Disclosure Requirements, Greenhouse Gas Emissions

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Barbara Jane League

Attention BAB Issuers: Extraordinary Optional Redemption is Available

For more than 10 years, as the subsidy for direct payment Build America Bonds (BABs) has been less than originally promised due to sequestration, issuers have wondered if sequestration constituted an “extraordinary event” that…more

American Recovery and Reinvestment Act, Bonds, Internal Revenue Code (IRC), Tax Refunds

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Jennifer Lee

Third Circuit Finds Trustee Not Liable for $168 Million RMBS Loss – IKB Failed to Show Trustee Violated Contractual Obligations

The Third Circuit Court of Appeals affirmed a trial’s court’s dismissal of IKB International SA’s claims against Wilmington Trust Co., holding that IKB had not demonstrated that Wilmington violated its contractual obligations…more

Breach of Contract, RMBS, Trustees

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Julie Lee

Replacing the Words “Trade Secrets” with “Confidential Information” Does Not Allow a Party to Bypass Its Obligations Under California Code of Civil Procedure Section 2019.210

In a recent discovery dispute before the Northern District of California, Plaintiff Monolithic Power Systems, Inc. (“Monolithic”) unsuccessfully attempted to bypass California Code of Civil Procedure section 2019.210 which…more

Computer Fraud and Abuse Act (CFAA), Confidential Information, Intellectual Property Protection, Misappropriation, Trade Secrets

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Young Lee

P3 Infrastructure Assessment Grants: New DOT Grants to Help State and Local Governments Study P3 Possibilities

The Department of Transportation's Build America Bureau is soliciting applications until May 10 for grants intended to help state and local governments assess whether any of their assets would be viable for monetization in a…more

Department of Transportation (DOT), Grants, Infrastructure, Public Private Partnerships (P3s), Transportation Industry

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Grace Lentz

From Exit Threats To Tiny Tweaks: What's Next For NAFTA?

With the first 100 days of the Trump administration just underway, President Trump has already taken steps to fulfill his campaign promises and renegotiate or withdraw from various U.S. trade deals, including the Trans-Pacific…more

Cross-Border Transactions, Foreign Investment, Free Trade Agreements, Mexico, NAFTA

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Mayling Leong

Tax Issues When Fixing Rate and Fee Adjusters in Tax-Exempt Loans

The recently enacted reduction of the maximum federal corporate tax rate may trigger contractual provisions that provide for a significant increase in the interest rate on tax-exempt debt privately placed with a bank lender or…more

Corporate Taxes, Loans, New Legislation, Public Finance, Tax Cuts and Jobs Act

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Sasha Leonhardt

RegFi Episode 61: Reimagining Financial Regulation for the Digital Age

Jo Ann Barefoot, founder and CEO of the Alliance for Innovative Regulation (AIR), and Kabir Kumar, partner at Flourish Ventures, join co-hosts Jerry Buckley, Sasha Leonhardt and Sherry Safchuk for a special RegFi episode…more

Artificial Intelligence, Financial Regulatory Reform, Financial Services Industry, FinTech, Regulatory Oversight

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Yves Lepage

The Oil & Gas Law Review - Edition 2: Chapter 9: FRANCE

Located in more than 60 fields mainly in the Paris region and in the south west (Aquitaine Basin), French hydrocarbon deposits produced 790 tonnes of oil and 0.3 tonnes of oil equivalent (Mtoe) of natural gas in 2013,…more

Energy Sector, Fracking, France, Oil & Gas

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Khai LeQuang

Delaware Supreme Court’s Long‐Awaited Decision May Raise More Questions Than It Answers

On November 16, 2021, the Supreme Court of Delaware issued an opinion in Lavastone Capital LLC v. Estate of Beverly E. Berland (“Berland”) answering three certified questions under Delaware law. All three questions concerned…more

DE Supreme Court, Death Benefits, Insurance Claims, Insurance Litigation, Life Insurance

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Barry Levin

New Insurance Disclosure Law in New York Impacts Pending and Future Litigation (UPDATED)

On December 31, 2021 New York Governor Kathy Hochul signed into law the Comprehensive Insurance Disclosure Act (the “Act”), placing significant burdens on defendants in litigation. Under the Act defendants must produce relevant…more

Commercial General Liability Policies, Cyber Insurance, D&O Insurance, Disclosure Requirements, E&O Insurance

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Hannah Levin

FTC Investigations on the Rise: What You Need to Know About FTC CIDs (UPDATE)

This insight was initially published in 2022 and updated in August 2024. The Federal Trade Commission (FTC) has continued to ramp up its investigation and enforcement efforts to address unfair or deceptive acts or practices in…more

Civil Investigation Demand, Cybersecurity, Federal Trade Commission (FTC), FTC Act, Testimony

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Marc Levinson

Municipal Bankruptcy: Avoiding and Using Chapter 9 in Times of Fiscal Stress (Second Edition)

We intend this pamphlet to provide an overview of chapter 9 for those who manage and govern municipalities. We offer some thoughts on how to avoid filing as well as how to successfully navigate a bankruptcy case and emerge in…more

Chapter 9, Municipal Bankruptcy, Municipalities, Restructuring

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Vanessa Liborio

Depositions in Switzerland: How to Depose a Witness in Switzerland for Litigation in the United States

U.S. lawyers seeking to depose a witness residing in Switzerland for purposes of litigation in the U.S. often seek advice on how to properly do so as a matter of Swiss law and in accordance with the Hague Convention on the…more

Depositions, Evidence, Hague Convention, International Litigation, Switzerland

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Joseph Liburt

Viking River Cruises – What This Means for California Employers, Now and in the Future

On June 15, 2022, the U.S. Supreme Court issued its highly anticipated decision in Viking River Cruises, Inc. v. Moriana, which has been heralded as a significant victory for employers. The majority (including Alito, Sotomayor,…more

Arbitration, Arbitration Agreements, Federal Arbitration Act, Private Attorneys General Act (PAGA), SCOTUS

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Neel Lilani

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

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Lynette Lim

APAC Energy Pulse – March 2025

Since our last update, various initiatives and developments across the Asia-Pacific market seem to support the prospect of future growth. In this issue of APAC Energy Pulse, we take a closer look at some of these initiatives…more

Asia Pacific, Clean Energy, Energy Policy, Energy Projects, Energy Sector

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David Lin

U.S. Sixth Circuit Holds that Customary Language in Amendment and Restatement Agreements May Extinguish Existing Security Interests via Novation

On August 23, 2016, the U.S. Court of Appeals for the Sixth Circuit held in the Chapter 7 bankruptcy case In re Fair Finance Company that an amendment and restatement of a loan and security agreement may have been a novation of…more

Chapter 7, Commercial Bankruptcy, Financial Institutions, Liens, Loans

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Sara Little

Singapore's New Approach to Determining Arbitrability

While it might seem to a commercial negotiator to be a point of pedantic detail in drafting an arbitration clause, the recent decision of Anupam Mittal v. Westbridge Ventures emphasises the importance for commercial parties to…more

Arbitration, Arbitration Agreements, Arbitration Procedural Rules, Choice-of-Law, Dispute Resolution

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Jonathan Liu

PTAB Snapshot – A Quarterly Report on Trends and New Precedent at the PTAB – Q3 The Arthrex Decision, Its Impact on Prior IPR Decisions and Future IPR Procedure, and Potential Further Challenges to IPRs in View of Arthrex

In this second edition of Orrick’s quarterly series on the PTAB, we summarize the Arthrex decision, walk through the PTO’s post-Arthrex interim procedure for reviewing PTAB decisions, and discuss potential post-Arthrex…more

Administrative Patent Judges, America Invents Act, Appointments Clause, Constitutional Challenges, Corporate Counsel

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Andrew Livingston

Adolph v. Uber: Sending Individual PAGA Claims to Arbitration Does Not Affect Plaintiffs’ Standing to Pursue a Representative PAGA Claim

The California Supreme Court issued its long-awaited ruling in Adolph v. Uber Technologies, Inc. on July 17, 2023, holding that an employee can pursue a non-individual representative action under the Private Attorneys General…more

Arbitration, Arbitration Agreements, CA Supreme Court, Employment Litigation, Federal Arbitration Act

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Robert Loeb

CFPB Pause: Where From Here?

Visit our resource center, CFPB Pause: Where From Here?, to stay on top of the latest and what it may mean for the federal and state regulatory and enforcement landscape. On February 8, the Consumer Financial Protection Bureau…more

Administrative Procedure Act, Consumer Financial Protection Bureau (CFPB), Dodd-Frank, Enforcement Actions, Financial Regulatory Reform

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Emanuela Longo

Il D.lgs. n. 14 del 12 Gennaio 2019 e l'emersione tempestiva della crisi d'impresa. Obblighi a carico delle societa' e dei loro organi sociali

Il nuovo codice della crisi d'impresa e dell'insolvenza (il "Codice"), contenuto nel d.lgs. n. 14 del 12 gennaio 2019, è stato pubblicato sulla Gazzetta Ufficiale n. 38 del 14 febbraio 2019…more

Commercial Bankruptcy, Crisis Management, Debtors, Entrepreneurs, Insolvency

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Kimberly Loocke

COVID-19 Disaster Relief Payments Under Section 139

In the wake of the COVID-19 pandemic and shelter-in-place orders, businesses are considering ways to assist employees and other workers who are financially burdened by the crisis…more

Coronavirus/COVID-19, Disaster Aid, Internal Revenue Code (IRC), IRS, Tax Planning

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Daniel Lopez

Deducting Success Fees in M&A Sell-Side Transactions: Guidance for Private Equity Portfolio Companies

In a typical sale of a private equity portfolio company, sell-side success fees payable to bankers and financial advisors represent one of the most significant transaction costs. Although most types of success fees are generally…more

Income Taxes, IRS, Private Equity, Tax Planning

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Cesar Lopez-Morales

Fourth Circuit Reinstates Anti-DEI Executive Orders Pending Further Litigation

On February 21, 2025, the U.S. District Court for the District of Maryland entered a preliminary injunction blocking the enforcement of important aspects of two Executive Orders: “Ending Radical and Wasteful Government DEI…more

Appeals, Constitutional Challenges, Diversity and Inclusion Standards (D&I), Due Process, Enforcement Actions

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Catherine Lui

Critical Full Service Restrictive Covenant Compliance: Orrick’s State-by-State Survey

We are seeing a steep increase in restrictive covenants legislation across the country with laws and enforceability widely varied from state to state. So how do companies that have seen their workforce distributed in more states…more

Confidential Information, Employer Liability Issues, Employment Contract, Non-Compete Agreements, Non-Solicitation Agreements

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Emily Luken

Applying Section 2 To FRAND Violations: “It's Elementary, My Dear Watson”

Many well-reasoned cases have concluded that a holder of standard-essential patents (“SEPs”) subject to a commitment to license on fair, reasonable, and nondiscriminatory (“FRAND”) terms may violate section 2 of the Sherman Act…more

Federal Trade Commission (FTC), FRAND, Standard Essential Patents

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Ed Lukins

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

See all updates »

Ashley Luo

Cannabis and the Workplace in California: AB 2188

As many states have legalized medical and recreational cannabis use, state employment laws relating to marijuana use have also evolved. California now joins a growing list of states and cities that protect employees and…more

Cannabis Products, Decriminalization of Marijuana, Employer Liability Issues, FEHA, Legislative Agendas

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Lisa Lupion

Foreign Contractors Face New U.S. DEI Certification Requirements

Foreign companies with U.S. government contracts are facing new scrutiny. Media outlets are reporting that the U.S. Embassy in Paris has ordered dozens of French companies with U.S. government contracts to certify, pursuant to…more

Anti-Discrimination Policies, Certification Requirements, Diversity and Inclusion Standards (D&I), Employment Discrimination, Equal Employment Opportunity Commission (EEOC)

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Yufeng Ma

China Proposes to Tighten Biosecurity Law and its Potential Impact on Foreign Pharmaceutical and Biotech Companies Operating in China

On April 26, 2020, the Standing Committee of the National People's Congress, China’s top legislature, passed the second draft of the country’s Biosecurity Law (“Draft Biosecurity Law”). Once promulgated, this will become the…more

Biotechnology, China, Legislative Agendas, Life Sciences, National Security

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Amanda MacDonald

NLRB General Counsel Cracks Down on Stay or Pay Provisions and Calls for Make Whole Remedies

The National Labor Relations Board (NLRB) General Counsel is cracking down on stay-or-pay provisions. Here are takeaways for employers from an October 7 memo: As a reminder, the NLRA only applies to non-supervisory employees,…more

Employer Liability Issues, Employment Contract, NLRA, NLRB, NLRB General Counsel

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Michelle (McGann) MacGregor

State of the States: 2024 Elections

What are the outcomes of the 2024 U.S. state elections – and what does it mean for companies growing and operating across the country? Our update examines the available outcomes and trends from critical state Attorneys General…more

Election Results, General Elections, Political Campaigns, Political Candidates, State and Local Government

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Klaudia Mach

UK Nears Final Securitistion Regulations

On 11 July 2023, HM Treasury published an updated, near-final draft of the regulations (the Securitisation Regulations) that will, when adopted, replace the retained EU Securitisation Regulation that has been in force in the UK…more

Financial Conduct Authority (FCA), Financial Services Industry, Institutional Investors, UK

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John MacKerron

Credit Risk Retention – Joint Regulatory Re-Proposed Rules

On August 28, 2013, six federal agencies1 jointly re-proposed rules to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which was added by…more

Dodd-Frank, Financial Regulatory Reform, Proposed Regulation, Risk Retention, Securities Exchange Act

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Jenna Magan

Cyber Threats in Public Finance: Protecting Transactions from Wire Fraud

A recent cyberattack on a Michigan township has exposed weaknesses in the bond-closing process. In this incident, hackers stole over $25 million in bond proceeds by using spoofed email addresses to provide fraudulent wire…more

Cyber Attacks, Cyber Threats, Cybersecurity, Data Breach, Data Security

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Steven Malvey

Silicon Valley Bank Collapse Highlights QSBS Issues

In the wake of Silicon Valley Bank’s failure earlier this month, many technology companies are re-examining their treasury management programs and are considering moving cash into a variety of non-demand-deposit instruments,…more

C-Corporation, Depository Institutions, FDIC, Financial Institutions, Popular

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Jon Mandel

Orrick’s 2022 State Attorney General Election Report - January 2023

It was a busy 2022 election year for state Attorneys General (AGs) with races in 31 of the 43 states with elected AGs, including the District of Columbia. The Orrick State Attorney General Team’s election results report provides…more

Corporate Counsel, Election Results, General Elections, Local Elections, Political Campaigns

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Danielle Mangogna

HSR Filing Thresholds, Filing Fees, and Penalties on the Rise Again

The U.S. Federal Trade Commission (FTC) has announced revised filing thresholds as required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act), along with adjusted HSR filing fee tiers and amounts…more

Acquisitions, Antitrust Provisions, Federal Trade Commission (FTC), Filing Fees, Filing Requirements

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Robbie Manhas

In Good News For Employers And DEI Programs, The U.S. Supreme Court Requires Title VII Discrimination Plaintiffs To Show Workplace-Related Harm

The U. S. Supreme Court has clarified that a plaintiff must show harm in addition to improper discriminatory intent when bringing a change-of-terms-or-conditions-of-employment claim under Title VII’s anti-discrimination…more

Employer Liability Issues, Employment Discrimination, Employment Litigation, Sex Discrimination, Title VII

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Kathryn Mantoan

Three Things to Consider When Sharing Confidential or Proprietary Information with State and Municipal Governments

Many companies find themselves in the position of voluntarily sharing some of their most sensitive data and other confidential information with state and local governments. For example, this type of information-sharing may occur…more

Confidential Information, FOIA, Government Agencies, Municipalities, Public Records

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Dora Mao

SEC Adopts Final Rules Relating to NRSROs and Third-Party Due Diligence Reports

On August 27, 2014, the SEC adopted a number of new rules and amendments designed to improve the quality of credit ratings and increase credit rating agency accountability in accordance with the Dodd-Frank Act. The newly…more

Credit Ratings, Credit Reports, Dodd-Frank, Due Diligence, NRSRO

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Brad Marcus

FTC Targets Unfair or Deceptive AI Practices With Five New Enforcement Actions

The FTC recently announced five enforcement actions against companies that use or sell artificial intelligence (AI) tools that could deceive or harm consumers. With these actions, the FTC announced a new law enforcement sweep…more

Artificial Intelligence, E-Commerce, Enforcement Actions, Federal Trade Commission (FTC), Unfair or Deceptive Trade Practices

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Jared Mark

FTC Investigations on the Rise: What You Need to Know About FTC CIDs (UPDATE)

This insight was initially published in 2022 and updated in August 2024. The Federal Trade Commission (FTC) has continued to ramp up its investigation and enforcement efforts to address unfair or deceptive acts or practices in…more

Civil Investigation Demand, Cybersecurity, Federal Trade Commission (FTC), FTC Act, Testimony

See all updates »

Alexis Marraud des Grottes

AI in M&A: 10 Things to Consider in Acquisitions

The surge in use and development of AI systems and products, particularly generative AI, has increased interest in investing in and acquiring companies that offer AI solutions or that have integrated AI into their operations…more

Acquisitions, Artificial Intelligence, Federal Trade Commission (FTC), Purchase Agreement

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Jean-Pierre Martel

Overview of the M&A Industry in France

How was the M&A market in Q1 2012 compared to Q1 2011? As seems to be the case for most European countries, Q1 2012 saw a decline in M&A compared to Q1 2011. Although M&A activity remained stable between 2009 and 2011 in…more

Acquisitions, EU, Mergers

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Richard Martinelli

Developing and Patenting AI Inventions: 5 Things for Biotech Companies to Consider

As AI tools become more prevalent in the life sciences, biotechnology companies need to evaluate AI’s impact on their ability to protect the results of their research. Recent U.S. Patent and Trademark Office (PTO) guidance can…more

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

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Nikiforos Mathews

Tough Legacy Made Easy: An Overview of the Federal LIBOR Legislation

On March 15, President Biden signed, as part of a larger appropriations act, legislation known as the “Adjustable Interest Rate (LIBOR) Act,” which addresses “tough legacy” contracts that do not provide for the use of clearly…more

Banking Sector, Benchmarks, Financial Institutions, Financial Regulatory Reform, ICE Benchmark Administration (IBA)

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Attilio Mazzilli

Deal Flow 5.0: 5 Things We Learned About European Tech Deal Terms in 2024

In 2024, despite political and regulatory challenges, Europe's talent pool reached new heights, even amid funding shortages. Venture capital investment in European startups reached over $52B last year, aligning with the market's…more

Capital Markets, EU, Financial Markets, Financial Services Industry, FinTech

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Molly McCafferty

DOJ’s Renewed Focus on Individual Accountability in White Collar Criminal Enforcement

In a speech to the ABA’s 2021 annual National Institute on White Collar Crime, Deputy Attorney General (“DAG”) Lisa Monaco emphasized that prosecuting individuals accused of white collar crime is a top priority for the Biden…more

Biden Administration, Cooperation, Corporate Crimes, Corporate Misconduct, Criminal Liability

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Christine McCarthy

Annual Reporting Requirements for Incentive Stock Options and Employee Stock Purchase Plans - January 2025

Annual Information Statements and IRS Returns Requirement to Report For (1) any exercise of an incentive stock option (ISO) during 2024 or (2) transfer during 2024 of a share previously purchased pursuant to a tax-qualified…more

Employee Benefits, Incentive Stock Options, Income Taxes, Internal Revenue Code (IRC), IRS

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W. Clark McFadden, II

The New "Uniquely Required" Standard of U.S. Export Licensing Policy for SMIC

On December 18, 2020, the Bureau of Industry and Security (“BIS”) announced the addition of 77 new entities, including Semiconductor Manufacturing International Corporation (“SMIC”), to the Entity List…more

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

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David McGill

Crypto Winter: How Companies and Investors Can Reduce Risk Amid Rising Enforcement and Litigation

The most recent crypto winter has been accompanied a flurry of U.S. enforcement actions and private litigation. Authorities fined Bitmex $100 million and sanctioned Tornado Cash. A wave of class actions grew. FTX’s collapse and…more

Blockchain, Cryptocurrency, Decentralized Finance (DeFi), Digital Assets, Distributed Ledger Technology (DLT)

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Elizabeth McGinn

Data Privacy in Sports: Key Takeaways

Sports teams, leagues, agents and venues collecting personal information from athletes, fans and sponsors must comply with evolving privacy regulations. Here are key takeaways from a conversation Orrick recently hosted with the…more

Biometric Information, Consumer Privacy Rights, Cybersecurity, Data Collection, Data Privacy

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Lorraine McGowen

The Uniform Commercial Code Amendments on Digital Assets: Where Do Things Stand?

Delaware recently joined nine states in approving changes to the Uniform Commercial Code (UCC) involving digital assets. Another 15 states and Washington, D.C. are considering the changes. The Uniform Law Commission urged…more

Cryptocurrency, Digital Assets, Digital Currency, Uniform Commercial Code (UCC)

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Jeanine McGuinness

Trump Administration’s Sweeping Reciprocal Tariffs – What Companies Need to Know

An update to our ongoing insights into the Trump administration’s broad tariffs on imports from Canada, Mexico and China. On April 2, 2025, President Trump unveiled a new so-called “reciprocal” tariff regime. The administration…more

Canada, China, Executive Orders, Imports, Mexico

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James McGuire

The Revival of Badie Arbitration Suits in Consumer Finance

Bilateral arbitration is under increasing attack. While businesses evaluate whether and how to update their arbitration clauses in light of the U.S. Court of Appeals for the Ninth Circuit's October decision in Heckman v. Live…more

Arbitration, Arbitration Agreements, Binding Arbitration, California, Class Action

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Jeffrey McKenna

Orrick Submits Comments to Civil Rules Advisory Committee Regarding the Proposed Amendments to the Federal Rules of Civil Procedure

On February 12, Orrick submitted written comments regarding proposed amendments to the Federal Rules of Civil Procedure ("FRCP") intended to facilitate more meaningful discovery efforts and to reduce cost and delay in…more

Federal Rules of Civil Procedure, Proposed Amendments

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Rob McKenna

State Attorneys General on Applying Existing State Laws to AI

The rapid rise of artificial intelligence (AI) across numerous sectors of the economy has garnered the attention of state attorneys general (AGs). As various industries increasingly adopt AI to streamline or enhance their…more

Artificial Intelligence, Bias, California Consumer Privacy Act (CCPA), Civil Rights Act, Consumer Privacy Rights

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Ryann Rae McMurry

AI-Generated Child Sexual Abuse Material: How Companies Can Reduce Risk

Companies with an online presence must be vigilant of current and proposed legislation aimed at protecting children online. With the growing use of artificial intelligence (AI), companies face an increasing and unprecedented…more

Artificial Intelligence, Child Abuse, Child Pornography, Sexual Abuse

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James McQuade

Post-Election Analysis: What Employers Can Expect Under the New Administration

Employers can expect a number of employment law changes under Donald Trump’s second term. While certainly difficult to predict, below is a guide to key anticipated changes, including leadership changes at federal agencies,…more

Affirmative Action, Department of Labor (DOL), Diversity and Inclusion Standards (D&I), Employment Discrimination, Employment Litigation

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Leslie Meredith

Q&A: What Will the CFPB Look Like Under McKernan?

On February 11, the White House announced Jonathan McKernan’s nomination as Director of the Consumer Financial Protection Bureau (CFPB). McKernan was previously confirmed to the Board of the FDIC by the Senate on a voice vote,…more

Administrative Appointments, Consumer Financial Protection Bureau (CFPB), Diversity and Inclusion Standards (D&I), FDIC, Financial Institutions

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Dr. Lars Mesenbrink

OLNS#13 – M&A in German Tech: A Playbook for Buyers and Sellers - English

About the Orrick Legal Ninja Series – OLNS In substantially all of the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one…more

Acquisitions, Buyers, Due Diligence, Investors, Mergers

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Brianna Messina

New York City Issues Final Rules and New Enforcement Date for its Artificial Intelligence (AI) Law

The New York City Department of Consumer and Worker Protection (“DCWP”) published updated rules to implement its Artificial Intelligence (AI) law, New York City Local Law 144 of 2021. The AI law places restrictions on employers…more

Artificial Intelligence, Automated Systems, Corporate Counsel, Employer Liability Issues, Final Rules

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Laura Metzger

Distressed Download

Lessons from Sabine - In March, Bankruptcy Judge Shelley Chapman held that Sabine Oil & Gas Corp. satisfied the standards for rejection of several gathering and handling agreements between Sabine and its midstream…more

Commercial Bankruptcy, Covenants that Run With the Land, Creditors, Energy Sector, Executory Contracts

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Andrea Mezzetti

Italy Founder Series: Privacy for Startups – First Moves

italiano: Privacy per Startup – I primi passi When launching a startup in Italy, it is critical to comply with the applicable data protection requirements. Failing to do so can lead to significant risks in terms of liability…more

Data Privacy, Data Processors, Data Protection, General Data Protection Regulation (GDPR), Italy

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Benedikt Migdal

OLNS#13 – M&A in German Tech: A Playbook for Buyers and Sellers - English

About the Orrick Legal Ninja Series – OLNS In substantially all of the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one…more

Acquisitions, Buyers, Due Diligence, Investors, Mergers

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Rachel Miller

Gaming & Gambling Update - Week of March 24, 2025

Kalshi's sports betting prediction market, in partnership with Robinhood, has seen significant success, reporting $249 million in contracts during the first two rounds of the NCAA College Basketball Tournament. Kalshi's activity…more

CFTC, Gambling, NCAA, Proposed Legislation, Regulatory Oversight

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S. Chris Min

SEC Proposes Liquidity Management Rules for Mutual Funds and ETFs

On September 22, The Securities and Exchange Commission (SEC) proposed a comprehensive package of rules that would require open-end funds, including mutual funds and exchange-traded funds, to implement liquidity risk management…more

Comment Period, ETFs, Federal Register, Financial Institutions, Investment

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Denise Mingrone

Profiting off Public Panic – Abbott Laboratories et al v. Brown

The COVID-19 pandemic has led to a rise in fraud by wrongdoers seeking to profit off public panic and strained resources. One such example is asserted in the lawsuit filed by global health care company Abbott Laboratories…more

Coronavirus/COVID-19, Former Employee, Intellectual Property Protection, Trade Secrets

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Kelly Mink

Fifth Circuit Vacates SEC’s Share Repurchase Disclosure Rules

On December 19, 2023, the Fifth Circuit officially vacated the SEC’s share repurchase disclosure rules. As a result of the Court’s decision, companies will not need to comply with the now-vacated share repurchase disclosure…more

Disclosure Requirements, Form 10-K, Securities and Exchange Commission (SEC), Share Buybacks, Stock Repurchases

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Michael Mitchell

SEC Exempts Asset-Backed Issuers from New Cybersecurity Rules

The Securities and Exchange Commission (“SEC”) adopted new rules on July 26, 2023, to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incidents by public companies. …more

Cybersecurity, Disclosure Requirements, Risk Management, Securities and Exchange Commission (SEC)

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Thomas Mitchell

An End User’s Practical Guide to the QFC Stay Rules

The Board of Governors of the Federal Reserve System (Board), the Office of the Comptroller of the Currency (OCC), and the Federal Deposit Insurance Corporation (FDIC) adopted rules (together, the QFC Stay Rules) in 2017…more

Covered Entities, Derivatives, FDIC, Federal Reserve, Global Systemically Important Banks (G-SIBs)

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Marsha Mogilevich

SEC Comment Letter Trend: AI-Related Disclosures

SEC officials have declared artificial intelligence (“AI”) “the most transformative technology of our times” while cautioning that “if a public company is using AI, that company has to be honest about the role AI plays in its…more

Artificial Intelligence, Disclosure Requirements, Enforcement Actions, Securities and Exchange Commission (SEC)

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Monica Molina

California's Resource Adequacy Reforms Are Here

The California Public Utilities Commission has reformed its Resource Adequacy program in an effort to ensure a reliable power supply statewide. The Commission recognized significant delays development projects face due to…more

Energy Sector, Public Utilities Commission, Utilities Sector

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Justin Montis

Continuation Funds: A Continuing Trend

The historically illiquid private equity market has found a new path to tradability through the private equity secondaries market and continuation funds. The secondaries market was once a niche market characterized by distressed…more

Investment, Investors, Private Equity, Private Equity Funds

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Christopher Moore

IRS Issues Direct Pay and Transferability Proposed Regulations

On June 14, 2023, the IRS and Treasury issued proposed regulations (the “Proposed Regulations”) under two novel provisions of the Inflation Reduction Act of 2022 (the “IRA”) designed to promote capital investment in renewable…more

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

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Jamie Moore

The Download: How Defense Tech Is Evolving & Why Renewable Energy Is Booming in Texas

In this edition of The Download, we dive into insights from SXSW, where we had the chance to talk with Jim Rabuck at the Defense Innovation Unit, Sean Voigt, founder of Austin Climate Hub and David J. Neff, partner at Ecliptic…more

Artificial Intelligence, Climate Change, Defense Contracts, Defense Sector, Energy Sector

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Richard Moore

Inflation Reduction Act Levels Renewable Energy Playing Field for Tax-Exempt Entities

Historically, only taxpaying entities could take advantage of federal tax credits for renewable energy and other qualifying projects. Tax-exempt entities, such as municipal utilities and rural electrical cooperatives, as well as…more

Department of Energy (DOE), Energy Projects, Energy Sector, Inflation Reduction Act (IRA), Investment Tax Credits

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Robert Moore

6 Questions Blockchain Founders Should Ask When Launching a Product or Token

As any founder knows, operating in the blockchain space requires navigating a myriad of regulatory regimes. While every product and token are different, below are 6 key questions that any founder should ask themselves as they…more

Blockchain, Cryptocurrency, Digital Assets, Digital Currency, Office of Foreign Assets Control (OFAC)

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Brian Moran

State Attorneys General on Applying Existing State Laws to AI

The rapid rise of artificial intelligence (AI) across numerous sectors of the economy has garnered the attention of state attorneys general (AGs). As various industries increasingly adopt AI to streamline or enhance their…more

Artificial Intelligence, Bias, California Consumer Privacy Act (CCPA), Civil Rights Act, Consumer Privacy Rights

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Michael Morehead

The Texas Business Court: What You Need to Know

Texas has joined more than two dozen other U.S. states in creating a court system to handle certain business disputes. Companies with cases in the new Texas Business Court will appear before appointed judges with expertise in…more

Breach of Contract, Business Court, Business Litigation, Complex Litigation, Contract Disputes

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Scott Morrison

PAGA Reform: What California Employers Need to Do Now

California employers have come to know California’s Private Attorneys General Act (“PAGA”) as an expensive cost of doing business within the state. Unfortunately, the new PAGA reform is not likely to lead to any decrease in the…more

California, Employer Liability Issues, Labor Code, Private Attorneys General Act (PAGA), State Labor Laws

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Geoffrey Moss

Company’s Bacon Trade Secret Claims Are Cooked After Patent Filing

From Minnesota comes a delicious reminder that the protection of trade secrets requires consideration of a company’s entire intellectual property strategy. Without such a comprehensive strategy, in the most prosaic of terms, a…more

Breach of Contract, Business Litigation, Hormel, Misappropriation, Patents

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Orion Mountainspring

Maryland Mortgage Loan Purchasers Face New License Requirement

Financial institutions that purchase mortgage loans in Maryland, including securitization trusts and other secondary market purchasers, face a new requirement to obtain a state license. The Maryland Office of Financial…more

Financial Institutions, Loans, Maryland, Mortgage Lenders, Mortgages

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Robert Moyle

SEC Exempts Asset-Backed Issuers from New Cybersecurity Rules

The Securities and Exchange Commission (“SEC”) adopted new rules on July 26, 2023, to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incidents by public companies. …more

Cybersecurity, Disclosure Requirements, Risk Management, Securities and Exchange Commission (SEC)

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Mary Kate Murray

Final Regulations Released for the Clean Electricity Low-Income Communities Bonus Credit Program

The U.S. Department of the Treasury and the Internal Revenue Service have published final regulations concerning the low-income communities bonus credit program under Section 48E(h) of the Internal Revenue Code of 1986, as…more

Clean Energy, Energy Sector, Final Rules, Inflation Reduction Act (IRA), Internal Revenue Code (IRC)

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Mark Mushkin

The Download: How Defense Tech Is Evolving & Why Renewable Energy Is Booming in Texas

In this edition of The Download, we dive into insights from SXSW, where we had the chance to talk with Jim Rabuck at the Defense Innovation Unit, Sean Voigt, founder of Austin Climate Hub and David J. Neff, partner at Ecliptic…more

Artificial Intelligence, Climate Change, Defense Contracts, Defense Sector, Energy Sector

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Natalie Nahabet

South Carolina District Court Grants Summary Judgment for TCPA Defendant after Supreme Court’s Duguid Decision

A South Carolina federal district court recently granted summary judgment for a TCPA defendant in one of the first major lower court decisions following the Supreme Court's opinion in Facebook v. Duguid, which clarified (and…more

ATDS, Auto-Dialed Calls, Facebook Inc v Duguid, Random or Sequential Number Generator, Robocalling

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Jeff Naimon

What’s Coming in Consumer Finance Regulation & Enforcement?

The Trump Administration promises a new landscape for financial institutions and fintechs. Orrick’s John Coleman, Amanda Lawrence, Jeff Naimon and Katy Ryan spoke about how to plan and operate in the coming months. Discussions…more

Banking Sector, Consumer Financial Protection Bureau (CFPB), Fair Credit Reporting Act (FCRA), Financial Institutions, Financial Services Industry

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Laura Brooks Najemy

COVID19 IP Update: Can 3D Printing Be the Solution to the Medical Supply Shortage?

As the pandemic worsens, more and more hospitals and medical providers are experiencing shortfalls of critical supplies, including ventilators, face shields, and masks. Those with 3D printers and idle manufacturing centers are…more

3D Printing, Damages, Defense Production Act, Immunity, Injunctive Relief

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Abhijit Narayan

Investments in Germany under COVID 19 – Turning Crises into Opportunity

The COVID-19 pandemic has already been declared as history's gravest economic crisis. Chancellor Angela Merkel described the current situation as "the most challenging crisis we have faced since the Second World War." But…more

Agribusiness, Coronavirus/COVID-19, Critical Infrastructure Sectors, Digital Health, Food Supply

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John Narducci

Flips from the UK to the US – Key UK and US Tax Considerations

The insertion of a US holding company by way of a share-for-share exchange, whereby the shares in an existing UK company (“UKCo”) are transferred to a new US company (“USCo”) in exchange for shares issued by USCo, is commonly…more

Corporate Taxes, HMRC, International Tax Issues, Stamp Duty Land Tax

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Mitchell Naumoff

The SEC’s Proposed New Cybersecurity Disclosure Requirements: ABS Supplement for Asset-Backed Issuers

Last week, the SEC proposed new disclosure rules for public companies regarding cybersecurity incidents and related policies and procedures. These rules could affect how companies structure cybersecurity programs…more

Asset-Backed Securities, Cyber Incident Reporting, Cybersecurity, Disclosure Requirements, Proposed Rules

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Sushila Nayak

UK Nears Final Securitistion Regulations

On 11 July 2023, HM Treasury published an updated, near-final draft of the regulations (the Securitisation Regulations) that will, when adopted, replace the retained EU Securitisation Regulation that has been in force in the UK…more

Financial Conduct Authority (FCA), Financial Services Industry, Institutional Investors, UK

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Nico Neukam

Growth und Hurdle Shares in deutschen Start-ups – Strukturen / Praktische Umsetzung / Empirische Daten

Für deutsche Start-ups sind Growth und Hurdle Shares besonders interessant, um Key Employees und Late Co-Founder zu incentivieren, wenn das Unternehmen bereits einen substantiellen Eigenkapitalwert hat und damit für Gründer und…more

Business Development, Corporate Governance, Cross-Border Transactions, Germany, Innovative Technology

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Matthew Neuringer

Legal Ninja Snapshot: #ESOP & Flips — U.S. ESOPs May Become Available for the Employees of the German Subsidiary

Much has been written about the unsatisfactory tax situation of German employees when it comes to equity-based employee stock (option) programs ("ESOP"). Historically, employees were taxed at the time of issuance of shares below…more

Capital Gains, Capital Gains Tax, Employee Benefits, ESOP, Germany

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Victoria Newbold

Founder Series: Managing Investment Control Risk in the UK

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Acquisitions, Investment, Investment Management, Investors, Merger Controls

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Jennifer Ng

Additional Considerations on IP Due Diligence for Prospective Investors of Emerging Life Sciences Companies

Following our first article on IP due diligence considerations for prospective investors of emerging life sciences companies, we’re taking an in-depth look at the due diligent action items that can help with decision-making and…more

Due Diligence, Intellectual Property Agreements, Intellectual Property Protection, IP License, Life Sciences

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Dr. Wilhelm Nolting-Hauff

Edition 2021: Employment Law in Germany – Practical Bilingual Guidelines for Chinese Businesses and Investors

1.1 The Basics The formation of the employment contract is generally subject to the same requirements as any other contract. There must be an offer and an acceptance (either oral or in writing), an intention to enter into…more

China, Collective Bargaining Agreements (CBA), Employer Liability Issues, Employment Contract, Foreign Investment

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Flavio Notari

Deal Flow 5.0: 5 Things We Learned About European Tech Deal Terms in 2024

In 2024, despite political and regulatory challenges, Europe's talent pool reached new heights, even amid funding shortages. Venture capital investment in European startups reached over $52B last year, aligning with the market's…more

Capital Markets, EU, Financial Markets, Financial Services Industry, FinTech

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Yvonne Nyborg

The Cares Act Summary

Employee Benefit Provisions in The Cares Act - To confront the COVID-19 pandemic, Congress passed the CORNAVIRUS AID, RELIEF, AND ECONOMIC SECURITY ACT (CARES ACT) on March 27, 2020. It expands access to retirement funds and…more

CARES Act, Coronavirus/COVID-19, Employee Benefits, Families First Coronavirus Response Act (FFCRA), Financial Stimulus

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Robert O'Connell Jr.

Ten Facts about the USPTO’s New Expungement and Reexamination Proceedings

As 2021 drew to a close, the United States Patent and Trademark Office (USPTO) introduced two new procedures pursuant to the Trademark Modernization Act of 2020 (the “Act”), providing new, streamlined avenues to seek…more

Expungement, Trademark Application, Trademark Cancellation, Trademark Modernization Act (TMA), Trademark Trial and Appeal Board

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David O'Donovan

Energy Transition Series: Five Things to Know about Electric Vehicle Infrastructure

This is part two of our Energy Transition Series, in which we offer our insights on new technologies and their role in driving the energy transition. Part one, 'Five Things to Know about Oil & Gas Electrification'..…more

Automotive Industry, Charging Stations, Electric Vehicles, Infrastructure, Motor Vehicles

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Anna O'Kelly

Startups in the UK: Navigating the Next Phase of Growth

In the second article of a two-part series, Jamie Moore, Kristy Hart, Kelly Hagedorn, Scott Morrison, Cameron Carr, Emma Cameron, Anna O’Kelly and Hanna Hewitt of Orrick explain the key issues and complexities that UK startups…more

Board of Directors, Breach of Duty, Business Formation, Fiduciary Duty, Shareholders

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Mike O'Donnell

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

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Alyssa Ohanian

'Clawing Back' Executive Compensation: Companies Listed on the NYSE and Nasdaq Have Until December 1 to Adopt a Compensation Recovery Policy

Companies listed on the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) have until December 1 to adopt compliant clawback policies now that the SEC has approved listing standards the exchanges proposed. The SEC…more

Clawbacks, Nasdaq, NYSE, Securities and Exchange Commission (SEC)

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Yumiko Ohta

Employers’ Options after the Declaration of State of Emergency in Japan (Japanese)

On April 7, Japan declared a state of emergency covering the seven prefectures of Tokyo, Kanagawa, Saitama, Chiba, Osaka, Hyogo and Fukuoka, effective immediately and lasting through May 6…more

Coronavirus/COVID-19, Japan, Public Health, State of Emergency, Temporary Layoffs

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Carl Oldenbourg

Legal Ninja Snapshot: Negative Vesting – Maybe Legal But Really a Good Idea?

Case law about virtual employee participation programs (VSOP), which are still the predominant form of employee participation in German start-ups, are rare. Earlier this year, the Regional Labour Court of Munich upheld certain…more

Emerging Growth Companies, Germany, Startups, Vesting

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Laurent Olleon

Article 212 du CGI : Le Conseil d’tat se penche sur la question du taux de march

Par une décision du 19 juin 2017 (n° 392543, GE Money Bank), abondamment commentée, le Conseil d’État avait, de façon pragmatique, jugé que le taux de marché par référence auquel il convient d’apprécier si une société a emprunté…more

Creditors, Debtors, France, Interest Rates, Loans

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Bola Oloko

REMICs, Mortgage Loan Modifications and COVID-19

This memorandum discusses certain tax considerations in connection with forbearances, waivers and other modifications with respect to a mortgage loan that is held by a REMIC or about to be contributed to a REMIC, in light of the…more

Coronavirus/COVID-19, IRS, Loan Modifications, Mortgages, REMIC

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Yumiko Olsen

European Data Act: Harmonised Rules on Fair Access to and Use of Data

This Essential Guide to the European Data Act is part of Orrick's Cybersecurity & Privacy Compass Series. The Cybersecurity & Privacy Compass is your global guide to the evolving cybersecurity and privacy regulatory landscape…more

Cybersecurity, Data Privacy, Data Protection, Data Security

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Edwin Oswald

P3 Infrastructure Assessment Grants: New DOT Grants to Help State and Local Governments Study P3 Possibilities

The Department of Transportation's Build America Bureau is soliciting applications until May 10 for grants intended to help state and local governments assess whether any of their assets would be viable for monetization in a…more

Department of Transportation (DOT), Grants, Infrastructure, Public Private Partnerships (P3s), Transportation Industry

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Joel Othen-Lawson

English Arbitration Act 2025 – Bill Becomes Law

The long-awaited Arbitration Act 2025 (the “2025 Act”) finally received Royal Assent on 24 February 2025, paving the way for significant refinement of the Arbitration Act 1996 (the “1996 Act”) and the conduct of arbitration in…more

Arbitration, Arbitration Agreements, Arbitration Awards, Arbitrators, Dispute Resolution

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Chris Ottenweller

Trade Secrets And 3rd Parties: Litigation Traps To Avoid

Many companies have developed trade secrets policies to protect their valuable information, but even forward-thinking companies may not have internal controls to avoid liability as third parties to alleged trade secret…more

Contractors, Misappropriation, Third-Party, Third-Party Liability, Trade Secrets

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Kathleen Owen

State of the States: 2024 Elections

What are the outcomes of the 2024 U.S. state elections – and what does it mean for companies growing and operating across the country? Our update examines the available outcomes and trends from critical state Attorneys General…more

Election Results, General Elections, Political Campaigns, Political Candidates, State and Local Government

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Nadège Owen

Will France Become More Employer Friendly with Labor Law Reform?

In June 2017, the French government unveiled its plan to renew French social model, such program includes notably reforming employment law, French pension and unemployment insurance systems. As a first step of this…more

Collective Bargaining, France, Hiring & Firing, International Labor Laws, Termination

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William Oxley

Five Document Management Steps to Protect an Emerging Company’s Future

Focused on getting their businesses in a position to thrive, few emerging companies think about how documents and document management policies can cause significant future litigation exposure. We have found that emails, IMs,…more

Confidential Information, Confidentiality Policies, Corporate Counsel, Document Management, Document Retention Policies

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Onur Öztürk

Legal Ninja Snapshot: #ESOP & Flips - U.S. ESOPs for Employees of the German Subsidiary Now Available

Good news! The second chamber (Bundesrat) has now paved the way for the eagerly awaited and much-debated inclusion of a group privilege in sec. 19a of the German Income Tax Act (“EStG”). German start-ups that have done the…more

Capital Gains Tax, Employee Benefits, ESOP, Germany, Income Taxes

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Zac Padgett

The Download: How Defense Tech Is Evolving & Why Renewable Energy Is Booming in Texas

In this edition of The Download, we dive into insights from SXSW, where we had the chance to talk with Jim Rabuck at the Defense Innovation Unit, Sean Voigt, founder of Austin Climate Hub and David J. Neff, partner at Ecliptic…more

Artificial Intelligence, Climate Change, Defense Contracts, Defense Sector, Energy Sector

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John Palmer

Cyber Threats in Public Finance: Protecting Transactions from Wire Fraud

A recent cyberattack on a Michigan township has exposed weaknesses in the bond-closing process. In this incident, hackers stole over $25 million in bond proceeds by using spoofed email addresses to provide fraudulent wire…more

Cyber Attacks, Cyber Threats, Cybersecurity, Data Breach, Data Security

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Avani Panchal

Voluntary Carbon Markets Joint Policy Statement and Principles

A group of U.S. federal departments and offices, including the White House, the U.S. Department of the Treasury, the U.S. Department of Energy and the U.S. Department of Agriculture has released the Voluntary Carbon Markets…more

Carbon Emissions, Department of Energy (DOE), Energy Sector, Greenhouse Gas Emissions, U.S. Treasury

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SeoJung Park

UK Founder Series: Flip Back from the U.S. – Key U.S. Tax Considerations

Orrick's UK Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Acquisitions, Corporate Taxes, Double Taxation, Foreign Investment, Internal Revenue Code (IRC)

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Amy Pasacreta

Fifth Circuit Vacates SEC’s Private Fund Advisers Rule

The Fifth Circuit Court of Appeals has vacated a Securities and Exchange Commission rule that represented one of the most significant changes to regulating private funds and private fund advisers since 2010…more

Broker-Dealer, Investment Adviser, Investors, Private Funds, Securities and Exchange Commission (SEC)

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Chelsea Munoz Patchen

Final Regulations Released for the Clean Electricity Low-Income Communities Bonus Credit Program

The U.S. Department of the Treasury and the Internal Revenue Service have published final regulations concerning the low-income communities bonus credit program under Section 48E(h) of the Internal Revenue Code of 1986, as…more

Clean Energy, Energy Sector, Final Rules, Inflation Reduction Act (IRA), Internal Revenue Code (IRC)

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T. Vann Pearce Jr.

PTAB Snapshot – Q2 2021: Institution Rate, Discretionary Denials, And PTAB Estoppel

In this first edition of Orrick’s quarterly series on PTAB trends and precedent, we provide statistics on the falling institution rate, relatively steady challenger success rate, and rapid increase in discretionary denials…more

Estoppel, Intellectual Property Protection, Inter Partes Review (IPR) Proceeding, Patent Trial and Appeal Board, Patents

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Livia Maria Pedroni

Deal Flow 5.0: 5 Things We Learned About European Tech Deal Terms in 2024

In 2024, despite political and regulatory challenges, Europe's talent pool reached new heights, even amid funding shortages. Venture capital investment in European startups reached over $52B last year, aligning with the market's…more

Capital Markets, EU, Financial Markets, Financial Services Industry, FinTech

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Naomi Pen

Did the FCC Really Ban AI-Generated Voice Calls? No . . . But Restrictions Apply

The Federal Communications Commission (FCC) has released a declaratory ruling confirming that calls containing AI-generated voices are subject to consent requirements imposed on “artificial or prerecorded voices” under the TCPA…more

Artificial Intelligence, FCC, Robocalling, TCPA, Telecommunications

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Marisa Perfetti

The Continued State Enforcement of Federal Financial Regulatory Laws

Over the past four years, the Consumer Financial Protection Bureau has sought to strengthen state and local governments’ enforcement of consumer protection laws. The CFPB has engaged in numerous coordinated federal-state…more

Consumer Financial Products, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Consumer Protection Laws, Dodd-Frank

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Joseph Perkins

U.S. Indicts KuCoin: What It Means for Cryptocurrency Companies Offering Money Transmission Services to U.S. Customers

In a display of the United States' jurisdictional reach, the Justice Department has indicted KuCoin, a prominent global cryptocurrency exchange, along with founders Chun Gan and Ke Tang, for Bank Secrecy Act (BSA) and unlicensed…more

Anti-Money Laundering, Bank Secrecy Act, Cryptocurrency, FinCEN, Money Transmitter

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Christopher Perry

Founder Series: Top Tips on Raising Bridge Financing

Convertible securities such as simple agreements for future equity (SAFEs), advance subscription agreements (ASAs) and conventional convertible loan notes (CLNs) are increasingly used as agile and flexible funding instruments,…more

Conversion, Debt Financing, Early Stage Companies, Equity Financing, Financing

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Jessica Perry

Updated Guidance on Return to Work from OSHA and EEOC

As much of the US re-opens, governmental agencies are issuing updated guidance to guide the return to the workplace. Here’s the latest from OSHA and the EEOC…more

Coronavirus/COVID-19, Employer Responsibilities, Equal Employment Opportunity Commission (EEOC), OSHA, Personal Protective Equipment

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Randolph Perry

Orrick's Global Real Estate Roundup - February 2013

As we look back on a busy fourth quarter 2012 that saw a flurry of deal closings in the final weeks of the year for core and value-added commercial properties in the US, an active transaction pipeline is already ramping up for…more

CMBS, Commercial Real Estate Market, Foreign Investment, REIT

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Jeremy Peterman

Stadnick v. Vivint Solar: The Second Circuit Rejects Shaw's "Extreme Departure Test"

Last week in Stadnick v. Vivint Solar, the Second Circuit provided important guidance for determining when an omission in a registration statement is material for purposes of a Section 11 claim. The decision holds that the…more

Disclosure Requirements, Initial Public Offering (IPO), Material Misstatements, Registration Statement, Renewable Energy

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Kristin Petersen

HSR Filing Thresholds, Filing Fees, and Penalties on the Rise Again

The U.S. Federal Trade Commission (FTC) has announced revised filing thresholds as required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act), along with adjusted HSR filing fee tiers and amounts…more

Acquisitions, Antitrust Provisions, Federal Trade Commission (FTC), Filing Fees, Filing Requirements

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Renee Phillips

Largest Single Whistleblower Award Ever under Dodd Frank

The Commodity Futures Trading Commission awarded approximately $200 million to a single whistleblower earlier this month based on the individual’s “significant contribution” to the success of a CFTC action and two Related…more

CFTC, Corporate Investigations, Dodd-Frank, Enforcement Actions, Sarbanes-Oxley

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Tierra Piens

Foreign Contractors Face New U.S. DEI Certification Requirements

Foreign companies with U.S. government contracts are facing new scrutiny. Media outlets are reporting that the U.S. Embassy in Paris has ordered dozens of French companies with U.S. government contracts to certify, pursuant to…more

Anti-Discrimination Policies, Certification Requirements, Diversity and Inclusion Standards (D&I), Employment Discrimination, Equal Employment Opportunity Commission (EEOC)

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Wolfram Pohl

Final Regulations Released for the Clean Electricity Low-Income Communities Bonus Credit Program

The U.S. Department of the Treasury and the Internal Revenue Service have published final regulations concerning the low-income communities bonus credit program under Section 48E(h) of the Internal Revenue Code of 1986, as…more

Clean Energy, Energy Sector, Final Rules, Inflation Reduction Act (IRA), Internal Revenue Code (IRC)

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Nicholas Poli

Lehman Brothers to Pay $2.38 Billion in Connection with RMBS Claims

On March 8, 2018, Judge Shelley C. Chapman of the United States Bankruptcy Court for the Southern District of New York issued a decision from the bench valuing RMBS breach of representation and warranty claims against…more

Bankruptcy Court, Representations and Warranties, RMBS, Trustees

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Ryan Pollard

Banking Agencies Issue Guidance on Managing Risks with Fintechs and Other Third Parties: How It May Affect Your Business

After a nearly two-year notice and comment period, the Comptroller of the Currency, Federal Deposit Insurance Corporation and Federal Reserve have published much-anticipated final guidance for banks on managing risks associated…more

Banking Sector, Banks, FDIC, Federal Reserve, OCC

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Josh Pollick

M&A Considerations for Serial Acquirers

Companies that frequently acquire other companies benefit from a structured M&A playbook and robust due diligence. Justin Yi and Josh Pollick cover those points and also explore the complexities of earnouts and integration…more

Acquisitions, Contract Terms, Due Diligence, Mergers, Tax Planning

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Brianna Pomatico

5 Important Immigration Considerations in M&A Deals

In mergers and acquisitions, companies often focus on the financial, legal and operational aspects of a deal. In today’s global economy, however, many companies have an international workforce, including highly skilled foreign…more

Acquisitions, Due Diligence, Immigrants, Immigration Procedures, Mergers

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Bianca Ponziani

California’s Delete Act: 5 Things to Know

California Gov. Gavin Newsom has signed a bill into law aimed at letting consumers delete their personal information in the hands of data brokers in California…more

California Consumer Privacy Act (CCPA), Cybersecurity, Data Brokers, Data Collection, Data Privacy

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Scott Porter

Updated Beneficial Ownership Reporting Rules: All U.S. Companies Are Exempt; Only Foreign Companies Must Report

On March 21, 2025, the Financial Crimes Enforcement Network of the U.S. Treasury Department (“FinCEN”) narrowed the scope of the beneficial ownership information (“BOI”) filing requirement under the Corporate Transparency Act to…more

Beneficial Owner, Business Entities, Corporate Transparency Act, Filing Deadlines, Final Rules

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Meredith Price Dawson

The Impact of the Serta and Mitel Decisions: What Comes Next

The Fifth Circuit struck down Serta Simmons’ 2020 uptier transaction, while the New York Appellate Division upheld a similar transaction in a case involving Mitel Networks, exposing key differences in how courts interpret…more

Bankruptcy Court, Borrowers, Corporate Restructuring, Creditors, Debt

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Francesca Proietto

Soluzioni informatiche per la sottoscrizione elettronica di documenti

Nell'attuale contesto di emergenza sanitaria per la diffusione del COVID-19, tra le svariate attività divenute più complesse a seguito del protrarsi del periodo di lockdown, rientra per molti anche la sottoscrizione di documenti…more

Contract Drafting, Coronavirus/COVID-19, E-Signatures, Electronic Data Transmissions, Information Technology

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Mark Puzella

Three IP Issues to Watch Out for When It Comes to NFTs

Seemingly overnight, non-fungible tokens (NFTs) have exploded onto the market and into the public consciousness. The eye-popping prices that some have commanded—and their potential to revolutionize the concept of ownership…more

Copyright Infringement, DMCA, Intellectual Property Protection, Non-Fungible Tokens (NFTs), Trademark Registration

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Alexander Radisich

CFPB Issues Final Rule on Higher-Priced Mortgage Loan Escrow Exemption

On January 19, the CFPB issued a final rule exempting certain insured depository institutions and insured credit unions from the requirement to establish escrow accounts for certain higher-priced mortgage loans (HPMLs). The…more

Consumer Financial Protection Bureau (CFPB), Credit Unions, Liens, Loans, Mortgages

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Olivia Ragoowansi

Q&A: Will States Take the Lead in Consumer Protection?

On Saturday, February 1, Rohit Chopra was dismissed as Director of the Consumer Financial Protection Bureau (CFPB), with Secretary Scott Bessent appointed as Acting Director that same day. The following weekend, Office of…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Protection Laws, Dodd-Frank, Enforcement Actions

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Hari Raman

SEC Final SPAC Rules: Key Takeaways

The Securities and Exchange Commission (the “SEC”) has finalized its long-awaited rules regarding special purpose acquisition companies (“SPAC”). So, what are the key aspects of these rules that SPAC market participants should…more

Disclosure Requirements, Final Rules, Initial Public Offering (IPO), Investment Company Act of 1940, Securities Act of 1933

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Norma Ramirez-Marin

Read the Actual Report: CFPB Supervisory Highlights Report Suggests That “Illegal Junk Fees” Are Not a Widespread Problem in Mortgage Servicing

On April 24, the CFPB issued a press release entitled “CFPB Takes Action to Stop Illegal Junk Fees in Mortgage Servicing,” which touts its latest Supervisory Highlights report on mortgage servicing…more

Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Hidden Fees, Mortgage Servicers

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Taylor Ranfos

What Commercial Finance Companies Need to Know About New Commercial Financing Disclosure Rules

There has been increased focus on commercial financing transactions over the past few years. States have been moving to introduce consumer lending disclosure regimes to commercial financing. Several states, including California…more

Banking Sector, Commercial Loans, Disclosure Requirements, Financial Institutions, Financial Services Industry

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Ken Rasamny

SEC Issues Guidance on Use of Minimum Investment Amounts for Verifying Accredited Investor Status Under Rule 506(c)

On March 12, 2025, the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued a no-action letter in response to a request seeking interpretative guidance on verifying accredited investor status in…more

Accredited Investors, Capital Markets, Investment, Investors, Regulation D

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Olivia Rauh

US Data Localization Law Coming Soon: DOJ Issues Final Rule on Certain Data Transfers to “Countries of Concern”

The Department of Justice has finalized prohibitions and restrictions on cross-border transfers of certain data to China and other “Countries of Concern” (as defined below). It seeks to address what is, in the U.S. government’s…more

Artificial Intelligence, China, Cuba, Data Privacy, Data Security

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Georgia Ravitz

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

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Amy Ray

Federal Court Blocks FTC Non-Compete Ban: What Companies Should Know

Additional Important Updates on the FTC’s Non-Compete Ban August.21.2024 The Rule is Blocked Nationwide: On August 20, 2024, the U.S. District Court for the Northern District of Texas in Ryan, LLC v. FTC, granted…more

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

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Taylor Raymond

Legislation Relating to Public Finance Enacted by the 86th Texas Legislature (Regular Session)

This document briefly summarizes a select list of legislation relating to public finance enacted by the 86th Legislature (Regular Session) that became law. Bills are arranged alphabetically by subject matter, separating laws of…more

Bonds, Charter Schools, Economic Development, New Legislation, Occupancy Tax

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Chris Regan

DOJ Brings First Criminal Charges for Trades Under a Rule 10b5‐1 Plan

On March 1, 2023, the Department of Justice (DOJ) announced the insider-trading indictment of Terren Peizer, Chairman and former CEO of health-care provider Ontrak. DOJ called this indictment “groundbreaking,” in that it is the…more

10b5-1 Plans, Affirmative Defenses, Department of Justice (DOJ), Enforcement Actions, Insider Trading

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Nathaniel Reisenburg

U.S. Indicts KuCoin: What It Means for Cryptocurrency Companies Offering Money Transmission Services to U.S. Customers

In a display of the United States' jurisdictional reach, the Justice Department has indicted KuCoin, a prominent global cryptocurrency exchange, along with founders Chun Gan and Ke Tang, for Bank Secrecy Act (BSA) and unlicensed…more

Anti-Money Laundering, Bank Secrecy Act, Cryptocurrency, FinCEN, Money Transmitter

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Sloan Renfro

Booz Allen FCA Settlement: Gotta Keep 'em Separated

The latest multi-million-dollar False Claims Act (“FCA”) settlement between the Department of Justice and Booz Allen Hamilton Holding Corporation serves as an important reminder that government contractors must guard against the…more

Department of Justice (DOJ), False Claims Act (FCA), Federal Contractors, Settlement

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Christine Reynolds

P3 Infrastructure Assessment Grants: New DOT Grants to Help State and Local Governments Study P3 Possibilities

The Department of Transportation's Build America Bureau is soliciting applications until May 10 for grants intended to help state and local governments assess whether any of their assets would be viable for monetization in a…more

Department of Transportation (DOT), Grants, Infrastructure, Public Private Partnerships (P3s), Transportation Industry

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Robert Reznick

United States Supreme Court Clarifies Contours of Specific Personal Jurisdiction in Ford Motor Co. v. Montana Eighth Judicial District Court and Ford Motor Co. v. Bandemer

In Ford Motor Co. v. Montana Eighth Judicial District Court and Ford Motor Co. v. Bandemer, issued Wednesday, the United States Supreme Court rejected Ford Motor Company’s challenge to two state courts’ assertion of specific…more

Automotive Industry, Causation, Corporate Counsel, Ford Motor, Ford Motor Co. v Bandemer

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David Rhinesmith

DEI Executive Order Implies Threat of FCA Litigation

On January 21, 2025, the Trump Administration issued Executive Order 14173 focused on diversity, equity and inclusion (“DEI”) programs and their use in the public and private sectors. This Executive Order links compliance with…more

Anti-Discrimination Policies, Diversity and Inclusion Standards (D&I), Employment Discrimination, Executive Orders, False Claims Act (FCA)

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Julia Riechert

California Enacts Legislation Codifying COVID-19 Workers’ Compensation Presumption for Certain Groups of Employees and Imposing Employer Reporting Requirement

On September 17, 2020, California Governor Newsom signed SB-1159. Effective immediately, the bill adds three new sections to the California Labor Code (§§ 3212.86-3212.88) which create a rebuttable presumption that certain…more

Coronavirus/COVID-19, Employer Responsibilities, Governor Newsom, Reporting Requirements, Sick Employees

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Melinda Riechert

PAGA Claims May Proceed Despite Arguments That Trying Them Could Be ‘Unmanageable,’ California Supreme Court Rules

The California Supreme Court has determined that trial courts lack the authority to strike claims brought under California’s Private Attorneys General Act (PAGA) on the grounds that trying them would be unmanageable…more

CA Supreme Court, Class Action, Employer Liability Issues, Employment Litigation, Labor Code

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Kevin Riehle

Climate Change Litigation on the Rise

The recent decision of the European Court of Human Rights (ECtHR) in the matter Verein Klimaseniorinnen and others v. Switzerland has attracted significant media interest. The judges found that Switzerland had not fulfilled its…more

Arbitration, Carbon Emissions, Climate Change, EU, European Court of Human Rights

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Lindsay Rindskopf

Federal Circuit Sets Forth a More “Flexible” Approach to Obviousness of Design Patents in Two Key Ways

In a dispute over the validity of design patents covering the fenders of GM’s 2018-2020 Chevrolet Equinox, the Federal Circuit overturned its own long-standing Rosen-Durling “rigid” standard for assessing obviousness of design…more

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

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Adam Rizzo

Sanctions Are Not a ‘Get Out Of Arbitration Free’ Card!

The English High Court has confirmed that UK courts do not consider sanctions a bar to enforcing arbitration clauses referring disputes to the London Court of International Arbitration (LCIA). The court’s 10 May ruling confirms…more

Arbitration, Arbitration Agreements, International Arbitration, LCIA, UK

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Braxton Roam

Final Regulations Released for the Clean Electricity Low-Income Communities Bonus Credit Program

The U.S. Department of the Treasury and the Internal Revenue Service have published final regulations concerning the low-income communities bonus credit program under Section 48E(h) of the Internal Revenue Code of 1986, as…more

Clean Energy, Energy Sector, Final Rules, Inflation Reduction Act (IRA), Internal Revenue Code (IRC)

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Jonas Robison

Newly Formed Bridge Bank for SVB – Some Practical Implications

On Monday, March 13, 2023, the Federal Deposit Insurance Corporation (“FDIC”) transferred all deposits and substantially all the assets of Silicon Valley Bank (“SVB”), formerly a California state chartered bank that was taken…more

Banking Sector, Deposit Insurance, Depository Institutions, FDIC, Financial Crisis

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Cosmas Robless

U.S. Data Localization Law Coming Soon: What Life Science Companies Need to Know

The DOJ has finalized a set of prohibitions and restrictions on cross-border transfers of certain U.S. data to China and other “Countries of Concern” (for now, Cuba, Iran, North Korea, Russia, and Venezuela), as well as to…more

Data Privacy, Data Protection, Data Security, Department of Justice (DOJ), International Data Transfers

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Kevin Roche

Tender Offers Are Here To Stay – What Do I Need To Know?

Municipal tender offers have rapidly increased in volume since 2020, and 2023 is anticipated to be the highest volume year for voluntary municipal tender offers. As reported by the Bond Buyer, 2021 and 2022 each saw about $4…more

Bonds, Securities and Exchange Commission (SEC), Tax Cuts and Jobs Act, Tax-Exempt Bonds

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Clinton Rockwell

CFPB Pause: Where From Here?

Visit our resource center, CFPB Pause: Where From Here?, to stay on top of the latest and what it may mean for the federal and state regulatory and enforcement landscape. On February 8, the Consumer Financial Protection Bureau…more

Administrative Procedure Act, Consumer Financial Protection Bureau (CFPB), Dodd-Frank, Enforcement Actions, Financial Regulatory Reform

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Camila Rodriguez

SEC Finalizes Beneficial Ownership Rule Amendments

The SEC has adopted amendments to the beneficial ownership rules under Sections 13(d) and 13(g) of the Securities and Exchange Act. When the amendments take effect, they will accelerate filing deadlines, incrementally clarify…more

Beneficial Owner, Derivatives, Filing Deadlines, Filing Requirements, Reporting Requirements

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Alison Roffi

Policyholder Insider Quarterly

October ordinarily brings the return of crisp air, fall foliage and Halloween. This year, for the first time, it also brought National Cybersecurity Awareness Month. Yet designating a month to increase cybersecurity awareness…more

Cyber Insurance, Cybersecurity, Data Breach, Employer Liability Issues, Foreign Corrupt Practices Act (FCPA)

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Justin Rosas

President Signs $2.2 Trillion CARES Act

Last week, following approval in the House and the Senate, President Donald Trump signed the Coronavirus Aid, Relief, and Economic Stabilization Act (or CARES Act) into law…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Financial Stimulus, Grants

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Camille Joanne Rosca

CFPB Alive and Kicking – Issues New Guidance to Eliminate "Junk Fees" with Banks and Fintechs in its Cross Hairs

Despite a recent Fifth Circuit decision that found the Consumer Financial Protection Bureau’s (“CFPB”) funding structure unconstitutional in a years-long series of attacks to undermine the constitutionality of the agency, the…more

Banking Sector, CFPB Bulletins, Consumer Financial Protection Bureau (CFPB), Fees, Financial Services Industry

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B.J. Rosen

UK Spring Budget 2024: 5 Key Tax Highlights

The UK Government has announced a number of tax measures in today’s UK Spring Budget. There were no major surprises, particular as some of these developments had been trailed in recent days. As many commentators have…more

Budgets, International Tax Issues, Tax Planning, UK

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Jonathan Rosen

Flips from the UK to the US – Key UK and US Tax Considerations

The insertion of a US holding company by way of a share-for-share exchange, whereby the shares in an existing UK company (“UKCo”) are transferred to a new US company (“USCo”) in exchange for shares issued by USCo, is commonly…more

Corporate Taxes, HMRC, International Tax Issues, Stamp Duty Land Tax

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Jill Rosenberg

Fourth Circuit Reinstates Anti-DEI Executive Orders Pending Further Litigation

On February 21, 2025, the U.S. District Court for the District of Maryland entered a preliminary injunction blocking the enforcement of important aspects of two Executive Orders: “Ending Radical and Wasteful Government DEI…more

Appeals, Constitutional Challenges, Diversity and Inclusion Standards (D&I), Due Process, Enforcement Actions

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Michael Rosenberg

CFPB Issues Filing Instructions for Nonbank Registry

Nonbank financial institutions that have been subject to public orders resulting from regulatory actions now have filing instructions on reporting information to a new registry meant to help identify repeat offenders…more

Banking Sector, Consumer Financial Protection Bureau (CFPB), Financial Institutions, Financial Services Industry

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E. Joshua Rosenkranz

Fourth Circuit Reinstates Anti-DEI Executive Orders Pending Further Litigation

On February 21, 2025, the U.S. District Court for the District of Maryland entered a preliminary injunction blocking the enforcement of important aspects of two Executive Orders: “Ending Radical and Wasteful Government DEI…more

Appeals, Constitutional Challenges, Diversity and Inclusion Standards (D&I), Due Process, Enforcement Actions

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Amy Ross

Hedge Fund Hack Results in Trade Secret Loss, and Raises SEC Reporting Issues

Data breaches may be nothing new, but they are certainly evolving into bigger and more notorious infractions. While the data breaches of yesterday may have involved accidental disclosure or disgruntled former employees, the data…more

Corporate Counsel, Criminal Conspiracy, Data Breach, Hackers, Hedge Funds

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Aviva Roth

Post-Issuance Tax Compliance and Continuing Disclosure Responsibilities for Issuers and Borrowers of Tax-Exempt Bonds (Second Edition)

The tax-exempt bond market is perennially under heightened scrutiny by various regulators, including the Internal Revenue Service (the "IRS"), the United States Securities and Exchange Commission (the "SEC") and the Municipal…more

Bond Issuers, Internal Revenue Code (IRC), IRS, MSRB, Public Finance

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Daniel Rubens

Second Circuit Affirms Enforceability of Flip Provisions in Swap Agreements Under Bankruptcy Code Safe Harbor

For over a decade, Lehman Brothers Special Financing (“LBSF”) has been litigating the enforceability of so-called “flip clauses” in connection with the post-bankruptcy liquidation of swap agreements. These clauses, which are…more

Bankruptcy Code, Chapter 11, Collateralized Debt Obligations, Commercial Bankruptcy, Flip Transactions

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Dr. Johannes Rüberg

Growth und Hurdle Shares in deutschen Start-ups – Strukturen / Praktische Umsetzung / Empirische Daten

Für deutsche Start-ups sind Growth und Hurdle Shares besonders interessant, um Key Employees und Late Co-Founder zu incentivieren, wenn das Unternehmen bereits einen substantiellen Eigenkapitalwert hat und damit für Gründer und…more

Business Development, Corporate Governance, Cross-Border Transactions, Germany, Innovative Technology

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Aaron Rubin

Delaware Supreme Court’s Long‐Awaited Decision May Raise More Questions Than It Answers

On November 16, 2021, the Supreme Court of Delaware issued an opinion in Lavastone Capital LLC v. Estate of Beverly E. Berland (“Berland”) answering three certified questions under Delaware law. All three questions concerned…more

DE Supreme Court, Death Benefits, Insurance Claims, Insurance Litigation, Life Insurance

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David Ruff

Continuation Funds: A Continuing Trend

The historically illiquid private equity market has found a new path to tradability through the private equity secondaries market and continuation funds. The secondaries market was once a niche market characterized by distressed…more

Investment, Investors, Private Equity, Private Equity Funds

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Paul Rugani

Recent SEC Financial Reporting Settlement Reflects the Growing Value of Early Self-Reporting and Cooperation

Among the worst nightmares of public company executives may be reports of possible accounting errors in earlier periodic filings or alleged employee manipulation of numbers. What to do? The historical playbook is well known…more

Financial Reporting, Form 8-K, Securities and Exchange Commission (SEC), Self-Reporting

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Michael Ruiz

An Overview of Loan Forgiveness Under the Reopened PPP

On January 19, 2021, the Small Business Administration (SBA) and the Department of the Treasury (Treasury) issued the Interim Final Rule on Loan Forgiveness Requirements and Loan Review Procedures as Amended by Economic Aid Act…more

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

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Diana Rutowski

Federal Circuit Sets Forth a More “Flexible” Approach to Obviousness of Design Patents in Two Key Ways

In a dispute over the validity of design patents covering the fenders of GM’s 2018-2020 Chevrolet Equinox, the Federal Circuit overturned its own long-standing Rosen-Durling “rigid” standard for assessing obviousness of design…more

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

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Katy Ryan

RegFi Episode 59: Don’t Sleep on the States: Financial Regulatory, Compliance & Enforcement Trends

RegFi co-hosts Jerry Buckley and Sherry Safchuk welcome fellow Orrick partner Katy Ryan to discuss the state financial regulatory landscape. Katy provides an overview of how federal agencies and states interact in our…more

Anti-Money Laundering, Bank Secrecy Act, Blockchain, BSA/AML, Data Privacy

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Ramon Ryan

Navigating Executive Actions: How to Assess Their Impact and Legality

In the first two weeks of his second administration, President Donald J. Trump has signed dozens of executive orders and “taken more than 300 executive actions” on a broad array of topics. These topics include oil and gas…more

Administrative Procedure Act, Constitutional Challenges, Corporate Counsel, Enforcement Actions, Environmental Policies

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Rohit Sachdev

California Battery Fires: Mitigating Commercial Risks in BESS Transactions

Battery energy storage systems (BESS) are an essential component of California’s leading energy transition strategy, enabling the state to integrate renewable energy production, stabilize the grid and ensure a reliable energy…more

Batteries, California, Clean Energy, Contract Terms, Energy Projects

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Sherry-Maria Safchuk

RegFi Episode 61: Reimagining Financial Regulation for the Digital Age

Jo Ann Barefoot, founder and CEO of the Alliance for Innovative Regulation (AIR), and Kabir Kumar, partner at Flourish Ventures, join co-hosts Jerry Buckley, Sasha Leonhardt and Sherry Safchuk for a special RegFi episode…more

Artificial Intelligence, Financial Regulatory Reform, Financial Services Industry, FinTech, Regulatory Oversight

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Faraaz Samadi

Deal Flow 5.0: 5 Things We Learned About European Tech Deal Terms in 2024

In 2024, despite political and regulatory challenges, Europe's talent pool reached new heights, even amid funding shortages. Venture capital investment in European startups reached over $52B last year, aligning with the market's…more

Capital Markets, EU, Financial Markets, Financial Services Industry, FinTech

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Ravinder Sandhu

Ofgem Launches Consultation on Developments to Tender Process Under Current OFTO Regime

In the midst of a flurry of renewed and invigorated commitments to offshore wind by the UK Government, the Office of Gas and Electricity Markets (Ofgem) has launched a consultation on one of the key components of the sector –…more

Energy Sector, Offshore Wind, Ofgem, UK, Wind Power

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Chanani Sandler

Don’t Let Perks Become Pitfalls: Key Questions to Consider When Granting Equity to Non-Employees

Equity compensation is an effective way to attract and retain talent without materially reducing a company’s cash flow. That said, noncompliance with local laws could end up costing a company in the long run…more

Employee Benefits, Equity Compensation, Stock Options

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Ignacio Sandoval

Corporate Transparency Act Beneficial Reporting Back in Effect – Stay Tuned

The Corporate Transparency Act (CTA) is back in effect − at least for now − and companies covered by the CTA are once again required to file beneficial ownership information (BOI) reports with FinCEN. On February 17, 2025, in…more

Appeals, Beneficial Owner, Constitutional Challenges, Corporate Transparency Act, Filing Deadlines

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Joseph Santiesteban

Cyber Threats in Public Finance: Protecting Transactions from Wire Fraud

A recent cyberattack on a Michigan township has exposed weaknesses in the bond-closing process. In this incident, hackers stole over $25 million in bond proceeds by using spoofed email addresses to provide fraudulent wire…more

Cyber Attacks, Cyber Threats, Cybersecurity, Data Breach, Data Security

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Elisabetta Santo

Recent Changes to Italian Arbitration Law

As part of Italy’s National Recovery and Resilience Plan, the Italian Council of Ministers have approved Legislative Decree No. 149/2022 (the “Decree”) to amend the Italian Code of Civil Procedure (“ICCP”). The Decree has been…more

Arbitration, Arbitration Agreements, Dispute Resolution, International Arbitration, Italy

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Leah Sanzari

FHFA Request for Input on Single-Family Credit Risk Transfer – Certain Salient Matters

In its request for input on single-family credit risk transfer RFI, FHFA expresses a strong preference for large, economically efficient, repeatable transactions, as well as programs that create a level playing field for both…more

Banking Sector, Comment Period, FHFA, Mortgage Loan Originators, Mortgages

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Anne Savin

OCC and FDIC Successfully Defend Valid-When-Made Rules

The Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC) have successfully defended their respective valid-when-made rules. On February 8, 2022, Judge Jeffry S. White, U.S…more

Administrative Procedure Act, Banking Sector, Consumer Financial Protection Bureau (CFPB), FDIC, Financial Services Industry

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Al Sawyers

SEC Exempts Asset-Backed Issuers from New Cybersecurity Rules

The Securities and Exchange Commission (“SEC”) adopted new rules on July 26, 2023, to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incidents by public companies. …more

Cybersecurity, Disclosure Requirements, Risk Management, Securities and Exchange Commission (SEC)

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Sarah Schaedler

Navigating the California AI Transparency Act: New Contract Requirements

Companies that create or produce a generative AI system with more than 1 million monthly users face new contracting requirements intended to help California users identify AI-generated content. On September 1, 2024, California…more

Artificial Intelligence, California, Contract Terms, Data Privacy, Disclosure Requirements

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Asalia Melanie Scheibner

Lapse of Virtual Stock Options in the Event of Voluntary Resignation – Good Leaver or Bad Leaver?

On March 19, 2025, the German Federal Labor Court (Bundesarbeitsgericht) ("FLC") ruled that a provision in an employee stock option plan providing for the immediate forfeiture of vested virtual stock options in the event of…more

Compensation & Benefits, Employee Benefits, Employee Rights, Employment Contract, Employment Litigation

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Michael Schrader

Yes For Affordable Housing – The Impact of Oregon’s Measure 102

Oregonians approved statewide ballot Measure 102 on November 6 and, in doing so, have provided local governments in Oregon with a powerful new tool to help address Oregon’s affordable housing crisis. The passage of Measure 102…more

Affordable Housing, Ballot Measures, Housing Market, Infrastructure, LIHTC

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Dr. Christian Schröder

The European Data Protection Board Shares Opinion on How to Use AI in Compliance with GDPR

The European Data Protection Board's (EDPB) Opinion 28/2024 provides valuable insights into the intersection of artificial intelligence and data protection, particularly in the context of compliance with the EU General Data…more

Artificial Intelligence, Data Privacy, Data Protection, EU, General Data Protection Regulation (GDPR)

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David Schulman

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

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Dr. Stefan Schultes-Schnitzlein

Growth und Hurdle Shares in deutschen Start-ups – Strukturen / Praktische Umsetzung / Empirische Daten

Für deutsche Start-ups sind Growth und Hurdle Shares besonders interessant, um Key Employees und Late Co-Founder zu incentivieren, wenn das Unternehmen bereits einen substantiellen Eigenkapitalwert hat und damit für Gründer und…more

Business Development, Corporate Governance, Cross-Border Transactions, Germany, Innovative Technology

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Ilona Schütz

Growth und Hurdle Shares in deutschen Start-ups – Strukturen / Praktische Umsetzung / Empirische Daten

Für deutsche Start-ups sind Growth und Hurdle Shares besonders interessant, um Key Employees und Late Co-Founder zu incentivieren, wenn das Unternehmen bereits einen substantiellen Eigenkapitalwert hat und damit für Gründer und…more

Business Development, Corporate Governance, Cross-Border Transactions, Germany, Innovative Technology

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Mario Scofferi

Solo lo stato può imporre un obbligo di vaccinazione

Il Tribunale di Messina, con ordinanza del 12 dicembre 2020, ha disposto la disapplicazione del Decreto con il quale l’Assessorato Regionale della Salute della Regione Sicilia disponeva un obbligo di vaccinazione antinfluenzale…more

Databases, EU, Health Care Providers, Influenza, Personal Data

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M. Todd Scott

Supreme Court Affirms State Courts Have Jurisdiction To Hear Federal Securities Act Class Actions In Cyan, Inc. V. Beaver County Employees Retirement Fund

Earlier this week, the U.S. Supreme Court issued its highly anticipated ruling in Cyan, Inc. v. Beaver County Employees Retirement Fund, which addresses whether state courts have jurisdiction over securities class actions…more

Class Action, Cyan Inc v Beaver Cty Emps Ret Fund, Jurisdiction, PSLRA, Removal

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Lauren Seaton

Pleading “Sufficient Particularity”: Technical Trade Secrets Require More

It’s common sense that, to protect a trade secret, the information must remain secret. However, when trade secret misappropriation claims arise and litigation ensues, the court and the parties involved need to understand at…more

Amended Complaints, Defend Trade Secrets Act (DTSA), Dismissals, Federal Pleading Requirements, Lack of Particularity

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Justin Seccombe

Corporate Transparency Act Beneficial Reporting Back in Effect – Stay Tuned

The Corporate Transparency Act (CTA) is back in effect − at least for now − and companies covered by the CTA are once again required to file beneficial ownership information (BOI) reports with FinCEN. On February 17, 2025, in…more

Appeals, Beneficial Owner, Constitutional Challenges, Corporate Transparency Act, Filing Deadlines

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Kristin Seeger

Navigating Renewable Energy Projects in the Trump Era: Tariffs, Taxes, and Commercial Strategies

Trump’s second term is expected to potentially disrupt the Inflation Reduction Act (IRA) and impose sweeping tariffs and other import restrictions. The impacts on the supply chain and tax credits may raise procurement costs and…more

CFIUS, Energy Projects, Energy Sector, Imports, Inflation Reduction Act (IRA)

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Mark Seneca

What is Reverse Vesting and What are the Tax Considerations?

Listen as Eric Wall and Mark Seneca break down: The re-vesting timeframe The tax treatment of compensation versus deal consideration Tax law supporting favorable tax treatment for sellers…more

Acquisitions, Corporate Taxes, Mergers, Purchase Agreement, Sellers

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Maria Sergeyeva

Tariffs Loom for Imports of Semiconductor and Pharmaceutical Products and Critical Minerals as Trump Administration Initiates National Security Probes

The Trump administration is pursuing additional national security investigations that will likely lead to tariffs on imports of semiconductors, semiconductor manufacturing equipment (“SME”), and derivative articles,…more

Executive Orders, Imports, National Security, Pharmaceutical Industry, Section 232

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Nathan Shaffer

Developing an AI Policy for Your Startup

When developing an internal company artificial intelligence policy, there are three main things that a policy should do. One, it should explain to employees what types of tools they can use and what types of accounts they can…more

Artificial Intelligence, Early Stage Companies, Entrepreneurs, Startups

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Evgeniya Shakina

New Duties on Imports from Canada, Mexico and China – What Companies Need to Know – Update

The United States has announced, subject to reported suspensions with the two countries, 25% duties on most imports from Canada and Mexico, as well as 10% duties on most imports from China. These duties build on existing…more

Canada, China, Economic Sanctions, Imports, International Emergency Economic Powers Act (IEEPA)

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Marc Shapiro

Scanning the Class and Collective Action Horizon

While group litigation and collective actions have traditionally been more difficult to pursue in the UK than in the U.S., changes to UK civil procedure rules and societal attitudes towards group ligation means that these types…more

Class Action, Class Certification, Class Members, Collective Actions, Corporate Counsel

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Gaelyn Sharp

Rolling Back the Impact of the Volcker Rule on CLOs

Last week the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission and the Commodity Futures Trading…more

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

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David Sharrow

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

See all updates »

Geoffrey Shaw

Supreme Court Substantially Alters Review Framework For Federal Administrative Agencies

The U.S. Supreme Court has issued its decision in Loper Bright Enterprises v. Raimondo, a case with significant implications for the way federal courts review administrative agency decisions. The ruling overturns a 1984 decision…more

Administrative Procedure Act, Chevron Deference, Chevron v NRDC, Government Agencies, Judicial Authority

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Charles Sheldon

I Want You SPAC for Good – The FCA Publishes Listing Rule Changes for UK SPACs

As outlined in our 30 April 2021 insight, Exit through the SPAC door? UK FCA publishes proposed changes to the Listing Rules, the UK Financial Conduct Authority ("FCA") published a consultation paper (the "Consultation") which…more

Capital Markets, Financial Conduct Authority (FCA), Initial Public Offering (IPO), Listing Rules, Policy Statement

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Jeremy Sherer

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

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Les Sherman

Solar Circumvention Proceeding Update

On May 2, the U.S. Department of Commerce issued a memorandum to update litigation parties on developments in the on-going solar cell and panel circumvention proceeding..…more

Anti-Dumping Duty, Countervailing Duties, Energy Sector, Solar Energy, Solar Panels

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Eric Shumsky

U.S. Supreme Court’s Take on Section 230: What it Means for Online Platforms – and What’s Next

The U.S. Supreme Court decided two cases recently that left untouched Section 230 of the Communications Decency Act, which provides online platforms immunity from claims based on content that their users create and share on…more

Communications Decency Act, Corporate Counsel, Online Platforms, SCOTUS, Section 230

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Robert Shwarts

Protecting Trade Secrets: Tips for AI Companies

AI companies should familiarize themselves with trade secret law to safeguard their innovations. A company does not need to register a trade secret to invoke it in litigation, unlike other IP protections. Trade secrets can…more

Algorithms, Artificial Intelligence, Confidential Information, Cybersecurity, Data Protection

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Ramy Shweiky

What Does "Cash Free / Debt Free" Mean?

Get up to speed with Ramy Shweiky and Mark Seneca on: Negotiable terms when establishing a purchase price How your purchase price is adjusted at closing Examples of debt-like items…more

Acquisitions, Contract Drafting, Contract Negotiations, Mergers, Purchase Agreement

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Oliver Sikora

2021 Offshore Wind Energy Update and Outlook

Despite the impact of the COVID-19 pandemic, 2020 was another record-breaking year for the global offshore wind sector: • additional installed capacity increased by 5.2 GW, with total global installed capacity hitting 32.5…more

Clean Energy, Energy Projects, Energy Sector, Offshore Wind, Renewable Energy

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Javier Silva

DOJ Brings First Criminal Charges for Trades Under a Rule 10b5‐1 Plan

On March 1, 2023, the Department of Justice (DOJ) announced the insider-trading indictment of Terren Peizer, Chairman and former CEO of health-care provider Ontrak. DOJ called this indictment “groundbreaking,” in that it is the…more

10b5-1 Plans, Affirmative Defenses, Department of Justice (DOJ), Enforcement Actions, Insider Trading

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Andrew Silverman

Five Things Every Long-Term Care Facility Should Know When Facing a Class Action

As COVID-19 disproportionately impacted our most vulnerable populations, long-term care facilities (LTCFs) were placed in the unenviable position of triaging around the novel virus, combatting supply shortages, and coping with…more

Class Action, Coronavirus/COVID-19, Health Care Providers, Litigation Strategies, Long Term Care Facilities

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Damien Simonot

Deal Flow 5.0: 5 Things We Learned About European Tech Deal Terms in 2024

In 2024, despite political and regulatory challenges, Europe's talent pool reached new heights, even amid funding shortages. Venture capital investment in European startups reached over $52B last year, aligning with the market's…more

Capital Markets, EU, Financial Markets, Financial Services Industry, FinTech

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Caroline Simons

Youth Online Safety: Four Bills to Watch in Congress

Online safety for children and teens is squarely on the Congressional agenda. U.S. laws aimed at protecting kids online predate the age of social media and the creator economy, and many state and federal legislators have been…more

COPPA, Data Privacy, Mobile Apps, Online Safety for Children, Websites

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Lisa Simpson

Lisa Simpson Provides Media Insights On Major U.S. Supreme Court Trademark Ruling

Orrick partner Lisa Simpson provided commentary this week to a wide range of publications on the U.S. Supreme Court’s much-anticipated ruling in Matal v. Tam, which established that the disparagement clause of federal trademark…more

Disparagement, First Amendment, Free Speech, Lanham Act, Matal v Tam

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Gary Siniscalco

Fourth Circuit Reinstates Anti-DEI Executive Orders Pending Further Litigation

On February 21, 2025, the U.S. District Court for the District of Maryland entered a preliminary injunction blocking the enforcement of important aspects of two Executive Orders: “Ending Radical and Wasteful Government DEI…more

Appeals, Constitutional Challenges, Diversity and Inclusion Standards (D&I), Due Process, Enforcement Actions

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Adam Smith

APAC Energy Pulse – March 2025

Since our last update, various initiatives and developments across the Asia-Pacific market seem to support the prospect of future growth. In this issue of APAC Energy Pulse, we take a closer look at some of these initiatives…more

Asia Pacific, Clean Energy, Energy Policy, Energy Projects, Energy Sector

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Alexander Smith

Top Tips for Future Fund Conversions & Redemptions

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Borrowers, Lenders, Loan Agreements, Loans

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Richard Smith

PCAOB Secures Complete Inspection Access to Audits of Chinese Companies, Removing Delisting Risks

The Public Company Accounting Oversight Board (“PCAOB”) announced on December 15, 2022 that it has secured complete access to inspect and investigate audit firms in mainland China and Hong Kong for the first time in history. The…more

Audits, Capital Markets, China, China Securities Regulatory Commission (CSRC), Corporate Governance

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Larry Sobel

Founder Series: Leveraging AI for Business Growth in the UK

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Artificial Intelligence, Cybersecurity, Data Security, Personal Data, UK

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Alex Sobolev

Data Privacy in Sports: Key Takeaways

Sports teams, leagues, agents and venues collecting personal information from athletes, fans and sponsors must comply with evolving privacy regulations. Here are key takeaways from a conversation Orrick recently hosted with the…more

Biometric Information, Consumer Privacy Rights, Cybersecurity, Data Collection, Data Privacy

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Edward Somers

Managing Fraud Risk in Consumer Wires

As anticipated, 2025 is already shaping up to be a busy year in consumer financial services, with a federal district court expanding the application of a strict consumer protection law to wire transfers. The potential for a…more

Consumer Financial Protection Bureau (CFPB), Consumer Protection Laws, Cybersecurity, Data Security, Fraud

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Stephen Spitz

Sweeping Measure to Limit Ability of State and Local Governments in California to Raise Revenues

Voters in California may cast ballots this November on a proposal to make substantial changes to the California Constitution involving taxation and related government powers. Initiative 1935, the so-called “Taxpayer…more

California, Public Finance, State and Local Government, State Legislatures

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Christopher Sprado

Growth und Hurdle Shares in deutschen Start-ups – Strukturen / Praktische Umsetzung / Empirische Daten

Für deutsche Start-ups sind Growth und Hurdle Shares besonders interessant, um Key Employees und Late Co-Founder zu incentivieren, wenn das Unternehmen bereits einen substantiellen Eigenkapitalwert hat und damit für Gründer und…more

Business Development, Corporate Governance, Cross-Border Transactions, Germany, Innovative Technology

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Benjamin Stafford

Tiered Dispute Resolution Clauses: Navigating Pitfalls in the U.S. and UK

Parties drafting a contract often see dispute resolution clauses as boilerplate formalities. Other times, a deal team will draft a clause without ever having to experience one tested in anger. A poorly worded clause can…more

Arbitration, Arbitration Agreements, Condition Precedent, Contract Terms, Dispute Resolution

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John Stanley

IRS Issues Direct Pay and Transferability Proposed Regulations

On June 14, 2023, the IRS and Treasury issued proposed regulations (the “Proposed Regulations”) under two novel provisions of the Inflation Reduction Act of 2022 (the “IRA”) designed to promote capital investment in renewable…more

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

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Caroline Stapleton

RegFi Episode 57: Opening a Path for New Bank Formations

The Klaros Group’s Michele Alt joins Orrick partners Jerry Buckley, Caroline Stapleton and Walt Zalenski to explore actions needed to facilitate new bank formations, which have slowed to trickle in recent years. The conversation…more

Banking Sector, Business Formation, Federal Reserve, Financial Institutions, Financial Regulatory Reform

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Alexandra Stathopoulos

Automated Hiring Tools: Are My Hiring Practices Subject to AI Regulation?

As companies increasingly leverage automated technologies in their recruiting and hiring processes, legislators and regulators are increasingly focused on establishing guardrails to ensure fairness. As a result, companies…more

Algorithms, Artificial Intelligence, Corporate Counsel, Data Privacy, Employment Discrimination

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Ylan Steiner

Deal Flow 5.0: 5 Things We Learned About European Tech Deal Terms in 2024

In 2024, despite political and regulatory challenges, Europe's talent pool reached new heights, even amid funding shortages. Venture capital investment in European startups reached over $52B last year, aligning with the market's…more

Capital Markets, EU, Financial Markets, Financial Services Industry, FinTech

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James Stengel

Event Planning: Risk Mitigation Factors a Company Should Consider When Planning an Event

Organizations host events that vary in scale, scope and logistics. Teams put enormous resources into planning to ensure a successful event. Unfortunately, an unanticipated accident or other catastrophic incident can negatively…more

Employer Liability Issues, Risk Assessment, Risk Management, Risk Mitigation

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Tobias Stephan

The European Data Protection Board Shares Opinion on How to Use AI in Compliance with GDPR

The European Data Protection Board's (EDPB) Opinion 28/2024 provides valuable insights into the intersection of artificial intelligence and data protection, particularly in the context of compliance with the EU General Data…more

Artificial Intelligence, Data Privacy, Data Protection, EU, General Data Protection Regulation (GDPR)

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Amanda Stephens

SEC to Charter Schools: Use Registered Municipal Advisors

The SEC is reminding charter schools to seek advice on municipal securities only from registered municipal advisors. A bulletin from the SEC’s Office of Municipal Securities and Division of Enforcement’s Public Finance Abuse…more

Borrowers, Charter Schools, Municipal Securities Issuers, Securities and Exchange Commission (SEC)

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Eric Stephens

California Battery Fires: Mitigating Commercial Risks in BESS Transactions

Battery energy storage systems (BESS) are an essential component of California’s leading energy transition strategy, enabling the state to integrate renewable energy production, stabilize the grid and ensure a reliable energy…more

Batteries, California, Clean Energy, Contract Terms, Energy Projects

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Evan Stergoulis

Orrick Global Offshore Wind Report

Powering Forward: Offshore Wind Growth Signals Things to Come Our review of offshore wind in over twenty countries shows that the sector has grown rapidly in recent years, with an accelerating trajectory in 2022 after a…more

Clean Energy, Climate Change, Energy Projects, Energy Sector, Offshore Lease

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Jessica Stern

Additional Considerations on IP Due Diligence for Prospective Investors of Emerging Life Sciences Companies

Following our first article on IP due diligence considerations for prospective investors of emerging life sciences companies, we’re taking an in-depth look at the due diligent action items that can help with decision-making and…more

Due Diligence, Intellectual Property Agreements, Intellectual Property Protection, IP License, Life Sciences

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Guy Stevenson

UK Cryptoasset Promotion Rules Could Spell Trouble for Firms Outside the UK

The UK Financial Conduct Authority (FCA) has adopted new rules that will restrict how companies market certain crypto assets. The rules include mandatory cooling off periods and appropriateness assessments for potential…more

Cryptoassets, Cryptocurrency, Digital Assets, Financial Conduct Authority (FCA), Popular

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Ashlie Stewart Smith

Ten Facts about the USPTO’s New Expungement and Reexamination Proceedings

As 2021 drew to a close, the United States Patent and Trademark Office (USPTO) introduced two new procedures pursuant to the Trademark Modernization Act of 2020 (the “Act”), providing new, streamlined avenues to seek…more

Expungement, Trademark Application, Trademark Cancellation, Trademark Modernization Act (TMA), Trademark Trial and Appeal Board

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Sarah Stockley

English Arbitration Act 2025 – Bill Becomes Law

The long-awaited Arbitration Act 2025 (the “2025 Act”) finally received Royal Assent on 24 February 2025, paving the way for significant refinement of the Arbitration Act 1996 (the “1996 Act”) and the conduct of arbitration in…more

Arbitration, Arbitration Agreements, Arbitration Awards, Arbitrators, Dispute Resolution

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Davin Stockwell

Helferich Patent Licensing v. New York Times et al.: Federal Circuit Reverses District Court Summary Judgment Ruling Regarding Patent Exhaustion

In Helferich Patent Licensing LLC v. New York Times Co., 2015 U.S. App. LEXIS 2047 (Fed. Cir. Feb. 10, 2015), the Court of Appeals for the Federal Circuit ("CAFC") concluded that the judicially-created doctrine of patent…more

Appeals, New York Times, Patent Exhaustion, Patent Infringement, Patent Litigation

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Laurie Strauch Weiss

“Supreme Court Limits ATS Litigation—But Door Remains Slightly Ajar”

In Kiobel v. Royal Dutch Petroleum Co., 133 S.Ct. 1659 (2013), the United States Supreme Court addressed the applicability of the Alien Tort Statute (“ATS”) to alleged violations of international law committed by multinational…more

Alien Tort Statute, Human Rights, International Labor Laws, Kiobel v. Royal Dutch Petroleum Co., Multinationals

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Alex Straughn

Additional Considerations on IP Due Diligence for Prospective Investors of Emerging Life Sciences Companies

Following our first article on IP due diligence considerations for prospective investors of emerging life sciences companies, we’re taking an in-depth look at the due diligent action items that can help with decision-making and…more

Due Diligence, Intellectual Property Agreements, Intellectual Property Protection, IP License, Life Sciences

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Anna Stuart

United States (U.S.) State Consumer Privacy Guide

To help your company get its United States (U.S.) state privacy compliance program on the right track in 2022, Orrick's Cyber' Privacy & Data Innovation Group has analyzed the differences between key topics for the California…more

California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA), Consumer Privacy Rights, Cybersecurity, Data Collection

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Rachel Li Wai Suen

The New Investigatory Environment for Workplace Messaging Apps

Republished with Permission The incoming Trump administration and Republican majorities in Congress are poised to open a variety of investigations after they take power. Those investigations will most likely follow the recent…more

Department of Justice (DOJ), Department of Labor (DOL), Employer Liability Issues, Federal Trade Commission (FTC), Mobile Apps

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Peter Sugden

Deal Flow 5.0: 5 Things We Learned About European Tech Deal Terms in 2024

In 2024, despite political and regulatory challenges, Europe's talent pool reached new heights, even amid funding shortages. Venture capital investment in European startups reached over $52B last year, aligning with the market's…more

Capital Markets, EU, Financial Markets, Financial Services Industry, FinTech

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Hiroki Sugita

The Orrick Guide to Foreign Investment Reviews (October 2022 Update)

Welcome to the Orrick Guide to Foreign Investment Reviews. This guide answers frequently asked questions regarding investment control regimes in various jurisdictions. It has been prepared by the experts in our offices…more

China, EU, Foreign Investment, Investors, Japan

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Anna Suh

2023 New Employment Laws

The 2022 California Legislative year resulted in a number of new laws affecting California employer practices. This Alert summarizes key new laws that have either recently taken effect or will go into effect on January 1, 2023,…more

California, Employer Liability Issues, Hiring & Firing, Labor Regulations, New Legislation

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Mike Sullivan

The Australia to U.S. "Flip Up"

If your Australian company is pursuing United States investors or seeking to grow its presence in the United States, you may want (or need) to consider a “flip-up” to a U.S. entity. While a flip-up can bring significant…more

Australia, Business Formation, Choice of Entity, Corporate Restructuring, Delaware General Corporation Law

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Tahiya Sultan

California's Resource Adequacy Reforms Are Here

The California Public Utilities Commission has reformed its Resource Adequacy program in an effort to ensure a reliable power supply statewide. The Commission recognized significant delays development projects face due to…more

Energy Sector, Public Utilities Commission, Utilities Sector

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Jie Sun

California Legislature Passes AB 979 Requiring Public Companies to Add Directors From Underrepresented Communities

On August 31, 2020, the California State Assembly Banking and Finance Committee voted to give final legislative approval to Assembly Bill 979 (AB 979), allowing it to move forward to Governor Newsom for signature or veto on or…more

Board Members, Board of Directors, Corporate Counsel, Diversity, Legislative Agendas

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Aravind Swaminathan

First Lawsuit Filed Under Washington’s My Health My Data Act

On February 10, 2025, a Washington state resident filed a lawsuit on behalf of herself and similarly situated individuals against Amazon under the Washington My Health My Data Act (MHMD). This is the first lawsuit brought under…more

Biometric Information, Class Action, Consent, Consumer Privacy Rights, Consumer Protection Laws

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Rochelle Swartz

Seventh Circuit Rejects FTC Authority to Obtain Equitable Money Relief Under Section 13(b) of the FTC Act

On August 21, 2019, the U.S. Court of Appeals for the Seventh Circuit held in FTC v. Credit Bureau Center, LLC, 2019 WL 3940917 (7th Cir. 2019) that the Federal Trade Commission (“FTC”) lacks authority to obtain monetary relief…more

Administrative Authority, Antitrust Provisions, Antitrust Violations, Civil Monetary Penalty, Competition

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Emily Tabatabai

First Lawsuit Filed Under Washington’s My Health My Data Act

On February 10, 2025, a Washington state resident filed a lawsuit on behalf of herself and similarly situated individuals against Amazon under the Washington My Health My Data Act (MHMD). This is the first lawsuit brought under…more

Biometric Information, Class Action, Consent, Consumer Privacy Rights, Consumer Protection Laws

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Alex Talarides

Delaware Court Affirms Foundational Principle of Directors’ Fiduciary Duties

At a time when Delaware corporate law is under attack for allegedly becoming unpredictable, the Delaware Court of Chancery on April 30 re-affirmed a fundamental tenet of fiduciary duty – namely, that directors’ fiduciary duties…more

Board of Directors, Fiduciary Duty, Shareholder Litigation, Shareholders

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Stephen Tallon

Founder Series: Getting to Grips with the Cap Table

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Investment, Investors, Shareholders, Startups, UK

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Gargi Talukder

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

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Palak Taneja

Summary Guide: Campaign Spending and Activity Rules for School District Employees

School district employees and officers must adhere to strict rules regarding any campaign spending and activities, especially in the context of promoting a school district bond measure. The use of public funds and resources for…more

Public Employees, Public Funds, School Districts

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Michael Tardif

APAC Energy Pulse – March 2025

Since our last update, various initiatives and developments across the Asia-Pacific market seem to support the prospect of future growth. In this issue of APAC Energy Pulse, we take a closer look at some of these initiatives…more

Asia Pacific, Clean Energy, Energy Policy, Energy Projects, Energy Sector

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Perry Teicher

Final Tax Regulations Offer More Certainty to Opportunity Zone Fund Managers and Investors

Opportunity Zone (or “OZ”) investment was hailed in 2018 and 2019 as the hottest and most innovative way of attracting significant private capital to distressed communities in the United States and its territories by offering…more

Capital Gains, Community Development, Critical Infrastructure Sectors, Economic Development, Fund Managers

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Guido Testa

Il D.lgs. n. 14 del 12 Gennaio 2019 e l'emersione tempestiva della crisi d'impresa. Obblighi a carico delle societa' e dei loro organi sociali

Il nuovo codice della crisi d'impresa e dell'insolvenza (il "Codice"), contenuto nel d.lgs. n. 14 del 12 gennaio 2019, è stato pubblicato sulla Gazzetta Ufficiale n. 38 del 14 febbraio 2019…more

Commercial Bankruptcy, Crisis Management, Debtors, Entrepreneurs, Insolvency

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Stephen Thau

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

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Darrell Thomas

Second Circuit Affirms Sabine: New Focus on Horizontal Privity Requirement May Affect Oil and Gas Gathering Agreement Terms

The Sabine Oil & Gas Corp. chapter 11 bankruptcy has been closely watched by many for guidance on how to structure midstream gathering agreements between upstream producers and midstream gatherers (who gather, transport and…more

Chapter 11, Commercial Bankruptcy, Covenants that Run With the Land, Energy Sector, Horizontal Agreements

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Mark Thompson

New York Non-Compete Law: What It Would Do

Legislators in New York have passed a bill that would prohibit non-compete agreements. Governor Kathy Hochul has expressed support for “banning agreements that limit workers’ ability to move and work freely,” but it is unclear…more

Employer Liability Issues, Employment Contract, Non-Compete Agreements, Restrictive Covenants, State Labor Laws

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Jon Thursby

Renewable Energy in Asia: Recent and Upcoming Trends

As the world pushes towards reducing emissions and reaching net zero, we have all seen the increase in renewable energy projects, and Asia is no exception. Asia is a continent of great potential when it comes to renewable energy…more

Asia, Electricity, Energy Policy, Energy Projects, Energy Sector

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Keith Tidwell

Executive Compensation Legislative Whiplash

As we reported last week, the tax reform bill released by House Republicans (the "House Bill") would eliminate deferred compensation and stock options, and then on Tuesday, November 7, the House Bill was amended to restore…more

Compensation & Benefits, Deferred Compensation, Executive Compensation, Legislative Agendas, Proposed Legislation

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Ramin Tohidi

Eight Intellectual Property and Commercial Questions to Ask Your Generative AI Tool Provider

As a rapidly increasing number of generative artificial intelligence products come to market, companies interested in incorporating these technologies must evaluate such offerings by balancing speed of implementation and…more

Artificial Intelligence, Copyright, Intellectual Property Protection, USPTO

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Paul Toland

California Debt Limit Allocation Committee Releases Proposed Regulations

This client alert discusses some of the more significant changes that could affect issuers and borrowers in connection with awards of volume cap if the proposed regulations were adopted in their current form. The…more

Bonds, Construction Industry, Contractors, Filing Fees, HUD

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Lisa Tonery

Executive Orders and Presidential Memoranda Focus on U.S. Energy Sector

President Trump issued several Executive Orders and Presidential Memoranda on January 20, 2025, that will have a significant impact on the United States energy sector. Select Executive Orders and Presidential Memoranda are…more

Clean Water Act, Department of Energy (DOE), Energy Sector, Environmental Policies, Environmental Protection Agency (EPA)

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Kjell Tönjes

OLNS#13 – M&A in German Tech: A Playbook for Buyers and Sellers - English

About the Orrick Legal Ninja Series – OLNS In substantially all of the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one…more

Acquisitions, Buyers, Due Diligence, Investors, Mergers

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Julie Totten

Automated Hiring Tools: Are My Hiring Practices Subject to AI Regulation?

As companies increasingly leverage automated technologies in their recruiting and hiring processes, legislators and regulators are increasingly focused on establishing guardrails to ensure fairness. As a result, companies…more

Algorithms, Artificial Intelligence, Corporate Counsel, Data Privacy, Employment Discrimination

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Hervé Touraine

France Welcomes Foreign and Alternative Capital Providers with Latest Reform of Finance Sector

Long a cornerstone of the French banking system, the "French banking monopoly" largely prevents non-bank entities from lending money to French borrowers. Although French funds have been used as vehicles by alternative capital…more

Banking Sector, Commercial Bankruptcy, Corporate Structures, Corporate Taxes, Financial Markets

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Warren Traiger

The Community Reinvestment Act: 9 Things Financial Institutions Should Know About a New Regulatory Framework

The Fed, FDIC, and OCC have extensively revised rules implementing the Community Reinvestment Act (CRA), a 1977 law to encourage banks to help meet the credit needs of their communities, especially in low- and moderate-income…more

Banking Sector, Banks, Community Reinvestment Act, FDIC, Financial Institutions

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Carlo Trucco

Deal Flow 5.0: 5 Things We Learned About European Tech Deal Terms in 2024

In 2024, despite political and regulatory challenges, Europe's talent pool reached new heights, even amid funding shortages. Venture capital investment in European startups reached over $52B last year, aligning with the market's…more

Capital Markets, EU, Financial Markets, Financial Services Industry, FinTech

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Winnie Tsien

Outline for Discussion of New Issue Price Rules

New tax rules relating to establishing the issue price of publicly offered tax-exempt bonds become effective soon. This outline describes the new issue price rules, provides a high-level strategic analysis to help guide a…more

Bond Markets, Bonds, Initial Public Offering (IPO), Investment, Issue Price

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Avery Turzanski

The CFPB’s Final Rule on Personal Financial Data Rights: What Financial Institutions Should Know

The Consumer Financial Protection Bureau (CFPB) has issued a final rule implementing Section 1033 of the Consumer Financial Protection Act (CFPA), which addresses personal financial data rights. The final rule mandates that…more

Consumer Financial Products, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Data Security, Financial Institutions

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Robert Uriarte

Copyright Office’s DMCA Report Raises an Interesting Question: Does a Computer Know What is Fair?

On May 21, 2020, the Copyright Office issued a Report on the DMCA (“Report”) expressing the view that case law applying the DMCA’s safe harbor provision have fallen out of balance, tilting too far in favor of online platforms…more

Artificial Intelligence, Copyright, Copyright Infringement, Corporate Counsel, Digital Media

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Annie Prasad Vadillo

OSHA Issues New Guidance on COVID-19 Recording Obligations

On May 19, 2020, the Occupational Safety and Health Administration (OSHA) issued new enforcement guidance on employers’ recording obligations. The guidance clarifies when employers must record cases of COVID-19 as an…more

Coronavirus/COVID-19, OSHA, Recording Requirements, Workplace Safety

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Danielle Van Wert

SEC's OCIE Announces 2018 Areas Of Focus

On February 7, 2018 the SEC's Office of Compliance Inspections and Examinations (OCIE) announced its 2018 National Exam Priorities. The priorities, formulated with input from the Chairman, Commissioners, SEC Staff and fellow…more

Best Practices, Chief Compliance Officers, Cryptocurrency, Elder Issues, Investor Protection

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Amy Van Zant

Critical Full Service Restrictive Covenant Compliance: Orrick’s State-by-State Survey

We are seeing a steep increase in restrictive covenants legislation across the country with laws and enforceability widely varied from state to state. So how do companies that have seen their workforce distributed in more states…more

Confidential Information, Employer Liability Issues, Employment Contract, Non-Compete Agreements, Non-Solicitation Agreements

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Albert Vanderlaan

EDGAR Next: What Filers Should Know

On September 27, 2024, the SEC adopted new rules, called “EDGAR Next,” to enhance the security of the EDGAR system. Action to comply with EDGAR Next is required of every entity and individual that currently makes EDGAR filings…more

Corporate Governance, EDGAR, Filing Deadlines, Filing Requirements, New Rules

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Luciano Vella

Salary Transparency as a Remedy for Economic Inequalities (ITALIAN)

Il 17 maggio 2023 è stata pubblicata sulla Gazzetta Ufficiale dell’Unione Europea la Direttiva 10 maggio 2023 n. 970, recante disposizioni in materia di parità di retribuzione tra sessi e, più in generale, di trasparenza…more

Employee Rights, Employment Discrimination, Gender Discrimination, Italy, Pay Transparency

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Stephen Venuto

Changing the Status Quo with Extended Option Programs

As technology companies find themselves pushing back IPO timelines and staying private for longer periods of time, they continue to aggressively compete for talent, often against public companies like Google and Facebook. Given…more

Dilution, Equity Compensation, Privately Held Corporations, Recruitment Incentives, Recruitment Policies

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Martha Verhaelen

OLNS#11 – Bridging the Pond – U.S. Venture Capital Deals from a German Market Perspective

In substantially all the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one of the top tech law firms in the world, we…more

Capital Raising, Investment, Investors, Private Equity, Startups

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Bryan Victor

Tax Issues When Fixing Rate and Fee Adjusters in Tax-Exempt Loans

The recently enacted reduction of the maximum federal corporate tax rate may trigger contractual provisions that provide for a significant increase in the interest rate on tax-exempt debt privately placed with a bank lender or…more

Corporate Taxes, Loans, New Legislation, Public Finance, Tax Cuts and Jobs Act

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Michelle Visser

Seventh Circuit Bolsters Article III Standing for Actions Under the Illinois Biometric Information Privacy Act

On May 5, 2020, the Seventh Circuit held in Bryant v. Compass Group USA, Inc. that a plaintiff who asserted a violation of the Illinois Biometric Information Privacy Act’s (“BIPA’s”) notice and consent requirements had Article…more

Article III, Biometric Information, Biometric Information Privacy Act, Data Collection, Data Privacy

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Alessandro Vittoria

Deal Flow 5.0: 5 Things We Learned About European Tech Deal Terms in 2024

In 2024, despite political and regulatory challenges, Europe's talent pool reached new heights, even amid funding shortages. Venture capital investment in European startups reached over $52B last year, aligning with the market's…more

Capital Markets, EU, Financial Markets, Financial Services Industry, FinTech

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Skanthan Vivekananda

Recent Amendments to the Volcker Rule Will Benefit CLOs and the Banks That Invest in Them

There is some (at least regulatory) good news for CLOs this summer. In late June, the Federal Reserve Board, the Treasury Department, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the…more

Bank Notes, CFTC, Collateralized Loan Obligations, Debt Securities, FDIC

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Steven vonBerg

Key Takeaways from the CFPB’s First Public Enforcement Action Alleging Violations of RESPA Section 8 Since 2017

The Consumer Financial Protection Bureau (CFPB) has issued a consent order to a residential mortgage loan originator to resolve allegations that it provided illegal incentives to real estate brokers and agents in exchange for…more

Consumer Financial Protection Bureau (CFPB), Enforcement Actions, Mortgage Loan Originators, Mortgages, RESPA

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Olivier Vuillod

Deal Flow 4.0: 5 Things We Learned About European Tech Deal Terms in 2023

Venture capital investment in European startups reached over $60B last year, higher than pre-pandemic levels but lower than the highs of 2021 and 2022. To see how this changed deal terms, Orrick used in-house technologies,…more

EU, Investment, Investment Funds, Investors, Private Equity

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Minako Wakabayashi

Japan Renewables Alert 69

Outlook for Japan’s VREs and Storage in 2025 Japan's energy market is experiencing significant growth with the formation of many corporate PPA projects and the development of numerous battery storage projects. Amidst this…more

Clean Energy, Energy Policy, Energy Projects, Energy Storage, Offshore Wind

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Joseph Walker

The False Claims Act: How a Recent Decision Rejecting Qui Tam Lawsuits May Affect Enforcement

For over 160 years, the False Claims Act has let people bring claims on behalf of the U.S. government alleging fraud. In exchange, those individuals receive a portion of any recovery. In September, a federal district judge…more

Appointments Clause, Article II, Constitutional Challenges, Department of Justice (DOJ), Dismissals

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Eric Wall

Risk and Reward: How Starting Your Business as an LLC Could Impact QSBS Tax Savings

As a founder, deciding whether to organize your business as a corporation or a limited liability company (LLC) is a crucial first step. Corporations are often favored for their ability to attract venture capital and offer…more

Business Entities, Capital Gains, Corporate Taxes, Limited Liability Company (LLC), Qualified Small Business Stock

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Andrew Wallach

6 Questions Blockchain Founders Should Ask When Launching a Product or Token

As any founder knows, operating in the blockchain space requires navigating a myriad of regulatory regimes. While every product and token are different, below are 6 key questions that any founder should ask themselves as they…more

Blockchain, Cryptocurrency, Digital Assets, Digital Currency, Office of Foreign Assets Control (OFAC)

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Amy Walsh

Supreme Court Curtails Use of Administrative Courts in SEC Enforcement Proceedings: What it Means for Other Agencies and What Happens Next

The U.S. Supreme Court has ruled that defendants in securities fraud cases brought by the SEC are entitled by the Seventh Amendment to have the SEC’s claims for civil money penalties decided by a jury and not in an…more

Administrative Law Judge (ALJ), Administrative Proceedings, Article III, Civil Monetary Penalty, Enforcement Actions

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Ashley Walter

Voluntary Carbon Markets Joint Policy Statement and Principles

A group of U.S. federal departments and offices, including the White House, the U.S. Department of the Treasury, the U.S. Department of Energy and the U.S. Department of Agriculture has released the Voluntary Carbon Markets…more

Carbon Emissions, Department of Energy (DOE), Energy Sector, Greenhouse Gas Emissions, U.S. Treasury

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Martha Wang

China Issues Regulation on Export Control of Dual Use Items

China has issued the Regulation on Export Control of Dual-Use Items (the “Regulation”), which will take effect on December 1, 2024. The Regulation aims to provide clearer guidance for export control authorities’ law enforcement…more

China, Dual Use Goods, End-Users, Export Administration Regulations (EAR), Export Controls

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Xiang Wang

China Eases Requirements for Cross-Border Data Transfers

In this Essential Guide, part of Orrick’s Cybersecurity & Privacy Compass Series, we offer insights into the Cyberspace Administration of China's (CAC) new rules and requirements for cross-border data transfers. The…more

China, Cross-Border, Cybersecurity, Data Protection, Data Security

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Betsy Wang Lee

Ten Facts about the USPTO’s New Expungement and Reexamination Proceedings

As 2021 drew to a close, the United States Patent and Trademark Office (USPTO) introduced two new procedures pursuant to the Trademark Modernization Act of 2020 (the “Act”), providing new, streamlined avenues to seek…more

Expungement, Trademark Application, Trademark Cancellation, Trademark Modernization Act (TMA), Trademark Trial and Appeal Board

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Scott Ward

Midterm General Election Update - November 2022

The late breaking “red wave” – forecasted by pollsters and pundits alike and detailed in our last release – did not materialize, especially at the state level where nearly all of the key legislative chambers and gubernatorial…more

General Elections, Legislative Agendas, Local Elections, Political Campaigns, Political Candidates

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Montana Ware

The Download: How Defense Tech Is Evolving & Why Renewable Energy Is Booming in Texas

In this edition of The Download, we dive into insights from SXSW, where we had the chance to talk with Jim Rabuck at the Defense Innovation Unit, Sean Voigt, founder of Austin Climate Hub and David J. Neff, partner at Ecliptic…more

Artificial Intelligence, Climate Change, Defense Contracts, Defense Sector, Energy Sector

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Rob Wasserstein

New Insurance Disclosure Law in New York Impacts Pending and Future Litigation (UPDATED)

On December 31, 2021 New York Governor Kathy Hochul signed into law the Comprehensive Insurance Disclosure Act (the “Act”), placing significant burdens on defendants in litigation. Under the Act defendants must produce relevant…more

Commercial General Liability Policies, Cyber Insurance, D&O Insurance, Disclosure Requirements, E&O Insurance

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Daniel Wayte

UK Tech Exit Series – The Term Sheet

Orrick’s Tech Exit Series suggests tips for tech companies looking toward an exit. Our market-leading London M&A and Private Equity team writes instalments in the series with contributions from specialists across our broader…more

Buyers, Contract Negotiations, Earn-Outs, EBITDA, Sellers

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L. Mark Weeks

Antimonopoly Law Considerations and Risk Management in connection with M&A Transactions

In This Presentation: - General Indemnity: (1) Background and structure (2) Main provisions (3) Conduct of claims - Antitrust Indemnity: (1) Background (2) Main provisions (3) Conduct of…more

Acquisition Agreements, Acquisitions, Anti-Monopoly, Antitrust Investigations, Breach of Contract

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Robert Weinhold

IAPP Europe Data Protection Congress 2024 – Key Takeaways

Over 3,000 privacy professionals from around the world gathered in Brussels recently for the 13th International Association of Privacy Professionals’ Europe Data Protection Congress 2024. The conference focused on the optimal…more

Artificial Intelligence, Cybersecurity, Data Privacy, Data Protection, Data Security

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Mark Weitzel

U.S. Renewable Energy Financing And Regulatory Outlook 2015

Orrick and Clean Energy Pipeline have launched a series of reports dedicated to exploring investment opportunities and challenges in the global renewable energy sector. In the first issue, we analyzed the investment…more

Acquisitions, FERC, Financing, Mergers, Production Tax Credit

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Steven White

Yes For Affordable Housing – The Impact of Oregon’s Measure 102

Oregonians approved statewide ballot Measure 102 on November 6 and, in doing so, have provided local governments in Oregon with a powerful new tool to help address Oregon’s affordable housing crisis. The passage of Measure 102…more

Affordable Housing, Ballot Measures, Housing Market, Infrastructure, LIHTC

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Nicola Whiteley

Monthly Highlights – UK Employment Law – March 2025

In this month’s instalment, our team summarises the latest UK case law and developments in employment law – and their implications for employers. 1. The Government has published the new annual statutory rates which apply to…more

Employee Rights, Employer Responsibilities, Employment Tribunals, Labor Regulations, Penalties

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Deska Widianto

APAC Energy Pulse – March 2025

Since our last update, various initiatives and developments across the Asia-Pacific market seem to support the prospect of future growth. In this issue of APAC Energy Pulse, we take a closer look at some of these initiatives…more

Asia Pacific, Clean Energy, Energy Policy, Energy Projects, Energy Sector

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James Wigginton

Crypto Regulation Marches On With Potential Consequences for Trading Systems

A flurry of recent activity has reinforced the SEC’s commitment to regulate crypto assets, including trading systems that trade crypto asset securities…more

Blockchain, Crypto Exchanges, Cryptocurrency, Decentralized Finance (DeFi), Digital Assets

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Ed Williams

Fourth Circuit Reinstates Anti-DEI Executive Orders Pending Further Litigation

On February 21, 2025, the U.S. District Court for the District of Maryland entered a preliminary injunction blocking the enforcement of important aspects of two Executive Orders: “Ending Radical and Wasteful Government DEI…more

Appeals, Constitutional Challenges, Diversity and Inclusion Standards (D&I), Due Process, Enforcement Actions

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John Williams

D.C. Circuit Narrows District Court’s Preliminary Injunction in CFPB Fight

Visit our resource center, CFPB Pause: Where From Here?, to stay on top of the latest and what it may mean for the federal and state regulatory and enforcement landscape. On Friday, April 11, the D.C. Circuit issued a per…more

Appeals, Consumer Financial Protection Bureau (CFPB), Enforcement, Financial Regulatory Reform, Judicial Authority

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Kelly Williams

Scanning the Class and Collective Action Horizon

While group litigation and collective actions have traditionally been more difficult to pursue in the UK than in the U.S., changes to UK civil procedure rules and societal attitudes towards group ligation means that these types…more

Class Action, Class Certification, Class Members, Collective Actions, Corporate Counsel

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Manley Williams

CFPB Finalizes Rule on Credit Card Late Fees: What Companies Should Know

In its latest contribution to the Biden Administration’s campaign against “junk fees,” the CFPB has finalized a rule to limit credit card late fees. The rule slashes the late fee that larger issuers can charge under a…more

CARD Act, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Credit Cards, Final Rules

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Ronald Williams

When the CFPB Investigates: Responding to a CFPB CID

Since opening its doors in July 2011, the Consumer Financial Protection Bureau (CFPB) has not been shy about initiating enforcement actions against companies and individuals subject to its authority, recovering billions of…more

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

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Simon Willis

Founder Series: Navigating Shareholder Disputes in the UK

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our…more

Board of Directors, Corporate Governance, Shareholders, Startups

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Julia Wilson

The Law Commission’s final report on its review of the Arbitration Act 1996: Maintaining UK’s leading reputation for arbitration?

The UK Law Commission has published a final report containing recommendations for reform (the “Report”) of the Arbitration Act 1996 (the “Act”) – the law governing the procedure around every arbitration seated in London. Rather…more

Arbitration, Arbitration Agreements, Arbitration Awards, International Arbitration, UK

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Blake Winburne

IRS Finalizes Guidance Relating to Carbon Capture and Sequestration

On January 6, 2021, the IRS issued final regulations relating to section 45Q. This is the fourth piece of guidance from the IRS relating to section 45Q, following IRS Notice 2020-12, Revenue Procedure 2020-12, the Proposed…more

Carbon Capture and Sequestration, Carbon Emissions, Critical Infrastructure Sectors, Energy Projects, Greenhouse Gas Emissions

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Jill Winter

Supreme Court Cautions Against Overly Broad Criminal Charging Decisions

The U.S. Supreme Court recently struck another blow against overcriminalization of federal criminal statutes, i.e., the application of criminal provisions in specific laws in ways that Congress never intended. The court’s…more

Criminal Convictions, Criminal Prosecution, Dubin v United States, Healthcare Fraud, Identity Theft

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Alexander Witt

Sanctions Are Not a ‘Get Out Of Arbitration Free’ Card!

The English High Court has confirmed that UK courts do not consider sanctions a bar to enforcing arbitration clauses referring disputes to the London Court of International Arbitration (LCIA). The court’s 10 May ruling confirms…more

Arbitration, Arbitration Agreements, International Arbitration, LCIA, UK

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George Wolf

Tax Relief for Replacing LIBOR in Tax-Exempt Debt and Swaps

Many tax-exempt bonds and related hedges, such as interest rate swaps ("Exempt Instruments"), use a LIBOR-based interest rate. LIBOR is going away, and existing Exempt Instruments are going to have to be modified to replace the…more

Alternative Reference Rates Committee (ARRC), Exemptions, Fair Market Value, Financial Instruments, Interest Rates

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John Wolfe

Event Planning: Risk Mitigation Factors a Company Should Consider When Planning an Event

Organizations host events that vary in scale, scope and logistics. Teams put enormous resources into planning to ensure a successful event. Unfortunately, an unanticipated accident or other catastrophic incident can negatively…more

Employer Liability Issues, Risk Assessment, Risk Management, Risk Mitigation

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Alyssa Wolfington

6 Things to Know About New York's Health Information Privacy Act

Earlier this year, the New York legislature passed the New York Health Information Privacy Act (New York HIPA), establishing strict requirements for handling health data. The legislation shares similarities with Washington’s My…more

Consumer Privacy Rights, Data Privacy, Data Protection, HIPAA Privacy Rule, New York

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Alex Wood

Telehealth Transformation: Innovating Mental Health Care Life Sciences Snapshot – Q1 2025

Q4 2024 marked the conclusion of a turnaround year for life sciences venture investment. After two consecutive years of declining activity and macroeconomic uncertainty, the dust has settled, and investment is back on the rise…more

Biotechnology, Digital Health, Health Care Providers, Health Technology, Investment

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Kristopher Wood

Wyoming Supreme Court Erases Blue Pencil Rule for Employee Non-Compete Agreements

Employee non-compete agreements have long played an important role in employers’ ability to protect confidential and trade secret information. However, recognizing the distinct advantage employers often enjoy in negotiating…more

Biden Administration, Confidential Information, Employment Contract, Federal Trade Commission (FTC), Non-Compete Agreements

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Ryan Wooten

Texas Comptroller Ruling Applies Sales Tax to Medical Record Retrieval and E-Discovery Services

In a private letter ruling, the Texas Comptroller of Public Accounts determined that a pre-litigation medical records retrieval services provider must pay sales tax on “copy fees” – a broad term incorporating client charges…more

Discovery, e-Discovery Professionals, Electronically Stored Information, Sales Tax

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Henry Wu

IAPP Europe Data Protection Congress 2024 – Key Takeaways

Over 3,000 privacy professionals from around the world gathered in Brussels recently for the 13th International Association of Privacy Professionals’ Europe Data Protection Congress 2024. The conference focused on the optimal…more

Artificial Intelligence, Cybersecurity, Data Privacy, Data Protection, Data Security

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Jason Wu

OLNS#11 – Bridging the Pond – U.S. Venture Capital Deals from a German Market Perspective

In substantially all the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one of the top tech law firms in the world, we…more

Capital Raising, Investment, Investors, Private Equity, Startups

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Dr. Hang Xu

Edition 2021: Employment Law in Germany – Practical Bilingual Guidelines for Chinese Businesses and Investors

1.1 The Basics The formation of the employment contract is generally subject to the same requirements as any other contract. There must be an offer and an acceptance (either oral or in writing), an intention to enter into…more

China, Collective Bargaining Agreements (CBA), Employer Liability Issues, Employment Contract, Foreign Investment

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Michael Yang

Annual Reporting Requirements for Incentive Stock Options and Employee Stock Purchase Plans - January 2025

Annual Information Statements and IRS Returns Requirement to Report For (1) any exercise of an incentive stock option (ISO) during 2024 or (2) transfer during 2024 of a share previously purchased pursuant to a tax-qualified…more

Employee Benefits, Incentive Stock Options, Income Taxes, Internal Revenue Code (IRC), IRS

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Sean Yates

Cyber Threats in Public Finance: Protecting Transactions from Wire Fraud

A recent cyberattack on a Michigan township has exposed weaknesses in the bond-closing process. In this incident, hackers stole over $25 million in bond proceeds by using spoofed email addresses to provide fraudulent wire…more

Cyber Attacks, Cyber Threats, Cybersecurity, Data Breach, Data Security

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Shannon Yavorsky

Data Privacy in Sports: Key Takeaways

Sports teams, leagues, agents and venues collecting personal information from athletes, fans and sponsors must comply with evolving privacy regulations. Here are key takeaways from a conversation Orrick recently hosted with the…more

Biometric Information, Consumer Privacy Rights, Cybersecurity, Data Collection, Data Privacy

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Justin Yi

M&A Considerations for Serial Acquirers

Companies that frequently acquire other companies benefit from a structured M&A playbook and robust due diligence. Justin Yi and Josh Pollick cover those points and also explore the complexities of earnouts and integration…more

Acquisitions, Contract Terms, Due Diligence, Mergers, Tax Planning

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Daniel Yost

Eight Intellectual Property and Commercial Questions to Ask Your Generative AI Tool Provider

As a rapidly increasing number of generative artificial intelligence products come to market, companies interested in incorporating these technologies must evaluate such offerings by balancing speed of implementation and…more

Artificial Intelligence, Copyright, Intellectual Property Protection, USPTO

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Albert Yu

APAC Energy Pulse – March 2025

Since our last update, various initiatives and developments across the Asia-Pacific market seem to support the prospect of future growth. In this issue of APAC Energy Pulse, we take a closer look at some of these initiatives…more

Asia Pacific, Clean Energy, Energy Policy, Energy Projects, Energy Sector

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Harold Yu

FAST Act Includes Enhancements to Capital Raising and Securities Laws

On December 4, 2015, President Obama signed the Fixing America’s Surface Transportation Act (the “FAST Act”) which included a host of provisions related to capital raising and securities law matters. Provisions of particular…more

Blue Sky Laws, Capital Raising, Emerging Growth Companies, Fixing America’s Surface Transportation Act (FAST Act), GAAP

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Jason Yu

FRE 404(b) and Trade Secrets Disputes: To Admit or Deny?

In a recent decision, an Eastern District of Texas court conducted an analysis under Federal Rule of Evidence Rule 404(b) outside the criminal context to allow evidence of “other acts” in a trade secrets litigation. The…more

Evidence, Federal Rules of Evidence, Intellectual Property Litigation, Intellectual Property Protection, Trade Secrets

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SueAnn Yue

Rating Agency Developments

On November 8, 2017, Fitch updated its ratings criteria for U.S. grant anticipation revenue vehicles (GARVEE) bonds. Report. On November 8, 2017, DBRS updated its ratings methodology for Canadian Residential Mortgages, Home…more

DBRS, Fitch, Rating Agencies, REIT, RMBS

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Walt Zalenski

RegFi Episode 57: Opening a Path for New Bank Formations

The Klaros Group’s Michele Alt joins Orrick partners Jerry Buckley, Caroline Stapleton and Walt Zalenski to explore actions needed to facilitate new bank formations, which have slowed to trickle in recent years. The conversation…more

Banking Sector, Business Formation, Federal Reserve, Financial Institutions, Financial Regulatory Reform

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Frank Nicholas Zalom

2022 New Employment Laws

The 2021 California Legislative year resulted in a number of new laws affecting California employer practices. This Alert summarizes key new laws that have either recently taken effect or will go into effect on January 1, 2022…more

Arbitration Agreements, Cal-OSHA, California Family Rights Act (CFRA), Coronavirus/COVID-19, Corporate Counsel

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Elizabeth Zane

Trump Administration’s Sweeping Reciprocal Tariffs – What Companies Need to Know

An update to our ongoing insights into the Trump administration’s broad tariffs on imports from Canada, Mexico and China. On April 2, 2025, President Trump unveiled a new so-called “reciprocal” tariff regime. The administration…more

Canada, China, Executive Orders, Imports, Mexico

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Emma Zarb

Monthly Highlights – UK Employment Law – March 2025

In this month’s instalment, our team summarises the latest UK case law and developments in employment law – and their implications for employers. 1. The Government has published the new annual statutory rates which apply to…more

Employee Rights, Employer Responsibilities, Employment Tribunals, Labor Regulations, Penalties

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A. Paul Zarnowiecki

Executive Orders and Presidential Memoranda Focus on U.S. Energy Sector

President Trump issued several Executive Orders and Presidential Memoranda on January 20, 2025, that will have a significant impact on the United States energy sector. Select Executive Orders and Presidential Memoranda are…more

Clean Water Act, Department of Energy (DOE), Energy Sector, Environmental Policies, Environmental Protection Agency (EPA)

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Patricia Zeigler

ValueAct Settlement Marks Record Penalty in Heightened Agency Efforts Against HSR Act Violations

Where is the line drawn between acquisitions of securities made “solely for the purpose of investment” on one hand, and influencing control, thereby requiring regulatory approval, on the other hand? That is the central…more

Acquisitions, Baker Hughes, Department of Justice (DOJ), Exemptions, Federal Trade Commission (FTC)

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Jinsong Zhang

China Issues Regulation on Export Control of Dual Use Items

China has issued the Regulation on Export Control of Dual-Use Items (the “Regulation”), which will take effect on December 1, 2024. The Regulation aims to provide clearer guidance for export control authorities’ law enforcement…more

China, Dual Use Goods, End-Users, Export Administration Regulations (EAR), Export Controls

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Shelley Zhang

New Anti-Monopoly Regulations in Force in China

September 1, 2019 may be seen as a new starting point for the enforcement of China’s antitrust and competition laws. On this date, three new sets of rules and regulations (the “Three New Regulations”) took effect, which were…more

Administrative Authority, Anti-Competitive, Anti-Monopoly, Antitrust Provisions, China

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Kyle Zhu

Deducting Success Fees in M&A Sell-Side Transactions: Guidance for Private Equity Portfolio Companies

In a typical sale of a private equity portfolio company, sell-side success fees payable to bankers and financial advisors represent one of the most significant transaction costs. Although most types of success fees are generally…more

Income Taxes, IRS, Private Equity, Tax Planning

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Tom Zick

Automated Hiring Tools: Are My Hiring Practices Subject to AI Regulation?

As companies increasingly leverage automated technologies in their recruiting and hiring processes, legislators and regulators are increasingly focused on establishing guardrails to ensure fairness. As a result, companies…more

Algorithms, Artificial Intelligence, Corporate Counsel, Data Privacy, Employment Discrimination

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Dr. André Zimmermann LL.M.

Lapse of Virtual Stock Options in the Event of Voluntary Resignation – Good Leaver or Bad Leaver?

On March 19, 2025, the German Federal Labor Court (Bundesarbeitsgericht) ("FLC") ruled that a provision in an employee stock option plan providing for the immediate forfeiture of vested virtual stock options in the event of…more

Compensation & Benefits, Employee Benefits, Employee Rights, Employment Contract, Employment Litigation

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Mitchell Zuklie

Profiles in Innovation: GoldieBlox Founder on "Reinventing Girlhood" through Engineering-Inspired Toys

If stubborn conviction is the hallmark of a successful entrepreneur, then Debbie Sterling is destined for greatness. As she builds a multimedia empire aimed at “reinventing girlhood as we know it,” she’s been paving her own way…more

Children's Toys, Controlling Person, Corporate Governance, Innovation, Retail Market

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Adam Zuro

Open Source Software Licenses: Novel Case Explores Who Can Enforce Them

Companies (including through the use of AI) are increasingly reliant on open source software to expedite their software development. A recent case filed in California, SFC v. Vizio, calls upon the state court to interpret two…more

Intellectual Property Protection, Open Source Software, Smart Devices, Software, Software Developers

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