Proskauer Rose LLP

DOJ Triples Down on Incentivizing Disclosures with Launch of Three-Year Corporate Whistleblower Awards Pilot Program

Corporate Whistleblower Awards Pilot Program (“Pilot Program”), aimed at incentivizing whistleblowers to report potential criminal conduct. The announcement was anticipated, having been previewed in March 2024 by Deputy Attorney…more

CFTC, Department of Justice (DOJ), Disclosure Requirements, False Claims Act (FCA), Federal Pilot Programs

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Three Point Shot - September 2023

Welcome to Three Point Shot, a newsletter brought to you by the Sports Law Group at Proskauer. Three Point Shot brings you the latest in sports law-related news and provides you with links to related materials. In this issue, we…more

Antitrust Provisions, Appeals, Arbitration, Constitutional Challenges, DMCA

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Three Point Shot - March 2025

Paddle Manufacturer in a Pickle: First Game to Plaintiffs in Consumer Protection Suit over Allegedly Mislabeled Pickleball Paddles - Sport Squad, Inc. (“Sport Squad”), a pickleball paddle manufacturer, has found itself in a…more

Arbitration, Class Action, Consumer Litigation, Consumer Protection Laws, FDUTPA

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Front and Center: Latest SVO Grant Numbers (UPDATED)

The SBA stopped accepting new SVO Grant applications on August 20, 2021.  The SBA is currently reviewing submitted SVO Grant applications and issuing both initial and supplemental awards. As of December 13, 2021, the SBA had…more

Artists, Coronavirus/COVID-19, Entertainment Industry, Entertainment Venues, Federal Grants

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New Interim Rule Removes CTA Reporting Requirements for U.S. Companies and U.S. Persons

On March 21, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule to the U.S. Corporate Transparency Act (“CTA”) that eliminates beneficial ownership…more

Beneficial Owner, Compliance, Corporate Transparency Act, Filing Deadlines, Final Rules

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BlueCrest – the Court of Appeal considers Condition B of the salaried members rules

The Court of Appeal has remitted the case of BlueCrest Capital Management (UK) LLP (BlueCrest) v HMRC back to the First-tier Tribunal (FTT) regarding the application of the UK’s salaried members rules (the Rules) to certain…more

Appeals, Asset Management, Business Entities, Compliance, Executive Compensation

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Enforceability of Golden Directors with Bankruptcy Consent Right

The appointment of an independent director is a powerful tool for private credit lenders. The appointment is designed to introduce a voice of neutrality and fairness into the board’s decision-making process with the hope and…more

Bankruptcy Court, Board of Directors, Commercial Bankruptcy, Contract Terms, Corporate Governance

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“Boomerang” Indemnification/Advancement-Gilbert v. Unisys

Under Delaware law, executives (and former executives) may be entitled to indemnification and advancement from their employer for claims arising in connection with their employment. These rights to indemnification/advancement…more

Advancement, Attorney's Fees, Confidential Information, Contract Terms, Corporate Executives

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SEC Adopts Treasury Clearing Rules

On December 13, 2023, the Securities and Exchange Commission (“SEC”) adopted new rules that will have the effect of requiring central clearing of a broad range of cash transactions and repurchase transactions in U.S. treasury…more

Broker-Dealer, Derivatives, Mandatory Clearing Rule, Proposed Rules, Securities and Exchange Commission (SEC)

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EBSA Releases Long-Awaited Update to Model Annual Funding Notices Reflecting SECURE 2.0 Changes

Following up on our recent blog post, SECURE 2.0’s Required Changes to Annual Funding Notice Become Effective in 2025, the Department of Labor released Field Assistance Bulletin 2025-02 on April 3, which addresses compliance…more

401k, Department of Labor (DOL), Disclosure Requirements, EBSA, Employee Benefits

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Seventh Circuit Rules: Just Saying it Doesn’t Make it So, for Class Certification

Defendants on the losing side of a class certification order were recently provided with a roadmap of how to challenge a district court’s analysis on appeal. On April 12, 2023, the United States Court of Appeals for the…more

Appeals, Class Certification, Coronavirus/COVID-19, Federal Rules of Civil Procedure, Putative Class Actions

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The Sneak Peek: Secondaries Pulse Check

Pent up dry powder? Biggest emerging secondaries sectors? Leverage still a viable means to finance deals? Below is a “sneak peek” into what our Proskauer panelists have to say on these big topics. They, along with our lineup of…more

Acquisitions, Financing, Global Market, Interest Rates, Investors

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How Governmental Carrots and Sticks Impact Private Investment in Defense Tech and the Security Ecosystem

In response to rising geopolitical tensions – from the Middle East to the Taiwan Strait to the ongoing conflict in Ukraine –the Biden Administration is increasingly using economic incentives and sanctions to assist the United…more

Asset Management, Department of Defense (DOD), Economic Sanctions, Foreign Policy, Investment

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Three Point Shot - May 2024

Mischief Afoot: Vans Kicks MSCHF’s Main Defense to Trademark Infringement to the Curb in Art Sneaker Dispute - If the shoe fits, wear it. Or so the Second Circuit mused in a recent decision, in which it “re-boxed” an art…more

Dilution, Enforcement, Fantasy Sports, First Amendment, Gaming Commissions

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The End of Chevron

When an ambiguity exists in a statute for which Congress has not chosen among the reasonable readings, who decides which possible reading should govern? For nearly four decades, courts have followed the rule of Chevron U.S.A.,…more

Administrative Procedure Act, Chevron Deference, Chevron v NRDC, Clean Air Act, Government Agencies

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How Governmental Carrots and Sticks Impact Private Investment in Defense Tech and the Security Ecosystem

In response to rising geopolitical tensions – from the Middle East to the Taiwan Strait to the ongoing conflict in Ukraine –the Biden Administration is increasingly using economic incentives and sanctions to assist the United…more

Asset Management, Department of Defense (DOD), Economic Sanctions, Foreign Policy, Investment

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FTC Focus: Avoiding 'Gun Jumping' Violations

This article is part of a monthly column that considers the significance of recent Federal Trade Commission announcements about antitrust issues. In this installment, we discuss notable takeaways from the agency's recent…more

Acquisitions, Antitrust Provisions, Antitrust Violations, Competition, Compliance

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Wealth Management Update - February 2025

February 2025 Interest Rates for GRATs, Sales to Defective Grantor Trusts, Intra-Family Loans and Split Interest Charitable Trusts - The February applicable federal rate (“AFR”) for use with a sale to a defective grantor…more

Estate Planning, Grantor Retained Annuity Trusts (GRATs), Grantor Trusts, Internal Revenue Code (IRC), IRS

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Key Steps for Fund Managers to Avoid Scrutiny Under the SEC’s Pay-to-Play Rule

The SEC’s recent settlement involving a “pay-to-play” rule violation by a private equity firm is a timely reminder for fund managers, especially with the November elections approaching. As a refresher, Rule 206(4)-5 of the…more

Compliance, Employee Training, Enforcement, Exempt Reporting Advisers (ERAs), Fund Managers

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Private Credit Deep Dives – Going Exclusive (Europe)

In recent months, market participants have become increasingly optimistic about the probability of a “soft landing” in the US economy, whereby tight monetary policy is shown to have tamed inflation whilst avoiding triggering a…more

Beneficiaries, Creditors, Debt, EU, Financial Transactions

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[Podcast] Private Market Talks: Navigating Turbulence with Adams Street Partners’ Bill Sacher

With over $62 billion of AUM, Adams Street Partners is a global investor in private equity and private credit. It invests in over 450 global general partners in private equity and directly invests in private credit. As such,…more

Asset Management, Financial Markets, Financial Services Industry, Interest Rates, Investment Management

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[Podcast] Episode 50: Activism and EBEC

In this episode of The Proskauer Benefits Brief, David Teigman, partner in the Tax Department and a member of the Employee Benefits & Executive Compensation Group, Josh Apfelroth, partner in the Private Equity and Mergers &…more

Board of Directors, Compensation & Benefits, Corporate Governance, Employee Benefits, Executive Compensation

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Supreme Court Declines to Revisit NLRB Deference Post-Loper Bright

On March 24, 2025, the Supreme Court declined to review a Ninth Circuit decision that provided an opportunity to clarify how its landmark decision in Loper Bright Enterprises v. Raimondo, 144 S. Ct. 2244 (2024) affects the…more

Appeals, Chevron Deference, Corporate Counsel, Denial of Certiorari, Employment Litigation

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Funds in Focus: Top SEC Exam and Enforcement Trends

The Securities and Exchange Commission’s (“SEC”) National Examination Program is designed to improve compliance, prevent fraud, monitor risk and inform policy. It is also a consistent source of referrals to the SEC’s Division of…more

Artificial Intelligence, Compliance, Confidentiality Agreements, Custody Rule, Disclosure Requirements

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Trump Appoints New NLRB GC, Subject to Senate Confirmation

President Trump has nominated Crystal Carey to serve as the next National Labor Relations Board General Counsel.  The appointment is subject to Senate confirmation.  If confirmed, Ms. Carey would replace the current Acting…more

Labor Relations, NLRB, NLRB General Counsel, Nominations, Trump Administration

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Q&A: What does 2024 have in store for European M&A?

There is a wealth of dry powder to spend but 2023 has seen M&A deal activity hampered by rising costs of debt, unstable markets, supply chain issues, general political uncertainty, and fear of global recession. So, what does…more

Acquisitions, Capital Investments, Coronavirus/COVID-19, Economic Downturn, Enforcement

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Final Regulations Issued on Allocation of Partnership Liabilities Under Section 752

On December 2, 2024, the U.S. Department of the Treasury (“Treasury”) and the Internal Revenue Service (the “IRS”) published final regulations (the “Final Regulations”) on section 752 regarding the allocation of partnership…more

Compliance, Final Rules, Income Taxes, Internal Revenue Code (IRC), Partnerships

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Where Do We Go From Here? Practical Considerations When Multidistrict Litigation Comes to an End

When product liability actions involving one or more common issues of fact (e.g., an allegedly harmful product or chemical) are filed in multiple jurisdictions, they are typically consolidated for pretrial proceedings in a…more

Case Consolidation, Commercial Litigation, Daubert Ruling, Depositions, Disclosure Requirements

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New Jersey Employers be Warned: Changes to New Jersey WARN Likely on the Horizon

Almost three years ago – in January of 2020 – New Jersey Governor Phil Murphy signed Senate Bill 3170 into law, which provided significant amendments to the Millville Dallas Airmotive Plant Job Loss Notification Act – also known…more

Coronavirus/COVID-19, Executive Orders, New Jersey, WARN Act

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From cryptic to (some) clarity: English law and policy rising to the challenge of cryptoassets

Sir Geoffrey Vos, the Master of the Rolls wants English law to be at the forefront of developments relating to cryptoassets and smart contracts. In his thought-provoking foreword to the government-backed UK Jurisdictional…more

Cryptoassets, Cryptocurrency, Digital Assets, Financial Regulatory Reform, Financial Transactions

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HMRC updates guidance on UK tax status of non-UK entities and US LLCs post Anson

On 6 December, HMRC updated the section in its International Manual discussing the UK tax characterisation of overseas entities, and of Delaware (and other US) limited liability companies (LLCs) in particular (in INTM180000 and…more

Business Entities, Foreign Entities, HMRC, Limited Liability Company (LLC), Regulatory Requirements

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2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

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New York Legislature Proposes New Sovereign Debt Restructuring Bill

The New York State Legislature recently proposed a bill, entitled the Sovereign Debt Stability Act, intended to facilitate sovereign debt restructuring. The bill, which could be brought to a vote as soon as May or June 2024,…more

Bankruptcy Code, Bankruptcy Court, Commercial Bankruptcy, Debt, Debt Restructuring

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Coronavirus: A Checklist for the Hospitality Industry Executive

As the Coronavirus (COVID-19) continues to disrupt travel and almost every other aspect of day-to-day life, the hospitality industry faces unprecedented challenges. Hotel closings, employee furloughs and other drastic measures…more

Acquisitions, Commercial Contracts, Coronavirus/COVID-19, Mergers, OSHA

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Wide Reaching Reform to UK Employment Law Proposed for 2026

The UK Labour Government published the Employment Rights Bill (“Bill”) last week, alongside a “Next Steps to Make Work Pay” plan (“Plan”), introducing several key employment law changes that will impact all UK businesses,…more

Employment Contract, Harassment, Parental Leave, Paternity Leave, Pregnancy Discrimination

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Former Executive Secures $34.5 Million Settlement in Whistleblower Retaliation Case

On March 20, 2025, in Zornoza v. Terraform Global Inc. et al, No. 818-cv-02523 (D. Md. Apr. 4, 2025), a former executive of two SunEdison subsidiaries secured a $34.5 million settlement over his SOX whistleblower retaliation…more

Corporate Governance, Damages, Employment Litigation, Financial Services Industry, Publicly-Traded Companies

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New Massachusetts Employer EEO Reporting Begins Monday, February 3, 2025

As we previously reported, certain Massachusetts employers will now be required to annually submit Equal Employment Opportunity (EEO) reporting to the state. Massachusetts Governor Maura Healey signed the legislation into law…more

Compliance, EEO, Employee Benefits, Employee Rights, Employer Liability Issues

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Effect of the New NYSE and Nasdaq Clawback Listing Standards on Registered Funds and BDCs

Beginning on December 1, 2023, companies listed on the New York Stock Exchange (“NYSE”) and the Nasdaq Stock Market (“Nasdaq”) will need to adopt and comply with policies providing for the recovery, or “clawback”, of erroneously…more

Business Development Companies, Clawbacks, Incentive Compensation, Investment Adviser, Investment Company Act of 1940

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Implications of U.S. Supreme Court Decision Overturning Affirmative Action Precedent in Higher Education

On June 29, 2023, the U.S. Supreme Court ruled in Students for Fair Admissions, Inc. v. President and Fellows of Harvard College that race-conscious admissions programs at Harvard College and the University of North Carolina…more

Affirmative Action, Civil Rights Act, College Admissions, Diversity and Inclusion Standards (D&I), Employment Discrimination

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SEC Eases Verification Burdens in Rule 506(c) Offerings

The SEC’s Division of Corporation Finance recently issued an interpretive letter providing additional insight as to what constitutes “reasonable steps” to verify an investor’s accredited investor status under Rule 506(c) of…more

Accredited Investors, Due Diligence, Investment Funds, Private Equity, Private Investment Funds

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Virginia Court of Appeals Vitiates Multi-Billion Dollar Trade Secrets Verdict

Finding errors in the lower court’s jury instructions and evidentiary rulings, the Virginia’s Court of Appeals struck down a $2 billion trade secrets award, the largest trade secrets verdict in the state’s history. Despite…more

Appeals, Damages, Jury Instructions, Misappropriation, Proprietary Information

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Post Election – Expect Tax Legislation

With clear Republican victories in the White House and the Senate, and a very slim majority for either side in the House of Representatives, we can expect tax legislation in the coming year. It is expected that the President…more

Corporate Taxes, Estate-Tax Exemption, Foreign Derived Intangible Income (FDII), Gift Tax, GILTI tax

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The Sneak Peek: Secondaries Pulse Check

Pent up dry powder? Biggest emerging secondaries sectors? Leverage still a viable means to finance deals? Below is a “sneak peek” into what our Proskauer panelists have to say on these big topics. They, along with our lineup of…more

Acquisitions, Financing, Global Market, Interest Rates, Investors

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New Interim Rule Removes CTA Reporting Requirements for U.S. Companies and U.S. Persons

On March 21, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule to the U.S. Corporate Transparency Act (“CTA”) that eliminates beneficial ownership…more

Beneficial Owner, Compliance, Corporate Transparency Act, Filing Deadlines, Final Rules

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2020 Annual Review and Outlook for Hedge Funds, Private Equity Funds and Other Private Funds

This yearly report provides a summary of some of the significant changes and developments that occurred in the past year in the hedge fund and private equity spaces, as well as certain recommended practices that investment…more

Hedge Funds, Popular, Private Equity, Private Equity Funds, Securities and Exchange Commission (SEC)

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Proskauer Launches Collaboration with the Schools Consent Project – Education is Prevention

Proskauer is excited to announce a partnership with the Schools Consent Project (SCP) for a new pro bono collaboration in our London and New York offices. SCP aims to normalise conversations about consent to encourage safe,…more

Educational Institutions, Law Firm Partners, Nonprofits, Pro Bono, Public Schools

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Wealth Management Update - April 2025

The April 2025 Section 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and GRATs is 5.00%, which is 0.40% less than the March 2025 rate. The April applicable federal rate (“AFR”) for use with a sale…more

501(c)(3), Beneficiaries, Charitable Donations, Divorce, Estate Planning

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Can Open Justice Be Too Open? A Review of Proposals to Provide Non-Parties Greater Access to Court Documents in England & Wales

In July 2019, the UK Supreme Court (UKSC) handed down a judgment in a case that concerned the extent and operation of the principle of open justice (Cape v Dring). The question before the UKSC was how much of the written…more

Commercial Litigation, Documentation, Rules of Civil Procedure, UK Supreme Court

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For All Intents and Purposes the Ninth Circuit Shakes Up Antitrust Law With Sidibe v. Sutter Decision

The June 4, 2024 Ninth Circuit Court of Appeals decision in Sidibe v. Sutter Health marks a potential shift in how rule of reason antitrust cases are approached and adjudicated. The opinion underscores the significance of…more

Antitrust Provisions, Appeals, CA Supreme Court, Healthcare, Jury Instructions

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DEI in the Spotlight:  Wage and Hour Implications

With the nation’s heightened focus on DEI programs and policies, U.S. employers should carefully evaluate the legal risks associated with their DEI-related wage and hour practices…more

Civil Rights Act, Compliance, Department of Labor (DOL), Disparate Impact, Diversity and Inclusion Standards (D&I)

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Three Point Shot - March 2025

Paddle Manufacturer in a Pickle: First Game to Plaintiffs in Consumer Protection Suit over Allegedly Mislabeled Pickleball Paddles - Sport Squad, Inc. (“Sport Squad”), a pickleball paddle manufacturer, has found itself in a…more

Arbitration, Class Action, Consumer Litigation, Consumer Protection Laws, FDUTPA

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Red Rock and a Hard Place: NLRB Issues First Post-Cemex Bargaining Order

On June 17, 2024, the National Labor Relations Board (“NLRB” or “Board”) issued its first mandatory bargaining order to an employer after its momentous decision in Cemex Construction Materials Pacific, LLC last year. The NLRB…more

Appeals, Collective Bargaining, NLRA, NLRB, Unfair Labor Practices

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Taming the Bull Rider: Chancery Court Reining in Mootness Fee Awards in Merger Litigation

Last month, the Delaware Chancery Court drastically reduced – from $275,000 to $50,000 – a mootness fee award requested by plaintiffs’ counsel in a lawsuit challenging the merger between PayPal and Xoom Corporation, finding the…more

Breach of Contract, Controlling Stockholders, Corporate Counsel, Derivative Suit, Fee Reductions

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Front and Center: Latest SVO Grant Numbers (UPDATED)

The SBA stopped accepting new SVO Grant applications on August 20, 2021.  The SBA is currently reviewing submitted SVO Grant applications and issuing both initial and supplemental awards. As of December 13, 2021, the SBA had…more

Artists, Coronavirus/COVID-19, Entertainment Industry, Entertainment Venues, Federal Grants

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DOL Unveils Final Amendment to QPAM Exemption

On April 3, 2024, the U.S. Department of Labor (the “DOL”) published in the federal register a final amendment to Prohibited Transaction Class Exemption 84-14 (the “QPAM Exemption”) that makes considerable changes to the…more

Benefit Plan Sponsors, Criminal Convictions, Deferred Prosecution Agreements, Department of Labor (DOL), Employee Retirement Income Security Act (ERISA)

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2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

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Talking Trends

In our latest Q&A series, we delve into the world of private credit through the lens of eminent women in the field — from professionals at the forefront of industry leadership to our own lawyers. Together, we navigate the trends…more

Acquisitions, Creditors, Interest Rates, Investment, Investors

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Ninth Circuit Clears Airline’s Arbitration by Estoppel Argument for Takeoff

Earlier this month, in Herrera v. Cathay Pacific Airways Ltd., a divided Ninth Circuit panel reversed the district court’s order denying Cathay Pacific Airways Ltd.’s motion to compel arbitration of a putative class action…more

Appeals, Arbitration, Arbitration Agreements, Estoppel, Third-Party Service Provider

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2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

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[Podcast] AI at Work: Design Use Mismatches

In the final installment of our AI at Work series, partner Guy Brenner and senior counsel Jonathan Slowik tackle a critical issue: mismatches between how artificial intelligence (or AI) tools are designed and how they are…more

Algorithms, Americans with Disabilities Act (ADA), Artificial Intelligence, Bias, Employment Discrimination

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Staying Afloat in an Uncertain Economic World: Hope for the Best, Prepare for the Worst Private Credit Restructuring Year in Review

While global inflation and higher-for-longer interest rates dominated macroeconomic headlines over the last year, middle-market private credit restructurings witnessed three notable trends.  First, these credits remained…more

Automatic Stay, Bankruptcy Code, Bankruptcy Court, Chapter 11, Debt

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NLRB Rules That Graduate Students Are Employees

Yesterday, the National Labor Relations Board (“the Board”) issued its long awaited decision in Columbia University. Not surprisingly, the Board, in a 3-1 decision, overturned 12 years of precedent by ruling that “student…more

Brown University, Collective Bargaining, Colleges, Educational Institutions, Graduate Students

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Do California’s New Restrictions on Independent Contractors Apply Retroactively?

On May 1, we reported on the California Supreme Court’s opinion in Dynamex Operations West, Inc. v. Superior Court, in which the Supreme Court set forth the standard for determining if a worker may properly be classified as an…more

ABC Test, CA Supreme Court, Employer Liability Issues, Employment Litigation, Independent Contractors

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The Headless PAGA Saga Continues

On February 26, 2025, in Parra Rodriguez v. Packers Sanitation, Inc., the California Court of Appeal (Fourth Appellate District) issued the latest published decision addressing the practice of filing so-called “headless” Private…more

Appeals, Arbitration, Arbitration Agreements, California, Employment Litigation

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Regulation Round Up - March 2025

Welcome to the Regulation Round Up, a regular bulletin highlighting the latest developments in UK and EU financial services regulation…more

Artificial Intelligence, Capital Markets, Economic Growth, Environmental Social & Governance (ESG), EU

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Celebrating Individualism and Authenticity with Phillip Lim

Proskauer’s Asian Lawyer Affinity Group and Ares teamed up for a dynamic Q&A with fashion luminary and activist Phillip Lim, delving into the interplay between identity and entrepreneurship. Moderated by Ares' COO Jana Markowicz…more

Activist, Brand, Diversity and Inclusion Standards (D&I)

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Raising the Bar: SEC Evaluating an Increase in Minimum AUM Threshold for Investment Adviser Registration

On April 8, 2025, Acting SEC Chairman Mark T. Uyeda gave a speech signaling that the SEC may revisit the current minimum assets under management (“AUM”) threshold for federal registration, potentially reducing the number of…more

Asset Management, Financial Regulatory Reform, Investment Adviser, Investment Advisers Act of 1940, Proposed Rules

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FTC Announces 2025 Thresholds Under HSR Act and Clayton Act

Primary HSR Filing Threshold will be Increased to $126.4 Million - The Federal Trade Commission has announced revisions to HSR Act and Clayton Act Section 8 thresholds, which are indexed annually in alignment with prior year…more

Antitrust Provisions, Department of Justice (DOJ), Enforcement Actions, Federal Trade Commission (FTC), Filing Fees

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SEC Adopts New SPAC Rules

On January 24, 2024, the SEC adopted new rules that apply to SPAC transactions and the adopted rules largely track the agency’s proposals with some notable exceptions. The new rules will become effective 125 days after…more

Capital Markets, Conflicts of Interest, Dilution, Disclosure Requirements, Enforcement Actions

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Commercial Fishermen Urge Supreme Court to Reel In Agency Authority

The U.S. Supreme Court has agreed to hear a case challenging its landmark 1984 decision in Chevron v. Natural Resources Defense Council. The high court’s ruling could have important implications on federal officials’ discretion…more

Chevron, Chevron Deference, Chevron v NRDC, Environmental Protection Agency (EPA), Fishing Industry

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"Commercially Reasonable Efforts” Clauses in Drug Development Deals: What Level of Protection Do They Really Provide?

Pharmaceutical drug development is expensive. One recent study estimates that the median cost to develop a new drug is $985 million, while the average is $1.3 billion. And those figures appear to be on the low end of a broad…more

Commercially Reasonable Efforts, Contract Terms, Drug Design, Funding Arrangements, IP License

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Pre-Petition Settlement Agreement Not an Assumable, Assignable, Executory Contract

In Svenhard’s Swedish Bakery v. United States Bakery, Bk. No. 19-15277, 2023 WL 5541420 (9th Cir. Aug. 29, 2023), the Ninth Circuit held that a settlement agreement that resolved an employer’s withdrawal liability to a…more

Chapter 11, Employee Retirement Income Security Act (ERISA), Executory Contracts, Proof of Claims, Releases

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S.D.N.Y. Waters Down Prior Ruling on “Carbon Neutral” Consumer Deception Claim

The Southern District of New York recently reconsidered its partial denial of Defendant Danone Waters of America’s motion to dismiss claims alleging Danone falsely advertised Evian water as “carbon neutral.” Reversing his prior…more

Carbon Emissions, Greenhouse Gas Emissions, Greenwashing, Misleading Statements, Motion to Dismiss

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Alumni Reflections: The Power of Mentorship & Camaraderie

Proskauer partner Mike Callahan sat down with alums Julie Kim, vice president and senior counsel at Warner Bros. Discovery, and Marjan Elbaum, general counsel at Banyan Software. Julie and Marjan developed an early bond at…more

Acquisitions, Career Development, Commercial Contracts, Mentor-Protege Program, Mergers

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BridgeBio Transaction Reflects Healthy Market for FDA Priority Review Vouchers

BridgeBio’s recently announced sale of an FDA Priority Review Voucher for $110 million reflects a robust secondary market for these regulatory fast passes. Prices for Priority Review Voucher (“PRVs”) reflect the high stakes…more

Biologics, Expedited FDA Approval, Food & Drug Regulations, Food and Drug Administration (FDA), Healthcare

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Ninth Circuit Provides Further Guidance on Trademark Lawsuits Involving “Expressive Works”

We previously discussed the United States Supreme Court’s June 2023 Jack Daniel’s Properties, Inc. v. VIP Products, LLC decision, which altered the way the “Rogers test,” a doctrine designed to protect First Amendment interests…more

Appeals, Corporate Counsel, First Amendment, Jack Daniels Properties Inc v VIP Products LLC, Lanham Act

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USPTO Announces 2019 Revised Patent Subject Matter Eligibility Guidance

On January 4, 2019, the United States Patent and Trademark Office (“USPTO”) released a significant, much-awaited revision to its patentable subject matter eligibility guidance. The “2019 Revised Patent Subject Matter Eligibility…more

Abstract Ideas, Guidance Update, Patent Applications, Patent Examinations, Patent-Eligible Subject Matter

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Game On! Microsoft and Activision Deal is One Step Closer to Actual Reality

On January 18, 2022, Microsoft’s acquisition of Activision, one of the world’s most-valuable gaming companies, was announced. In April 2023, the United Kingdom’s Competition and Markets Authority (CMA) blocked the deal on…more

Activision, Antitrust Provisions, Appeals, Federal Trade Commission (FTC), Mergers

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BE-11 Survey: Reporting Deadline Approaching

In April 2023, we published an overview of the BE-12, a benchmark survey conducted every five years by the Department of Commerce’s Bureau of Economic Analysis (“BEA”) to gather information about foreign direct investment in the…more

Bureau of Economic Analysis, Filing Deadlines, Financial Institutions, Foreign Corporations, Foreign Direct Investment

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Question of the Week: As the use cases for NFTs continue to evolve, what are some key considerations for brands, NFT issuers and holders and marketplaces?

As use cases for NFTs evolve from digital collectibles to more functional assets, sellers need to be more mindful than ever of what they are selling. There are still intellectual property related risks for any content associated…more

Artificial Intelligence, Cryptocurrency, Digital Assets, Non-Fungible Tokens (NFTs)

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Ping-Pong Match Appears Over: US Companies Apparently Definitively Relieved of Compliance Obligations Under the Corporate Transparency Act

The Corporate Transparency Act (the CTA) requires a range of entities, primarily smaller, unregulated companies, to file reports with FinCen, and arm of the Treasury Department, identifying the entities’ beneficial owners, and…more

Anti-Money Laundering, Beneficial Owner, Compliance, Corporate Transparency Act, Enforcement Actions

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FINRA Proposes to Amend Rule 2210 to Permit Projected Performance and Targeted Returns in Institutional Communications

On November 13, 2023, FINRA filed with the SEC a proposal to amendment to Rule 2210 that would create a tailored exception from the general prohibition on projections in marketing materials and other communications with…more

Financial Industry Regulatory Authority (FINRA), Institutional Investment, Institutional Investors, Investment Company Act of 1940, Marketing

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Proskauer on Privacy: 2024 Reflections & 2025 Predictions

2024 marked another significant year for privacy law, with new state legislation and high-stakes litigation reshaping the landscape. Legal battles over tracking technologies, biometric data, and children’s privacy intensified,…more

Biometric Information, COPPA, Data Breach, Data Privacy, Data Security

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Question of the Week: How are expiring patents fueling M&A in the life sciences industry?

Expiring patents can be a catalyst for M&A in the life sciences industry as pharmaceutical and biotechnology companies seek to maintain revenue streams and competitive advantages. In this edition of Beyond the Deal, our lawyers…more

Acquisitions, Artificial Intelligence, Biosimilars, Biotechnology, Competition

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SEC Eases Verification Burdens in Rule 506(c) Offerings

The SEC’s Division of Corporation Finance recently issued an interpretive letter providing additional insight as to what constitutes “reasonable steps” to verify an investor’s accredited investor status under Rule 506(c) of…more

Accredited Investors, Due Diligence, Investment Funds, Private Equity, Private Investment Funds

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Affirmations over Affidavits: Highly Anticipated NY Bill Promises to Simplify Civil Action

A welcome change may be afoot for New York lawmakers, as New York Senate Bill S5162 recently passed the Senate and Assembly judiciary committees. The bill, which may soon be delivered to the Governor for signature, would amend…more

Affidavits, Perjury, Proposed Legislation

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Benefit Plan Deadlines Extended for Individuals Affected by Recent Natural Disasters

Last week, the U.S. Departments of Labor and Treasury issued a Joint Notice requiring the extension of certain benefit plan deadlines for individuals affected by Hurricanes Helene and Milton and Tropical Storm Helene.[1] The…more

Beneficiaries, Benefit Plan Sponsors, COBRA, Department of Labor (DOL), EBSA

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FTC Appeals Texas Federal Court’s Decision Halting Its Noncompete Ban Nationally

On October 18, 2024, the Federal Trade Commission (“FTC”) gave notice that it would appeal a Texas federal court’s decision halting its non-compete rule (the “Rule”) from taking effect as to all employers nationwide. The appeal…more

Appeals, Enforcement, Federal Bans, Federal Trade Commission (FTC), Non-Compete Agreements

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Celebrating Individualism and Authenticity with Phillip Lim

Proskauer’s Asian Lawyer Affinity Group and Ares teamed up for a dynamic Q&A with fashion luminary and activist Phillip Lim, delving into the interplay between identity and entrepreneurship. Moderated by Ares' COO Jana Markowicz…more

Activist, Brand, Diversity and Inclusion Standards (D&I)

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SEC Proposes Extensive New Rules Applicable to SPACs and de-SPAC Transactions

On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed a set of rules and amendments governing special purpose acquisition companies (“SPACs”) that will, if adopted, impose significant new regulatory…more

Capital Markets, Capital Raising, Initial Public Offering (IPO), Investment, Securities and Exchange Commission (SEC)

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Digital Assets:  What to Expect from the Incoming Administration and Congress

The Trump Administration and the new Republican-led Congress are expected to create a friendlier governmental approach to crypto assets. Among other things, key nominees to serve as senior administration officials are known to…more

Cryptoassets, Digital Assets, Howey, Investment Companies, New Legislation

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Supreme Court Holds That Criminal Defendants Challenging Pre-Trial Asset Seizure Cannot Contest a Grand Jury’s Determination of Probable Cause

On February 25, 2014, in Kaley v. United States, the U.S. Supreme Court held 6-3 that criminal defendants challenging the legality of a §853(e)(1) pre-trial asset seizure may not contest a grand jury's determination of probable…more

Criminal Prosecution, Frozen Assets, Grand Juries, Kaley v. United States, Probable Cause

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Former Executive Secures $34.5 Million Settlement in Whistleblower Retaliation Case

On March 20, 2025, in Zornoza v. Terraform Global Inc. et al, No. 818-cv-02523 (D. Md. Apr. 4, 2025), a former executive of two SunEdison subsidiaries secured a $34.5 million settlement over his SOX whistleblower retaliation…more

Corporate Governance, Damages, Employment Litigation, Financial Services Industry, Publicly-Traded Companies

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Antitrust Enforcers Preview Incoming Spotlight on Blockchain

The tide of regulation of cryptocurrency and blockchain could be turning in the United States. Following comments by newly-confirmed Treasury Secretary (and former Federal Reserve Chair) Janet Yellen describing Bitcoin as…more

Antitrust Division, Bitcoin, Blockchain, CFTC, Competition

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State Climate Disclosure Bills – A Growing Trend?

With the uncertainty plaguing the ultimate status of the SEC’s climate disclosure rules on the federal level (we reported on the most recent developments in The SEC Votes to “End its Defense” of Climate Change Rules and SEC Asks…more

Business Entities, California, Climate Change, Disclosure Requirements, Executive Orders

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Sixth Circuit Again Invalidates ERISA Plan Arbitration Clause

The Sixth Circuit recently reversed a district court’s dismissal, and order requiring arbitration of, a proposed class action alleging fiduciary breaches in connection with the Kellogg Company 401(k) plan. Fleming v. Kellogg…more

401k, Arbitration, Breach of Duty, Employee Benefits, Employee Retirement Income Security Act (ERISA)

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Question of the Week: As the impact of return-to-office policies take shape and climbing interest rates increase capitalization rates, how are real estate deals being affected?

Yes, interest rates have skyrocketed when you look at the last 10 years, but the reality is also that folks were able to be quite successful in the ‘90s, with interest rates hovering around 7%. The better questions will all…more

Capitalization, Coronavirus/COVID-19, Interest Rates, Investors, Real Estate Market

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TikTok Challenges Montana’s Unprecedented Statewide Ban

Last month, TikTok sued Montana’s attorney general—alleging the state’s recent TikTok ban is unconstitutional and is preempted by federal law. On May 17, Montana Governor Greg Gianforte signed a first-of-its-kind law…more

China, Commerce Clause, Cybersecurity, National Security, Preemption

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SEC Brings First Liquidity Rule Enforcement Action Against Investment Adviser and Fund Board

On May 5, 2023, the Securities and Exchange Commission ("SEC") filed charges against Pinnacle Advisors LLC ("Pinnacle Advisers"), an investment adviser, for allegedly aiding and abetting violations of Rule 22e-4 (the "Liquidity…more

Civil Monetary Penalty, Enforcement Actions, Investment Adviser, Liquidity, Liquidity Risk Management Rule

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Delaware Court Of Chancery Refuses To Enforce Both Choice of Law Provision And Nationwide Non-Compete

On August 31, 2023, the Delaware Court of Chancery held, with respect to a non-compete provision in an employment agreement, that: (1) the choice of law provision selecting Delaware was “not necessarily binding”; and (2) the…more

Corporate Counsel, Delaware, Employment Policies, Non-Compete Agreements, Pre-Employment Agreements

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NLRB Restores Precedent, Gives Employers Freedom to Unilaterally Discipline Union Employees Between Certification and First Contract

The National Labor Relations Board continues to overrule Obama-Board precedent at a rapid pace. On June 23, 2020, in 800 River Road Operating Company, LLC d/b/a Care One at New Milford, 369 NLRB No. 109, the Board overturned…more

Administrative Law Judge (ALJ), Collective Bargaining Agreements (CBA), Discipline, Duty to Bargain, Employer Liability Issues

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Three Point Shot - March 2025

Paddle Manufacturer in a Pickle: First Game to Plaintiffs in Consumer Protection Suit over Allegedly Mislabeled Pickleball Paddles - Sport Squad, Inc. (“Sport Squad”), a pickleball paddle manufacturer, has found itself in a…more

Arbitration, Class Action, Consumer Litigation, Consumer Protection Laws, FDUTPA

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In the Orphan Drug Approval Race, Winner Takes All? Ramifications of Catalyst Pharms. v. Becerra

How is orphan drug exclusivity affected when the FDA-approved use for an orphan drug is arguably narrower than the treatment of the rare disease it was designated for? By way of background, a sponsor can obtain orphan drug…more

Biopharmaceutical, FDA Approval, Food and Drug Administration (FDA), Generic Drugs, Life Sciences

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Final Regulations Issued for Certain Partnership Related Party Basis Adjustment Transactions

On January 10, 2025, the Treasury Department and the U.S. Internal Revenue Service (the “IRS”) released final regulations (the “regulations”) classifying certain partnership related party basis adjustment transactions and…more

Compliance, Income Taxes, Internal Revenue Code (IRC), IRS, Liquidation

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Contract Law in the Age of Agentic AI: Who’s Really Clicking “Accept”?

In May 2024, we released Part I of this series, in which we discussed agentic AI as an emerging technology enabling a new generation of AI-based hardware devices and software tools that can take actions on behalf of users. It…more

Algorithms, Artificial Intelligence, Automated Systems, Contract Disputes, Contract Terms

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Supreme Court Holds that Copyright Damages Have No Time Limit

Under the Copyright Act, “there is no time limit on monetary recovery” for a timely claim. So held the Supreme Court last week in Warner Chappell Music, Inc. v. Nealy. Section 507 of the Copyright Act imposes a three-year…more

Copyright, Copyright Infringement, Copyright Litigation, Damages, Discovery Rule

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2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

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Long-Awaited Revisions to HSR Reporting Rules Set to Take Effect This January

The Federal Trade Commission (“FTC”) has announced a final rulemaking on a unanimous vote that will expand the reporting requirements for mergers and acquisitions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976…more

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

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The Sneak Peek: Secondaries Pulse Check

Pent up dry powder? Biggest emerging secondaries sectors? Leverage still a viable means to finance deals? Below is a “sneak peek” into what our Proskauer panelists have to say on these big topics. They, along with our lineup of…more

Acquisitions, Financing, Global Market, Interest Rates, Investors

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NLRB Returns to Exacting “Clear and Unmistakable” Waiver Standard for Contractual Waiver of Right to Bargain Over Unilateral Changes

This week, in an expected decision, the National Labor Relations Board (“NLRB” or “Board”) reinstated its prior “clear and unmistakable” waiver standard—a standard that has been much criticized by the courts—for determining when…more

Collective Bargaining, Contract Waiver, NLRA, NLRB, Unfair Labor Practices

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The Evolving New Normal 2024 Private Credit Restructuring Year in Review

In many ways, 2024 continued existing trends in private credit: modest levels of M&A activity, competition among direct lenders to deploy capital, higher-for-longer interest rates, persistent inflation, elevated default rates,…more

Appeals, Bankruptcy Code, Bankruptcy Court, Chapter 11, Corporate Restructuring

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How Governmental Carrots and Sticks Impact Private Investment in Defense Tech and the Security Ecosystem

In response to rising geopolitical tensions – from the Middle East to the Taiwan Strait to the ongoing conflict in Ukraine –the Biden Administration is increasingly using economic incentives and sanctions to assist the United…more

Asset Management, Department of Defense (DOD), Economic Sanctions, Foreign Policy, Investment

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How Governmental Carrots and Sticks Impact Private Investment in Defense Tech and the Security Ecosystem

In response to rising geopolitical tensions – from the Middle East to the Taiwan Strait to the ongoing conflict in Ukraine –the Biden Administration is increasingly using economic incentives and sanctions to assist the United…more

Asset Management, Department of Defense (DOD), Economic Sanctions, Foreign Policy, Investment

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OIG Reports that Clinical Trials Lack Diverse Subjects: What Role Can Artificial Intelligence Play?

As the largest public funder of biomedical research in the world, the National Institutes of Health (“NIH”) annually funds over $38 billion in extramural research, including about $6 billion for clinical trials. On May 28, 2024,…more

21st Century Cures Act, Affordable Care Act, Artificial Intelligence, Clinical Trials, Department of Health and Human Services (HHS)

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Question of the Week: What is your outlook for private capital in 2024?

"Fund managers will continue to innovate and be creative in how they address challenges in the market. For example, fund and portfolio level restructurings will progress at a steady pace to address limitations on exit…more

Acquisitions, Capital Markets, Investment, Investors, Liquidity

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Question of the Week: What is your outlook for private capital in 2024?

"Fund managers will continue to innovate and be creative in how they address challenges in the market. For example, fund and portfolio level restructurings will progress at a steady pace to address limitations on exit…more

Acquisitions, Capital Markets, Investment, Investors, Liquidity

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Three Point Shot - March 2025

Paddle Manufacturer in a Pickle: First Game to Plaintiffs in Consumer Protection Suit over Allegedly Mislabeled Pickleball Paddles - Sport Squad, Inc. (“Sport Squad”), a pickleball paddle manufacturer, has found itself in a…more

Arbitration, Class Action, Consumer Litigation, Consumer Protection Laws, FDUTPA

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Enforceability of Golden Directors with Bankruptcy Consent Right

The appointment of an independent director is a powerful tool for private credit lenders. The appointment is designed to introduce a voice of neutrality and fairness into the board’s decision-making process with the hope and…more

Bankruptcy Court, Board of Directors, Commercial Bankruptcy, Contract Terms, Corporate Governance

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The End of Chevron

When an ambiguity exists in a statute for which Congress has not chosen among the reasonable readings, who decides which possible reading should govern? For nearly four decades, courts have followed the rule of Chevron U.S.A.,…more

Administrative Procedure Act, Chevron Deference, Chevron v NRDC, Clean Air Act, Government Agencies

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Question of the Week: What are some alternatives to traditional types of capital raising in the current uncertain environment?

During times of market volatility, it’s not uncommon to see issuers look for different ways to raise capital, such as registered direct or other forms of confidentially marketed offerings. These offerings involve securities that…more

Capital Raising, Investors, Market Volatility, Securities, Stock Prices

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New York Legislature Proposes New Sovereign Debt Restructuring Bill

The New York State Legislature recently proposed a bill, entitled the Sovereign Debt Stability Act, intended to facilitate sovereign debt restructuring. The bill, which could be brought to a vote as soon as May or June 2024,…more

Bankruptcy Code, Bankruptcy Court, Commercial Bankruptcy, Debt, Debt Restructuring

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SEC Proposes Significant Amendments to Form PF

On January 26, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed amendments to Form PF and related rules (the “Proposed Amendments”) under the Investment Advisers Act of 1940 (“Advisers Act”). Form PF is…more

Filing Requirements, Form PF, Hedge Funds, Investment Adviser, Investment Advisers Act of 1940

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Court Temporarily Stays New SEC Climate Change Disclosure Rules Amidst Widening Legal Challenges

Multiple legal challenges have already been launched against the SEC’s new climate change disclosure rules. Plaintiffs include Attorneys General from several states, a large business trade organization and a private energy…more

Climate Change, Corporate Governance, Disclosure Requirements, Enforcement Actions, Greenhouse Gas Emissions

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[Podcast] Private Market Talks: Powering the AI Revolution with DigitalBridge’s Kyle Colvin

Digital Infrastructure – the cell towers, data centers, fiber and small cells that power our wireless and mobile data – is one of the fastest growing investment sectors today. New technologies such as 5G and IoT have put…more

Artificial Intelligence, Asset Management, Capital Markets, Global Dealmaking, Global Market

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(De)Cease(d)-and-Desist: Supreme Court Deals Blow to NLRB Injunctive Power

On June 13, 2024, the U.S. Supreme Court dealt a blow to the National Labor Relations Board’s (“NLRB” or the “Board”) ability to seek injunctive relief during the pendency of an unfair labor practice proceeding. In a near…more

Amazon, Appeals, Cease and Desist Orders, Certiorari, Employment Litigation

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2020 Annual Review and Outlook for Hedge Funds, Private Equity Funds and Other Private Funds

This yearly report provides a summary of some of the significant changes and developments that occurred in the past year in the hedge fund and private equity spaces, as well as certain recommended practices that investment…more

Hedge Funds, Popular, Private Equity, Private Equity Funds, Securities and Exchange Commission (SEC)

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Navigating Parallel Proceedings: Lessons Learned As Time Runs Out for AliveCor in its Apple Smartwatch Patent Dispute

On March 7, 2025, the Federal Circuit issued a decision resolving the ongoing patent litigation between AliveCor and Apple concerning methods of cardiac monitoring purportedly employed in certain of Apple’s Watches. The Court’s…more

Appeals, Discovery Disputes, Inter Partes Review (IPR) Proceeding, International Trade Commission (ITC), Medical Devices

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Florida’s High Court Clarifies that Incorporating AAA Rules into an Arbitration Provision Delegates Arbitrability to Arbitrator

When a litigant seeks to compel arbitration pursuant to the Federal Arbitration Act (“FAA”), there are two issues that must be resolved: (1) whether there is an agreement to arbitrate; and, if so, (2) whether the dispute at…more

AirBnB, American Arbitration Association, Arbitration, Arbitration Agreements, Federal Arbitration Act

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Final Ruling in Serta Reaches Decision on “Open Market Purchase”

Background In November 2016, Serta Simmons Bedding, LLC and certain affiliates (collectively, the “Debtors”) entered into credit facilities which provided for (i) $1.95 billion in first lien term loans (the “2016 Credit…more

Bankruptcy Court, Credit Agreements, Debtors, Final Rules, Good Faith

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SEC and CFTC Extend Compliance Date for Form PF Amendments

On January 29, 2025, the Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (together, the “Agencies”) jointly announced that the compliance date for the new Form PF would be extended by three…more

CFTC, Compliance, Financial Regulatory Reform, Form PF, Hedge Funds

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The King is Back (in the Digital Era) | The ELVIS Act, Generative AI and Right of Publicity

On March 21, 2024, in a bold regulatory move, Tennessee Governor Bill Lee signed the Ensuring Likeness Voice and Image Security (“ELVIS”) Act (Tenn. Code Ann. §47-25-1101 et seq.) – a law which, as Gov. Lee stated, covers “new,…more

Artificial Intelligence, Cause of Action Accrual, Copyright, Copyright Infringement, Deep Fake

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Court Temporarily Stays New SEC Climate Change Disclosure Rules Amidst Widening Legal Challenges

Multiple legal challenges have already been launched against the SEC’s new climate change disclosure rules. Plaintiffs include Attorneys General from several states, a large business trade organization and a private energy…more

Climate Change, Corporate Governance, Disclosure Requirements, Enforcement Actions, Greenhouse Gas Emissions

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Home Is Where the Health Care Is: New Study Shows Increase in Number of Homebound Older Adults While CMS Expands Home Health Reimbursement Model

JAMA Internal Medicine recently published an article finding that the number of homebound adults aged 70 or older more than doubled during the last decade. In 2011, approximately 5% of adults aged 70 or older were homebound…more

Centers for Medicare & Medicaid Services (CMS), Health Care Providers, Healthcare Reform, Home Health Care, Medicare

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Jury Awards $450,000 For Employer’s Termination of Employee After Receiving Notice About Anxiety Disorder

On March 31, 2022, a Kentucky jury unanimously awarded $450,000 to an employee, who was terminated following two panic attacks the employee suffered at work. The jury concluded the employee’s anxiety disorder was a disability…more

Adverse Employment Action, Damages, Disability Discrimination, Employer Liability Issues, Employment Litigation

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SEC Proposes Broad New Climate Change Disclosure Requirements

In a 500-page release, the SEC has proposed significant new public company climate change disclosure requirements for both domestic companies and foreign private issuers, including the actual and potential impacts of climate…more

Annual Reports, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

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2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

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The “Retailisation” of Private Funds – Key Considerations for Private Fund Managers

The “retailisation” of private funds has been one of the industry’s most significant trends in recent years, with fund managers seeking sources of capital beyond their usual institutional, professional and sophisticated investor…more

Asset Management, Capital Raising, ELTIF, EU, EuVECA

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Artificially Unintelligent: Attorneys Sanctioned for Misuse of ChatGPT

ChatGPT may be smart enough to pass the bar exam, but lawyers should take caution before relying on the Artificial Intelligence (“AI”) platform to conduct any legal business. On June 22, 2023, Judge P. Kevin Castel of the…more

Artificial Intelligence, Machine Learning, Motion to Dismiss, Rule 11, Sanctions

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Calls for USPTO to Adopt Policies to Modulate Drug Pricing

In the wake of the nomination of Kathi Vidal as Director of the USPTO, there will be significant attention paid to the agency’s responses to calls from both the executive and legislative branches to remake the agency’s perceived…more

Biden Administration, Biosimilars, Biotechnology, Competition, Drug Pricing

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Déjà Vu All Over Again? NLRB Faces Partisan Overhaul Again with Key Legal Issues Hanging in the Balance

For the third time in eight years, both the National Labor Relations Board’s (“NLRB”) prosecutorial and adjudicative arms face a pending partisan overhaul after President-elect Trump’s inauguration on January 20, 2025…more

Compensation, Confidentiality Agreements, Employee Definition, Employee Handbooks, Injunctive Relief

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A Fund Managers’ Guide to Maximizing D&O and E&O Insurance Coverage

As the economic impact of COVID-19 continues to reverberate across all global industries, there is an increased risk of claims being asserted against private fund managers, their funds and portfolio companies, as well as key…more

Contract Negotiations, Coronavirus/COVID-19, D&O Insurance, E&O Insurance, Fund Managers

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Second Circuit Clarifies ADA Standard on Reasonable Accommodations

Employers in New York, Connecticut, and Vermont should take note of a recent Second Circuit decision holding that an employee may still be entitled to a reasonable accommodation under the Americans with Disabilities Act (“ADA”)…more

Americans with Disabilities Act (ADA), Corporate Counsel, Disability Discrimination, Educational Institutions, Employee Rights

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How Governmental Carrots and Sticks Impact Private Investment in Defense Tech and the Security Ecosystem

In response to rising geopolitical tensions – from the Middle East to the Taiwan Strait to the ongoing conflict in Ukraine –the Biden Administration is increasingly using economic incentives and sanctions to assist the United…more

Asset Management, Department of Defense (DOD), Economic Sanctions, Foreign Policy, Investment

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Significant Changes to U.S. Taxation of REITs and Investments by Non-U.S. Investors in Real Property under the PATH Act

On December 18, 2015, President Obama signed into law an omnibus appropriations bill which included the Protecting Americans from Tax Hikes Act of 2015 (the "Act"). In addition to extending or making permanent a number of…more

Dividends, FIRPTA, Foreign Investment, IRS, Pensions

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Del. Ruling Shows Tension Between 363 Sale And Labor Law

Navigating the Bankruptcy Code can present many traps for unsuspecting debtors, creditors or asset buyers. The U.S. District Court for the District of Delaware recently reminded bankruptcy participants of an often overlooked…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Creditors, Debtors

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Here We Go Again: Board Resurrects “Quickie” Election Rules

With over 58,000 workers reportedly unionizing so far in 2023 and the number of representation petitions on the rise, it comes as no surprise that the National Labor Relations Board (“NLRB” or the “Board”) continues to make…more

Appeals, NLRB, Quickie Election Rules, Rulemaking Process, Union Elections

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Question of the Week: What are some alternatives to traditional types of capital raising in the current uncertain environment?

During times of market volatility, it’s not uncommon to see issuers look for different ways to raise capital, such as registered direct or other forms of confidentially marketed offerings. These offerings involve securities that…more

Capital Raising, Investors, Market Volatility, Securities, Stock Prices

See all updates »

2020 Annual Review and Outlook for Hedge Funds, Private Equity Funds and Other Private Funds

This yearly report provides a summary of some of the significant changes and developments that occurred in the past year in the hedge fund and private equity spaces, as well as certain recommended practices that investment…more

Hedge Funds, Popular, Private Equity, Private Equity Funds, Securities and Exchange Commission (SEC)

See all updates »

State Climate Disclosure Bills – A Growing Trend?

With the uncertainty plaguing the ultimate status of the SEC’s climate disclosure rules on the federal level (we reported on the most recent developments in The SEC Votes to “End its Defense” of Climate Change Rules and SEC Asks…more

Business Entities, California, Climate Change, Disclosure Requirements, Executive Orders

See all updates »

New-Aged Automakers Beware: CPPA’s Enforcement Action Against Honda Results in the Agency’s First Settlement

CPPA launched its first major enforcement action in targeting connected vehicle-maker Honda. Connected vehicles often collect various kinds of sensitive driver information, including geolocation, biometric and behavioral…more

Automotive Industry, California Consumer Privacy Act (CCPA), California Privacy Protection Agency (CPPA), Connected Cars, Data Collection

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Wealth Management Update - December 2021

Federal interest rates increased slightly for December of 2021 but remain fairly low historically. The December Section 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and GRATs is 1.6%, which is 0.2%…more

AFR, Embezzlement, Estate Planning, Gift Tax, Grantor Retained Annuity Trusts (GRATs)

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Proskauer’s 2018 Global High-Yield Bond Study

Overview and Methodology - Welcome to this seventh edition of Proskauer’s Global High-Yield Bond Study, our analysis of market trends for high-yield bond offerings. Using analyses from our proprietary database of…more

Bond Issuers, Bondholders, Bonds, Capital Markets, Collateralized Loan Obligations

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Supreme Court Rules Discriminatory Job Transfers Need Not Produce “Significant” Harm to be Actionable Under Title VII

On April 17, 2024, the United States Supreme Court ruled on the standard under which a plaintiff can proceed with a claim for a discriminatory job transfer under Title VII of the Civil Rights Act of 1964 (“Title VII”), holding…more

Civil Rights Act, Discrimination, Employee Transfers, Employer Liability Issues, Employment Discrimination

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New “Self-Correction” Option for Voluntary Fiduciary Correction Starts March 17, 2025

Starting March 17, 2025, the Employee Benefits Security Administration’s Voluntary Fiduciary Correction Program (“VFCP”) will have a “self-correction” option. Although the new option eliminates the need to wait for formal…more

Compliance, Department of Labor (DOL), Employee Benefits, Fiduciary Duty, Internal Revenue Code (IRC)

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A Trap for the Unwary – Nonprofit Organization Compensation Arrangement Considerations for High Caliber Executives

Like any for-profit company, nonprofit organizations want to attract and retain high caliber executives to achieve and further their missions. To accomplish this, a nonprofit organization may have to offer a particularly robust…more

501(c)(3), Compensation & Benefits, Employee Benefits, Excise Tax, Executive Compensation

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U.S. Supreme Court Temporarily Stays NLRB Board Member Reinstatement; Board to Again Without a Quorum

On April 9, 2025, the Supreme Court of the United States issued a brief order, staying the District Court’s order reinstating former National Labor Relations Board (“NLRB” or “Board”) Member Gwynne A. Wilcox. The Board is now…more

Administrative Procedure Act, Appeals, Constitutional Challenges, Employment Litigation, Hiring & Firing

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New-Aged Automakers Beware: CPPA’s Enforcement Action Against Honda Results in the Agency’s First Settlement

CPPA launched its first major enforcement action in targeting connected vehicle-maker Honda. Connected vehicles often collect various kinds of sensitive driver information, including geolocation, biometric and behavioral…more

Automotive Industry, California Consumer Privacy Act (CCPA), California Privacy Protection Agency (CPPA), Connected Cars, Data Collection

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The Supreme Court Kept the Door Open to Genus Claims

The U.S. Supreme Court on May 18, 2023 delivered its decision on the scope of the patent enablement requirement, set forth in 35 U.S.C. § 112, in the antibody dispute Amgen, Inc. v. Sanofi. While the parties obtained finality,…more

Amgen, Biosimilars, Biotechnology, CAFC, Genus

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Insights on the NAV Lending Market – Full Year 2023

In the middle of 2023, we conducted an informal, small-scale survey to gather insights from prominent non-bank lenders on their activity in the net asset value (NAV) lending market for the first half of 2023. We have expanded…more

Borrowers, Fees, Lenders, Lending, NAV

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Question of the week: There are an increasing number of partnerships between media companies and sports betting operators. How have these deals evolved and changed over the past two years?

“At Proskauer, we had the privilege of a front row seat at sports betting’s “first pitch,” which was the strategic alliance we worked on between The Stars Group (TSG) and FOX to form FOX Bet. At least in the US, we are still in…more

Internet Streaming, Media, Partnerships, Sports, Sports Betting

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Third Circuit Recognizes Trade Secret Misappropriation Claim by Party Possessing (But Not Owning) the Trade Secret

It is not often that a United States Court of Appeals issues a decision on trade secrets, much less one involving the review of a bench trial that drew legal conclusions on the scope of trade secret law and the propriety of…more

Aiding and Abetting, Appeals, Bench Trial, Breach of Duty, Compensatory Damages

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Three Point Shot - March 2025

Paddle Manufacturer in a Pickle: First Game to Plaintiffs in Consumer Protection Suit over Allegedly Mislabeled Pickleball Paddles - Sport Squad, Inc. (“Sport Squad”), a pickleball paddle manufacturer, has found itself in a…more

Arbitration, Class Action, Consumer Litigation, Consumer Protection Laws, FDUTPA

See all updates »

New York Nonprofit Revitalization Act Rollout Challenges

As the July 1, 2014 compliance date of the New York Nonprofit Revitalization Act of 2013 (the "Revitalization Act") quickly approaches, many charities operating in New York are confronting some difficult rollout challenges…more

Board of Directors, Corporate Officers, Economic Development, IRS, Nonprofits

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Final Regulations Issued for Certain Partnership Related Party Basis Adjustment Transactions

On January 10, 2025, the Treasury Department and the U.S. Internal Revenue Service (the “IRS”) released final regulations (the “regulations”) classifying certain partnership related party basis adjustment transactions and…more

Compliance, Income Taxes, Internal Revenue Code (IRC), IRS, Liquidation

See all updates »

Third Circuit Follows Fifth and Ninth Circuits on Treatment of Make-Whole Claims in Bankruptcy

In a much-anticipated decision, the United States Court of Appeals for the Third Circuit recently held that unsecured noteholders’ claims against a debtor for certain “Applicable Premiums” were the “economic equivalent” to…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy, Compensation

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2020 Annual Review and Outlook for Hedge Funds, Private Equity Funds and Other Private Funds

This yearly report provides a summary of some of the significant changes and developments that occurred in the past year in the hedge fund and private equity spaces, as well as certain recommended practices that investment…more

Hedge Funds, Popular, Private Equity, Private Equity Funds, Securities and Exchange Commission (SEC)

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Delaware Supreme Court Validates Forfeiture-For-Competition Provision in Unanimous Reversal of Chancery Court

In a win for businesses that rely on restrictive covenants to protect their assets and investments, on January 29, 2024, the Delaware Supreme Court unanimously reversed a Chancery Court decision that invalidated a…more

Compensation, Compliance, DE Supreme Court, Disbursement Issues, Employment Policies

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Wealth Management Update - April 2025

The April 2025 Section 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and GRATs is 5.00%, which is 0.40% less than the March 2025 rate. The April applicable federal rate (“AFR”) for use with a sale…more

501(c)(3), Beneficiaries, Charitable Donations, Divorce, Estate Planning

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UK Tax Round Up - February 2025

Welcome to February’s edition of the UK Tax Round Up. This month has seen a number of interesting decisions covering the unallowable purpose test in relation to cross border group relief tax losses, the application of the…more

Anti-Avoidance, Canada, Capital Markets, Carried Interest, Corporate Taxes

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Fourth Circuit Approves Award of Estimated Delinquent Contributions

Multiemployer benefit plans generally require contributing employers to submit “remittance reports” that identify the employees that performed covered work, the type of work performed, and the amount of time worked. Plans rely…more

Collective Bargaining, Compliance, Employee Benefits, Employee Contributions, Employee Retirement Income Security Act (ERISA)

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2020 Annual Review and Outlook for Hedge Funds, Private Equity Funds and Other Private Funds

This yearly report provides a summary of some of the significant changes and developments that occurred in the past year in the hedge fund and private equity spaces, as well as certain recommended practices that investment…more

Hedge Funds, Popular, Private Equity, Private Equity Funds, Securities and Exchange Commission (SEC)

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DOJ and FTC Release New Merger Guidelines

The U.S. Department of Justice (DOJ) and the Federal Trade Commission (FTC) released the 2023 Merger Guidelines on December 18, 2023. Following a 60-day public comment period that solicited over 30,000 comments from a variety of…more

Antitrust Provisions, Biden Administration, Competition, Department of Justice (DOJ), Federal Trade Commission (FTC)

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Second Circuit Clarifies ADA Standard on Reasonable Accommodations

Employers in New York, Connecticut, and Vermont should take note of a recent Second Circuit decision holding that an employee may still be entitled to a reasonable accommodation under the Americans with Disabilities Act (“ADA”)…more

Americans with Disabilities Act (ADA), Corporate Counsel, Disability Discrimination, Educational Institutions, Employee Rights

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Wealth Management Update - April 2025

The April 2025 Section 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and GRATs is 5.00%, which is 0.40% less than the March 2025 rate. The April applicable federal rate (“AFR”) for use with a sale…more

501(c)(3), Beneficiaries, Charitable Donations, Divorce, Estate Planning

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CA Federal Court Dismisses Whistleblower Claims After Bench Trial

On July 26, 2021, the United States District Court for the Northern District of California held, after a bench trial, that Plaintiff Botta failed to prove that Defendant PricewaterhouseCoopers LLP (“PwC”) terminated his…more

Accounting Fraud, Employer Liability Issues, Hiring & Firing, Internal Controls, PricewaterhouseCoopers

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NLRB Issues “Fair Choice-Employee Voice” Final Rule

On July 26, 2024, the National Labor Relations Board (“NLRB” or “Board”) issued a final rule (the “2024 Rule”), codified at 29 C.F.R. 103.20–22, rescinding an earlier rule the Board issued in April 2020 (the “2020 Rule”) that…more

Collective Bargaining, Construction Industry, Decertification, Final Rules, NLRA

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FTC Continues to Stake Out Role as Key AI Regulator

While speaking at the annual conference of the National Advertising Division on September 19, 2023, the Federal Trade Commission (“FTC”) announced a generative AI (“AI”) policy that is consistent with Chairwoman Khan’s focus on…more

Artificial Intelligence, Civil Monetary Penalty, Corporate Counsel, Enforcement Actions, Federal Trade Commission (FTC)

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Top 10 Whistleblowing and Retaliation Events of 2024

Following our annual tradition — which started over a decade ago — we are analyzing the year's 10 most significant whistleblower and retaliation events. As you'll see, in 2024, actions taken by a range of courts and government…more

Anti-Money Laundering, Appointments Clause, Arbitration Agreements, Article III, Asbestos

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TALF Program Update: Master Loan and Security Agreement and Updated FAQs - November 2020

On October 22, 2020, the Federal Reserve Bank of New York (“New York Fed”) released an amended form of Master Loan and Security Agreement (the “MLSA”), which governs loans issued under its Term Asset-Backed Loan Facility…more

Asset-Backed Securities, CARES Act, Collateral, Master Loan and Security Agreement (MLSA), SBA

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Question of the Week: How are expiring patents fueling M&A in the life sciences industry?

Expiring patents can be a catalyst for M&A in the life sciences industry as pharmaceutical and biotechnology companies seek to maintain revenue streams and competitive advantages. In this edition of Beyond the Deal, our lawyers…more

Acquisitions, Artificial Intelligence, Biosimilars, Biotechnology, Competition

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UPDATE: The SEC Extends Temporary Conditional Relief for Investment Advisers, Registered Funds and BDCs in Connection with Coronavirus Outbreak

On Wednesday, March 25, 2020, the U.S. Securities and Exchange Commission (the "SEC") issued an order under the Investment Advisers Act of 1940, as amended (the "Advisers Act") and an order under the Investment Company Act of…more

Coronavirus/COVID-19, Investment Adviser, Investment Advisers Act of 1940, Securities and Exchange Commission (SEC)

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PBGC Issues Guidance on New Special Financial Assistance Program for Troubled Multiemployer Pension Plans

As we previously reported, the American Rescue Plan Act of 2021 (“ARPA”) created a special financial assistance program that is administered by the Pension Benefit Guaranty Corporation (“PBGC”) and intended to extend the…more

American Rescue Plan Act of 2021, Corporate Counsel, Employee Benefits, Employee Retirement Income Security Act (ERISA), Interim Final Rules (IFR)

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Court Rejects Claims that Website’s Live Chat Feature Violates California’s Prohibitions on Wiretapping and Eavesdropping

Central District of California dismisses lawsuit alleging that a third-party’s interception of communications over a website’s live chat feature violated California’s wiretapping and eavesdropping prohibitions. Important…more

California, CIPA, Eavesdropping, Privacy Laws, State Privacy Laws

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Ninth Circuit Holds Clause Delegating Authority to Decide Arbitrability Is Valid Even If Broader Arbitration Agreement Is Not

Parties to an arbitration agreement sometimes choose to include a delegation clause, which is a provision that delegates to the arbitrator—rather than a court—gateway questions of arbitrability, such as whether the agreement…more

Arbitration, Arbitration Agreements, Delegation Clauses, Enforcement, Mandatory Arbitration Clauses

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Wealth Management Update - April 2025

The April 2025 Section 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and GRATs is 5.00%, which is 0.40% less than the March 2025 rate. The April applicable federal rate (“AFR”) for use with a sale…more

501(c)(3), Beneficiaries, Charitable Donations, Divorce, Estate Planning

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Harris's Running Mate Announcement: Pay-to-Play Rule Implications for Investment Advisers

As reported today, Vice President Harris has announced Tim Walz, the sitting governor of Minnesota, as her running mate. This announcement is particularly significant for investment advisers due to the Advisers Act Political…more

Compensation, Investment Adviser, Kamala Harris, Pay-To-Play, Political Contributions

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Fourth Circuit Temporarily Allows DEI-Related EOs to Continue

As we previously reported, on March 3, 2025, the Maryland District Court denied Defendants’ motion to stay the preliminary injunction in National Association of Diversity Officers in Higher Education v. Trump, preventing the…more

Appeals, Constitutional Challenges, Diversity and Inclusion Standards (D&I), Enforcement Actions, Executive Orders

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Private Credit Restructuring: Strict Foreclosure Spotlight

Chapter 11 is expensive and not always the right tool, particularly for a restructuring of a company with a broken balance sheet, as compared to a business with a broken business model. We have seen a significant uptick in…more

Borrowers, Chapter 11, Corporate Restructuring, Creditors, Debt Restructuring

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Proskauer Hedge Start: Accepting Investments from Benefit Plan Investors Subject to ERISA - Insights

Special rules may apply to hedge funds that accept investments by “benefit plan investors” (Benefit Plan Investors) subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA), or Section 4975 of the…more

401k, Employee Retirement Income Security Act (ERISA), Investment Advisers Act of 1940, Investors

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2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

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Amid Rise in Forever Chemicals Cases, Courts Dismiss PFAS Claims Which Rely on Inadequate Product Testing

As chemicals of concern litigation continues to surge across the nation, companies increasingly find their products under scrutiny for alleged contamination of these “forever chemicals.” These “forever chemicals” have become a…more

Consumer Protection Laws, Contamination, Cosmetics, Environmental Protection Agency (EPA), Hazardous Substances

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Question of the Week: How are expiring patents fueling M&A in the life sciences industry?

Expiring patents can be a catalyst for M&A in the life sciences industry as pharmaceutical and biotechnology companies seek to maintain revenue streams and competitive advantages. In this edition of Beyond the Deal, our lawyers…more

Acquisitions, Artificial Intelligence, Biosimilars, Biotechnology, Competition

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NLRB GC Abruzzo Issues Guidance to Academic Institutions Addressing Conflicting Obligations under Labor and Student Privacy Laws

Earlier this week, the National Labor Relations Board General Counsel Jennifer Abruzzo issued Memorandum GC 24-06 seeking to clarify the obligations imposed by the National Labor Relations Act (NLRA) on academic institutions to…more

Collective Bargaining, Department of Education, Disclosure Requirements, Educational Institutions, FERPA

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2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

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Eight Enforcement Trends That Likely Will End Under a Trump SEC

The Voting Record and Public Statements of the Commissioners Provide a Roadmap - There has been much speculation on what SEC enforcement will look like under a new administration, especially now that President-elect Donald…more

Cryptocurrency, Cybersecurity, Data Breach, Enforcement, Pay-To-Play

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Second Circuit Finds Use of "Who's on First" Routine Not Transformative and Not Fair Use

Earlier this month, the U.S. Court of Appeals for the Second Circuit issued a consequential opinion on the meaning and scope of what has become the "transformative use" factor of the fair use defense to copyright infringement…more

Appeals, Copyright, Copyright Infringement, Copyright Litigation, Entertainment Industry

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The Seventh Circuit Asks, “What’s Wrong With Having Lots of Patents?”

The answer? Not much, in itself. If one patent is good, 132 is probably fine too. That was Judge Easterbrook’s reasoning in a recent decision addressing indirect purchasers’ antitrust challenge to AbbVie’s so-called “patent…more

Patents, Pharmaceutical Patents, Sherman Act

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Extension of FBAR Filing Deadline for Certain Filers

On December 9, 2020, the Financial Crimes Enforcement Network (“FinCEN”) issued Notice 2020-1, extending the filing deadline for the Report of Foreign Bank and Financial Accounts, FinCEN Form 114 (FBAR), for certain individuals…more

FBAR, Filing Deadlines, FinCEN, Foreign Bank Accounts, Foreign Financial Accounts

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Supreme Court Rules on Moore v. U.S. – Upholds Mandatory Repatriation Tax

On June 20, 2024, the U.S. Supreme Court ruled 7-2 that the so called mandatory repatriation tax under Internal Revenue Code Section 965 (“MRT”) is constitutional. Justice Kavanaugh wrote the majority opinion..…more

Income Taxes, Internal Revenue Code (IRC), Moore v US, SCOTUS, Shareholders

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How Governmental Carrots and Sticks Impact Private Investment in Defense Tech and the Security Ecosystem

In response to rising geopolitical tensions – from the Middle East to the Taiwan Strait to the ongoing conflict in Ukraine –the Biden Administration is increasingly using economic incentives and sanctions to assist the United…more

Asset Management, Department of Defense (DOD), Economic Sanctions, Foreign Policy, Investment

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Final Regulations Issued for Certain Partnership Related Party Basis Adjustment Transactions

On January 10, 2025, the Treasury Department and the U.S. Internal Revenue Service (the “IRS”) released final regulations (the “regulations”) classifying certain partnership related party basis adjustment transactions and…more

Compliance, Income Taxes, Internal Revenue Code (IRC), IRS, Liquidation

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Senators Crapo and Wyden Release Draft Bipartisan Taxpayer Rights Legislation

On January 30, 2025, Mike Crapo (R-ID), the Chairman of the Senate Finance Committee, and Senator Ron Wyden (D-OR), the Ranking Member of the Senate Finance Committee released a discussion draft of the “Taxpayer Assistance and…more

Appeals, Dispute Resolution, Internal Revenue Code (IRC), IRS, Jurisdiction

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Final Regulations Issued for Certain Partnership Related Party Basis Adjustment Transactions

On January 10, 2025, the Treasury Department and the U.S. Internal Revenue Service (the “IRS”) released final regulations (the “regulations”) classifying certain partnership related party basis adjustment transactions and…more

Compliance, Income Taxes, Internal Revenue Code (IRC), IRS, Liquidation

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It Is Time to Address the VA’s Enormous Backlog of Claims for Disability Benefits

Nearly half of the 20 million veterans in the United States use at least one government benefit or service offered by U.S. Department of Veterans Affairs (commonly known as the “VA”). Many of these veterans have developed mental…more

Administrative Backlogs, Appeals, Bar Associations, Coronavirus/COVID-19, Delays

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EEOC Finalizes Rule for the Pregnant Workers Fairness Act

On April 19, 2024, the EEOC published its final rule regarding the Pregnant Workers Fairness Act (“PWFA”). The PWFA requires covered employers to provide reasonable accommodations to qualified employees or candidates with a…more

Americans with Disabilities Act (ADA), Equal Employment Opportunity Commission (EEOC), Final Rules, Pregnancy, Pregnant Workers Fairness Act

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The End of Chevron

When an ambiguity exists in a statute for which Congress has not chosen among the reasonable readings, who decides which possible reading should govern? For nearly four decades, courts have followed the rule of Chevron U.S.A.,…more

Administrative Procedure Act, Chevron Deference, Chevron v NRDC, Clean Air Act, Government Agencies

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IRS Creates Standardized Form for Section 83(b) Elections

Earlier this month, the Internal Revenue Service (“IRS”) released Form 15620, which is an approved IRS form for making Internal Revenue Code (“Code”) Section 83(b) elections. By way of background, Code Section 83(b) provides…more

Fair Market Value, Internal Revenue Code (IRC), IRC Section 83(b), IRS, Tax Liability

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Pricing Considerations in the Aftermath of the California Wildfires

The devastating January 2025 wildfires in southern California prompted Governor Newsom to declare a state of emergency on January 7, 2025 for Los Angeles and Ventura counties. This triggered California laws around price gouging…more

California, Compliance, Consumer Protection Laws, Department of Justice (DOJ), Enforcement Actions

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Wealth Management Update - April 2025

The April 2025 Section 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and GRATs is 5.00%, which is 0.40% less than the March 2025 rate. The April applicable federal rate (“AFR”) for use with a sale…more

501(c)(3), Beneficiaries, Charitable Donations, Divorce, Estate Planning

See all updates »

2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

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2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

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Question of the Week: In 100 words or less, what are your expectations for M&A in 2023?

Based on what I have been seeing in the market, great opportunities exist for buyers and sellers in M&A despite indications of economic headwinds. Interest is still high for businesses with strong fundamentals, or those in…more

Acquisitions, Debt Market, Environmental Social & Governance (ESG), Interest Rates, Investment

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How Governmental Carrots and Sticks Impact Private Investment in Defense Tech and the Security Ecosystem

In response to rising geopolitical tensions – from the Middle East to the Taiwan Strait to the ongoing conflict in Ukraine –the Biden Administration is increasingly using economic incentives and sanctions to assist the United…more

Asset Management, Department of Defense (DOD), Economic Sanctions, Foreign Policy, Investment

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Celebrating Individualism and Authenticity with Phillip Lim

Proskauer’s Asian Lawyer Affinity Group and Ares teamed up for a dynamic Q&A with fashion luminary and activist Phillip Lim, delving into the interplay between identity and entrepreneurship. Moderated by Ares' COO Jana Markowicz…more

Activist, Brand, Diversity and Inclusion Standards (D&I)

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Why Mentoring Matters: Proskauer's Brianna Reed

In our “Why Mentoring Matters” series, Proskauer tax associate Brianna Reed shares how participating in the firm’s Women’s Sponsorship Program led her to meet and learn from a partner mentor in a different practice group. This…more

Career Development, Mentors, Professional Development, Professional Networking, Women in the Law

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UK Arbitration H1 2020: 6 Months and 6 Key Messages from the English Courts, Part 2

With an uptick in commercial wrangles expected as a result of measures taken to combat Covid-19, England is not alone in seeking to provide a welcoming jurisdiction to deal with such disputes. We identified 6 key developments…more

Arbitration, Arbitration Agreements, Arbitration Awards, Enforcement of Foreign Judgments, International Arbitration

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Private Credit Restructuring: Strict Foreclosure Spotlight

Chapter 11 is expensive and not always the right tool, particularly for a restructuring of a company with a broken balance sheet, as compared to a business with a broken business model. We have seen a significant uptick in…more

Borrowers, Chapter 11, Corporate Restructuring, Creditors, Debt Restructuring

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401(k) Plan Fiduciaries Breached ERISA’s Duty of Loyalty By Allowing ESG Interests To Influence Management Of The Plan

Last week, Judge Reed O’Connor of the U.S. District Court for the Northern District of Texas, issued the first-of-its-kind ruling on the merits pertaining to environmental, social, and corporate governance (“ESG”) investing in…more

401k, American Airlines, Breach of Duty, Corporate Governance, Department of Labor (DOL)

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Summary of Tax Proposals in Leaked Document Detailing Policy Proposals

On January 17, 2025, news sources reported that Republican members of Congress circulated a detailed list of legislative policy options, including tax proposals. This blog post summarizes some of the tax proposals and…more

Corporate Taxes, Estate Tax, Federal Taxes, Income Taxes, IRS

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Wealth Management Update - December 2021

Federal interest rates increased slightly for December of 2021 but remain fairly low historically. The December Section 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and GRATs is 1.6%, which is 0.2%…more

AFR, Embezzlement, Estate Planning, Gift Tax, Grantor Retained Annuity Trusts (GRATs)

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SCOTUS Will Determine Employers’ Burden of Proof to Establish FLSA Exemptions

On June 17, 2024, the U.S. Supreme Court announced that it will tackle a 6-1 circuit split and decide an important wage and hour issue for employers: what burden of proof an employer must satisfy to demonstrate that its workers…more

Burden of Proof, Exemptions, Fair Labor Standards Act (FLSA), Minimum Wage, Over-Time

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Tethered to the Court: Ninth Circuit Holds that 100-Mile Limitation Applies to Remote Testimony

Addressing an issue of first impression, and one that is becoming increasingly important as the legal industry has become more comfortable with and dependent on video conference technology in the aftermath of the pandemic, the…more

Federal Rules of Civil Procedure, Good Cause, Remote Proceedings, Testimony

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2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

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Front and Center: Latest SVO Grant Numbers (UPDATED)

The SBA stopped accepting new SVO Grant applications on August 20, 2021. The SBA is currently reviewing submitted SVO Grant applications and issuing awards. As of September 7, 2021, the SBA had made decisions on 93% of all…more

Coronavirus/COVID-19, Entertainment Industry, Entertainment Venues, Federal Grants, Infectious Diseases

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New Interim Rule Removes CTA Reporting Requirements for U.S. Companies and U.S. Persons

On March 21, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued an interim final rule to the U.S. Corporate Transparency Act (“CTA”) that eliminates beneficial ownership…more

Beneficial Owner, Compliance, Corporate Transparency Act, Filing Deadlines, Final Rules

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Q&A: What does 2024 have in store for European M&A?

There is a wealth of dry powder to spend but 2023 has seen M&A deal activity hampered by rising costs of debt, unstable markets, supply chain issues, general political uncertainty, and fear of global recession. So, what does…more

Acquisitions, Capital Investments, Coronavirus/COVID-19, Economic Downturn, Enforcement

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Wealth Management Update - December 2024

December 2024 Interest Rates for GRATs, Sales to Defective Grantor Trusts, Intra-Family Loans and Split-Interest Charitable Trusts - The December Section 7520 rate for use in estate planning techniques such as CRTs, CLTs,…more

Beneficiaries, Borrowers, Community Property, Death Benefits, Estate Tax

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Regulation Round Up - March 2025

Welcome to the Regulation Round Up, a regular bulletin highlighting the latest developments in UK and EU financial services regulation…more

Artificial Intelligence, Capital Markets, Economic Growth, Environmental Social & Governance (ESG), EU

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UK National Security and Investment Act 2021 (NSIA) – Annual Report 2022

The UK Government recently published its Annual Report on the application of the National Security and Investment Act 2021 (NSIA). This first annual report covers the period from the commencing of the NSIA (4 January 2022) to 31…more

Annual Reports, Corporate Sales Transactions, Foreign Acquisitions, Foreign Direct Investment, Foreign Investment

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SEC Brings Charges against Blockchain-Based Trading Platform over Alleged Violations of Disclosure Rules

On January 10, 2022, the Securities and Exchange Commission (“SEC” or the “Commission”) announced it settled charges in In re tZERO ATS, LLC, No. 93938 (SEC Order Jan. 10, 2022) (“Order”)…more

Alternative Trading System (ATS), Blockchain, Cease and Desist Orders, Cryptocurrency, Digital Currency

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Texas Federal Court Sets Aside FTC’s Non-Compete Rule, Halting It From Taking Effect on September 4, 2024

On August 20, 2024, in Ryan LLC v. Federal Trade Commission, No. 3:24-cv-00986-E (N.D. Tex.), the United States District Court for the Northern District of Texas granted summary judgment to the plaintiffs and ordered the Federal…more

Administrative Procedure Act, Federal Trade Commission (FTC), Final Rules, FTC Act, Lack of Authority

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Two Sides of a Different Coin: Separating Businesses and Subsidiaries for Liability Protection

A parent corporation is typically not held liable for the acts of a subsidiary. As such, disregarding the corporate form (i.e., by piercing the corporate veil) and holding the parent liable is an extraordinary remedy. That said,…more

Compensation, Liability, Misappropriation, Parent Corporation, Piercing the Corporate Veil

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The Sneak Peek: Secondaries Pulse Check

Pent up dry powder? Biggest emerging secondaries sectors? Leverage still a viable means to finance deals? Below is a “sneak peek” into what our Proskauer panelists have to say on these big topics. They, along with our lineup of…more

Acquisitions, Financing, Global Market, Interest Rates, Investors

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2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

See all updates »

Celebrating Individualism and Authenticity with Phillip Lim

Proskauer’s Asian Lawyer Affinity Group and Ares teamed up for a dynamic Q&A with fashion luminary and activist Phillip Lim, delving into the interplay between identity and entrepreneurship. Moderated by Ares' COO Jana Markowicz…more

Activist, Brand, Diversity and Inclusion Standards (D&I)

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The Evolving New Normal 2024 Private Credit Restructuring Year in Review

In many ways, 2024 continued existing trends in private credit: modest levels of M&A activity, competition among direct lenders to deploy capital, higher-for-longer interest rates, persistent inflation, elevated default rates,…more

Appeals, Bankruptcy Code, Bankruptcy Court, Chapter 11, Corporate Restructuring

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Trump Administration issues America First Investment Policy

Positive Development for Investors from Allied Nations - In a further solidification of the Administration’s efforts to isolate identified adversaries and strengthen U.S. leadership key strategic technologies, the…more

CFIUS, China, Executive Orders, Foreign Investment, Investment

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2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

See all updates »

New York Proposes First State Bitcoin Regulations

One might have thought the biggest news in the digital currency world lately was Dell announcing that it was now accepting bitcoin. However, after a series of highly-publicized hearings in January, New York State rolled out its…more

Bitcoin, Dell, Digital Assets, Licensing Rules, Proposed Regulation

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Employer Benefit Plan Assistance FAQs: California Wildfires

In the wake of the horrific wildfires in Los Angeles (which are ongoing as of today), employees based in the Los Angeles area may have questions about available support from employer-sponsored 401(k) plan accounts and other…more

401k, California, COBRA, Corporate Counsel, Department of Labor (DOL)

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Duty of Candor Continues Before the PTAB or Does it?     

In an unprecedented PTAB decision involving Spectrum Solutions LLC (“Spectrum”) (Petitioner) and Longhorn Vaccines & Diagnostics (“Longhorn”) (Patent Owner), the Board found all five challenged patents invalid and imposed…more

AIA Construction Forms, Claim Construction, Covenant of Good Faith and Fair Dealing, Duty of Candor, Inter Partes Review (IPR) Proceeding

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Executive Order Curbs China-Bound Tech Investment as Treasury Unveils New Rules

On August 9, 2023, President Biden signed Executive Order 14105 addressing investments by U.S. persons in certain identified national security technologies in “Countries of Concern,” initially naming The People’s Republic of…more

Advanced Notice of Proposed Rulemaking (ANPRM), Artificial Intelligence, China, Cybersecurity, Executive Orders

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FTC Focus: How Scrutiny Of PBMs And Insulin May Play Out

This article is part of a monthly column that considers the significance of recent Federal Trade Commission announcements about antitrust issues. In this installment, we discuss the FTC's complaint on PBMs' conduct around…more

Administrative Complaints, Anti-Competitive, Article II, Drug Pricing, Due Process

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New York Passes Law Recognizing Post-Mortem Right of Publicity and Creating Private Right of Action for Sexually Explicit Deepfakes

Celebrities domiciled in New York State at the time of their death will soon have a transferable post-mortem right of publicity, bringing the law in New York closer in line to several other states, like California, that…more

Advertising, Celebrities, Commercial Use, Deceased, Deep Fake

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Unionization in Higher Education on the Rise – and Proskauer is Actively in the Thick of It

A recent report from the National Center for the Study of Collective Bargaining in Higher Education and the Professions underscores the dramatic increase in unionization across higher education—particularly in the private…more

Collective Bargaining, Colleges, Department of Labor (DOL), Unions, Universities

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Tax Court Holds That Active Limited Partners of State Law Limited Partnerships May Subject to Self-Employment Tax

Section 1402(a)(13) of the Internal Revenue Code provides that the distributive share of “limited partners, as such” from a partnership is not subject to self-employment tax.[1] Managers of private equity and hedge funds are…more

Employment Tax, Income Taxes, IRS, Limited Partnerships, Partnerships

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Key Uniform Commercial Code Financing Statement (UCC-1) Requirements

The UCC‑1 form is a staple of any secured lending practice. In the wake of the 2022 proposed Uniform Commercial Code (UCC) amendments, which have been adopted in 24 jurisdictions, many jurisdictions have updated their UCC‑1…more

Commercial Bankruptcy, Filing Requirements, First Amendment, Fraud, Jurisdiction

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Supreme Court Establishes Lower Pleading Standard for Prohibited Transaction Claims

In a unanimous decision, the U.S. Supreme Court ruled in Cunningham v. Cornell University that plaintiffs can satisfy the requirements for pleading prohibited party-in interest transactions under ERISA section 406(a) without…more

Appeals, Article III, Cunningham v Cornell University, Employee Benefits, ERISA Litigation

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Insights on the NAV Lending Market

We conducted an informal, small-scale survey during March to May 2023 to gather insights from prominent non-bank lenders on their activity over the past twelve months in the net asset value (NAV) lending market. In this report,…more

Banks, Financial Institutions, Lending

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Department of Labor Announces Appointment of New OFCCP Director

On March 24, 2025, the Department of Labor announced the appointment of Catherine Eschbach as Director of OFCCP.  Direct Eschbach joins the agency after serving as an appellate lawyer in private practice. Director Eschbach…more

Affirmative Action, Department of Government Efficiency (DOGE), Department of Labor (DOL), Diversity and Inclusion Standards (D&I), Enforcement Actions

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U.S. Supreme Court Hears Oral Argument in Reverse Sex Discrimination Case

On February 26, 2025, the United States Supreme Court entertained oral argument in Ames v. Ohio Department of Youth Services, a case that centered on whether a plaintiff who is a member of a majority group must meet a higher…more

Appeals, Civil Rights Act, Employment Discrimination, Employment Litigation, Equal Employment Opportunity Commission (EEOC)

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Enforceability of Golden Directors with Bankruptcy Consent Right

The appointment of an independent director is a powerful tool for private credit lenders. The appointment is designed to introduce a voice of neutrality and fairness into the board’s decision-making process with the hope and…more

Bankruptcy Court, Board of Directors, Commercial Bankruptcy, Contract Terms, Corporate Governance

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Down to the Wire: Will We Have HSA with Pre-Deductible Telehealth in 2025?

The telehealth services safe harbor for high deductible health plans (“HDHPs”) will expire for plan years starting on or after January 1, 2025, absent Congress passing legislation extending or making the safe harbor permanent. …more

CARES Act, Excise Tax, HDHPs, Health and Welfare Plans, Health Plan Sponsors

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2020 Annual Review and Outlook for Hedge Funds, Private Equity Funds and Other Private Funds

This yearly report provides a summary of some of the significant changes and developments that occurred in the past year in the hedge fund and private equity spaces, as well as certain recommended practices that investment…more

Hedge Funds, Popular, Private Equity, Private Equity Funds, Securities and Exchange Commission (SEC)

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Question of the Week: What do companies need to know if the Federal Trade Commission's proposed merger review changes are implemented?

“Merger review is about to get thornier. While the FTC and DOJ have been tightening the merger review process incrementally over the course of the Biden administration, the newly proposed HSR rule changes represent a wholesale…more

Acquisitions, Department of Justice (DOJ), Disclosure Requirements, Federal Trade Commission (FTC), Hart-Scott-Rodino Act

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Three Point Shot - March 2025

Paddle Manufacturer in a Pickle: First Game to Plaintiffs in Consumer Protection Suit over Allegedly Mislabeled Pickleball Paddles - Sport Squad, Inc. (“Sport Squad”), a pickleball paddle manufacturer, has found itself in a…more

Arbitration, Class Action, Consumer Litigation, Consumer Protection Laws, FDUTPA

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Wealth Management Update - April 2025

The April 2025 Section 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and GRATs is 5.00%, which is 0.40% less than the March 2025 rate. The April applicable federal rate (“AFR”) for use with a sale…more

501(c)(3), Beneficiaries, Charitable Donations, Divorce, Estate Planning

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Understanding the Increasing Use of Holdco NAV Loan Structures

While the market for NAV financings—loans to funds supported by the net asset value of their portfolios—grew in 2023 and continues to rapidly evolve, a consensus has developed around what is sometimes referred to as a “Holdco…more

Borrowers, Collateral, Financial Services Industry, Financing, Investors

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BREAKING:  Texas District Court Strikes Down NLRA Joint Employer Rule

On March 8, just three days before the National Labor Relations Board’s (the “Board”) new joint-employer standard was set to take effect, Judge J. Campbell Barker of the U.S. District Court for the Eastern District of Texas…more

Appeals, Chamber of Commerce, Contract Terms, Joint Employers, NLRA

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States and Healthcare Leaders Must Respond to New Health Equity Regulations

This year, the federal government’s new health equity regulations began taking effect. The regulations represent the government’s increased commitment to health equity advancement as a major part of its regulatory enforcement..…more

Centers for Medicare & Medicaid Services (CMS), Equity, Fee-for-Service, Healthcare, Inpatient Quality Reporting

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Legal Separateness: The Boundaries on Written Discovery

The concept of corporate legal separateness has long been a fortress protecting affiliated business entities such as parents, subsidiaries, and sister companies from various kinds of liability and litigation. However, how much…more

Affiliated-Business Arrangements, Business Ownership, Commonality, Data Collection, Data Preservation

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The DOJ’s Final Rule on Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons

On December 27, 2024, the Department of Justice (the “DOJ”) issued its final rule (the “Rule”) carrying out Executive Order 14117 “Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related…more

China, Covered Person, Data Privacy, Department of Justice (DOJ), Executive Orders

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Without Equitable Monetary Relief, No Need for Asset Freeze or Receivership to Preserve Resources, and More Takeaways from the Eleventh Circuit

The Eleventh Circuit’s opinion last month in FTC v. On Point Capital Partners LLC, et al.,clarifies the ramifications of the Supreme Court’s ruling in AMG Capital Management regarding the prohibition of equitable monetary relief…more

AMG Capital Management LLC v FTC, Asset Freeze, Commercial Litigation, Disgorgement, Enforcement Authority

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Summary of the Biden Administration’s Fiscal Year 2025 Green Book Tax Proposals

On March 11, 2024, the Biden Administration released the Fiscal Year 2025 Budget, and the “General Explanations of the Administration’s Fiscal Year 2025 Revenue Proposals,” which is commonly referred to as the “Green Book.” The…more

Base Erosion and Anti-Abuse Tax (BEAT), Controlled Foreign Corporations, Corporate Taxes, Digital Assets, Excise Tax

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Enforceability of Golden Directors with Bankruptcy Consent Right

The appointment of an independent director is a powerful tool for private credit lenders. The appointment is designed to introduce a voice of neutrality and fairness into the board’s decision-making process with the hope and…more

Bankruptcy Court, Board of Directors, Commercial Bankruptcy, Contract Terms, Corporate Governance

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Court Gives Vanilla Ice Cream False Advertising Claims a Frosty Reception

Judge Louis L. Stanton of the Southern District of New York recently granted defendant Wegmans Food Markets’motion to dismiss claims alleging that Wegmans falsely labels its vanilla ice cream. Plaintiffs sued Wegmans for false…more

Class Action, De Minimis Claims, False Advertising, Food Manufacturers, Motion to Dismiss

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It’s That Time Of Year Again – California Pay Data Reporting Is Due May 14, 2025!

As California private employers of 100 or more employees and/or 100 or more workers hired through labor contractors may know, it is time to annually report pay, demographic, and other workforce data to the Civil Rights…more

California, Civil Rights Act, Compliance, Data Reporting, Diversity and Inclusion Standards (D&I)

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Michael Schloss: New OFCCP Acting Director and Deputy Director of Policy

According to the National Office Directory for OFCCP, Michael Schloss has been named as the new Acting Director and Deputy Director of Policy of the Office of Federal Contract Compliance Programs (“OFCCP”). Michele Hodge, who…more

Affirmative Action, Compliance, Department of Labor (DOL), EBSA, Employee Benefits

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Second Circuit Clarifies ADA Standard on Reasonable Accommodations

Employers in New York, Connecticut, and Vermont should take note of a recent Second Circuit decision holding that an employee may still be entitled to a reasonable accommodation under the Americans with Disabilities Act (“ADA”)…more

Americans with Disabilities Act (ADA), Corporate Counsel, Disability Discrimination, Educational Institutions, Employee Rights

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The Evolving New Normal 2024 Private Credit Restructuring Year in Review

In many ways, 2024 continued existing trends in private credit: modest levels of M&A activity, competition among direct lenders to deploy capital, higher-for-longer interest rates, persistent inflation, elevated default rates,…more

Appeals, Bankruptcy Code, Bankruptcy Court, Chapter 11, Corporate Restructuring

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Proposed Regulations Provide Guidance to Exempt Organizations on Identifying Separate Unrelated Trade or Businesses

On April 23, the Treasury Department and the Internal Revenue Service (the "IRS") issued helpful proposed regulations under section 512(a)(6) of the Internal Revenue Code (the "proposed regulations"). Section 512(a)(6) was…more

Business Taxes, CARES Act, IRS, NAICS, Partnerships

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HHS Scraps Richardson Waiver, Clearing Way for Faster Rulemaking

On March 3, 2025, the United States Department of Health and Human Services (“HHS”) issued a policy statement rescinding the Richardson Waiver, a policy in place since 1971 that required notice-and-comment rulemaking for…more

Administrative Procedure Act, Centers for Medicare & Medicaid Services (CMS), Department of Health and Human Services (HHS), Final Rules, Medicaid

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How Governmental Carrots and Sticks Impact Private Investment in Defense Tech and the Security Ecosystem

In response to rising geopolitical tensions – from the Middle East to the Taiwan Strait to the ongoing conflict in Ukraine –the Biden Administration is increasingly using economic incentives and sanctions to assist the United…more

Asset Management, Department of Defense (DOD), Economic Sanctions, Foreign Policy, Investment

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Recent FCA and AKS Litigation Highlights Use of Different Standards in Different Circuits

In an important decision limiting the reach of the Federal Anti-Kickback Statute (42 U.S.C. 1320a-7b(b)) (“AKS”) and its application to violations of the False Claims Act (31 U.S.C. 3729, et seq.) (“FCA”), the U.S. Court of…more

Anti-Kickback Statute, Appeals, But For Causation, Causation, Department of Health and Human Services (HHS)

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The End of Chevron

When an ambiguity exists in a statute for which Congress has not chosen among the reasonable readings, who decides which possible reading should govern? For nearly four decades, courts have followed the rule of Chevron U.S.A.,…more

Administrative Procedure Act, Chevron Deference, Chevron v NRDC, Clean Air Act, Government Agencies

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U.S. Supreme Court Temporarily Stays NLRB Board Member Reinstatement; Board to Again Without a Quorum

On April 9, 2025, the Supreme Court of the United States issued a brief order, staying the District Court’s order reinstating former National Labor Relations Board (“NLRB” or “Board”) Member Gwynne A. Wilcox. The Board is now…more

Administrative Procedure Act, Appeals, Constitutional Challenges, Employment Litigation, Hiring & Firing

See all updates »

Three Point Shot - March 2025

Paddle Manufacturer in a Pickle: First Game to Plaintiffs in Consumer Protection Suit over Allegedly Mislabeled Pickleball Paddles - Sport Squad, Inc. (“Sport Squad”), a pickleball paddle manufacturer, has found itself in a…more

Arbitration, Class Action, Consumer Litigation, Consumer Protection Laws, FDUTPA

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An Archetypical Trade Secrets Claim with a Twist: Tribal Sovereign May be Sued in Court for Alleged Theft of Trade Secrets Related To its Participation in SBA Program

AQuate II, LLC v. Jessica Tedrick Myers and Kituwah Global Gov’t Group, LLC, is, as all parties put it, about “an archetypical trade secrets claim,” but with a couple of twists: sovereign immunity and an agreement to resolve…more

Business Development, SBA, Sovereign Immunity, Trade Secrets, Tribal Courts

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Thomson Reuters v. Ross Intelligence: D. Del. SJ Decision Provides Insight as Copyright Litigation Tests the Legality of Generative AI

Generative AI has taken the world by storm since OpenAI launched ChatGPT in November 2022. But the buzz and excitement of GAI has come with difficult legal questions that threaten the new technology. Several lawsuits—some of…more

Artificial Intelligence, Bots, Copyright, Copyright Infringement, Copyright Litigation

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Tax Court Holds That Active Limited Partners of State Law Limited Partnerships May Subject to Self-Employment Tax

Section 1402(a)(13) of the Internal Revenue Code provides that the distributive share of “limited partners, as such” from a partnership is not subject to self-employment tax.[1] Managers of private equity and hedge funds are…more

Employment Tax, Income Taxes, IRS, Limited Partnerships, Partnerships

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Nothing Fishy About Whole Foods’ Fish Oil Supplement Product Label

In line with prior precedent, the Second Circuit recently affirmed that the product label for Whole Foods’ fish oil softgel product did not deceptively misstate the quantity of Omega-3s it contained.  Foster v. Whole Foods…more

Dismissals, Product Labels, Whole Foods

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Wyoming Bans Most Non-Compete Agreements

Wyoming just banned most non-compete agreements (Wyo. Stat. § 1-23-108): starting July 1, 2025, most agreements that restrict workers from working in competitive jobs will be void, absent some exceptions for: High-Level…more

Contract Terms, Employee Rights, Employee Training, Employees, Employment Contract

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The “Golden Share”: All That Glitters Is Not Gold

A recent, highly anticipated ruling by a Bankruptcy Court in Delaware has reilluminated the concept of a "golden share". While an appeal of the ruling seems likely, this latest ruling by Delaware Bankruptcy Judge Mary F. Walrath…more

Bankruptcy Court, Chapter 11, Corporate Charters, Creditors, Debtors-in-Possession

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Minneapolis Approves Paid Sick Leave Law

The Minneapolis city council has approved an ordinance requiring employers with six or more employees to provide up to 48 hours of paid sick leave each year. Employers with five or fewer employees will be required to provide up…more

City Councils, Employee Rights, Local Ordinance, New Legislation, Notice Requirements

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Q&A: What does 2024 have in store for European M&A?

There is a wealth of dry powder to spend but 2023 has seen M&A deal activity hampered by rising costs of debt, unstable markets, supply chain issues, general political uncertainty, and fear of global recession. So, what does…more

Acquisitions, Capital Investments, Coronavirus/COVID-19, Economic Downturn, Enforcement

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D&O Policy Coverage: Specificity Matters in Bankruptcy Context

A recent decision by the United States Bankruptcy Court for the Southern District of Texas in In re Walker County Hospital Corporation serves as an important reminder to clients that are purchasing or renewing directors and…more

Bankruptcy Court, Chapter 11, Commercial Bankruptcy, D&O Insurance, Indemnification

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The “Board Flip”: How Effective is the Pre-Petition Exercise of Proxy Rights in the Face of Bankruptcy?

When debt restructuring discussions are at an impasse and the reservoir of goodwill between the parties has run dry, stakeholders face difficult choices. For a lender, one of the most powerful tools available is the exercise of…more

Automatic Stay, Bankruptcy Code, Bankruptcy Court, Borrowers, Debt Restructuring

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It’s That Time Of Year Again – California Pay Data Reporting Is Due May 14, 2025!

As California private employers of 100 or more employees and/or 100 or more workers hired through labor contractors may know, it is time to annually report pay, demographic, and other workforce data to the Civil Rights…more

California, Civil Rights Act, Compliance, Data Reporting, Diversity and Inclusion Standards (D&I)

See all updates »

Wealth Management Update - November 2023

November Interest Rates for GRATS, Sales to Defective Grantor Trusts, Intra-Family Loans and Split-Interest Charitable Trusts - The November Section 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs…more

AFR, Beneficiaries, Gift Tax, Grantor Retained Annuity Trusts (GRATs), Intentionally Defective Grantor Trusts

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IRS Creates Standardized Form for Section 83(b) Elections

Earlier this month, the Internal Revenue Service (“IRS”) released Form 15620, which is an approved IRS form for making Internal Revenue Code (“Code”) Section 83(b) elections. By way of background, Code Section 83(b) provides…more

Fair Market Value, Internal Revenue Code (IRC), IRC Section 83(b), IRS, Tax Liability

See all updates »

Three Point Shot - March 2025

Paddle Manufacturer in a Pickle: First Game to Plaintiffs in Consumer Protection Suit over Allegedly Mislabeled Pickleball Paddles - Sport Squad, Inc. (“Sport Squad”), a pickleball paddle manufacturer, has found itself in a…more

Arbitration, Class Action, Consumer Litigation, Consumer Protection Laws, FDUTPA

See all updates »

Wealth Management Update - April 2025

The April 2025 Section 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and GRATs is 5.00%, which is 0.40% less than the March 2025 rate. The April applicable federal rate (“AFR”) for use with a sale…more

501(c)(3), Beneficiaries, Charitable Donations, Divorce, Estate Planning

See all updates »

Coronavirus: Details Matter

As the Coronavirus (COVID-19) continues to disrupt markets and industries globally, businesses face significant internal and external challenges with how to identify and plan for issues caused by the outbreak. In response,…more

Business Interruption, Centers for Disease Control and Prevention (CDC), Contract Negotiations, Contract Terms, Coronavirus/COVID-19

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You Can’t Spell “Aggrieved Employees” Without an “I”: PAGA Claims Cannot be Headless

In yet another attempt to avoid arbitration agreements, plaintiffs’ lawyers in the wake of the blockbuster court decisions in Viking River Cruises, Inc. v. Moriana and Adolph v. Uber Technologies, Inc. began filing so-called…more

Appeals, Arbitration Agreements, California, Civil Monetary Penalty, Class Action

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U.S. Supreme Court Temporarily Stays NLRB Board Member Reinstatement; Board to Again Without a Quorum

On April 9, 2025, the Supreme Court of the United States issued a brief order, staying the District Court’s order reinstating former National Labor Relations Board (“NLRB” or “Board”) Member Gwynne A. Wilcox. The Board is now…more

Administrative Procedure Act, Appeals, Constitutional Challenges, Employment Litigation, Hiring & Firing

See all updates »

Three Point Shot - March 2025

Paddle Manufacturer in a Pickle: First Game to Plaintiffs in Consumer Protection Suit over Allegedly Mislabeled Pickleball Paddles - Sport Squad, Inc. (“Sport Squad”), a pickleball paddle manufacturer, has found itself in a…more

Arbitration, Class Action, Consumer Litigation, Consumer Protection Laws, FDUTPA

See all updates »

Supreme Court Clarifies Specific Jurisdiction and Ends Forum Shopping Spree

The Supreme Court has put an end to a jurisdictional contrivance used by the plaintiffs’ bar to shop for a friendly state forum, even if neither the plaintiff, nor the defendant, nor the actionable conduct took place in those…more

Bristol-Myers Squibb Co v Superior Court of California - San Francisco County, CA Supreme Court, Forum Shopping, Minimum Contacts, Out-of-State Companies

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Q&A: Trends in European Venture Capital Fundraising

Over the last decade, there has been a remarkable growth in European venture capital fundraising, underlining investors’ increasing appetite for innovation and entrepreneurial investments in Europe. While we are witnessing a…more

Asset Management, Capital Raising, EU, Investment Management, Private Equity

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Second Circuit Clarifies ADA Standard on Reasonable Accommodations

Employers in New York, Connecticut, and Vermont should take note of a recent Second Circuit decision holding that an employee may still be entitled to a reasonable accommodation under the Americans with Disabilities Act (“ADA”)…more

Americans with Disabilities Act (ADA), Corporate Counsel, Disability Discrimination, Educational Institutions, Employee Rights

See all updates »

Question of the Week: In 100 words or less, what are your expectations for M&A in 2023?

Based on what I have been seeing in the market, great opportunities exist for buyers and sellers in M&A despite indications of economic headwinds. Interest is still high for businesses with strong fundamentals, or those in…more

Acquisitions, Debt Market, Environmental Social & Governance (ESG), Interest Rates, Investment

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No Money? No Problem: Recent IRS Favorable Guidance Regarding a REIT’s First Year

On October 4, 2024, the Internal Revenue Service (the “IRS”) released Private Letter Ruling 202440007, which concluded that the lack of income and assets in the first taxable year of an entity that had elected to be treated as a…more

Asset Test, Guidance Update, Income Taxes, Income Test, IRS

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Wealth Management Update - April 2025

The April 2025 Section 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and GRATs is 5.00%, which is 0.40% less than the March 2025 rate. The April applicable federal rate (“AFR”) for use with a sale…more

501(c)(3), Beneficiaries, Charitable Donations, Divorce, Estate Planning

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Wealth Management Update - January 2025

The January 2025 Section 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and GRATs is 5.2%, an increase from the December 2024 rate of 5.0%. The January applicable federal rate (“AFR”) for use with a…more

ACOs, Appeals, Cell Phones, Charitable Donations, Compliance

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Proskauer on Privacy: 2024 Reflections & 2025 Predictions

2024 marked another significant year for privacy law, with new state legislation and high-stakes litigation reshaping the landscape. Legal battles over tracking technologies, biometric data, and children’s privacy intensified,…more

Biometric Information, COPPA, Data Breach, Data Privacy, Data Security

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2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

See all updates »

2020 Annual Review and Outlook for Hedge Funds, Private Equity Funds and Other Private Funds

This yearly report provides a summary of some of the significant changes and developments that occurred in the past year in the hedge fund and private equity spaces, as well as certain recommended practices that investment…more

Hedge Funds, Popular, Private Equity, Private Equity Funds, Securities and Exchange Commission (SEC)

See all updates »

Quant Firm Applies to Issue ETF Share Classes in Mutual Funds

Dimensional Fund Advisors LP ("Dimensional"), a quantitative investment firm, recently filed an application for exemptive relief ("Application") with the Securities and Exchange Commission ("SEC"), seeking permission to offer…more

Board of Directors, Conflicts of Interest, ETFs, Exemptive Relief, Investment Adviser

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Question of the Week: As the impact of return-to-office policies take shape and climbing interest rates increase capitalization rates, how are real estate deals being affected?

Yes, interest rates have skyrocketed when you look at the last 10 years, but the reality is also that folks were able to be quite successful in the ‘90s, with interest rates hovering around 7%. The better questions will all…more

Capitalization, Coronavirus/COVID-19, Interest Rates, Investors, Real Estate Market

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Volcker Rule Amendments: Implications for Asset Managers

On June 25, 2020, the Federal Reserve Board, the OCC, the FDIC, the SEC and the CFTC (collectively, the "Agencies") adopted amendments (the "Amendments") to the regulations implementing section 13 of the Bank Holding Company…more

Asset Management, Bank Holding Company Act, Banking Sector, CFTC, Covered Funds

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The DOJ’s Final Rule on Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons

On December 27, 2024, the Department of Justice (the “DOJ”) issued its final rule (the “Rule”) carrying out Executive Order 14117 “Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related…more

China, Covered Person, Data Privacy, Department of Justice (DOJ), Executive Orders

See all updates »

IRS Creates Standardized Form for Section 83(b) Elections

Earlier this month, the Internal Revenue Service (“IRS”) released Form 15620, which is an approved IRS form for making Internal Revenue Code (“Code”) Section 83(b) elections. By way of background, Code Section 83(b) provides…more

Fair Market Value, Internal Revenue Code (IRC), IRC Section 83(b), IRS, Tax Liability

See all updates »

Final Regulations Issued for Certain Partnership Related Party Basis Adjustment Transactions

On January 10, 2025, the Treasury Department and the U.S. Internal Revenue Service (the “IRS”) released final regulations (the “regulations”) classifying certain partnership related party basis adjustment transactions and…more

Compliance, Income Taxes, Internal Revenue Code (IRC), IRS, Liquidation

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CSRD’s ESRS Draft Work Plan Faces Rejection At Latest EFRAG Meeting

On 15 April 2025, the sustainability reporting board (“SRB”) of the European Financial Reporting Advisory Group (“EFRAG”) failed to agree to an internal timeline for delivering advice to the European Commission on the…more

Corporate Social Responsibility, Corporate Sustainability Reporting Directive (CSRD), EU, European Commission, Regulatory Reform

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Private Credit Explained: Plug The Gap - Minimizing Value Leakage -

When negotiating credit agreements, lenders will focus on how to maximize the prospect of their loan being repaid in full at maturity..…more

Borrowers, Cash Value, Compliance, Credit, Credit Agreements

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Three Point Shot - March 2025

Paddle Manufacturer in a Pickle: First Game to Plaintiffs in Consumer Protection Suit over Allegedly Mislabeled Pickleball Paddles - Sport Squad, Inc. (“Sport Squad”), a pickleball paddle manufacturer, has found itself in a…more

Arbitration, Class Action, Consumer Litigation, Consumer Protection Laws, FDUTPA

See all updates »

The Evolving New Normal 2024 Private Credit Restructuring Year in Review

In many ways, 2024 continued existing trends in private credit: modest levels of M&A activity, competition among direct lenders to deploy capital, higher-for-longer interest rates, persistent inflation, elevated default rates,…more

Appeals, Bankruptcy Code, Bankruptcy Court, Chapter 11, Corporate Restructuring

See all updates »

SEC Answers Questions on New Tailored Shareholder Report Requirements

The staff of the Division of Investment Management (the “Staff”) has issued a FAQ pertaining to the rule and form amendments adopted by the Securities and Exchange Commission (the “SEC”) in October 2022, which require open-end…more

Compliance, Corporate Governance, Disclosure Requirements, ETFs, Exchange-Traded Products

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Post‑Chevron Spotlight: Federal Court Nixes FDA Rule Reclassifying Laboratory Services as Medical Devices

In another rebuke to federal regulatory overreach, the U.S. District Court for the Eastern District of Texas (“District Court”) has vacated the Food and Drug Administration’s (“FDA”) 2024 final rule that sought to bring…more

Administrative Procedure Act, Centers for Medicare & Medicaid Services (CMS), Chevron Deference, Clinical Laboratories, Food and Drug Administration (FDA)

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Arbitrator Should Decide Whether NY Or CA Law Should Apply

A California court has ruled that an arbitrator (not a judge) should decide on the applicability of California Labor Code Section 925 to a dispute between a law firm partner and his former law firm. Zhang v. Superior Court, 2022…more

Arbitration Agreements, Arbitrators, California, Labor Code, New York

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Confirmation Hearing for SEC Chair Nominee Atkins — Takeaways for Fund Managers

The Senate Banking Committee convened on Thursday to consider the nomination of Paul Atkins, President Trump’s nominee for Chair of the Securities and Exchange Commission, along with the nominees for the Comptroller of the…more

Cryptocurrency, Digital Assets, Disclosure Requirements, Fund Managers, Investment Management

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SEC Multi-Class Exemptive Relief for Privately Offered BDCs and Closed-End Funds

On March 12, 2025, the Securities and Exchange Commission (“SEC”) issued a notice on Ares Core Infrastructure Fund’s (“Ares”) application for multi-class exemptive relief (the “Private Placement Multi-Class Relief”). The Private…more

Business Development Companies, Investment, Investment Companies, Investment Funds, Private Funds

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CSRD’s ESRS Draft Work Plan Faces Rejection At Latest EFRAG Meeting

On 15 April 2025, the sustainability reporting board (“SRB”) of the European Financial Reporting Advisory Group (“EFRAG”) failed to agree to an internal timeline for delivering advice to the European Commission on the…more

Corporate Social Responsibility, Corporate Sustainability Reporting Directive (CSRD), EU, European Commission, Regulatory Reform

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DOH Issues Guidance on New York’s Material Health Care Transaction Law

Nearly two years ago, and as previously discussed in a Proskauer alert, New York enacted Public Health Law Article 45-A (the “Material Transactions Law”), which requires reporting of certain material health care transactions…more

Acquisitions, Health Insurance, Healthcare, Healthcare Facilities, Hospitals

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2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

See all updates »

11th Circuit Rejects Litigant’s “Creative Effort” To Escape Forum Selection Clause Requiring Federal Forum

Common practice dictates that plaintiffs often prefer to be in state court – and will sometimes go to great lengths to avoid federal court jurisdiction. That was the case in Deroy v. Carnival Corporation, a recent Eleventh…more

Carnival Cruise Lines, Contract Terms, Forum, Forum Selection, Forum Shopping

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Congress Passes American Rescue Plan: What Employers Need to Know

On March 10, 2021, Congress passed the American Rescue Plan Act of 2021 (“Rescue Plan”), a $1.9 trillion COVID-19 relief package intended to provide continued economic relief to individuals, businesses, and state and local…more

American Rescue Plan Act of 2021, Biden Administration, CARES Act, Coronavirus/COVID-19, Covered Employer

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Question of the Week: What region-specific considerations should dealmakers be aware of as they do business in Latin America?

Successful business in Latin America requires intimate knowledge of multiple jurisdictions and a deep comprehension of the cultures throughout the area. Each nation has its own legal pitfalls and social and traditional dos and…more

Disclosure Requirements, Environmental Social & Governance (ESG), Jurisdiction, Latin America, Private Funds

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DOL Issues Framework to Guide Employers Using AI Recruiting and Hiring Tools

On September 24, 2024, the United States Department of Labor (“DOL”) announced the publication of an AI & Inclusive Hiring Framework (the “Framework”).  As discussed below, the Framework sets forth ten “Focus Areas” for…more

Artificial Intelligence, Automated Decision Systems (ADS), Department of Labor (DOL), Hiring & Firing, Job Applicants

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French DPA Issues Guidance Surrounding Practice of Web Scraping

On April 30, 2020, the French data protection authority, the CNIL, published a guidance surrounding considerations behind what it calls “commercial prospecting,” meaning scraping publicly available website data to obtain…more

Data Collection, Data Privacy, Data Protection Authority, Direct Marketing, General Data Protection Regulation (GDPR)

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Final Regulations Issued on Allocation of Partnership Liabilities Under Section 752

On December 2, 2024, the U.S. Department of the Treasury (“Treasury”) and the Internal Revenue Service (the “IRS”) published final regulations (the “Final Regulations”) on section 752 regarding the allocation of partnership…more

Compliance, Final Rules, Income Taxes, Internal Revenue Code (IRC), Partnerships

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Q&A: Trends in European Venture Capital Fundraising

Over the last decade, there has been a remarkable growth in European venture capital fundraising, underlining investors’ increasing appetite for innovation and entrepreneurial investments in Europe. While we are witnessing a…more

Asset Management, Capital Raising, EU, Investment Management, Private Equity

See all updates »

Tennessee District Court: Dodd-Frank is Not a General Anti-Retaliation Law

The United States District Court for the Western District of Tennessee recently emphasized the limited scope of what constitutes protected activity under the Dodd-Frank Act’s (the Act) whistleblower protection provision, noting…more

Anti-Retaliation Provisions, Dodd-Frank, Internal Reporting, Motion to Dismiss, Retaliation

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DOL Updates Guidance on Pension and Health & Welfare Plan Cybersecurity Best Practices

In 2021, the U.S. Department of Labor (DOL) issued 3 documents outlining guidance on cybersecurity practices for benefits plans, which we discussed in a blog post at the time. The DOL recently issued revised versions of the…more

Benefit Plan Sponsors, Best Practices, Corporate Counsel, Cybersecurity, Department of Labor (DOL)

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Eight Enforcement Trends That Likely Will End Under a Trump SEC

The Voting Record and Public Statements of the Commissioners Provide a Roadmap - There has been much speculation on what SEC enforcement will look like under a new administration, especially now that President-elect Donald…more

Cryptocurrency, Cybersecurity, Data Breach, Enforcement, Pay-To-Play

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California Takes Steps to Regulate the Use of AI for Significant Employment Decisions

On November 8, 2024, the California Privacy Protection Agency (CPPA) voted 4-1 to proceed with formal rulemaking regarding automated decision-making technology (“ADMT”), which the draft regulations define as “any technology that…more

Artificial Intelligence, Audits, Automated Decision Systems (ADS), Bias, California

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UK government consults on taxation of carried interest

The newly elected UK Labour government published its call for evidence (see link here) on the taxation of carried interest on Monday 29 July 2024. This consultation by HM Treasury, cautiously anticipated following statements…more

Tax Reform, Taxation, UK

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FTC Focus: What Access To Patent Settlements Would Mean

The Federal Trade Commission has pursued aggressive and creative expansion of its antitrust enforcement efforts under the Biden administration, and the pharmaceutical industry is no exception. Indeed, in a recent interview, FTC…more

Antitrust Provisions, Enforcement, Federal Rules of Civil Procedure, Federal Trade Commission (FTC), FOIA

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Key UK Real Estate Concerns: Alarm bells sound clear warning to landlords over consequences of tenant planning breaches

This article explores a recent decision impacting landlords with property in the UK. In the case, the Proceeds of Crime Act 2002 (“POCA”) was utilised to confiscate rent monies collected from a tenant which had failed to comply…more

Breach of Contract, Compliance, Enforcement, Landlords, Proceeds of Crime Act 2002 (POCA)

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Employers To Face More Concurrent EEOC and Tort Suits after Second Circuit Decision

Last week the U.S. Court of Appeals for the Second Circuit held that filing a charge of discrimination with the U.S. Equal Employment Opportunity Commission (EEOC) does not toll the statute of limitations for state-law tort…more

Discrimination, Equal Employment Opportunity Commission (EEOC), Sex Discrimination, Statute of Limitations

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Eleventh Circuit Revives Trade Secret Misappropriation Claim in Long-Running Litigation

On April 4, 2025, the Eleventh Circuit reversed the U.S. District Court for the Northern District of Alabama’s ruling dismissing Alabama Aircraft Industries’ (“AAI”) trade secret misappropriation claim against Boeing, thereby…more

Appeals, Boeing, Breach of Contract, Contract Disputes, Corporate Counsel

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Not So Fast:  D.C. Circuit Resists Invitation to Reject NLRB Deference

On July 5, 2024, in Hospital de la Concepcion v. NLRB, the D.C. Circuit was the first federal appeals court to weigh in on deference afforded to the National Labor Relations Board (“NLRB”) in the wake of the landmark U.S…more

Administrative Law Judge (ALJ), Administrative Procedure Act, Chevron Deference, Corporate Counsel, Loper Bright Enterprises v Raimondo

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EU's AI Act: Ten Facts for Organisations in the UK and US

The EU’s AI Act (the “Act”) is the world’s first comprehensive AI law. The Act manages risks posed by certain AI systems and prohibits certain AI-related practices. UK and US organisations should not assume that the Act does not…more

Artificial Intelligence, Automated Decision Systems (ADS), Automated Systems, Biometric Information, Critical Infrastructure Sectors

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Final Regulations Issued on Allocation of Partnership Liabilities Under Section 752

On December 2, 2024, the U.S. Department of the Treasury (“Treasury”) and the Internal Revenue Service (the “IRS”) published final regulations (the “Final Regulations”) on section 752 regarding the allocation of partnership…more

Compliance, Final Rules, Income Taxes, Internal Revenue Code (IRC), Partnerships

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SEC Eases Verification Burdens in Rule 506(c) Offerings

The SEC’s Division of Corporation Finance recently issued an interpretive letter providing additional insight as to what constitutes “reasonable steps” to verify an investor’s accredited investor status under Rule 506(c) of…more

Accredited Investors, Due Diligence, Investment Funds, Private Equity, Private Investment Funds

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2020 Annual Review and Outlook for Hedge Funds, Private Equity Funds and Other Private Funds

This yearly report provides a summary of some of the significant changes and developments that occurred in the past year in the hedge fund and private equity spaces, as well as certain recommended practices that investment…more

Hedge Funds, Popular, Private Equity, Private Equity Funds, Securities and Exchange Commission (SEC)

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DOH Issues Guidance on New York’s Material Health Care Transaction Law

Nearly two years ago, and as previously discussed in a Proskauer alert, New York enacted Public Health Law Article 45-A (the “Material Transactions Law”), which requires reporting of certain material health care transactions…more

Acquisitions, Health Insurance, Healthcare, Healthcare Facilities, Hospitals

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Conflict Between Delaware LLC Act and Bankruptcy Code Affects Creditor Toolbox

As you know from our prior alerts, creditors of borrowers formed as Delaware LLCs (as opposed to corporations) lack standing under Delaware law to sue directors for breaching fiduciary duties even when, to the surprise of many,…more

Bankruptcy Code, Bankruptcy Court, Breach of Duty, Chapter 11, Chapter 7

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2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

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Litigating Patents in the ITC: When and Why Companies Take the Section 337 Route

Formerly a niche venue for trade-related matters, the International Trade Commission (“ITC”) has emerged as a battleground for many high stakes intellectual property disputes, particularly in the technology, life sciences, and…more

International Trade, International Trade Commission (ITC), Jurisdiction, Life Sciences, Litigation Strategies

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Final Regulations Issued for Certain Partnership Related Party Basis Adjustment Transactions

On January 10, 2025, the Treasury Department and the U.S. Internal Revenue Service (the “IRS”) released final regulations (the “regulations”) classifying certain partnership related party basis adjustment transactions and…more

Compliance, Income Taxes, Internal Revenue Code (IRC), IRS, Liquidation

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Front and Center: Latest SVO Grant Numbers (UPDATED)

The SBA stopped accepting new SVO Grant applications on August 20, 2021.  The SBA is currently reviewing submitted SVO Grant applications and issuing both initial and supplemental awards. As of December 13, 2021, the SBA had…more

Artists, Coronavirus/COVID-19, Entertainment Industry, Entertainment Venues, Federal Grants

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UK Tax Round Up - February 2025

Welcome to February’s edition of the UK Tax Round Up. This month has seen a number of interesting decisions covering the unallowable purpose test in relation to cross border group relief tax losses, the application of the…more

Anti-Avoidance, Canada, Capital Markets, Carried Interest, Corporate Taxes

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SEC and CFTC Extend Compliance Date for Form PF Amendments

On January 29, 2025, the Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (together, the “Agencies”) jointly announced that the compliance date for the new Form PF would be extended by three…more

CFTC, Compliance, Financial Regulatory Reform, Form PF, Hedge Funds

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UK Tax Round Up - February 2025

Welcome to February’s edition of the UK Tax Round Up. This month has seen a number of interesting decisions covering the unallowable purpose test in relation to cross border group relief tax losses, the application of the…more

Anti-Avoidance, Canada, Capital Markets, Carried Interest, Corporate Taxes

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SECURE 2.0 Includes PBGC Premium Relief… for Some Plans

As previously discussed, the SECURE 2.0 Act of 2022 (“SECURE 2.0”) that was signed into law on December 29, 2022 as part of the 2023 Consolidated Appropriations Act includes a slew of changes for retirement plan sponsors and…more

21st Century Cures Act, Consolidated Appropriations Act (CAA), PBGC, Pensions, Retirement

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2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

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The Reproductive Healthcare Landscape Two Years Post-Dobbs

Just before the 2024 U.S. Election, Proskauer’s Reproductive Rights Steering Committee hosted a panel discussion addressing the current state of reproductive rights two years post-Dobbs…more

Abortion, Dobbs v. Jackson Women’s Health Organization, Healthcare, Human Rights, Patient Access

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Job Applicant’s Algorithmic Bias Discrimination Lawsuit Survives Motion to Dismiss

In a recent development in Mobley vs. Workday, Inc., the United States District Court for the Northern District of California denied in part Workday, Inc.’s (“Workday”) Motion to Dismiss, allowing the Plaintiff to pursue novel…more

ADEA, Algorithms, Americans with Disabilities Act (ADA), Artificial Intelligence, Automated Decision Systems (ADS)

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Protecting the Unhoused: Proskauer Files Amicus Brief on Behalf of the Coalition for the Homeless

In a major victory for unhoused New Yorkers, the New York Court of Appeals recently adopted the analysis of an amicus brief that was filed by Proskauer on behalf of the Coalition for the Homeless. The amicus brief supported the…more

Amicus Briefs, Appeals, Department of Buildings (DOB), Homeless Issues, Law Firm Associates

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What Would John Wilkes Booth Do? Mandatory COVID Vaxes for Actors

Although the threat of COVID-19 (remember that?) seems to have diminished considerably over the past five years, once upon a time in Hollywood many production companies (along with other employers) required employees to be…more

Actors, Anti-SLAPP, Appeals, California, Constitutional Challenges

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Price Gouging Weekly Round Up - April 2021

Price gouging enforcement and litigation is front and center for company counsel and business managers nationwide. Our weekly round up highlights some of the most relevant news and information for our clients and friends. New…more

Antitrust Provisions, Goods or Services, Natural Gas, Price Gouging, Public Utility

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Tax Court holds that an offshore fund is engaged in a U.S. trade or business

On November 15, 2023, the U.S. Tax Court held in YA Global Investments v. Commissioner that a non-U.S. private equity fund (YA Global) with a U.S. asset manager that bought equity and convertible debt of U.S. portfolio companies…more

Asset Management, Business Litigation, Income Taxes, Internal Revenue Code (IRC), International Tax Issues

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OIG Reports that Clinical Trials Lack Diverse Subjects: What Role Can Artificial Intelligence Play?

As the largest public funder of biomedical research in the world, the National Institutes of Health (“NIH”) annually funds over $38 billion in extramural research, including about $6 billion for clinical trials. On May 28, 2024,…more

21st Century Cures Act, Affordable Care Act, Artificial Intelligence, Clinical Trials, Department of Health and Human Services (HHS)

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2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

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No Money? No Problem: Recent IRS Favorable Guidance Regarding a REIT’s First Year

On October 4, 2024, the Internal Revenue Service (the “IRS”) released Private Letter Ruling 202440007, which concluded that the lack of income and assets in the first taxable year of an entity that had elected to be treated as a…more

Asset Test, Guidance Update, Income Taxes, Income Test, IRS

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How Governmental Carrots and Sticks Impact Private Investment in Defense Tech and the Security Ecosystem

In response to rising geopolitical tensions – from the Middle East to the Taiwan Strait to the ongoing conflict in Ukraine –the Biden Administration is increasingly using economic incentives and sanctions to assist the United…more

Asset Management, Department of Defense (DOD), Economic Sanctions, Foreign Policy, Investment

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Antitrust & Tech At The 2025 Antitrust Spring Meeting

Technology was a key focus of this year’s ABA Antitrust Spring Meeting, one of the largest gatherings of antitrust professionals in the world. Over a dozen panels focused on cutting-edge technology issues as it pertains to…more

Algorithms, Antitrust Litigation, Antitrust Provisions, Big Tech, Data Preservation

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The Arbitration Act 2025 Finally Becomes Law

Practitioners and stakeholders in the arbitration community have welcomed the long-awaited Arbitration Act 2025, which has now received Royal Assent, marking the most significant update to English arbitration law in nearly three…more

Arbitration, Arbitration Agreements, Arbitration Awards, Dispute Resolution, International Arbitration

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The Arbitration Act 2025 Finally Becomes Law

Practitioners and stakeholders in the arbitration community have welcomed the long-awaited Arbitration Act 2025, which has now received Royal Assent, marking the most significant update to English arbitration law in nearly three…more

Arbitration, Arbitration Agreements, Arbitration Awards, Dispute Resolution, International Arbitration

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Private Credit Trends: Executive Compensation Considerations in Out-of-Court Restructurings - Insights

Retaining key management at a distressed company in the midst of an out-of-court restructuring can be necessary for the success of the restructuring. To realign incentives, private credit lenders need to consider reloading and…more

Corporate Restructuring, Creditors, Distressed Debt, EBITDA, Executive Compensation

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Tax Court Holds That Active Limited Partners of State Law Limited Partnerships May Subject to Self-Employment Tax

Section 1402(a)(13) of the Internal Revenue Code provides that the distributive share of “limited partners, as such” from a partnership is not subject to self-employment tax.[1] Managers of private equity and hedge funds are…more

Employment Tax, Income Taxes, IRS, Limited Partnerships, Partnerships

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2025 Private Credit Survey Shows Enthusiasm for Dealmaking and Lending in Year Ahead - Insights

NEW YORK and LONDON, February 3, 2025 – Leading international law firm Proskauer today shared its 2025 Trends in Private Credit report, highlighting market participants’ strong belief that 2025 is expected to be an exciting year…more

Asset Management, Capital Markets, Competition, Debt Financing, Financial Services Industry

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The DOJ’s Final Rule on Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons

On December 27, 2024, the Department of Justice (the “DOJ”) issued its final rule (the “Rule”) carrying out Executive Order 14117 “Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related…more

China, Covered Person, Data Privacy, Department of Justice (DOJ), Executive Orders

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The SEC Under Paul Atkins – What to Expect for Registered and Private Offerings, Climate-Related Disclosure, Consolidated Audit Trail, Digital Assets, and Agency Re-Organization

Paul Atkins, who has been nominated by President Trump to serve as Chairperson of the Securities & Exchange Commission, last week completed a short confirmation hearing before the U.S. Senate Banking Committee. Despite its…more

Climate Change, Consolidated Audit Trail, Cryptocurrency, Digital Assets, Disclosure Requirements

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Question of the Week: What are the biggest trends you’ve seen in credit fundraising so far this year and what do you expect the rest of 2024?

"In what has been a recently challenging fundraising environment, credit funds are still a bright spot for GPs. The new buzz about credit fund formation relates to the creation of 'evergreen' structures..…more

Credit, Fundraisers, Infrastructure, Investors, Real Estate Financing

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Energy Transition: A New Risk Climate for Investors

Go to any private equity event in the last 12 months, and “energy transition” will have been discussed, meaning the shift in energy production away from fossil‑based systems to low or zero carbon ones. As fund managers continue…more

Climate Change, Energy Sector, Enforcement, Environmental Social & Governance (ESG), Investment

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Staying Afloat in an Uncertain Economic World: Hope for the Best, Prepare for the Worst Private Credit Restructuring Year in Review

While global inflation and higher-for-longer interest rates dominated macroeconomic headlines over the last year, middle-market private credit restructurings witnessed three notable trends.  First, these credits remained…more

Automatic Stay, Bankruptcy Code, Bankruptcy Court, Chapter 11, Debt