Seward & Kissel LLP

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One Battery Park Plaza
New York, NY 10004, United States
Phone: (212) 574-1200
Fax: (212) 480-8421
Areas Of Practice
  • Bankruptcy
  • Environmental Law
  • Finance & Banking
  • Intellectual Property
  • Labor & Employment Law
  • Litigation
  • Maritime Law
  • Mergers & Acquisitions
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Transportation
  • Wills, Trusts, & Estate Planning
See more
Locations
Other U.S. Locations
  • D.C.
  • New York
Number of Attorneys
100+ Attorneys

2023 Seed Transactions Deal Points Study

Seed investments in hedge funds, private equity funds, private credit funds, and other investment vehicles continued to generate significant deal volume in 2023, according to the tenth annual Seward & Kissel Seed Transactions…more

Buyouts, Capital Raising, Exculpatory Clauses, Hedge Funds, Indemnification

See all updates »

2022 Highlights from the Global Bank and Institutional Finance & Restructuring Group

$55B CLO/ Loan Facilities Represented several financial institutions in connection with CLOs (including middle-market CLOs), multi-currency loan facilities and warehouse transactions, as well as redemptions, re-pricings,…more

Banks, Consumer Lenders, Debt Restructuring, Financial Institutions, Institutional Investors

See all updates »

ISDA Releases Marshall Islands Netting Opinion

On December 15, 2023, the International Swaps and Derivatives Association, Inc. (“ISDA”) published its legal opinion (the “ISDA RMI Opinion”) as to the enforceability under the law of the Republic of the Marshall Islands of the…more

Derivatives, ISDA, Marshall Islands, Netting Agreements, Swap Dealers

See all updates »

Employment Litigation Roundup: August 2024

In a win for employers, the Connecticut Supreme Court defines “supervisor” narrowly for purposes of vicarious employer liability under Connecticut Fair Employment Practices Act - Under Connecticut’s civil rights law, an…more

Americans with Disabilities Act (ADA), Bullying, Conflicts of Interest, CT Supreme Court, Employee Definition

See all updates »

Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

See all updates »

"An Ounce of Prevention"...How to Reduce the Risk of Litigation and Enforcement Proceedings

To paraphrase what Ben Franklin may have been alluding to nearly 300 years ago in his famous quote, often the best approach when it comes to reducing the risk of litigation and government enforcement proceedings is to take…more

Anti-Corruption, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Money Laundering, California Consumer Privacy Act (CCPA)

See all updates »

2023 Seed Transactions Deal Points Study

Seed investments in hedge funds, private equity funds, private credit funds, and other investment vehicles continued to generate significant deal volume in 2023, according to the tenth annual Seward & Kissel Seed Transactions…more

Buyouts, Capital Raising, Exculpatory Clauses, Hedge Funds, Indemnification

See all updates »

"An Ounce of Prevention"...How to Reduce the Risk of Litigation and Enforcement Proceedings

To paraphrase what Ben Franklin may have been alluding to nearly 300 years ago in his famous quote, often the best approach when it comes to reducing the risk of litigation and government enforcement proceedings is to take…more

Anti-Corruption, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Money Laundering, California Consumer Privacy Act (CCPA)

See all updates »

Employment Litigation Roundup: August 2024

In a win for employers, the Connecticut Supreme Court defines “supervisor” narrowly for purposes of vicarious employer liability under Connecticut Fair Employment Practices Act - Under Connecticut’s civil rights law, an…more

Americans with Disabilities Act (ADA), Bullying, Conflicts of Interest, CT Supreme Court, Employee Definition

See all updates »

Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

See all updates »

2022 Highlights from the Global Bank and Institutional Finance & Restructuring Group

$55B CLO/ Loan Facilities Represented several financial institutions in connection with CLOs (including middle-market CLOs), multi-currency loan facilities and warehouse transactions, as well as redemptions, re-pricings,…more

Banks, Consumer Lenders, Debt Restructuring, Financial Institutions, Institutional Investors

See all updates »

New Option: Rollover From 529 Account to Roth IRA

Federal income tax law offers tax advantages to taxpayers that save money in specially designated accounts earmarked for future educational expenses (“529 Accounts”).  In addition, federal income tax law also incentivizes saving…more

529 Plans, Beneficiaries, Contribution Limits, Education Expenses, Incentives

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Net Asset Value Credit Facilities: Key Issues And The Current Market

Net asset value based credit facilities (“NAV Facilities”) are credit facilities pursuant to which the availability thereunder is based on the net asset value of the investments of the borrower, typically a private fund. The…more

Borrowers, Credit Facilities, Employee Retirement Income Security Act (ERISA), Insolvency, Interest Rates

See all updates »

SEC Amends Regulation S-P to Require Data Breach Notifications and Additional Written Policies

On May 16, 2024, the SEC amended Regulation S-P to impose new data privacy and security requirements on broker-dealers, registered investment advisers, investment companies (whether or not they are registered with the SEC), and…more

Breach Notification Rule, Broker-Dealer, Data Breach, Documentation, Incident Response Plans

See all updates »

Nasdaq Proposes Modifications to Delisting Process for Securities Failing to Maintain Compliance with Minimum Bid Price Requirement

On August 6, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) submitted proposed rule changes to the U.S. Securities and Exchange Commission (“SEC”). If adopted, the revised rules would modify the Nasdaq delisting process in respect…more

Appeals, Bids, Compliance, Delisting, Investor Protection

See all updates »

Countdown to Compliance with Tailored Shareholder Report Requirements: Key Considerations

In October 2022, the Securities and Exchange Commission (SEC) adopted amendments that will significantly alter the content, format and presentation of annual and semi-annual shareholder reports used by investment companies,…more

Corporate Governance, Investment Companies, Publicly-Traded Companies, Reporting Requirements, Securities and Exchange Commission (SEC)

See all updates »

Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

See all updates »

FDIC Adopts Rule Prohibiting Misleading Statements About FDIC Insurance that Impacts a Broad Range of Deposit Placement Arrangements Offered by Brokers, Banks, and FinTechs

Introduction - On May 17, 2022, the Board of Directors of the Federal Deposit Insurance Corporation (“FDIC”) adopted a final rule (“Rule”) setting forth its procedures for investigating and enforcing false advertising, false…more

Banking Sector, Banks, Broker-Dealer, Consumer Financial Products, Deposit Insurance

See all updates »

Two Sides of the Same Coin: The Direct Relationship Between Valuation and Dilution in Pricing Venture and Growth Equity Deals

Two concepts that venture capital and/or growth equity investors often grapple with are “valuation”, the agreed-to dollar value of the target company, and “dilution,” the nexus between an investor’s expected fully diluted equity…more

Dilution, Equity, Investment, Valuation

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2022 Highlights from the Global Bank and Institutional Finance & Restructuring Group

$55B CLO/ Loan Facilities Represented several financial institutions in connection with CLOs (including middle-market CLOs), multi-currency loan facilities and warehouse transactions, as well as redemptions, re-pricings,…more

Banks, Consumer Lenders, Debt Restructuring, Financial Institutions, Institutional Investors

See all updates »

Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

See all updates »

Down to the Wire: Citibank Wins Big in Revlon Appeal

In a long-anticipated decision, on September 8, 2022, the United States Court of Appeals for the Second Circuit (the “Second Circuit”) vacated the judgment of the Southern District of New York (the “District Court”) in, In re…more

Appeals, Citibank, Corporate Counsel, Debt, Loans

See all updates »

The New Investment Adviser Marketing Rule: Implications for CLO Managers and Arrangers

On December 20, 2020, the SEC adopted reforms under the Advisers Act which modernized rules that govern investment adviser advertising and payments to solicitors. On September 19, 2022, the SEC Division of Examinations published…more

Collateralized Loan Obligations, Compliance, Disclosure Requirements, Endorsements, Investment Adviser

See all updates »

FDIC Whipsaws Industry with Proposed Changes to Brokered Deposits Rules

1. Introduction and Summary - On July 30, 2024 – a mere 32 months after adopting a new regulatory framework for brokered deposits in December 2020 (the “Current Rules”) – the Federal Deposit Insurance Corporation (“FDIC”)…more

Administrative Procedure Act, Broker-Dealer, Brokered Deposits, FDIC, Insured Depository Institutions

See all updates »

New FATCA Agreement with Switzerland

The United States and Switzerland jointly announced the conversion of the intergovernmental agreement (“IGA”) from a “Model 2” to “Model 1” agreement. The new IGA will come into effect January 1, 2027, allowing time for…more

FATCA, Financial Institutions, Foreign Jurisdictions, Investment Funds, IRS

See all updates »

2022 Highlights from the Global Bank and Institutional Finance & Restructuring Group

$55B CLO/ Loan Facilities Represented several financial institutions in connection with CLOs (including middle-market CLOs), multi-currency loan facilities and warehouse transactions, as well as redemptions, re-pricings,…more

Banks, Consumer Lenders, Debt Restructuring, Financial Institutions, Institutional Investors

See all updates »

FDIC Adopts Rule Prohibiting Misleading Statements About FDIC Insurance that Impacts a Broad Range of Deposit Placement Arrangements Offered by Brokers, Banks, and FinTechs

Introduction - On May 17, 2022, the Board of Directors of the Federal Deposit Insurance Corporation (“FDIC”) adopted a final rule (“Rule”) setting forth its procedures for investigating and enforcing false advertising, false…more

Banking Sector, Banks, Broker-Dealer, Consumer Financial Products, Deposit Insurance

See all updates »

The Poseidon Principles for Marine Insurance

According to the International Maritime Organization (IMO), the shipping industry currently accounts for 2.2% of global emission of greenhouse gases (GHG), with the potential, if left unregulated, to increase 50-250% by 2050. …more

Climate Change, Financial Institutions, Greenhouse Gas Emissions, Insurance Industry, International Maritime Organization (IMO)

See all updates »

SEC Enforcement of Off-Channel Communications Continues - New Series of Firms Charged with Penalties Totaling $289 Million

Summary of the Recent SEC Actions - On August 8, 2023, in yet another set of enforcement actions in the space, the U.S. Securities and Exchange Commission (the “SEC”) settled charges against ten broker-dealers and a dually…more

Broker-Dealer, Enforcement, Investment Adviser, Noncompliance, Penalties

See all updates »

Final Tax Rules and Transitional Guidance for Broker Reporting

The Internal Revenue Service (“IRS”) recently finalized Treasury Regulations (the “Final Regulations”) and published two notices and a Revenue Procedure (the “Transitional Guidance”) for broker reporting of certain…more

Anti-Money Laundering, Brokers, Digital Assets, Fair Market Value, Final Rules

See all updates »

OFAC Issues New Wave of Russia Sanctions Expanding Secondary Sanctions Risk for Foreign Financial Institutions

On June 12, 2024, the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), in coordination with the U.S. Department of State, announced a new wave of Russia sanctions that significantly expand…more

Economic Sanctions, Foreign Financial Institutions (FFI), Infrastructure, Office of Foreign Assets Control (OFAC), Popular

See all updates »

Christmas in July—Court in Ripple Case Delivers Split Verdict Hailed as Victory by Ripple

Three days before Christmas 2020, the SEC served Ripple Labs Inc. and two of its executives with a lawsuit. How is that for a present under the tree? As the SKrypto Blog reported at the time, the main issue was whether XRP, a…more

Coinbase, Cryptocurrency, Digital Assets, Howey, Ripple

See all updates »

2022 Highlights from the Global Bank and Institutional Finance & Restructuring Group

$55B CLO/ Loan Facilities Represented several financial institutions in connection with CLOs (including middle-market CLOs), multi-currency loan facilities and warehouse transactions, as well as redemptions, re-pricings,…more

Banks, Consumer Lenders, Debt Restructuring, Financial Institutions, Institutional Investors

See all updates »

Proposed Tax Relief and Jobs Package

August 22, 2023 Earlier this summer, the House Committee on Ways and Means introduced a tax relief package (the “Proposals”), which establishes a framework for potential tax changes. The Proposals are not expected to be enacted…more

Capital Gains, Foreign Investment, Negotiations, Reinvestment Funds, Small Business

See all updates »

SEC Adopts Amendments to Increase Proxy Voting Transparency

The Securities and Exchange Commission (SEC) recently adopted rule and form amendments (Amendments) under the Investment Company Act of 1940 to enhance the information that mutual funds, exchange-traded funds, and other…more

Compliance, Disclosure Requirements, EDGAR, Golden Parachutes, Institutional Investment

See all updates »

Nasdaq Proposes Modifications to Delisting Process for Securities Failing to Maintain Compliance with Minimum Bid Price Requirement

On August 6, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) submitted proposed rule changes to the U.S. Securities and Exchange Commission (“SEC”). If adopted, the revised rules would modify the Nasdaq delisting process in respect…more

Appeals, Bids, Compliance, Delisting, Investor Protection

See all updates »

5th Circuit District Courts Once Again Thwart the DOL’s Fiduciary Advice Regulatory Agenda

The effective dates of the Department of Labor’s new 2024 fiduciary advice rule (the “2024 Fiduciary Rule”) and the amendments to Prohibited Transaction Exemptions 84-24, 75-1, 77-4, 80-83, 83-1, 86-128, and 2020-02 (the…more

Administrative Procedure Act, Department of Labor (DOL), Employee Retirement Income Security Act (ERISA), Fiduciary Rule, Internal Revenue Code (IRC)

See all updates »

Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

See all updates »

Musk Wins Tweet Trial

On February 3, 2023, a federal California jury found Elon Musk not liable for losses experienced by Tesla investors following his August 2018 tweet stating he had “funding secured” to take the company private. The…more

California, Class Action, Elon Musk, False Statements, Investors

See all updates »

Solar Flare, Security Breach, and Therapeutic Treatment

Residential Solar Firm Lumio Files Bankruptcy, Plans to Sell | Bloomberg - Privately owned provider of residential solar panels Lumio filed for Chapter 11 bankruptcy on Tuesday in Delaware with plans to sell its company to…more

Chapter 11, Commercial Bankruptcy, Corporate Restructuring, Interest Rates, Renewable Energy

See all updates »

2022 Highlights from the Global Bank and Institutional Finance & Restructuring Group

$55B CLO/ Loan Facilities Represented several financial institutions in connection with CLOs (including middle-market CLOs), multi-currency loan facilities and warehouse transactions, as well as redemptions, re-pricings,…more

Banks, Consumer Lenders, Debt Restructuring, Financial Institutions, Institutional Investors

See all updates »

Nasdaq Proposes Modifications to Delisting Process for Securities Failing to Maintain Compliance with Minimum Bid Price Requirement

On August 6, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) submitted proposed rule changes to the U.S. Securities and Exchange Commission (“SEC”). If adopted, the revised rules would modify the Nasdaq delisting process in respect…more

Appeals, Bids, Compliance, Delisting, Investor Protection

See all updates »

The SEC Approves Mandatory Clearing of Transactions in US Treasury Securities: Issues for the Buy Side to Consider

On December 13, 2023, the Securities and Exchange Commission (the “SEC” or the “Commission”) voted 4-1 to approve Standards for Covered Clearing Agencies for U.S. Treasury Securities and Application of the Broker-Dealer Customer…more

Broker-Dealer, Cash Transactions, CCA, Customer Protection Rule, DTCC

See all updates »

2023 Seed Transactions Deal Points Study

Seed investments in hedge funds, private equity funds, private credit funds, and other investment vehicles continued to generate significant deal volume in 2023, according to the tenth annual Seward & Kissel Seed Transactions…more

Buyouts, Capital Raising, Exculpatory Clauses, Hedge Funds, Indemnification

See all updates »

2022 Highlights from the Global Bank and Institutional Finance & Restructuring Group

$55B CLO/ Loan Facilities Represented several financial institutions in connection with CLOs (including middle-market CLOs), multi-currency loan facilities and warehouse transactions, as well as redemptions, re-pricings,…more

Banks, Consumer Lenders, Debt Restructuring, Financial Institutions, Institutional Investors

See all updates »

Credit Union Share Certificates: A Primer

Over the last several years credit unions have sought to raise funds in the capital markets by issuing their Share Certificates through brokers or other intermediaries. Credit union shares have many of the same attributes of…more

Certiorari, Credit Unions, Due Diligence, FDIC, Financial Institutions

See all updates »

Home is Where Your Server Is?

On March 8, 2024, the U.S. Court of Appeals for the Second Circuit reversed and remanded a District Court decision that dismissed all claims by plaintiff crypto investors against Binance, an international electronic exchange…more

Appeals, Blue Sky Laws, Broker-Dealer, Class Action, Crypto Exchanges

See all updates »

"An Ounce of Prevention"...How to Reduce the Risk of Litigation and Enforcement Proceedings

To paraphrase what Ben Franklin may have been alluding to nearly 300 years ago in his famous quote, often the best approach when it comes to reducing the risk of litigation and government enforcement proceedings is to take…more

Anti-Corruption, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Money Laundering, California Consumer Privacy Act (CCPA)

See all updates »

Nasdaq Proposes Modifications to Delisting Process for Securities Failing to Maintain Compliance with Minimum Bid Price Requirement

On August 6, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) submitted proposed rule changes to the U.S. Securities and Exchange Commission (“SEC”). If adopted, the revised rules would modify the Nasdaq delisting process in respect…more

Appeals, Bids, Compliance, Delisting, Investor Protection

See all updates »

CrowdStrike Outage and its Form PF Implications

In May 2023, the Securities and Exchange Commission (the “SEC”) adopted amendments to Form PF, the confidential reporting form for certain SEC-registered investment advisers to private funds, requiring, among other things, large…more

Asset Management, Cybersecurity, Hedge Funds, Investment Adviser, Reporting Requirements

See all updates »

Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

See all updates »

Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

See all updates »

SEC Enforcement of Off-Channel Communications Continues - New Series of Firms Charged with Penalties Totaling $289 Million

Summary of the Recent SEC Actions - On August 8, 2023, in yet another set of enforcement actions in the space, the U.S. Securities and Exchange Commission (the “SEC”) settled charges against ten broker-dealers and a dually…more

Broker-Dealer, Enforcement, Investment Adviser, Noncompliance, Penalties

See all updates »

2023 Seed Transactions Deal Points Study

Seed investments in hedge funds, private equity funds, private credit funds, and other investment vehicles continued to generate significant deal volume in 2023, according to the tenth annual Seward & Kissel Seed Transactions…more

Buyouts, Capital Raising, Exculpatory Clauses, Hedge Funds, Indemnification

See all updates »

New Omnibus Bill Codifies M&A Broker-Dealer SEC Registration Exemption

On December 29, 2022, President Biden signed H.R.2617, the Consolidated Appropriations Act of 2023 (the “Omnibus Bill”), that included a rider in Title V establishing a statutory exemption for certain mergers and acquisitions…more

Acquisitions, Biden Administration, Broker-Dealer, Business Assets, Consolidated Appropriations Act (CAA)

See all updates »

Government Tax Incentives for Offshore Wind Investments

Background Offshore wind investments have become increasingly popular within the renewable energy sector due to the vital role they play in the global transition to clean energy. United States congress has created federal tax…more

Clean Energy, Greenhouse Gas Emissions, Inflation Reduction Act (IRA), Investment, Investment Tax Credits

See all updates »

Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

See all updates »

Inflation Reduction Act of 2022 – Implications for Commercial Real Estate

On July 27, 2022, Senator Joe Manchin and Senate Majority Leader Chuck Schumer jointly announced that they had reached an agreement on the Inflation Reduction Act of 2022 (the “Act”). If enacted in its proposed form, the Act…more

Climate Change, Commercial Real Estate Market, Lenders, Price Inflation

See all updates »

New Omnibus Bill Codifies M&A Broker-Dealer SEC Registration Exemption

On December 29, 2022, President Biden signed H.R.2617, the Consolidated Appropriations Act of 2023 (the “Omnibus Bill”), that included a rider in Title V establishing a statutory exemption for certain mergers and acquisitions…more

Acquisitions, Biden Administration, Broker-Dealer, Business Assets, Consolidated Appropriations Act (CAA)

See all updates »

"An Ounce of Prevention"...How to Reduce the Risk of Litigation and Enforcement Proceedings

To paraphrase what Ben Franklin may have been alluding to nearly 300 years ago in his famous quote, often the best approach when it comes to reducing the risk of litigation and government enforcement proceedings is to take…more

Anti-Corruption, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Money Laundering, California Consumer Privacy Act (CCPA)

See all updates »

Countdown to Compliance with Tailored Shareholder Report Requirements: Key Considerations

In October 2022, the Securities and Exchange Commission (SEC) adopted amendments that will significantly alter the content, format and presentation of annual and semi-annual shareholder reports used by investment companies,…more

Corporate Governance, Investment Companies, Publicly-Traded Companies, Reporting Requirements, Securities and Exchange Commission (SEC)

See all updates »

Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

See all updates »

2023 Seed Transactions Deal Points Study

Seed investments in hedge funds, private equity funds, private credit funds, and other investment vehicles continued to generate significant deal volume in 2023, according to the tenth annual Seward & Kissel Seed Transactions…more

Buyouts, Capital Raising, Exculpatory Clauses, Hedge Funds, Indemnification

See all updates »

Inflation Reduction Act of 2022 – Implications for Commercial Real Estate

On July 27, 2022, Senator Joe Manchin and Senate Majority Leader Chuck Schumer jointly announced that they had reached an agreement on the Inflation Reduction Act of 2022 (the “Act”). If enacted in its proposed form, the Act…more

Climate Change, Commercial Real Estate Market, Lenders, Price Inflation

See all updates »

Proposed Tax Relief and Jobs Package

August 22, 2023 Earlier this summer, the House Committee on Ways and Means introduced a tax relief package (the “Proposals”), which establishes a framework for potential tax changes. The Proposals are not expected to be enacted…more

Capital Gains, Foreign Investment, Negotiations, Reinvestment Funds, Small Business

See all updates »

Crypto Contagion? Turmoil in the Cryptoasset Industry Foments Precedential Bankruptcies

Until yesterday, only one significant cryptoasset player had filed for bankruptcy protection in the U.S., which was Cred, Inc. in 2020. The Cred case, however, was precipitated more by fraud than any systemic issues related to…more

Coinbase, Cryptoassets, Securities and Exchange Commission (SEC)

See all updates »

Compliance Flash: OFAC Announces New Reporting Requirement for Financial Institutions Under the REPO for Ukrainians Act

The supplemental appropriations legislation signed into law on April 24, 2024 enacted numerous high-profile provisions addressing aspects of U.S. foreign policy and national security, including provisions that broaden and…more

Compliance, Economic Sanctions, Financial Services Industry, Foreign Policy, Interim Final Rules (IFR)

See all updates »

Crypto Contagion? Turmoil in the Cryptoasset Industry Foments Precedential Bankruptcies

Until yesterday, only one significant cryptoasset player had filed for bankruptcy protection in the U.S., which was Cred, Inc. in 2020. The Cred case, however, was precipitated more by fraud than any systemic issues related to…more

Coinbase, Cryptoassets, Securities and Exchange Commission (SEC)

See all updates »

SEC Enforcement of Off-Channel Communications Continues - New Series of Firms Charged with Penalties Totaling $289 Million

Summary of the Recent SEC Actions - On August 8, 2023, in yet another set of enforcement actions in the space, the U.S. Securities and Exchange Commission (the “SEC”) settled charges against ten broker-dealers and a dually…more

Broker-Dealer, Enforcement, Investment Adviser, Noncompliance, Penalties

See all updates »

Countdown to Compliance with Tailored Shareholder Report Requirements: Key Considerations

In October 2022, the Securities and Exchange Commission (SEC) adopted amendments that will significantly alter the content, format and presentation of annual and semi-annual shareholder reports used by investment companies,…more

Corporate Governance, Investment Companies, Publicly-Traded Companies, Reporting Requirements, Securities and Exchange Commission (SEC)

See all updates »

Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

See all updates »

Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

See all updates »

Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

See all updates »

Final Tax Rules and Transitional Guidance for Broker Reporting

The Internal Revenue Service (“IRS”) recently finalized Treasury Regulations (the “Final Regulations”) and published two notices and a Revenue Procedure (the “Transitional Guidance”) for broker reporting of certain…more

Anti-Money Laundering, Brokers, Digital Assets, Fair Market Value, Final Rules

See all updates »

Employment Litigation Roundup: August 2024

In a win for employers, the Connecticut Supreme Court defines “supervisor” narrowly for purposes of vicarious employer liability under Connecticut Fair Employment Practices Act - Under Connecticut’s civil rights law, an…more

Americans with Disabilities Act (ADA), Bullying, Conflicts of Interest, CT Supreme Court, Employee Definition

See all updates »

Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

See all updates »

For Fund Managers, Tax Court Ruling Sets Limited Partners Back “As Such”

Memorandum to our Investment Management Clients and Friends - The United States Tax Court recently issued a ruling (the “Ruling”) pertaining to the possible exclusion of a limited partner’s distributive share of income from…more

Audits, Cross Motions, Fund Managers, Internal Revenue Code (IRC), Investment Funds

See all updates »

Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

See all updates »

Blades are Spinning at America’s First Large-Scale Offshore Wind Farm

The nation’s first large-scale offshore wind farm started spinning its blades on January 2nd. The wind project, known as Vineyard Wind 1, began operations near Martha’s Vineyard 15 miles off the coast of Massachusetts,…more

Appeals, Infrastructure, Offshore Wind, Renewable Energy, Wind Farm

See all updates »

Countdown to Compliance with Tailored Shareholder Report Requirements: Key Considerations

In October 2022, the Securities and Exchange Commission (SEC) adopted amendments that will significantly alter the content, format and presentation of annual and semi-annual shareholder reports used by investment companies,…more

Corporate Governance, Investment Companies, Publicly-Traded Companies, Reporting Requirements, Securities and Exchange Commission (SEC)

See all updates »

The SEC Approves Mandatory Clearing of Transactions in US Treasury Securities: Issues for the Buy Side to Consider

On December 13, 2023, the Securities and Exchange Commission (the “SEC” or the “Commission”) voted 4-1 to approve Standards for Covered Clearing Agencies for U.S. Treasury Securities and Application of the Broker-Dealer Customer…more

Broker-Dealer, Cash Transactions, CCA, Customer Protection Rule, DTCC

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SEC Charges Short Publisher for Manipulation Scheme Targeting Retail Investors

On July 26, 2024, the Securities and Exchange Commission (SEC) filed a Complaint in the U.S. District Court in Los Angeles charging activist short publisher Andrew Left and Citron Capital, LLC, an investment adviser he operated,…more

Department of Justice (DOJ), False Statements, Hedge Funds, Indictments, Investors

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The New Investment Adviser Marketing Rule: Implications for CLO Managers and Arrangers

On December 20, 2020, the SEC adopted reforms under the Advisers Act which modernized rules that govern investment adviser advertising and payments to solicitors. On September 19, 2022, the SEC Division of Examinations published…more

Collateralized Loan Obligations, Compliance, Disclosure Requirements, Endorsements, Investment Adviser

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Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

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Countdown to Compliance with Tailored Shareholder Report Requirements: Key Considerations

In October 2022, the Securities and Exchange Commission (SEC) adopted amendments that will significantly alter the content, format and presentation of annual and semi-annual shareholder reports used by investment companies,…more

Corporate Governance, Investment Companies, Publicly-Traded Companies, Reporting Requirements, Securities and Exchange Commission (SEC)

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5th Circuit District Courts Once Again Thwart the DOL’s Fiduciary Advice Regulatory Agenda

The effective dates of the Department of Labor’s new 2024 fiduciary advice rule (the “2024 Fiduciary Rule”) and the amendments to Prohibited Transaction Exemptions 84-24, 75-1, 77-4, 80-83, 83-1, 86-128, and 2020-02 (the…more

Administrative Procedure Act, Department of Labor (DOL), Employee Retirement Income Security Act (ERISA), Fiduciary Rule, Internal Revenue Code (IRC)

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SEC Amends Regulation S-P to Require Data Breach Notifications and Additional Written Policies

On May 16, 2024, the SEC amended Regulation S-P to impose new data privacy and security requirements on broker-dealers, registered investment advisers, investment companies (whether or not they are registered with the SEC), and…more

Breach Notification Rule, Broker-Dealer, Data Breach, Documentation, Incident Response Plans

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Compliance Flash: OFAC Announces New Reporting Requirement for Financial Institutions Under the REPO for Ukrainians Act

The supplemental appropriations legislation signed into law on April 24, 2024 enacted numerous high-profile provisions addressing aspects of U.S. foreign policy and national security, including provisions that broaden and…more

Compliance, Economic Sanctions, Financial Services Industry, Foreign Policy, Interim Final Rules (IFR)

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2022 Highlights from the Global Bank and Institutional Finance & Restructuring Group

$55B CLO/ Loan Facilities Represented several financial institutions in connection with CLOs (including middle-market CLOs), multi-currency loan facilities and warehouse transactions, as well as redemptions, re-pricings,…more

Banks, Consumer Lenders, Debt Restructuring, Financial Institutions, Institutional Investors

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Employment Litigation Roundup: August 2024

In a win for employers, the Connecticut Supreme Court defines “supervisor” narrowly for purposes of vicarious employer liability under Connecticut Fair Employment Practices Act - Under Connecticut’s civil rights law, an…more

Americans with Disabilities Act (ADA), Bullying, Conflicts of Interest, CT Supreme Court, Employee Definition

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Compliance Flash: OFAC Announces New Reporting Requirement for Financial Institutions Under the REPO for Ukrainians Act

The supplemental appropriations legislation signed into law on April 24, 2024 enacted numerous high-profile provisions addressing aspects of U.S. foreign policy and national security, including provisions that broaden and…more

Compliance, Economic Sanctions, Financial Services Industry, Foreign Policy, Interim Final Rules (IFR)

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Inflation Reduction Act of 2022 – Implications for Commercial Real Estate

On July 27, 2022, Senator Joe Manchin and Senate Majority Leader Chuck Schumer jointly announced that they had reached an agreement on the Inflation Reduction Act of 2022 (the “Act”). If enacted in its proposed form, the Act…more

Climate Change, Commercial Real Estate Market, Lenders, Price Inflation

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Nasdaq Proposes Modifications to Delisting Process for Securities Failing to Maintain Compliance with Minimum Bid Price Requirement

On August 6, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) submitted proposed rule changes to the U.S. Securities and Exchange Commission (“SEC”). If adopted, the revised rules would modify the Nasdaq delisting process in respect…more

Appeals, Bids, Compliance, Delisting, Investor Protection

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ISDA Releases Marshall Islands Netting Opinion

On December 15, 2023, the International Swaps and Derivatives Association, Inc. (“ISDA”) published its legal opinion (the “ISDA RMI Opinion”) as to the enforceability under the law of the Republic of the Marshall Islands of the…more

Derivatives, ISDA, Marshall Islands, Netting Agreements, Swap Dealers

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Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

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First Coinbase, Now Binance: Big Fish in Choppy Waters

Last week, the SEC took dead aim at Coinbase. This week, the CFTC did the same to Binance and its ubiquitous boss popularly known as CZ. On March 27, 2023, the Commodity Futures Trading Commission (“CFTC”) filed a civil…more

Anti-Money Laundering, CFTC, Civil Monetary Penalty, Coinbase, Compliance

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August 30 Deadline for TIC Form SHL

Memorandum to our Investment Management Clients and Friends - The Quinquennial Report of Foreign-Resident Holdings of U.S. Securities (“TIC Form SHL”) is a benchmark report used by the U.S. Department of the Treasury to…more

Broker-Dealer, Fair Market Value, Filing Requirements, Foreign Investment, Investment Management

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The New Investment Adviser Marketing Rule: Implications for CLO Managers and Arrangers

On December 20, 2020, the SEC adopted reforms under the Advisers Act which modernized rules that govern investment adviser advertising and payments to solicitors. On September 19, 2022, the SEC Division of Examinations published…more

Collateralized Loan Obligations, Compliance, Disclosure Requirements, Endorsements, Investment Adviser

See all updates »

5th Circuit District Courts Once Again Thwart the DOL’s Fiduciary Advice Regulatory Agenda

The effective dates of the Department of Labor’s new 2024 fiduciary advice rule (the “2024 Fiduciary Rule”) and the amendments to Prohibited Transaction Exemptions 84-24, 75-1, 77-4, 80-83, 83-1, 86-128, and 2020-02 (the…more

Administrative Procedure Act, Department of Labor (DOL), Employee Retirement Income Security Act (ERISA), Fiduciary Rule, Internal Revenue Code (IRC)

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Promissory Notes

A promissory note, in its simplest form, is an instrument by which a Borrower (the Maker) acknowledges its obligation to repay the Lender (the Payee). Historically, Lenders required Borrowers to enter into both a credit…more

Borrowers, Credit Agreements, Endorsements, Interest Rates, Lenders

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New Option: Rollover From 529 Account to Roth IRA

Federal income tax law offers tax advantages to taxpayers that save money in specially designated accounts earmarked for future educational expenses (“529 Accounts”).  In addition, federal income tax law also incentivizes saving…more

529 Plans, Beneficiaries, Contribution Limits, Education Expenses, Incentives

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2022 Year-End and 2023 Planning

As the year is drawing to a close, we offer you some general advice regarding year-end planning and updated inflation-adjusted figures for 2023. Annual Exclusion Gifts - In 2022, the annual exclusion amount is $16,000…more

529 Plans, Beneficiaries, Charitable Donations, Corporate Transparency Act, Estate Tax

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2022 Highlights from the Global Bank and Institutional Finance & Restructuring Group

$55B CLO/ Loan Facilities Represented several financial institutions in connection with CLOs (including middle-market CLOs), multi-currency loan facilities and warehouse transactions, as well as redemptions, re-pricings,…more

Banks, Consumer Lenders, Debt Restructuring, Financial Institutions, Institutional Investors

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2023 Seed Transactions Deal Points Study

Seed investments in hedge funds, private equity funds, private credit funds, and other investment vehicles continued to generate significant deal volume in 2023, according to the tenth annual Seward & Kissel Seed Transactions…more

Buyouts, Capital Raising, Exculpatory Clauses, Hedge Funds, Indemnification

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SEC Files First Reg BI Action Against Broker-Dealer

On June 15, 2022, the Securities and Exchange Commission (“SEC”) filed a complaint against California-based broker-dealer Western International Securities, Inc. (“Western”) alleging violations of Regulation Best Interest (“Reg…more

Best Interest Standard, Broker-Dealer, Enforcement Actions, Fiduciary Duty, Financial Services Industry

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Vineyard Wind Update: Offshore Cable Installation Underway

Submarine cable laying is well underway for the Vineyard Wind 1 windfarm located off the coast of Martha’s Vineyard. When operational (currently scheduled for later this year), Vineyard Wind 1 is expected to be America’s first…more

Infrastructure, Offshore Wind, Renewable Energy

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Net Asset Value Credit Facilities: Key Issues And The Current Market

Net asset value based credit facilities (“NAV Facilities”) are credit facilities pursuant to which the availability thereunder is based on the net asset value of the investments of the borrower, typically a private fund. The…more

Borrowers, Credit Facilities, Employee Retirement Income Security Act (ERISA), Insolvency, Interest Rates

See all updates »

2022 Year-End and 2023 Planning

As the year is drawing to a close, we offer you some general advice regarding year-end planning and updated inflation-adjusted figures for 2023. Annual Exclusion Gifts - In 2022, the annual exclusion amount is $16,000…more

529 Plans, Beneficiaries, Charitable Donations, Corporate Transparency Act, Estate Tax

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FinCEN Imposes New Reporting Requirements on LLCs and Other Entities

The Corporate Transparency Act (the “CTA”), a set of new regulations being implemented by the Financial Crimes Enforcement Network (“FinCEN”), requires entities newly formed or registered to do business in the United States on…more

Beneficial Owner, Beneficiaries, Corporate Transparency Act, Criminal Penalties, Deadlines

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2022 Year-End and 2023 Planning

As the year is drawing to a close, we offer you some general advice regarding year-end planning and updated inflation-adjusted figures for 2023. Annual Exclusion Gifts - In 2022, the annual exclusion amount is $16,000…more

529 Plans, Beneficiaries, Charitable Donations, Corporate Transparency Act, Estate Tax

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Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

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Private Equity Side Letters Post-ILPA 3.0

In June 2019, the Institutional Limited Partners Association (“ILPA”) released the third edition of its private equity industry best practices principles fostering transparency, governance and alignment of interests for general…more

Best Practices, Coronavirus/COVID-19, Disclosure Requirements, Environmental Social & Governance (ESG), Governance Standards

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2022 Year-End and 2023 Planning

As the year is drawing to a close, we offer you some general advice regarding year-end planning and updated inflation-adjusted figures for 2023. Annual Exclusion Gifts - In 2022, the annual exclusion amount is $16,000…more

529 Plans, Beneficiaries, Charitable Donations, Corporate Transparency Act, Estate Tax

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ISDA Releases Marshall Islands Netting Opinion

On December 15, 2023, the International Swaps and Derivatives Association, Inc. (“ISDA”) published its legal opinion (the “ISDA RMI Opinion”) as to the enforceability under the law of the Republic of the Marshall Islands of the…more

Derivatives, ISDA, Marshall Islands, Netting Agreements, Swap Dealers

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Final Tax Rules and Transitional Guidance for Broker Reporting

The Internal Revenue Service (“IRS”) recently finalized Treasury Regulations (the “Final Regulations”) and published two notices and a Revenue Procedure (the “Transitional Guidance”) for broker reporting of certain…more

Anti-Money Laundering, Brokers, Digital Assets, Fair Market Value, Final Rules

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Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

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July 2022 U.S. Federal Income Tax Updates

This Memorandum highlights several important U.S. federal income tax developments in the summer of 2022, including: (i) the Supreme Court agreeing to hear an FBAR penalty case, (ii) the Internal Revenue Service (“IRS”) issuing…more

Charitable Organizations, Conservation Easements, FBAR, Foreign Currency, Foreign Investment

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Reminder for 13F Filers: Deadline to Report Proxy Votes on Form N PX is August 31, 2024

Seward & Kissel is reminding its clients about the SEC’s new proxy vote reporting requirements that are applicable to certain institutional investment managers. The Form N‑PX filing deadline is August 31, 2024…more

Filing Deadlines, Proxy Voting, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

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Down to the Wire: Citibank Wins Big in Revlon Appeal

In a long-anticipated decision, on September 8, 2022, the United States Court of Appeals for the Second Circuit (the “Second Circuit”) vacated the judgment of the Southern District of New York (the “District Court”) in, In re…more

Appeals, Citibank, Corporate Counsel, Debt, Loans

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DOJ Announces Launch of New “Gap-Filling” Whistleblower Program

On March 7, 2024, Deputy Attorney General Lisa Monaco delivered the keynote remarks at the American Bar Association’s 39th National Institute on White Collar Crime. In her address, she announced a new, nationwide whistleblower…more

American Bar Association (ABA), CFTC, Corporate Misconduct, Department of Justice (DOJ), Enforcement Actions

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Countdown to Compliance with Tailored Shareholder Report Requirements: Key Considerations

In October 2022, the Securities and Exchange Commission (SEC) adopted amendments that will significantly alter the content, format and presentation of annual and semi-annual shareholder reports used by investment companies,…more

Corporate Governance, Investment Companies, Publicly-Traded Companies, Reporting Requirements, Securities and Exchange Commission (SEC)

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Down to the Wire: Citibank Wins Big in Revlon Appeal

In a long-anticipated decision, on September 8, 2022, the United States Court of Appeals for the Second Circuit (the “Second Circuit”) vacated the judgment of the Southern District of New York (the “District Court”) in, In re…more

Appeals, Citibank, Corporate Counsel, Debt, Loans

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"An Ounce of Prevention"...How to Reduce the Risk of Litigation and Enforcement Proceedings

To paraphrase what Ben Franklin may have been alluding to nearly 300 years ago in his famous quote, often the best approach when it comes to reducing the risk of litigation and government enforcement proceedings is to take…more

Anti-Corruption, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Money Laundering, California Consumer Privacy Act (CCPA)

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JD Supra Privacy Policy

Updated: Dec 28, 2021:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and companies and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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