Author Info for Vedder Price

E-Tailer Beware: The Seventh Circuit Clarifies the Framework for Enforceability of Digital E-Commerce Agreements

Does your company have website terms of use, or e-commerce terms? If so, it’s important to know whether those terms are enforceable…more

Disclosure Requirements, E-Commerce, Fees, Internet Retailers, Terms of Use

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Health Care Transactions Facing Increased Federal and State Regulatory Scrutiny

Private equity investments in health care to be subject to increased oversight from federal and state regulators, including antitrust officials - Federal and state governmental regulation of health care transactions continues…more

Acquisitions, Department of Health and Human Services (HHS), Department of Justice (DOJ), Federal Trade Commission (FTC), Hart-Scott-Rodino Act

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Rouzbeh Alipour

IRS Targets High-Income Non-Filers

High-income non-filers are being contacted by the Internal Revenue Service (“IRS”) about their tax noncompliance. The IRS announced on February 29, 2024 a new enforcement campaign focused on taxpayers at the high-end of the…more

Income Taxes, IRS, Tax Liability, Tax Planning, Tax Returns

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Nicholas Anaclerio

New Illinois Legislation to Make Using Temporary Labor Costlier and More Complicated

On Friday, June 16, 2023, the Illinois House sent H.B. 2862 to Governor J. B. Pritzker for signature. Significantly, this bill (which is introduced as an amendment to the Acupuncture Practice Act) effectuates material changes…more

Employer Liability Issues, Staffing Agencies, State Labor Laws, Temporary Employees

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Jeffrey Ansley

DOJ Announces New Programs, Continued Focus on Corporate Conduct & Other Highlights from the ABA 39th Annual National Institute on White Collar Crime

Fireside Chat with Attorney General Merrick Garland - A highlight of the conference was a fireside chat with Attorney General Merrick Garland. AG Garland first discussed the important lead the United States has with…more

Corporate Crimes, Corporate Misconduct, Criminal Prosecution, Department of Justice (DOJ), Popular

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Niovi Antoniou

Global Transportation Finance Newsletter December 2023

GIFT City: A Gift for Aircraft Lessors? Gujarat International Finance Tec-City (GIFT City) was established in 2007 as India’s first operational smart city and an emerging global financial and IT services hub located in…more

Aircraft, Aircraft Financing, Carbon Emissions, Climate Change, Greenhouse Gas Emissions

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James Arpaia

Regulation Best Interest Update OCIE Risk Alert on Initial Examinations

On April 7, 2020, the Securities and Exchange Commission’s (the “SEC” or the “Staff”) Office of Compliance Inspections and Examinations (“OCIE”) issued a Risk Alert1 to provide broker-dealers and their associated persons…more

Broker-Dealer, Compliance, Conflicts of Interest, Coronavirus/COVID-19, Disclosure

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Anthony Ashley

FTC Rule Banning Non-Competes Held to Be Unlawful Agency Action and Set Aside

Judge Ada E. Brown of the Northern District of Texas this afternoon granted summary judgment in favor of Ryan, LLC and the plaintiff-intervenors in the case of Ryan, LLC v. Federal Trade Commission challenging the FTC’s ban on…more

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

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Christopher Barrett

Illinois General Assembly Passes Bill to Require Annual Reporting of Board Diversity Information - Bill intended to provide data to support future policy changes to address underrepresentation of women and minorities on public company boards.

On Saturday, June 1, 2019, The Illinois General Assembly passed a bill (the “Diversity Disclosure Bill”) requiring most publicly held companies organized or headquartered in Illinois to include detailed demographic diversity…more

Board of Directors, Corporate Governance, Diversity, Gender Equity, Investment Funds

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Marguerite Bateman

Board Oversight in the Age of COVID-19: Part Six

Part 6 of a weekly series detailing approaches that independent board members are utilizing to address coronavirus-related matters and highlighting emerging issues. Part 1, Part 2, Part 3, Part 4 and Part 5 of the series may be…more

Board Meetings, Business Continuity Plans, Business Valuations, Funding, Virtual Meetings

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Elizabeth Baxter

SEC Settles Enforcement Proceedings Against Adviser Regarding Alleged “Pay-to-Play” Political Contribution

On April 15, 2024, the SEC announced the settlement of administrative proceedings brought against a registered investment adviser for alleged violations of Section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-5…more

Government Officials, Pay-To-Play, Political Contributions, Securities and Exchange Commission (SEC)

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Steven Berger

Highlights from 2024 ALI-CLE Accountants’ Liability Conference

The annual ALI-CLE Accountants’ Liability Conference occurred in Washington, D.C. on May 16 and 17, 2024 and was co-hosted by Junaid A. Zubairi, Chair of Vedder Price’s Government Investigations and White Collar Defense group,…more

Accountants, Auditors, Audits, PCAOB, Securities and Exchange Commission (SEC)

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Adam Beringer

The COVID-19 10-Point Aircraft Lessor Checklist

At this time, the full effects and repercussions of the COVID-19 outbreak are uncertain. However, one thing that is certain is that leasing companies are receiving, and will continue to receive, requests from lessees across the…more

Aircraft Financing, Coronavirus/COVID-19, Financial Leasing Agreements

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Amy Bess

CARES Act Payroll Tax Credits, Unemployment Benefits Enhancements, and Lending Programs Impact Compensation, Furlough, and Layoff Strategies

The Coronavirus Aid, Relief, and Economic Security Act, commonly known as the CARES Act (the “Act”), enacted March 27, 2020, contains several interrelated elements that employers should consider when making decisions about…more

CARES Act, Furloughs, Layoffs, Lending Programs, Paycheck Protection Program (PPP)

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Nitya Bhardwaj

Highlights from SEC Speaks 2024: Chair/Commissioner Remarks and Litigation and Enforcement Trends

The U.S. Securities and Exchange Commission (the “SEC”) held its annual SEC Speaks conference—after a hiatus in 2023—on April 3 and 4, 2024 in Washington, D.C. The conference featured remarks from Chair Gary Gensler,…more

Disclosure Requirements, Enforcement Actions, Investors, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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John Blatchford

Business Considerations: CARES Act Corporate Governance, Compensation and Employee-Related Obligations

On March 27, 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act or CARES Act (the “Act”). Subtitle A of Title IV of the Act, the “Coronavirus Economic Stabilization Act of 2020, creates a…more

Aviation Industry, Business Closures, Business Interruption, Business Losses, Business Taxes

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Eugene Boyle

NLRB’s New Joint Employer Test Significantly Expands Circumstances Under Which Separate Entities Will Be Deemed Joint Employers

On October 26, 2023, the National Labor Relations Board (“NLRB” or “Board”) issued its long-awaited final rule establishing a new standard for determining when two employers are joint employers under the National Labor Relations…more

Employer Liability Issues, Franchises, Franchisors, Joint Employers, NLRB

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John Bradley

Global Transportation Finance Newsletter - December 2019

Apollo Settles Alleged Sanctions Violations: Aircraft Lessors Pay Attention - The Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury has broad delegated authority to administer and enforce the…more

Aircraft Sales, Aviation Industry, Civil Monetary Penalty, Compliance, Economic Sanctions

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Courtney Brown

Highlights from 2024 ALI-CLE Accountants’ Liability Conference

The annual ALI-CLE Accountants’ Liability Conference occurred in Washington, D.C. on May 16 and 17, 2024 and was co-hosted by Junaid A. Zubairi, Chair of Vedder Price’s Government Investigations and White Collar Defense group,…more

Accountants, Auditors, Audits, PCAOB, Securities and Exchange Commission (SEC)

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Angelo Bufalino

Supreme Court Rules That "Generic.com" Trademarks Are Eligible for Federal Registration

In its recent decision in USPTO v. Booking.com, the U.S. Supreme Court declined to adopt a sweeping rule that would automatically render “generic.com” marks unregistrable. This opens the door for future applicants to apply for…more

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

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John Burke

Brexit and IP: 4 Things You Should Know

I. What is Brexit? Brexit (short for “British exit”) is the United Kingdom’s (the “UK”—England, Scotland, Wales and Northern Ireland) decision to leave the European Union (the “EU”—28 countries, including the UK). The UK joined…more

Copyright, Design Registration, EU, European Economic Area (EEA), Intellectual Property Protection

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Justine Chilvers

Buyer Beware: Court Upholds Punitive Damages Waiver in Case Alleging Fraud for "New" Aircraft Sale

In a recent decision, the Texas Supreme Court upheld a contractual waiver of punitive damages despite a finding of fraud by the seller in the sale of a supposedly new aircraft that instead contained used and repaired engines…more

Aircraft, Aircraft Sales, Breach of Contract, Contract Disputes, Contract Terms

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Marie Christiansen

Highlights from SEC Speaks 2024: Chair/Commissioner Remarks and Litigation and Enforcement Trends

The U.S. Securities and Exchange Commission (the “SEC”) held its annual SEC Speaks conference—after a hiatus in 2023—on April 3 and 4, 2024 in Washington, D.C. The conference featured remarks from Chair Gary Gensler,…more

Disclosure Requirements, Enforcement Actions, Investors, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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Thomas Cimino Jr.

Delaware Supreme Court Upholds Federal Forum Provisions in Corporate Charters for Section 11 Claims as “Intra-Corporate Affairs”

Last week, in a unanimous reversal of the state’s Chancery Court, the Delaware Supreme Court upheld the validity of federal-forum provisions found in the charters of three Delaware-incorporated companies (Blue Apron Inc., Roku,…more

Forum, Securities Act of 1933, Shareholders

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Bryan Clark

NetChoice Succeeds in Striking Down Utah Social Media Law Under First Amendment

A federal court last week sustained a First Amendment challenge to a Utah law aimed at addressing the use of social media platforms by minors, holding that the law’s proponents failed to demonstrate that the law served a…more

First Amendment, Moody v NetChoice LLC, Online Platforms, Social Media, Social Networks

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Christopher Collins

New Law Requires Greater Chicago Metropolitan Area Employers to Provide Pre-Tax Transit Benefits

Starting January 1, 2024, a new Illinois law will require employers in the greater Chicago metropolitan area with 50 or more covered employees within one mile of a fixed-route public transit service to provide their full-time…more

Covered Employees, Covered Employer, Employer Liability Issues, Public Transit, Public Transportation

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Brooke Conner

SEC v. Jarkesy: A Divided Supreme Court Holds That the SEC Cannot Seek Civil Penalties through an Administrative Proceeding

On June 27, 2024, the United States Supreme Court (the “Court”) affirmed the Fifth Circuit’s ruling in SEC v. Jarkesy and held that a defendant facing civil penalties in a securities fraud claim brought by the Securities and…more

Administrative Authority, Administrative Law Judge (ALJ), Administrative Proceedings, Civil Monetary Penalty, Enforcement Actions

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Brent Connor

Latest Round of Russia Sanctions Targets Foreign Financial Institutions Supporting Russia's Military-Industrial Base

On December 22, 2023, President Biden issued Executive Order (E.O.) 14114 further addressing the Russian Federation’s (Russia) continued use of its military-industrial base to support its aggression against Ukraine and to…more

Biden Administration, Economic Sanctions, Executive Orders, Financial Transactions, Foreign Financial Institutions (FFI)

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Fernanda Contreras

Can I Please Get Four Shots of Espresso Instead of Two?

The Supreme Court Rejects a Watered-Down Approach to Preliminary Injunctions - On June 13, 2024, the United States Supreme Court held that when considering the National Labor Relation Board’s (the “Board” or “NLRB”) request…more

NLRB, Preliminary Injunctions, SCOTUS, Starbucks, Starbucks Corp. v McKinney

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Rachel Copenhaver

Highlights from 2024 ALI-CLE Accountants’ Liability Conference

The annual ALI-CLE Accountants’ Liability Conference occurred in Washington, D.C. on May 16 and 17, 2024 and was co-hosted by Junaid A. Zubairi, Chair of Vedder Price’s Government Investigations and White Collar Defense group,…more

Accountants, Auditors, Audits, PCAOB, Securities and Exchange Commission (SEC)

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Daniel Cunix

Guaranty Enforcement in a Time of Rent Deferrals and Other Economic Accommodations

Due to the ongoing COVID-19 pandemic, lessees and lessors across many industries are attempting to ease economic tensions by agreeing to certain accommodations in respect of lessees’ obligations. In the aviation industry, this…more

Aircraft Financing, Aircraft Sales, Aviation Industry, Coronavirus/COVID-19, Economic Sanctions

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Allison Czerniak

DOL Proposes Rule That Will Raise the Minimum Salary Threshold for Overtime Eligibility under the FLSA

On August 30, 2023, the U.S. Department of Labor (“DOL”) issued a new proposed rule pursuant to which certain workers who are otherwise exempt will be eligible for overtime pay if they do not receive an annual salary or total…more

Department of Labor (DOL), Exempt-Employees, Fair Labor Standards Act (FLSA), Highly Compensated Employees, Minimum Salary

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Samuel Deau

Highlights from SEC Speaks 2024: Chair/Commissioner Remarks and Litigation and Enforcement Trends

The U.S. Securities and Exchange Commission (the “SEC”) held its annual SEC Speaks conference—after a hiatus in 2023—on April 3 and 4, 2024 in Washington, D.C. The conference featured remarks from Chair Gary Gensler,…more

Disclosure Requirements, Enforcement Actions, Investors, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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Sara DeBlaze

Presidential Proclamation Suspending Entry For Nonimmigrants Seeking To Enter U.S. On H-1B, H-2B, J And L Visas

On June 22, 2020, the President issued an extension and expansion of a previously issued Proclamation that suspends the entry of certain foreign nationals into the United States. The previous Proclamation suspended the issuance…more

F-1 Visa, Foreign Nationals, Foreign Workers, H-1B, H-2B

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Thomas Dee

The FTC Adopts Final Rule Banning Employee Non-Compete Agreements

On Tuesday, April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2 to adopt a Final Rule banning virtually all non-compete agreements between employers and employees. The Final Rule will not go into effect until 120…more

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

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Peyton Demith

Navigating the New OSHA Walkaround Rule

The U.S. Department of Labor’s announcement of the final rule concerning Occupational Safety and Health Administration (“OSHA”) inspections has employers ringing alarm bells. Set to take effect on May 31, 2024, the rule amends…more

Employer Liability Issues, OSHA, Safety Inspections, Workplace Hazards, Workplace Safety

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Thomas Desmond

Business Considerations: CARES Act Corporate Governance, Compensation and Employee-Related Obligations

On March 27, 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act or CARES Act (the “Act”). Subtitle A of Title IV of the Act, the “Coronavirus Economic Stabilization Act of 2020, creates a…more

Aviation Industry, Business Closures, Business Interruption, Business Losses, Business Taxes

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Katherine Devlin

DOJ Announces New Programs, Continued Focus on Corporate Conduct & Other Highlights from the ABA 39th Annual National Institute on White Collar Crime

Fireside Chat with Attorney General Merrick Garland - A highlight of the conference was a fireside chat with Attorney General Merrick Garland. AG Garland first discussed the important lead the United States has with…more

Corporate Crimes, Corporate Misconduct, Criminal Prosecution, Department of Justice (DOJ), Popular

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Mark Ditto

Guaranty Enforcement in a Time of Rent Deferrals and Other Economic Accommodations

Due to the ongoing COVID-19 pandemic, lessees and lessors across many industries are attempting to ease economic tensions by agreeing to certain accommodations in respect of lessees’ obligations. In the aviation industry, this…more

Aircraft Financing, Aircraft Sales, Aviation Industry, Coronavirus/COVID-19, Economic Sanctions

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Mary Donohue

Federal Regulators Issue Updated Guidance on Liquidity Risks and Contingency Planning

On July 28, 2023, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the National Credit Union Administration (the “NCUA”) and the Office of the Comptroller…more

Banking Sector, Banks, Contingency Plans, Federal Reserve

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Tamara Droubi

DOJ Announces New Programs, Continued Focus on Corporate Conduct & Other Highlights from the ABA 39th Annual National Institute on White Collar Crime

Fireside Chat with Attorney General Merrick Garland - A highlight of the conference was a fireside chat with Attorney General Merrick Garland. AG Garland first discussed the important lead the United States has with…more

Corporate Crimes, Corporate Misconduct, Criminal Prosecution, Department of Justice (DOJ), Popular

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Joshua Dunn

Highlights from 2019 ALI-CLE Accountants’ Liability Program

Junaid A. Zubairi, Chair of Vedder Price’s Government Enforcement and Special Investigations group, served as co-chair of the 2019 ALI-CLE Accountants’ Liability program on October 17 and 18, 2019 in Washington, DC. The program…more

Audits, Chief Compliance Officers, Enforcement Actions, Enforcement Statistics, FASB

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Jennifer Durham King

FinCEN Issues Proposed Rule to Enhance Financial Institutions’ AML/CFT Programs

On June 28, 2024, in an effort to bolster financial institutions’ anti-money laundering and countering the financing of terrorism (“AML/CFT”) programs, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network…more

AML/CFT, Bank Secrecy Act, Financial Institutions, FinCEN, Popular

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Deborah Bielicke Eades

Second Circuit Affirms Lower Court Decision Regarding Closed-End Fund Control Share Bylaw Provision

The U.S. Court of Appeals for the Second Circuit upheld a ruling of the U.S. District Court for the Southern District of New York that invalidates control share bylaw provisions adopted by certain closed-end funds organized as…more

Bylaws, Corporate Governance, Securities and Exchange Commission (SEC), Shareholders

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Devin Eager

Two Federal District Courts Stay DOL Fiduciary Rule

On July 25, 2024, the U.S. District Court for the Eastern District of Texas stayed the U.S. Department of Labor’s (DOL) recently-issued final rule, set to take effect September 23, 2024, which would amend the definition of an…more

Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA), Fiduciary Rule, Individual Retirement Account (IRA)

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Rachel Easton

The King’s Speech: Labour’s plans for employment law reforms in the UK

On 17 July 2024, the King delivered his speech at the State Opening of Parliament and the new UK Labour Government’s legislative programme for the year ahead were unveiled…more

Employer Liability Issues, Hiring & Firing, International Labor Laws, UK, Wage and Hour

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Jonathan Edgelow

EU General Data Protection Regulation: A Summary for Non-EU Businesses

The EU’s General Data Protection Regulation (679/2016/EU), the GDPR, comes into force across the EU on 25 May 2018. As it is being made by regulation the GDPR, unlike the existing Data Protection Directive (implemented into the…more

Consent, Data Breach, Data Processors, Data Protection Officers (DPOs), Enforcement Actions

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Andrew Falevich

Tax Reform’s Impact on Transportation Finance Transactions

New tax legislation was signed into law on December 22, 2017 (the Act). The Act lowers the corporate rate from a top graduated rate of 35 percent to a flat rate of 21 percent. Under the Act individuals and certain non-corporate…more

Alternative Minimum Tax, Bonus Depreciation, Business Income, Business Taxes, Corporate Taxes

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Jason Faust

Recent Guidance Regarding Employee Benefit Plans

There has been a recent flurry of regulatory guidance issued affecting employee benefit plans. Most of the guidance addresses challenges specifically created by the COVID-19 pandemic, while other guidance is applicable…more

Cafeteria Plans, COBRA, Deadlines, Department of Labor (DOL), Employee Benefits

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Andrew Figueroa

Highlights from SEC Speaks 2024: Chair/Commissioner Remarks and Litigation and Enforcement Trends

The U.S. Securities and Exchange Commission (the “SEC”) held its annual SEC Speaks conference—after a hiatus in 2023—on April 3 and 4, 2024 in Washington, D.C. The conference featured remarks from Chair Gary Gensler,…more

Disclosure Requirements, Enforcement Actions, Investors, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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James Garvey

The FTC Adopts Final Rule Banning Employee Non-Compete Agreements

On Tuesday, April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2 to adopt a Final Rule banning virtually all non-compete agreements between employers and employees. The Final Rule will not go into effect until 120…more

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

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John Geager

Global Transportation Finance Newsletter December 2023

GIFT City: A Gift for Aircraft Lessors? Gujarat International Finance Tec-City (GIFT City) was established in 2007 as India’s first operational smart city and an emerging global financial and IT services hub located in…more

Aircraft, Aircraft Financing, Carbon Emissions, Climate Change, Greenhouse Gas Emissions

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Cameron Gee

COVID-19 and MAC in Financing Agreements

The MAC provision - A material adverse change (“MAC”) provision (depending on where or how it is used) typically references a material adverse change in the business, assets, properties, liabilities, operations, condition or…more

Affirmative Defenses, Borrowers, Burden of Proof, Contract Terms, Coronavirus/COVID-19

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Bill Gibson

LIBOR Benchmark Replacement – “it’s time to get off the SOFR” – an overview of the impact of LIBOR transition on aircraft financing and leasing transactions

It’s time to face up to the fact that financial market participants will soon no longer be able to rely on LIBOR. No one can claim that this comes as a surprise. In 2014, in response to concerns about the reliability and…more

Aircraft, Aircraft Sales, Alternative Reference Rates Committee (ARRC), Benchmarks, Best Practices

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Adam Goldman

Fifth Circuit Vacates Private Fund Adviser Rules

In a 3-0 decision, the Fifth Circuit Court of Appeals vacated the SEC’s private fund adviser rules (“Final Rule”). Each component of the Final Rule was vacated, including the Private Fund Audit Rule, Private Fund Quarterly…more

Investment Adviser, Investment Advisers Act of 1940, Investors, Private Funds, Securities and Exchange Commission (SEC)

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Hope Goldstein

Unionization Upon Demand:NLRB Announces Most Significant Change to Labor Law in 50 Years

Today, in perhaps the most significant change in federal labor law in more than 50 years, the National Labor Relations Board (“NLRB” or “Board”) announced a new framework that determines when employers are required to recognize…more

Employer Liability Issues, Federal Labor Laws, NLRB, Unions

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Arianna Goodman

DOJ Announces New Programs, Continued Focus on Corporate Conduct & Other Highlights from the ABA 39th Annual National Institute on White Collar Crime

Fireside Chat with Attorney General Merrick Garland - A highlight of the conference was a fireside chat with Attorney General Merrick Garland. AG Garland first discussed the important lead the United States has with…more

Corporate Crimes, Corporate Misconduct, Criminal Prosecution, Department of Justice (DOJ), Popular

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Jack Goold

Global Transportation Finance Newsletter - June 2020

Can Airlines Seek Relief under EETC Financing? Due to the ongoing COVID-19 pandemic and the resulting economic malaise, lenders and investors are seeing a flood of requests from borrowers and issuers for relief on debt…more

Aircraft Financing, Aircraft Sales, Aviation Industry, Coronavirus/COVID-19, Economic Sanctions

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Heidemarie Gregoriev

SEC Proposes Significant Form and Rule Amendments for the Registration of Index-Linked Annuities

On September 29, 2023, the SEC proposed significant form and rule amendments to establish a tailored registration form for index-linked annuities, as directed by Congress under the Registered Index-Linked Annuities Act of 2022…more

Annuities, Proposed Amendments, Securities Act of 1933, Securities and Exchange Commission (SEC)

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Edward Gross

Federal Safe Harbor from Liability Expanded for Aircraft Lenders and Lessors

After many years of congressional stalemates, the long awaited five-year reauthorization for the Federal Aviation Administration (the FAA) became federal law when signed by President Trump on October 5, 2018 (the Reauthorization…more

Aircraft Financing, Aircraft Sales, Federal Aviation Administration (FAA), Investors, Lenders

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Elizabeth Hall

The Supreme Court Seemingly Lowers the Bar for Finding an Adverse Action under Title VII

On April 17, 2024, the Supreme Court announced its unanimous decision in Muldrow v. City of St. Louis, Missouri, No. 22-193. In Muldrow, the Court held that while an employee challenging a job transfer under Title VII of the…more

Adverse Employment Action, Civil Rights Act, Employee Transfers, Employer Liability Issues, Employment Litigation

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Thomas Hancuch

New Law Requires Greater Chicago Metropolitan Area Employers to Provide Pre-Tax Transit Benefits

Starting January 1, 2024, a new Illinois law will require employers in the greater Chicago metropolitan area with 50 or more covered employees within one mile of a fixed-route public transit service to provide their full-time…more

Covered Employees, Covered Employer, Employer Liability Issues, Public Transit, Public Transportation

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Marylyn Harrell

Second Circuit Affirms Lower Court Decision Regarding Closed-End Fund Control Share Bylaw Provision

The U.S. Court of Appeals for the Second Circuit upheld a ruling of the U.S. District Court for the Southern District of New York that invalidates control share bylaw provisions adopted by certain closed-end funds organized as…more

Bylaws, Corporate Governance, Securities and Exchange Commission (SEC), Shareholders

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Ryan Hedges

DOJ Announces New Programs, Continued Focus on Corporate Conduct & Other Highlights from the ABA 39th Annual National Institute on White Collar Crime

Fireside Chat with Attorney General Merrick Garland - A highlight of the conference was a fireside chat with Attorney General Merrick Garland. AG Garland first discussed the important lead the United States has with…more

Corporate Crimes, Corporate Misconduct, Criminal Prosecution, Department of Justice (DOJ), Popular

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Brett Heinrich

USEPA’s Temporary Policy Suspending Enforcement Terminates August 31, 2020

On June 29, 2020, USEPA issued a memorandum on a termination addendum to the COVID-19 temporary enforcement policy. USEPA has selected August 31, 2020, as the termination date for the temporary enforcement policy, as it…more

Coronavirus/COVID-19, Enforcement, Environmental Protection Agency (EPA), New Guidance, State and Local Government

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Ellen Hemminger

Final Rule for Pregnant Workers Fairness Act Takes Effect as Scheduled for Most Employers, Despite Legal Challenges

On June 18, 2024, the Final Rule implementing and interpreting the Pregnant Workers Fairness Act (“PWFA” or the “Act”) took effect as scheduled for most employers, despite several legal challenges that sought to block it…more

Employee Rights, Employer Liability Issues, Equal Employment Opportunity Commission (EEOC), Final Rules, Pregnancy

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David Hernandez

Latest Round of Russia Sanctions Targets Foreign Financial Institutions Supporting Russia's Military-Industrial Base

On December 22, 2023, President Biden issued Executive Order (E.O.) 14114 further addressing the Russian Federation’s (Russia) continued use of its military-industrial base to support its aggression against Ukraine and to…more

Biden Administration, Economic Sanctions, Executive Orders, Financial Transactions, Foreign Financial Institutions (FFI)

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Eleanor Hudson Callaway

The FTC Adopts Final Rule Banning Employee Non-Compete Agreements

On Tuesday, April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2 to adopt a Final Rule banning virtually all non-compete agreements between employers and employees. The Final Rule will not go into effect until 120…more

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

See all updates »

Eric Hyla

Highlights from SEC Speaks 2024: Chair/Commissioner Remarks and Litigation and Enforcement Trends

The U.S. Securities and Exchange Commission (the “SEC”) held its annual SEC Speaks conference—after a hiatus in 2023—on April 3 and 4, 2024 in Washington, D.C. The conference featured remarks from Chair Gary Gensler,…more

Disclosure Requirements, Enforcement Actions, Investors, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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John Imhof Jr.

Maritime Cases to Watch: American Cruise Lines v. United States, No. 22 1029 (2d Cir. Mar. 6, 2022)

In February 2022, the 386-passenger U.S.-documented river cruise vessel VIKING MISSISSIPPI, which was built to transport passengers to and from shoreside expeditions up and down the Mississippi River, floated out at LaShip…more

Cruise Ships, MARAD, Maritime Transport, Vessels

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Nusra Ismail

SEC v. Jarkesy: A Divided Supreme Court Holds That the SEC Cannot Seek Civil Penalties through an Administrative Proceeding

On June 27, 2024, the United States Supreme Court (the “Court”) affirmed the Fifth Circuit’s ruling in SEC v. Jarkesy and held that a defendant facing civil penalties in a securities fraud claim brought by the Securities and…more

Administrative Authority, Administrative Law Judge (ALJ), Administrative Proceedings, Civil Monetary Penalty, Enforcement Actions

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Daniel Jackson

The “DISH” on Unilateral Revocation: Another U.S. District Court Holds No Unilateral Revocation of Consent under the TCPA

On August 9, 2018, the United States District Court for the Northern District of Alabama agreed with the Second Circuit Court of Appeals decision in Reyes v. Lincoln Auto. Fin. Servs., 861 F.3d (2d Cir. 2017), which held that…more

Appeals, ATDS, Auto-Dialed Calls, Debt Collectors, Dish Network

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Kate Jungers

Cybersecurity Sheriffs Continue to Multiply and Crack Down – New SEC Rule Amps Up Public Company Pressure

Last week, a sharply divided U.S. Securities and Exchange Commission (“SEC”) significantly increased reporting requirements on public companies by adopting a Cybersecurity Risk Management, Strategy, Governance, and Incident…more

Cyber Incident Reporting, Cybersecurity, Disclosure Requirements, Final Rules, Form 8-K

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Grant Kaiser

IRS Targets High-Income Non-Filers

High-income non-filers are being contacted by the Internal Revenue Service (“IRS”) about their tax noncompliance. The IRS announced on February 29, 2024 a new enforcement campaign focused on taxpayers at the high-end of the…more

Income Taxes, IRS, Tax Liability, Tax Planning, Tax Returns

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David Kane

The Federal Reserve Provides Liquidity to Banks Participating in the Paycheck Protection Program

On April 9, 2020, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued guidance for banks that wish to participate in the Federal Reserve’s Paycheck Protection Program Lending Facility (the “PPPL…more

CARES Act, Coronavirus/COVID-19, Federal Reserve, Interim Rule, Paycheck Protection Program (PPP)

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James Kane

Federal Regulators Issue Updated Guidance on Liquidity Risks and Contingency Planning

On July 28, 2023, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the National Credit Union Administration (the “NCUA”) and the Office of the Comptroller…more

Banking Sector, Banks, Contingency Plans, Federal Reserve

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Jaime Lynn Ke'alohilani Rosenberg

Latest Round of Russia Sanctions Targets Foreign Financial Institutions Supporting Russia's Military-Industrial Base

On December 22, 2023, President Biden issued Executive Order (E.O.) 14114 further addressing the Russian Federation’s (Russia) continued use of its military-industrial base to support its aggression against Ukraine and to…more

Biden Administration, Economic Sanctions, Executive Orders, Financial Transactions, Foreign Financial Institutions (FFI)

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Ariel Kelly

Seventh Circuit Clarifies that Employers May Be Obligated to Offer an Accommodation Relevant to an Employee’s Work Commute

In EEOC v. Charter Communications, LLC, 75 F. 4th 729 (7th Cir. 2023), an employee requested to work an earlier shift because he could not safely drive from work at night due to a vision impairment. Of note, the employee did…more

Corporate Counsel, Employer Liability Issues, Employment Litigation, Equal Employment Opportunity Commission (EEOC), Reasonable Accommodation

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James Kilner

LIBOR Benchmark Replacement – “it’s time to get off the SOFR” – an overview of the impact of LIBOR transition on aircraft financing and leasing transactions

It’s time to face up to the fact that financial market participants will soon no longer be able to rely on LIBOR. No one can claim that this comes as a surprise. In 2014, in response to concerns about the reliability and…more

Aircraft, Aircraft Sales, Alternative Reference Rates Committee (ARRC), Benchmarks, Best Practices

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Ji Woon Kim

Global Transportation Finance Newsletter - June 2017

So, what is LIBOR? LIBOR—the London Interbank Offered Rate—is one of the most ubiquitous benchmarks for determining short-term interest rates in bank (and other) lending. LIBOR rates are short-term fixed rates quoted for…more

Banking Sector, Benchmarks, Chapter 11, Commercial Bankruptcy, Contract Terms

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Blaine Kimrey

NetChoice Succeeds in Striking Down Utah Social Media Law Under First Amendment

A federal court last week sustained a First Amendment challenge to a Utah law aimed at addressing the use of social media platforms by minors, holding that the law’s proponents failed to demonstrate that the law served a…more

First Amendment, Moody v NetChoice LLC, Online Platforms, Social Media, Social Networks

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Frederic Knape

The FTC Adopts Final Rule Banning Employee Non-Compete Agreements

On Tuesday, April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2 to adopt a Final Rule banning virtually all non-compete agreements between employers and employees. The Final Rule will not go into effect until 120…more

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

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Joseph Kye

Earnouts Back on the Rise in M&A Transactions: What Purchasers, Sellers and Lenders Need to Know

The pace of earnouts accelerates in M&A transactions whenever market conditions create a value gap between seller price expectations and buyer confidence levels. Earnouts are most common when the volume of merger and…more

Acquisitions, Buyers, Earn-Outs, Lenders, Mergers

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Jordan Labkon

ICAO CORSIA Update: Compliance Complexities Under ICAO’s New Carbon Offsetting Scheme

Airlines and airline associations have broadly welcomed ICAO’s new carbon offsetting scheme, scheduled to commence on January 1, 2019. However, the scheme’s Standards and Recommended Practices (the SARPs) impose an immediate…more

Aircraft Financing, Airlines, Carbon Emissions, Carbon Offset and Reduction Scheme for International Aviation (CORSIA), EU

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Julie Langdon

The Deadlines for MoCRA are Rapidly Approaching: Are Cosmetic Manufacturers, Packers and Distributors Ready?

The Modernization of Cosmetic Regulations Act of 2022 (MoCRA) is part of the Food and Drug Omnibus Reform Act of 2022 (FDORA) that President Biden signed into law late last year. MoCRA greatly expands the FDA’s oversight…more

Cosmetics, Final Guidance, Food and Drug Administration (FDA), Manufacturers, Modernization of Cosmetics Regulation Act of 2022 (MoCRA)

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Matthew Larvick

Key Tax Provisions Affecting Businesses Contained in the CARES Act

The economic aid and recovery bill that has been the subject of heated debate within Congress and much coverage in the news media was signed into law by President Trump on March 27, 2020. The new law, known as the “Coronavirus…more

Alternative Minimum Tax, Business Losses, CARES Act, Charitable Donations, Coronavirus/COVID-19

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Brian Ledebuhr

Seventh Circuit Follows Illinois Supreme Court Precedent And Finds BIPA Claims Timely

In a ruling that maintains the status quo created by the Illinois Supreme Court’s holding in Cothron v. White Castle System, Inc., 2023 IL 128004, the Seventh Circuit recently affirmed the trial court’s ruling that certain of…more

Biometric Information, Biometric Information Privacy Act, Data Collection, Fingerprints

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Randall Lending

The FTC Adopts Final Rule Banning Employee Non-Compete Agreements

On Tuesday, April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2 to adopt a Final Rule banning virtually all non-compete agreements between employers and employees. The Final Rule will not go into effect until 120…more

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

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Amy Lewis

IRS Says Forgiven PPP Loans Result in Loss of Deductions; Congress May Change That Result

The Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, was signed into law by President Trump on March 27, 2020. One of the key economic aid provisions for businesses contained in the Act was the Paycheck…more

CARES Act, Internal Revenue Code (IRC), IRS, Loan Forgiveness, Paycheck Protection Program (PPP)

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James Looby

Colorado Requires Holiday Incentive Pay to Be Included in the Regular Rate of Pay

In a recent decision, the Colorado Supreme Court reminded employers that state law often differs from federal law when it comes to properly paying employers. One such area involves calculating the regular rate of pay for…more

Employer Liability Issues, Fair Labor Standards Act (FLSA), Over-Time, Wage and Hour

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Kevin MacLeod

Can Airlines Seek Relief under EETC Financing?

Due to the ongoing COVID-19 pandemic and the resulting economic malaise, lenders and investors are seeing a flood of requests from borrowers and issuers for relief on debt service payments. For private financings where there is…more

Aircraft Financing, Aircraft Sales, Aviation Industry, Bankruptcy Code, Coronavirus/COVID-19

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Joseph Mannon

Fifth Circuit Vacates Private Fund Adviser Rules

In a 3-0 decision, the Fifth Circuit Court of Appeals vacated the SEC’s private fund adviser rules (“Final Rule”). Each component of the Final Rule was vacated, including the Private Fund Audit Rule, Private Fund Quarterly…more

Investment Adviser, Investment Advisers Act of 1940, Investors, Private Funds, Securities and Exchange Commission (SEC)

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John Marten

SEC Adopts Amendments to Fund Names Rule, Broadening the Scope of Funds that Must Comply

On September 20, 2023, the SEC adopted amendments to the investment company names rule, Rule 35d-1 under the Investment Company Act of 1940. According to SEC estimates, the amendments will bring approximately 2,200 funds that…more

Amended Rules, Disclosure Requirements, Investment Company Act of 1940, Securities and Exchange Commission (SEC)

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Jonathan Maude

The King’s Speech: Labour’s plans for employment law reforms in the UK

On 17 July 2024, the King delivered his speech at the State Opening of Parliament and the new UK Labour Government’s legislative programme for the year ahead were unveiled…more

Employer Liability Issues, Hiring & Firing, International Labor Laws, UK, Wage and Hour

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Brian McCalmon

Health Care Transactions Facing Increased Federal and State Regulatory Scrutiny

Private equity investments in health care to be subject to increased oversight from federal and state regulators, including antitrust officials - Federal and state governmental regulation of health care transactions continues…more

Acquisitions, Department of Health and Human Services (HHS), Department of Justice (DOJ), Federal Trade Commission (FTC), Hart-Scott-Rodino Act

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Daniel McKay, II

FinCEN Issues Proposed Rule to Enhance Financial Institutions’ AML/CFT Programs

On June 28, 2024, in an effort to bolster financial institutions’ anti-money laundering and countering the financing of terrorism (“AML/CFT”) programs, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network…more

AML/CFT, Bank Secrecy Act, Financial Institutions, FinCEN, Popular

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Shalyn McKitt

HHS Final Rule Imposes New Civil Money Penalties for Information Blocking

On June 27, 2023, the Department of Health and Human Services (HHS), Office of Inspector General (OIG), posted a final rule on its website that amends the civil money penalty (CMP) regulations under the Information Blocking…more

Civil Monetary Penalty, Department of Health and Human Services (HHS), Final Rules, Health Care Providers

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Dana Mehlman

Global Transportation Finance Newsletter December 2023

GIFT City: A Gift for Aircraft Lessors? Gujarat International Finance Tec-City (GIFT City) was established in 2007 as India’s first operational smart city and an emerging global financial and IT services hub located in…more

Aircraft, Aircraft Financing, Carbon Emissions, Climate Change, Greenhouse Gas Emissions

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Gaby Mercurio

NLRB to Start Scrutinizing Employer Policies More Closely

On August 2, 2023, the National Labor Relations Board (“NLRB” or the “Board”) rejected an employer-friendly standard in favor of a modified and significantly less employer-friendly standard when evaluating whether a workplace…more

Employer Liability Issues, Employment Policies, NLRA, NLRB

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Kelly Miller

FinCEN Issues Proposed Rule to Enhance Financial Institutions’ AML/CFT Programs

On June 28, 2024, in an effort to bolster financial institutions’ anti-money laundering and countering the financing of terrorism (“AML/CFT”) programs, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network…more

AML/CFT, Bank Secrecy Act, Financial Institutions, FinCEN, Popular

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Maureen Miller

SEC Updates Investment Company Act Exemptive Order in Response to COVID-19

On March 25, 2020, the Securities and Exchange Commission (“SEC”) issued an exemptive order (the "Order") superceding its March 13, 2020 exemptive order, which provided relief from certain provisions of the Investment Company…more

Coronavirus/COVID-19, Exemptive Orders, Form N-CEN, Form N-PORT, Investment Company Act of 1940

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Sudip Mitra

President Biden Issues Far-Reaching Executive Order on Artificial Intelligence

President Biden issued an Executive Order on October 30, 2023 designed to place the United States at the forefront of law and regulation of Artificial Intelligence (AI). The Executive Order on the “Safe, Secure, and Trustworthy…more

Artificial Intelligence, Biden Administration, Cybersecurity, Department of Health and Human Services (HHS), Executive Orders

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James Morrissey

FinCEN Issues Proposed Rule to Enhance Financial Institutions’ AML/CFT Programs

On June 28, 2024, in an effort to bolster financial institutions’ anti-money laundering and countering the financing of terrorism (“AML/CFT”) programs, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network…more

AML/CFT, Bank Secrecy Act, Financial Institutions, FinCEN, Popular

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Philip Mowery

Recent Guidance Regarding Employee Benefit Plans

There has been a recent flurry of regulatory guidance issued affecting employee benefit plans. Most of the guidance addresses challenges specifically created by the COVID-19 pandemic, while other guidance is applicable…more

Cafeteria Plans, COBRA, Deadlines, Department of Labor (DOL), Employee Benefits

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Esha Nath

Global Transportation Finance Newsletter December 2023

GIFT City: A Gift for Aircraft Lessors? Gujarat International Finance Tec-City (GIFT City) was established in 2007 as India’s first operational smart city and an emerging global financial and IT services hub located in…more

Aircraft, Aircraft Financing, Carbon Emissions, Climate Change, Greenhouse Gas Emissions

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Michael Nemeroff

Earnouts Back on the Rise in M&A Transactions: What Purchasers, Sellers and Lenders Need to Know

The pace of earnouts accelerates in M&A transactions whenever market conditions create a value gap between seller price expectations and buyer confidence levels. Earnouts are most common when the volume of merger and…more

Acquisitions, Buyers, Earn-Outs, Lenders, Mergers

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Joshua Nichols

DOJ Declinations under FCPA Corporate Enforcement Policy

The Department of Justice’s (“DOJ”) policy regarding corporate enforcement of the Foreign Corrupt Practices Act (“FCPA”) has evolved in meaningful ways since 2016. While the policy developments themselves have been frequently…more

Corporate Counsel, Department of Justice (DOJ), FCPA Corporate Enforcement Policy (CEP), Foreign Corrupt Practices Act (FCPA)

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Cathy Gonzales O'Kelly

Board Oversight in the Age of COVID-19: Part Six

Part 6 of a weekly series detailing approaches that independent board members are utilizing to address coronavirus-related matters and highlighting emerging issues. Part 1, Part 2, Part 3, Part 4 and Part 5 of the series may be…more

Board Meetings, Business Continuity Plans, Business Valuations, Funding, Virtual Meetings

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Michelle Olson

Final Rule for Pregnant Workers Fairness Act Takes Effect as Scheduled for Most Employers, Despite Legal Challenges

On June 18, 2024, the Final Rule implementing and interpreting the Pregnant Workers Fairness Act (“PWFA” or the “Act”) took effect as scheduled for most employers, despite several legal challenges that sought to block it…more

Employee Rights, Employer Liability Issues, Equal Employment Opportunity Commission (EEOC), Final Rules, Pregnancy

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Joshua Orewiler

The FTC Adopts Final Rule Banning Employee Non-Compete Agreements

On Tuesday, April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2 to adopt a Final Rule banning virtually all non-compete agreements between employers and employees. The Final Rule will not go into effect until 120…more

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

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Cara Ottenweller

DOL's Final Rule to Increase Salary Thresholds for Overtime Exemptions

After much anticipation, the U.S. Department of Labor (DOL) unveiled its Final Rule on April 23, 2024, increasing the salary that an employee must earn in order to qualify for the executive, administrative, professional and…more

Department of Labor (DOL), Employer Liability Issues, Exempt-Employees, Fair Labor Standards Act (FLSA), Final Rules

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Jeanah Park

The FTC Adopts Final Rule Banning Employee Non-Compete Agreements

On Tuesday, April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2 to adopt a Final Rule banning virtually all non-compete agreements between employers and employees. The Final Rule will not go into effect until 120…more

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

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Nicholas Pascal

HMRC's slice of Italian restaurant's restructuring plan is big enough, finds English court

Summary - On 5 July 2023 the English High Court handed down its judgment to In the matter of Prezzo Investco Limited and In the matter of the Companies Act 2006 [2023] EWHC 1679 (Ch), another case (hot on the heels of The…more

HMRC, Restructuring, Tax Authority, Tax Liability, UK

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John Pearson

CORSIA – it’s (almost) crunch time

As part of the global UN-led effort to tackle climate change, the aviation sector has agreed a basket of measures to decarbonize the industry and achieve net zero carbon emissions by 2050. One of those measures is the Carbon…more

Airlines, Aviation Industry, Carbon Emissions, Carbon Offset and Reduction Scheme for International Aviation (CORSIA), Climate Change

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Elisa Cardano Perez

NYSE Proposes to Exempt Registered Closed-End Funds from Annual Shareholder Meeting Requirement

On June 6, 2024, the New York Stock Exchange (NYSE) filed an application with the SEC pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder, proposing a rule change that, if approved by…more

Corporate Governance, NYSE, Securities and Exchange Commission (SEC), Shareholder Meetings, Shareholders

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Thomas Petrides

The FTC Adopts Final Rule Banning Employee Non-Compete Agreements

On Tuesday, April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2 to adopt a Final Rule banning virtually all non-compete agreements between employers and employees. The Final Rule will not go into effect until 120…more

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

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Nicholas Portillo

SEC Approves Exchange Listings for Spot Ether ETPs

On May 23, 2024, the SEC approved exchange rule changes that will allow the listing and trading of a number of spot Ether exchange-traded products (ETPs). Ether is the second-largest cryptocurrency by market capitalization after…more

Cryptocurrency, Exchange-Traded Products, Securities and Exchange Commission (SEC)

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Ryan Probasco

Illinois Governor Expected to Sign Pay Transparency Bill into Law

Illinois is expected to join a number of other states, including California, Colorado and Washington, in requiring the disclosure of salary information in job postings. House Bill 3129 amends the Illinois Equal Pay Act (IEPA),…more

Employer Liability Issues, Equal Pay, Pay Transparency, State Labor Laws, Wage and Hour

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Mark Quade

Two Federal District Courts Stay DOL Fiduciary Rule

On July 25, 2024, the U.S. District Court for the Eastern District of Texas stayed the U.S. Department of Labor’s (DOL) recently-issued final rule, set to take effect September 23, 2024, which would amend the definition of an…more

Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA), Fiduciary Rule, Individual Retirement Account (IRA)

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Michael Quinn

DOJ Announces New Programs, Continued Focus on Corporate Conduct & Other Highlights from the ABA 39th Annual National Institute on White Collar Crime

Fireside Chat with Attorney General Merrick Garland - A highlight of the conference was a fireside chat with Attorney General Merrick Garland. AG Garland first discussed the important lead the United States has with…more

Corporate Crimes, Corporate Misconduct, Criminal Prosecution, Department of Justice (DOJ), Popular

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Amal Rafiq

Just Dropped: IRS Provides Relief on Roth Contributions for HCEs

In late 2022, Congress passed the SECURE Act 2.0, which, along with other items, introduced a new rule requiring that catch-up contributions made by highly compensated employees be made on a Roth after-tax basis only. Less than…more

Employee Benefits, Highly Compensated Employees, IRS, Retirement Plan, SECURE Act

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Jonathon Reinisch

The FTC Adopts Final Rule Banning Employee Non-Compete Agreements

On Tuesday, April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2 to adopt a Final Rule banning virtually all non-compete agreements between employers and employees. The Final Rule will not go into effect until 120…more

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

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Robert Rigg

In re Cellect: The Federal Circuit Alters Terminal Disclaimer Strategy

The Federal Circuit recently in In re Cellect, invalidated a series of patents based on obviousness-type double-patenting (ODP), finding that term-adjusted patents (PTA) in the same family are invalid under ODP in the absence of…more

Double Patent, Intellectual Property Protection, Obviousness, Obviousness-Type Double Patenting (ODP), Patents

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Simone Riley

The GATS (Global Aircraft Trading System) Out of the Bag

With the COVID-19 pandemic changing the way we live, shop and work, as of June 1, 2020, the Global Aviation Trading System (“GATS”) aims to bring into the 21st century the way we trade and finance aircraft equipment. GATS is a…more

Aircraft, Aircraft Financing, GATS, Insurance Certificates, Lessor

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Gregory Ripple

Can I Please Get Four Shots of Espresso Instead of Two?

The Supreme Court Rejects a Watered-Down Approach to Preliminary Injunctions - On June 13, 2024, the United States Supreme Court held that when considering the National Labor Relation Board’s (the “Board” or “NLRB”) request…more

NLRB, Preliminary Injunctions, SCOTUS, Starbucks, Starbucks Corp. v McKinney

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Bruce Rosenblum

Board Oversight in the Age of COVID-19: Part Six

Part 6 of a weekly series detailing approaches that independent board members are utilizing to address coronavirus-related matters and highlighting emerging issues. Part 1, Part 2, Part 3, Part 4 and Part 5 of the series may be…more

Board Meetings, Business Continuity Plans, Business Valuations, Funding, Virtual Meetings

See all updates »

Cheryl Sabnis

The FTC Adopts Final Rule Banning Employee Non-Compete Agreements

On Tuesday, April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2 to adopt a Final Rule banning virtually all non-compete agreements between employers and employees. The Final Rule will not go into effect until 120…more

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

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Osaama Saifi

New York City's New AI Bias Law

As artificial intelligence (“AI”) tools like ChatGPT, Bing and Baird become more popular, legislation addressing such technology is inevitable. New York City has implemented the first law in the United States that regulates AI…more

Algorithms, Artificial Intelligence, Automated Decision Systems (ADS), Employer Liability Issues, Hiring & Firing

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Keeley Sawyer

AI Versus Westlaw Copyright Bellwether Hurtles Toward Jury as Summary Judgment Largely Denied

In one of the first lawsuits to allege that generative AI companies violate the U.S. Copyright Act by using copyrighted works to train machine learning models, Judge Stephanos Bibas of the Delaware Circuit Court recently denied…more

Artificial Intelligence, Copyright, Intellectual Property Protection, Machine Learning, The Copyright Act

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Erica Schuman

TCPA Turnstile: Scoping out the TCPA – 2023 Midyear Update (TCPA Case Update Vol. 18)

Just over halfway through 2023, nationwide TCPA jurisprudence is focused on further delineating the scope of the TCPA. As the dust settles from earlier battles over defining ATDS requirements, the cases from this year are…more

ATDS, Auto-Dialed Calls, Class Action, Robocalling, TCPA

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Adam Schwartz

DOJ Announces New Programs, Continued Focus on Corporate Conduct & Other Highlights from the ABA 39th Annual National Institute on White Collar Crime

Fireside Chat with Attorney General Merrick Garland - A highlight of the conference was a fireside chat with Attorney General Merrick Garland. AG Garland first discussed the important lead the United States has with…more

Corporate Crimes, Corporate Misconduct, Criminal Prosecution, Department of Justice (DOJ), Popular

See all updates »

Nathaniel Segal

Two Federal District Courts Stay DOL Fiduciary Rule

On July 25, 2024, the U.S. District Court for the Eastern District of Texas stayed the U.S. Department of Labor’s (DOL) recently-issued final rule, set to take effect September 23, 2024, which would amend the definition of an…more

Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA), Fiduciary Rule, Individual Retirement Account (IRA)

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Jeremy Senderowicz

SEC Approves Exchange Listings for Spot Ether ETPs

On May 23, 2024, the SEC approved exchange rule changes that will allow the listing and trading of a number of spot Ether exchange-traded products (ETPs). Ether is the second-largest cryptocurrency by market capitalization after…more

Cryptocurrency, Exchange-Traded Products, Securities and Exchange Commission (SEC)

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Christopher Setteducati

COVID-19 and MAC in Financing Agreements

The MAC provision - A material adverse change (“MAC”) provision (depending on where or how it is used) typically references a material adverse change in the business, assets, properties, liabilities, operations, condition or…more

Affirmative Defenses, Borrowers, Burden of Proof, Contract Terms, Coronavirus/COVID-19

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Laure Sguario

SEC Settles Enforcement Proceedings Against Adviser for Allegedly Misleading Performance Advertising

On June 14, 2024, the SEC announced the settlement of administrative proceedings brought against a registered investment adviser for disseminating allegedly misleading performance information of a private fund that it advised. …more

Advertising, Initial Public Offering (IPO), Investment Advisers Act of 1940, Securities and Exchange Commission (SEC)

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Daniel Sherlock

IRS Says Forgiven PPP Loans Result in Loss of Deductions; Congress May Change That Result

The Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, was signed into law by President Trump on March 27, 2020. One of the key economic aid provisions for businesses contained in the Act was the Paycheck…more

CARES Act, Internal Revenue Code (IRC), IRS, Loan Forgiveness, Paycheck Protection Program (PPP)

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Daniel Shulman

E-Tailer Beware: The Seventh Circuit Clarifies the Framework for Enforceability of Digital E-Commerce Agreements

Does your company have website terms of use, or e-commerce terms? If so, it’s important to know whether those terms are enforceable…more

Disclosure Requirements, E-Commerce, Fees, Internet Retailers, Terms of Use

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Jordan Sigale

The FTC Adopts Final Rule Banning Employee Non-Compete Agreements

On Tuesday, April 23, 2024, the Federal Trade Commission (“FTC”) voted 3-2 to adopt a Final Rule banning virtually all non-compete agreements between employers and employees. The Final Rule will not go into effect until 120…more

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

See all updates »

Sheryl Skibbe

Will PAGA Be Reformed?

The California Private Attorneys General Act (“PAGA”) is set to undergo a significant overhaul, the first since its enactment nearly two decades ago. On June 18, 2024, Governor Gavin Newsom announced that an agreement was…more

Arbitration, Employer Liability Issues, Employment Litigation, Private Attorneys General Act (PAGA)

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Jason Sobelman

SEC v. Jarkesy: A Divided Supreme Court Holds That the SEC Cannot Seek Civil Penalties through an Administrative Proceeding

On June 27, 2024, the United States Supreme Court (the “Court”) affirmed the Fifth Circuit’s ruling in SEC v. Jarkesy and held that a defendant facing civil penalties in a securities fraud claim brought by the Securities and…more

Administrative Authority, Administrative Law Judge (ALJ), Administrative Proceedings, Civil Monetary Penalty, Enforcement Actions

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David Soden

Fifth Circuit Vacates Private Fund Adviser Rules

In a 3-0 decision, the Fifth Circuit Court of Appeals vacated the SEC’s private fund adviser rules (“Final Rule”). Each component of the Final Rule was vacated, including the Private Fund Audit Rule, Private Fund Quarterly…more

Investment Adviser, Investment Advisers Act of 1940, Investors, Private Funds, Securities and Exchange Commission (SEC)

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Patrick Spangler

NEW UPDATES: Conducting Layoffs and Furloughs Resulting From COVID-19 Business Impact

As a result of the coronavirus pandemic, many employers are being forced to make tough workforce decisions to deal with the significant economic impact and uncertainty. Below, we have compiled a list of some of the most common…more

Coronavirus/COVID-19, Employee Benefits, Furloughs, Layoffs, WARN Act

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Kenneth Sparks

Unionization Upon Demand:NLRB Announces Most Significant Change to Labor Law in 50 Years

Today, in perhaps the most significant change in federal labor law in more than 50 years, the National Labor Relations Board (“NLRB” or “Board”) announced a new framework that determines when employers are required to recognize…more

Employer Liability Issues, Federal Labor Laws, NLRB, Unions

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Daniel Stander

The King’s Speech: Labour’s plans for employment law reforms in the UK

On 17 July 2024, the King delivered his speech at the State Opening of Parliament and the new UK Labour Government’s legislative programme for the year ahead were unveiled…more

Employer Liability Issues, Hiring & Firing, International Labor Laws, UK, Wage and Hour

See all updates »

Kelly Starr

Just Dropped: IRS Provides Relief on Roth Contributions for HCEs

In late 2022, Congress passed the SECURE Act 2.0, which, along with other items, introduced a new rule requiring that catch-up contributions made by highly compensated employees be made on a Roth after-tax basis only. Less than…more

Employee Benefits, Highly Compensated Employees, IRS, Retirement Plan, SECURE Act

See all updates »

Joseph Strubbe

BIPA ALERT: An Opening of the Litigation Floodgates?

No Actual Harm Necessary to Assert Biometric Privacy Claims in Illinois - On January 25th, the Illinois Supreme Court held that an individual does not need to allege actual harm in order to seek liquidated damages and…more

Biometric Information, Biometric Information Privacy Act, Data Breach, Data Collection, Data Privacy

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Raviv Surpin

The GATS (Global Aircraft Trading System) Out of the Bag

With the COVID-19 pandemic changing the way we live, shop and work, as of June 1, 2020, the Global Aviation Trading System (“GATS”) aims to bring into the 21st century the way we trade and finance aircraft equipment. GATS is a…more

Aircraft, Aircraft Financing, GATS, Insurance Certificates, Lessor

See all updates »

Mark Svalina

FinCEN Issues Proposed Rule to Enhance Financial Institutions’ AML/CFT Programs

On June 28, 2024, in an effort to bolster financial institutions’ anti-money laundering and countering the financing of terrorism (“AML/CFT”) programs, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network…more

AML/CFT, Bank Secrecy Act, Financial Institutions, FinCEN, Popular

See all updates »

Andrew Sylora

Health Care Transactions Facing Increased Federal and State Regulatory Scrutiny

Private equity investments in health care to be subject to increased oversight from federal and state regulators, including antitrust officials - Federal and state governmental regulation of health care transactions continues…more

Acquisitions, Department of Health and Human Services (HHS), Department of Justice (DOJ), Federal Trade Commission (FTC), Hart-Scott-Rodino Act

See all updates »

Venu Talanki

Update 4.0 to Main Street Lending Program

On June 8, 2020, the Federal Reserve Bank of Boston released updated Frequently Asked Questions (FAQs) and Term Sheets with respect to the Main Street Lending Program. Subsequently, on June 11, 2020, the Federal Reserve Bank of…more

Federal Reserve, Guidance Update, Main Street Expanded Loan Facility, Main Street Lending Programs, Main Street New Loan Facility

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Joel Thielen

The Corporate Transparency Act December 2023 Update

The Corporate Transparency Act (“CTA” or the “Act”) comes into effect on January 1, 2024. Enacted by Congress as part of the Anti-Money Laundering Act of 2020, the CTA requires certain entities, domestic and foreign, to report…more

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

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Jacob Tiedt

Two Federal District Courts Stay DOL Fiduciary Rule

On July 25, 2024, the U.S. District Court for the Eastern District of Texas stayed the U.S. Department of Labor’s (DOL) recently-issued final rule, set to take effect September 23, 2024, which would amend the definition of an…more

Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA), Fiduciary Rule, Individual Retirement Account (IRA)

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Richard Tilghman IV

Texas Attorney General Challenges General Motors’s Collection and Sale of Driving Data

On August 13, 2024, the Texas Attorney General’s Office (Texas AGO) filed a claim under Texas’s Deceptive Trade Practices-Consumer Protection Act challenging General Motors’ collection and use of data collected from consumers…more

Cybersecurity, Data Privacy, Data Protection, General Motors, State Attorneys General

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Carissa Townsend

Supreme Court Rules that Cases Subject to Arbitration Must Be Stayed

On May 16, 2024, the U.S. Supreme Court unanimously held that lawsuits involving an arbitrable dispute must be stayed upon the request of a party. Rather than dismiss the case, section 3 of the Federal Arbitration Act (the…more

Arbitration, Arbitration Agreements, Federal Arbitration Act, SCOTUS, Section 3

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Rachel Trouba

Highlights from 2024 ALI-CLE Accountants’ Liability Conference

The annual ALI-CLE Accountants’ Liability Conference occurred in Washington, D.C. on May 16 and 17, 2024 and was co-hosted by Junaid A. Zubairi, Chair of Vedder Price’s Government Investigations and White Collar Defense group,…more

Accountants, Auditors, Audits, PCAOB, Securities and Exchange Commission (SEC)

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Michael Turgeon

Impression v. Lexmark: Patent Rights Exhausted by Sale, Domestic or Abroad

The United States Supreme Court in Impression Products, Inc. v. Lexmark International, Inc., held that patent owner’s decision to sell a product exhausts all of its patent rights in that item, regardless of any restrictions the…more

Breach of Contract, Exports, Foreign Sales, Impression Products v Lexmark International, IP License

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Madeline Tzall

SCOTUS Catapults Class Arbitration Onto the Endangered Species List

On April 24, 2019, the U.S. Supreme Court issued an important decision touching a number of hot button issues and litigation threats facing American businesses — including class actions, arbitration agreements and data…more

Ambiguous, Appeals, Arbitration, Arbitration Agreements, Class Arbitration

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Kimberly Karcewski Vargo

Board Oversight in the Age of COVID-19: Part Six

Part 6 of a weekly series detailing approaches that independent board members are utilizing to address coronavirus-related matters and highlighting emerging issues. Part 1, Part 2, Part 3, Part 4 and Part 5 of the series may be…more

Board Meetings, Business Continuity Plans, Business Valuations, Funding, Virtual Meetings

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Cody Vitello

Fifth Circuit Vacates Private Fund Adviser Rules

In a 3-0 decision, the Fifth Circuit Court of Appeals vacated the SEC’s private fund adviser rules (“Final Rule”). Each component of the Final Rule was vacated, including the Private Fund Audit Rule, Private Fund Quarterly…more

Investment Adviser, Investment Advisers Act of 1940, Investors, Private Funds, Securities and Exchange Commission (SEC)

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Jeff VonDruska

Fifth Circuit Vacates Private Fund Adviser Rules

In a 3-0 decision, the Fifth Circuit Court of Appeals vacated the SEC’s private fund adviser rules (“Final Rule”). Each component of the Final Rule was vacated, including the Private Fund Audit Rule, Private Fund Quarterly…more

Investment Adviser, Investment Advisers Act of 1940, Investors, Private Funds, Securities and Exchange Commission (SEC)

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Michael Wahlander

Ringing in the New California Laws

With the holiday season in full swing and 2024 rapidly approaching, we thought now would be a good time to remind employers of the “gifts” given to them by the California Legislature in 2023 that become effective in 2024. This…more

Drug Testing, Employer Liability Issues, Minimum Wage, Non-Compete Agreements, Paid Leave

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Lyndsey Wajert

NetChoice Succeeds in Striking Down Utah Social Media Law Under First Amendment

A federal court last week sustained a First Amendment challenge to a Utah law aimed at addressing the use of social media platforms by minors, holding that the law’s proponents failed to demonstrate that the law served a…more

First Amendment, Moody v NetChoice LLC, Online Platforms, Social Media, Social Networks

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Peter Walrod

Will PAGA Be Reformed?

The California Private Attorneys General Act (“PAGA”) is set to undergo a significant overhaul, the first since its enactment nearly two decades ago. On June 18, 2024, Governor Gavin Newsom announced that an agreement was…more

Arbitration, Employer Liability Issues, Employment Litigation, Private Attorneys General Act (PAGA)

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Charlie Wang

L.A. County Board of Supervisors Passes Fair Chance Ordinance

The Los Angeles County Board of Supervisors recently passed the Fair Chance Ordinance for Employers (“Ordinance”), L.A. Cnty. Code § 8.300 et seq., in an effort to ensure “individuals with criminal records have fair and…more

Criminal Background Checks, Criminal Records, Employer Liability Issues, Fair Chance Act, Hiring & Firing

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Zachary Watters

Seventh Circuit Follows Illinois Supreme Court Precedent And Finds BIPA Claims Timely

In a ruling that maintains the status quo created by the Illinois Supreme Court’s holding in Cothron v. White Castle System, Inc., 2023 IL 128004, the Seventh Circuit recently affirmed the trial court’s ruling that certain of…more

Biometric Information, Biometric Information Privacy Act, Data Collection, Fingerprints

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Alex Weinstein

Motion Seeking to Stay or Enjoin FTC Final Rule Banning Employer-Employee Non‑Competes Set for Ruling by July 3, 2024

On May 7, 2024, in Ryan, LLC v. FTC et al., Judge Ada Brown of the U.S. District Court for the Northern District of Texas set a briefing schedule on Ryan’s Motion for Stay of Effective Date and Preliminary Injunction (the…more

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

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Brian Wendt

Embraer v. Dougherty Air Trustee: Avoiding Foot Faults in Your Residual Value Guarantee Contract

In the early 1990s, airlines primarily relied on two types of aircraft to transport their passengers: (1) small turboprops and (2) single-aisle 100-seat jets. Seeking to exploit a potential gap in the market, Bombardier and…more

Aircraft, Aircraft Equipment, Aircraft Financing, Aircraft Sales, Aviation Industry

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Christina West

Fifth Circuit Court of Appeals Vacates SEC's 2022 Rescission of Certain 2020 Amendments to Proxy Rules

On June 26, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s 2022 rescission of certain rule amendments regarding proxy advisory firms, holding that the SEC’s explanation for rescinding the amendments was…more

Investment Adviser, Investors, Proxy Voting, Securities and Exchange Commission (SEC), Securities Exchange Act

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Jonathan Wexler

New York Governor Signs Legislation to Protect Retail Workers from Workplace Violence

On September 4, 2024, Governor Kathy Hochul signed S8358C, the New York Retail Worker Safety Act (RWSA), into law. Through the RWSA, New York state seeks to address growing threats of workplace violence and fears among retail…more

Employer Liability Issues, State Labor Laws, Workplace Safety, Workplace Violence

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Jake Wiesen

Two Federal District Courts Stay DOL Fiduciary Rule

On July 25, 2024, the U.S. District Court for the Eastern District of Texas stayed the U.S. Department of Labor’s (DOL) recently-issued final rule, set to take effect September 23, 2024, which would amend the definition of an…more

Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA), Fiduciary Rule, Individual Retirement Account (IRA)

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Kwashay Wilkerson

SEC Settles Charges Against Advisers for Alleged False and Misleading Statements About Their Use of Artificial Intelligence

On March 18, 2024, the SEC announced that it had settled charges against two investment advisers for allegedly making false and misleading statements about their use of artificial intelligence (AI) in providing advisory…more

Artificial Intelligence, False Statements, Investment Adviser, Misleading Statements, Securities and Exchange Commission (SEC)

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Benjamin Williams

The Corporate Transparency Act December 2023 Update

The Corporate Transparency Act (“CTA” or the “Act”) comes into effect on January 1, 2024. Enacted by Congress as part of the Anti-Money Laundering Act of 2020, the CTA requires certain entities, domestic and foreign, to report…more

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

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Samuel Wilson

HMRC's slice of Italian restaurant's restructuring plan is big enough, finds English court

Summary - On 5 July 2023 the English High Court handed down its judgment to In the matter of Prezzo Investco Limited and In the matter of the Companies Act 2006 [2023] EWHC 1679 (Ch), another case (hot on the heels of The…more

HMRC, Restructuring, Tax Authority, Tax Liability, UK

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Nicole Wing

The Seventh Circuit Addresses the Use of Utility Patents as Evidence of Functionality of Trade Dress

On June 12, 2019, the U.S. Court of Appeals for the Seventh Circuit decided Bodum USA, Inc. v. A Top New Casting Inc., No. 18-3030, 2019 U.S. App. LEXIS 17555 (7th Cir. June 12, 2019). The case, led by Vedder Price Shareholder…more

Design Patent, Evidence, Federal Rules of Evidence, Functionality, Intellectual Property Protection

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Ari Wininger

Navigating New Minimum Wage Requirements for California’s Fast Food Industry

The California Department of Industrial Relations recently released its FAQs regarding the new fast food minimum wage law, AB 1228, which took effect on April 1, 2024. The legislation sets an industry-wide minimum wage for…more

Employer Liability Issues, Fast-Food Industry, Minimum Wage, State Labor Laws, Wage and Hour

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Trevor Wood

HMRC's slice of Italian restaurant's restructuring plan is big enough, finds English court

Summary - On 5 July 2023 the English High Court handed down its judgment to In the matter of Prezzo Investco Limited and In the matter of the Companies Act 2006 [2023] EWHC 1679 (Ch), another case (hot on the heels of The…more

HMRC, Restructuring, Tax Authority, Tax Liability, UK

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Henrietta Worthington

HMRC's slice of Italian restaurant's restructuring plan is big enough, finds English court

Summary - On 5 July 2023 the English High Court handed down its judgment to In the matter of Prezzo Investco Limited and In the matter of the Companies Act 2006 [2023] EWHC 1679 (Ch), another case (hot on the heels of The…more

HMRC, Restructuring, Tax Authority, Tax Liability, UK

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Austin Young

Earnouts Back on the Rise in M&A Transactions: What Purchasers, Sellers and Lenders Need to Know

The pace of earnouts accelerates in M&A transactions whenever market conditions create a value gap between seller price expectations and buyer confidence levels. Earnouts are most common when the volume of merger and…more

Acquisitions, Buyers, Earn-Outs, Lenders, Mergers

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Candice Zee

Unionization Upon Demand:NLRB Announces Most Significant Change to Labor Law in 50 Years

Today, in perhaps the most significant change in federal labor law in more than 50 years, the National Labor Relations Board (“NLRB” or “Board”) announced a new framework that determines when employers are required to recognize…more

Employer Liability Issues, Federal Labor Laws, NLRB, Unions

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Nicholas Zlevor

FinCEN Issues Proposed Rule to Enhance Financial Institutions’ AML/CFT Programs

On June 28, 2024, in an effort to bolster financial institutions’ anti-money laundering and countering the financing of terrorism (“AML/CFT”) programs, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network…more

AML/CFT, Bank Secrecy Act, Financial Institutions, FinCEN, Popular

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Junaid Zubairi

Highlights from 2024 ALI-CLE Accountants’ Liability Conference

The annual ALI-CLE Accountants’ Liability Conference occurred in Washington, D.C. on May 16 and 17, 2024 and was co-hosted by Junaid A. Zubairi, Chair of Vedder Price’s Government Investigations and White Collar Defense group,…more

Accountants, Auditors, Audits, PCAOB, Securities and Exchange Commission (SEC)

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