Corporate Update

David A. Katz and Laura A. McIntosh

The Changing Dynamics of Governance and Engagement

By David A. Katz and Laura A. McIntosh |

David A. Katz and Laura A. McIntosh discuss the 2015 proxy season (the "Season of Shareholder Engagement") and write: With an awareness of the general trends of the recent proxy season, and by taking specific actions as appropriate, boards can prepare and adapt effectively to position themselves as well as possible to achieve their strategic objectives.

Big Deals

By Jasmine Grays |

Coty is buying 43 beauty brands from Procter & Gamble Co., including Miss Clairol, Covergirl and Max Factor. P&G puts the deal's value at about $15 billion. That amount includes stock valued at about $13.1 billion and $1.9 billion in debt, but the debt could range from $1.9 billion to $3.9 billion.

GC Pay Survey Shows a Comeback in Stock Options and Equity

By Rebekah Mintzer |

Today's general counsel shoulder a great deal of responsibility for the legal well-being of some of the world's largest and most complex corporations. And if current trends hold, they will continue to become bigger players in corporate strategy and risk management in the coming years.

John C. Coffee Jr.

News From California: Ninth Circuit and SEC Challenge New York

By John C. Coffee Jr. |

In his Corporate Securities column, John C. Coffee Jr. discusses two new developments emanating from California: (1) the Ninth Circuit has handed down a significant decision on insider trading that disagrees with a Second Circuit decision, and (2) the SEC's Regional Office in California has issued Wells Notices to attorneys, taking the position that an attorney representing clients in immigration matters may be acting as a broker under the federal securities laws.

2005 Chevrolet Cobalt.

King & Spalding Strikes Back at Bid to Pierce GM Privilege

By Amanda Bronstad |

King & Spalding has fired back in court against allegations that it helped client General Motors Co. conceal an ignition-switch defect for years.

Treasury's OCC Churns Human Resources Seas

By Philip M. Berkowitz |

In his Employment Issues column, Philip M. Berkowitz discusses the Office of the Comptroller of the Currency's new "safety and soundness" guidelines which make talent management, recruitment, succession planning, and compensation practices a focus of boards and senior executive officers at large foreign and domestic banks.

Big Deals

By Tom Murphy |

Aetna aims to spend about $35 billion to buy rival Humana and become the latest health insurer bulking up on government business as the industry adjusts to the federal healthcare overhaul.

Court Urges SEC to Clarify Shareholder Proposal Rules

By Gina Passarella |

It was Wal-Mart founder Sam Walton's own words on the key to business that led the Third Circuit's determination that the company's sale of high-capacity firearms was done in the ordinary course of business and free from shareholder input.

William F. Johnson

Is It Time to Reconsider 'Chevron' Deference for SEC Proceedings?

By William F. Johnson |

In his Corporate Crime column, William F. Johnson analyzes whether 'Chevron' deference should still apply to the SEC's administrative litigation process without limitation and states that it remains to be seen whether the SEC's change in policy is consistent, or at odds, with the original rationale for 'Chevron' deference.

Judge Plans to Trim Copyright Damages in 'Blurred Lines' Case

By Amanda Bronstad |

A federal judge has tentatively upheld a nearly $7.4 million jury verdict in the copyright battle over the hit song "Blurred Lines" but plans to reduce the damages amount.

App-based Car Services Praise New City Regulations

By Lejla Sarcevic |

New York City's taxi regulatory agency on Monday approved new rules governing how Uber and other app-based car services operate within the five boroughs.

Corinne Ball

Successor Liability: GM Sale Vulnerable on Due Process Failures

By Corinne Ball |

In her Distress Mergers & Acquisitions column, Corinne Ball, a partner at Jones Day, discusses the court's decision on the General Motors 363 sale. The ultimate outcome is not known as appellate relief has not been exhausted, but at least for now, the decision serves as a template for assessing what notice is required. It does not, however, provide greater clarity on successor liability, particularly as to future claimants, and §363 sales.

David E. Kahen and Elliot Pisem

Tax Treatment When Estate Satisfies Transaction-Related Claims

By Elliot Pisem and David E. Kahen |

In their Taxation column, Elliot Pisem and David E. Kahen discuss 'Batchelor-Robjohns', which serves as yet another reminder of the numerous potential pitfalls that can frustrate an attempt to obtain relief under §1341 from the harsh income tax results otherwise often attributable to the annual tax accounting principle that is a foundation of income tax accounting.

Jenner & Block Fights Subpoenas by Google

By Zoe Tillman |

Subpoenas that Google Inc. served on Jenner & Block and others this year are an abuse of the court system, the law firm said Monday, urging a judge to reject the tech company's demand for documents.

Joseph M. McLaughlin

Disinterested Directors and 'Entire Fairness' Cases

By Joseph M. McLaughlin |

In his Corporate Litigation column, Joseph M. McLaughlin writes: Last month, the Delaware Supreme Court ruled that regardless of the underlying standard of review for the board's conduct, a plaintiff must plead a non-exculpated claim against disinterested directors to avoid dismissal at the pleading stage. In so holding, the court reversed two decisions issued last year by the Court of Chancery and clarified the seminal 'Emerald Partners v. Berlin' decision, which those decisions interpreted.

E.W. Brown power plant in Burgin, Kentucky, one of the oldest coal-fired power plants in the state

Challenge to Proposed Coal Pollution Rule Is Dismissed

By Sam Hananel |

A federal appeals court on Tuesday threw out a pair of high-profile lawsuits challenging the Obama administration's sweeping plan to address climate change, saying it's too early to challenge a proposed rule that isn't yet final.

Richard Cordray.

Penalty Against Lender Surges After CFPB Review

By Jenna Greene |

In the first appeal of a Consumer Financial Protection Bureau administrative action, Director Richard Cordray on Thursday imposed a 17-fold increase in penalties on PHH Corp., ordering the mortgage lender to pay the bureau $109 million.

Judge Engelmayer

Another Securities Case Founders on Confidential Witnesses

By Scott Flaherty |

Thanks to tough pleading standards, securities plaintiffs frequently turn to confidential witnesses to beef up their complaints. Relying on informants can help nudge a case past a motion to dismiss, but the practice has become a minefield for the securities class action plaintiffs bar, as a recent Southern District decision shows.

Elizabeth Warren, left, and Mary Jo White, right.

Senator Finds SEC Head's Record 'Extremely Disappointing'

By Jenna Greene |

In a harshly worded 13-page letter, Sen. Elizabeth Warren on Tuesday blasted U.S. Securities and Exchange Commission Chairwoman Mary Jo White for granting waivers to banks guilty of criminal misconduct, and for her "failure to address conflict of interest concerns related to your husband’s role as a Wall Street attorney," among other issues.

Barbara M. Goodstein

Collateral Descriptions and Blanket Liens: Is the Kitchen Sink Enough?

By Barbara M. Goodstein |

In her Secured Transactions column, Barbara M. Goodstein, a partner at Mayer Brown, writes: Two recent bankruptcy court decisions reflect the importance of distinguishing between a blanket lien collateral description in a security agreement and one in a UCC financing statement.

Google offices in New York City.

Google Presses Court to Enforce Subpoenas

By Zoe Tillman |

Google Inc. has asked a Washington judge to force Jenner & Block and the Motion Picture Association of America to comply with subpoenas for documents that Google says will prove their involvement in "anti-Google" lobbying efforts.

John C. Coffee Jr.

Lessons of DuPont: Corporate Governance for Dummies

By John C. Coffee Jr. |

In his Corporate Securities column, John C. Coffee Jr., the Adolf A. Berle Professor of Law at Columbia University Law School, analyzes some obvious truths that stand out in the recent battle between Trian Fund Management and DuPont that will apply to future contests.

Time Warner Cable's corporate headquarters are in the Time Warner Center at Columbus Circle.

Big Deals

By Tali Arbel |

As TV watchers increasingly look online for their fix, cable companies are bulking up. In the latest round, Charter Communications is buying Time Warner Cable for $55.33 billion, and executives say they're confident regulators will allow the creation of another U.S. TV and Internet giant.

Big Deals

The Ascena Retail Group is buying the owner of Ann Taylor and Loft in a deal valued at about $2.16 billion. Washington, D.C.-based Danaher plans to purchase Port Washington, New York-based filtration specialist Pall for $13.6 billion.

David A. Katz and Laura A. McIntosh

Dealing With Director Compensation

By David A. Katz and Laura A. McIntosh |

In their Corporate Governance column, David A. Katz and Laura A. McIntosh of Wachtell, Lipton, Rosen & Katz discuss director compensation, which, due to a recent Delaware Chancery Court ruling, has become a topic that currently is facing an uncharacteristic turn in the spotlight.

Wireless Companies to Pay $158M for Illegal Charges

By Jenna Greene |

The settlement with Verizon Wireless and Sprint Corp. for unauthorized third-party charges is much like the $112.5 million penalty T-Mobile USA Inc. paid in December and the $105 million hit against AT&T Mobility in October. But there's one big difference in the enforcement actions: the agency that brought the suit.

Lawyers and PR Strategy: The Privilege, and the Limits

By Philip M. Berkowitz |

In his Employment Issues column, Philip M. Berkowitz writes: Employment lawyers often advise on sensitive matters. But what if a matter is so sensitive, or electric, that it is likely to attract the attention of the press? Is formulating a public relations strategy the appropriate role of counsel? If counsel retains an expert to implement a public relations or other strategy, should the attorney-client privilege shield the advice from discovery?

Traders work at AOL's post at the New York Stock Exchange on Tuesday.

Big Deals

Verizon is buying AOL for about $4.4 billion, advancing the telecom's push in both mobile and advertising fields. Also, Alexion Pharmaceuticals Inc. will acquire Synageva BioPharma Corp. for $8.4 billion in a mix of cash and shares.

Steven M. Witzel

Private Equity Firms Under Increasing Regulatory Spotlight

By Steven M. Witzel |

In his Corporate Crime column, Steven M. Witzel writes: While it remains to be seen whether the government's focus on private equity will result in significant FCPA-related and other enforcement activity, it is clear that transparency throughout the private equity industry is a priority.

Apple Headquarters at 1 Infinate Loop.

Apple Hit With Patent Suit Over Health App

By Zack Needles |

A New Jersey software developer has filed a patent infringement suit over Apple Inc.'s recently introduced Health App and HealthKit products.

Dissenting SEC Commissioner Blasts Deutsche Bank Waiver

By Sue Reisinger |

An official with the U.S. Securities and Exchange Commission has criticized the agency's practice of waiving certain penalties for large corporations, and she publicly blasted Deutsche Bank AG for engaging in "nearly a decade of lying, cheating and stealing."

Mark Lemley, Stanford University, William H. Neukom Professor of Law

Circuit Signals Nuisance Settlements Should Factor in Fee-Shifting

By Scott Graham |

Two judges on the Federal Circuit seemed to suggest Monday that a patent owner's pattern of suing multiple parties and then settling for modest amounts—known as "cut and run" settlements—should be a factor judges consider when deciding whether to award attorney fees under the U.S. Supreme Court's 'Octane Fitness' ruling.

John Couriel and Megha Charalambides

Implications of Brazil's Anti-Corruption Movement

By John Couriel and Megha Charalambides |

John D. Couriel and Megha J. Charalambides write: Brazil's example demonstrates how, now more than ever, it is imperative that U.S. counsel to those embroiled in corruption scandals be mindful of cross-border asset seizure and recovery considerations in advising their clients.

Actos.

Takeda Pharmaceuticals Allocates $2.4B to Settle Actos Cases

By Amanda Bronstad |

Takeda Pharmaceuticals USA Inc. has agreed to pay $2.4 billion to settle lawsuits by 9,000 people alleging that the company failed to warn of bladder cancer risks from taking its Type 2 diabetes drug Actos.

FCC Resistance Doomed Comcast Deal, Lawyers Say

By Jenna Greene |

Facing stiff regulatory resistance, Comcast Corp. and Time Warner Cable Inc. are expected to pull the plug on their $45 billion merger more than a year after the deal was announced.

Corinne Ball

Risk Management in Exiting an Equity Investment: 'Tristar'

By Corinne Ball |

In her Distress Mergers & Acquisitions column, Corinne Ball discusses a recent decision in which the Ninth Circuit held that a creditor's debt claim that was based on a state court judgment should be subordinated because the judgment arose from a dispute years prior regarding the purchase of an equity interest.

Big Deals

By Jennifer Henderson |

Dozens of New York lawyers have landed lead roles on the dissolution of General Electric Co.'s financial unit in a bid by the industrial conglomerate to return $90 billion to shareholders.

Munchkin Loses Appeal in Diaper Pail Litigation

By Amanda Bronstad |

The U.S. Court of Appeals for the Ninth Circuit on Monday struck down attempts by the maker of the Arm & Hammer Diaper Pail to revive a $13.5 million false advertising verdict against rival Playtex Products LLC, maker of the Diaper Genie.

FCC Fines AT&T $25M in Agency's Largest Cyber Enforcement

By Sue Reisinger |

In addition to paying a record $25 million penalty, AT&T Services Inc. must hire a senior compliance officer, conduct a privacy risk assessment and undertake several other reforms after it settled a cyberbreach case involving personal data of nearly 280,000 customers.

Wal-Mart Wins Gun Case With Reversal by Third Circuit

By Saranac Hale Spencer |

The court reversed a decision from the District of Delaware that had ruled Wal-Mart would have to include in its annual report to shareholders a proposal from one of its shareholders, an Episcopal church in New York that filed under the name Trinity Wall Street, that would ask them to vote on putting the oversight of policies concerning the sale of certain merchandise, including guns with high-capacity magazines, in the hands of the board.

SEC Settles With Former Freddie Mac Executives

A former CEO and two former top executives at mortgage giant Freddie Mac have settled a government lawsuit. They were accused of understating the amounts of high-risk mortgages that Freddie held just before the housing bubble burst in 2007.

David E. Kahen and Elliot Pisem

Inclusion of Refundable Tax Credits in Income

By David E. Kahen and Elliot Pisem |

In their Taxation column, David E. Kahen and Elliot Pisem discuss a recent decision of the Tax Court, which concluded that state tax credits that are not needed to reduce actual state tax liabilities to zero and that are nevertheless "refundable" create accessions to wealth required to be included in federal taxable income.

Joseph M. McLaughlin

Standing to Bring Consumer Data Breach Claims

By Joseph M. McLaughlin |

In his Corporate Litigation column, Joseph M. McLaughlin writes: More and more companies have been experiencing data breaches, and predictably, consumers who believe their information was compromised have been suing the breached companies. But courts have been grappling with a threshold question: Have the consumer plaintiffs suffered an actual harm sufficient to establish standing to sue in federal court under Article III of the Constitution?

Barbara M. Goodstein

The Dilemma of Transferability of Mortgage Loans

By Barbara M. Goodstein |

Barbara M. Goodstein discusses the issues presented in transferring mortgage loans in the context of current financing structures.

Big Deals

By Michelle Chapman and Candice Choi |

Some of the most familiar names in ketchup, pickles, cheese and hot dogs are set to come under the same roof after H.J. Heinz Co. announced plans on March 25 to buy Kraft and create one of the world's largest food and beverage companies.

Judge Kaplan

Judge Trims 'Unreasonably High' Requested Fee Award

By Scott Flaherty |

A federal judge on Tuesday awarded $28.5 million in fees to plaintiffs lawyers who negotiated a settlement with underwriters of IndyMac mortgage-backed securities, but only after questioning how long the lawyers worked on the case and cutting a substantial slice from their "unreasonably high" requested award.

David A. Katz and Laura A. McIntosh

The Unintended Consequences of Proxy Access Elections

By David A. Katz and Laura A. McIntosh |

In their Corporate Governance column, David A. Katz and Laura A. McIntosh of Wachtell, Lipton, Rosen & Katz discuss the proliferation of proxy access proposals and write that it is very much an open question whether proxy access will become an established part of U.S. corporate governance.

Irving Picard

Trustee for Madoff Victims Urges Court to Overturn Circuit

By Larry Neumeister |

The trustee recovering money for victims of Bernard Madoff's epic fraud asked the U.S. Supreme Court Tuesday to overturn a ruling he says may prevent the recovery of nearly $4 billion, reward those who unwittingly profited from the Ponzi scheme at the expense of those who did not, and have far-reaching effects for future victims of financial frauds.

John C. Coffee Jr.

Delaware Throws a Curveball

By John C. Coffee Jr. |

In his Corporate Securities column, John C. Coffee Jr. discusses the Corporation Law Council's recommendation of statutory amendments to prohibit "loser pays" fee shifting bylaws and charter provisions. Although the Council usually dictates corporate law legislation in Delaware, lobbyists are at work on both sides, and the outcome is uncertain.

SEC and EEOC's Interest in Confidentiality Agreements

By Philip M. Berkowitz |

In his Employment Issues column, Philip M. Berkowitz writes that notwithstanding their differences in enforcement technique, the SEC Office of the Whistleblower and the EEOC share an interest in assuring that employers not restrain employees and other protected individuals from reporting alleged unlawful activities to either agency.

Pharmacyclics' main product, the cancer drug Imbruvica

Big Deals

By Jennifer Henderson |

Biopharmaceutical company AbbVie Inc. will buy Pharmacyclics, which specializes in cancer treatment, for $21 billion.

Richard Cordray.

Study Questions Value of Consumer Arbitration Contracts

By Jenna Greene |

For years, businesses have argued that mandatory arbitration is good for consumers, that it’s faster and cheaper and the outcome is as good or better than going to court. A new study by the Consumer Financial Protection Bureau contradicts many of those claims.

Jason Derulo.

Antitrust Hearing Pits Songwriters Against Consumers

By Mike Sacks |

For just over two hours on Tuesday, songwriters and those who profess their best interests had an audience at the Senate, but their messages were hardly harmonious.

William F. Johnson

High-Frequency Trading: Enforcement Trends Emerge

By William F. Johnson |

In his Corporate Crime column, William F. Johnson, a partner at King & Spalding, writes: A review of recent actions related to high-frequency trading confirms the uncertainty of the role of law enforcement, but also suggests an emerging trend.

<b>Lost Case:</b> A federal judge rejected the EEOC’s challenge to CVS Pharmacy’s severance policy.

EEOC Effective Despite Fewer Cases, Lower Penalties, Lawyers Say

By Jenna Greene |

The U.S. Equal Employment Opportunity Commission has seen a sharp decline in the number of lawsuits filed and amount of penalties collected last year, but officials and the defense bar agree that the numbers don't tell the whole story.

Miguel Estrada.

Tobacco Companies Fight Court-Ordered Health Warnings

By Zoe Tillman |

A federal appeals court on Monday questioned whether a judge went too far in ordering tobacco companies to pay for public notices declaring that the cigarette makers "deliberately deceived the American public."

Judge Preserves Retaliation Claim of Ex-Bank Analyst

By Scott Flaherty |

Lawyers at Gibson, Dunn & Crutcher were unable to end retaliation claims by a former UBS AG research analyst who alleges he was pressured to write overly rosy reports about the bank's commercial mortgage-backed securities.

Big Deals

By Alex Veiga |

Canadian drugmaker Valeant Pharmaceuticals International Inc. has agreed to buy Salix Pharmaceuticals Ltd. for about $10 billion in cash.

Corinne Ball and Jessica Kastin

'Tackett' Reverses Precedent in the Labor, Retiree Arena

By Corinne Ball and Jessica Kastin |

Corinne Ball and Jessica Kastin of Jones Day write: In 'Tackett', the Supreme Court overruled long-standing precedent in the Sixth Circuit, which will likely make it easier for employers and acquirors to defeat arguments that retirees are entitled to lifetime health benefits.

David E. Kahen and Elliot Pisem

'MoneyGram' Tackles Definition of 'Bank'

By Elliot Pisem and David E. Kahen |

In their Taxation column, Elliot Pisem and David E. Kahen, members of the law firm of Roberts & Holland, discuss a recent Tax Court case that interprets and applies the statutory definition of "bank" in the context of special provisions providing liberal rules under which "banks" may claim deductions for bad debts.

Ex-Goldman Programmer Alleges Malicious Prosecution by FBI

By Charles Toutant |

A former Goldman, Sachs & Co. vice president who was accused of stealing computer code from the company claims in a suit that the FBI put his ex-employer’s interests ahead of the interests of justice by maliciously prosecuting him.

Circuit Finds Allstate Offer to Workers Was Valid in EEOC Case

By Saranac Hale Spencer |

A company can fire its employees and offer them their jobs back as independent contractors under the condition that they drop any claims—including discrimination claims—they may have had against the company, the Third Circuit has ruled.

Litigation Funder in Ecuador Case Settles With Chevron

By Scott Flaherty |

A key financial supporter of litigation claiming that Chevron Corp. damaged the Amazon rainforest in Ecuador has renounced his association with the case.

<b>EDITH RAMIREZ:</b>

Lawyers Search for Insight on Enforcement Plans in FTC Report

By Jenna Greene |

With future legal battles over security and privacy all but certain, lawyers say the Federal Trade Commission's new report on the "Internet of Things" provides helpful guidelines, but few hard and fast answers.

Van Beckwith of Baker Botts

Baker Botts Derails $1.37B Gazprom Case

By David Bario |

In the middle of a $1.37 billion trade secrets trial against Russian oil giant OAO Gazprom, plaintiff Moncrief Oil International Inc. abruptly agreed to drop the case after Gazprom's lawyers at Baker Botts uncovered evidence that a key document in the trial had been faked.

Barbara M. Goodstein

The New York UCC Comes of Age: Part II

By Barbara M. Goodstein |

In her Secured Transactions column, Barbara M. Goodstein, a partner at Mayer Brown, discusses amendments to Articles 1, 7 and 9 contained in the 2014 Modernization Act and focuses on non-uniform provisions, including the transition provisions (or lack thereof) for the Act.

Bank of America Can't Dodge $1.27B Countrywide Verdict

By Scott Flaherty |

Southern District Judge Jed Rakoff told Bank of America Corp. Tuesday that it "utterly failed" to offer a compelling reason to retry a mortgage fraud case that put the bank on the hook for $1.27 billion.