Corporate Update

Elliot Pisem and David E. Kahen

Characterization of Forfeited Deposits and Break Fees

By Elliot Pisem and David E. Kahen |

Elliot Pisem and David E. Kahen of Roberts & Holland discuss surprising and unfavorable results recently stemming from Internal Revenue Code §1234A, which governs the character of gain or loss attributable to the cancellation, lapse, expiration, or other termination of a right or obligation with respect to "property which is (or on acquisition would be) a capital asset."

Consumer Financial Protection Bureau building in Washington, D.C.

CFPB Predicts DC Circuit Ruling Won't Survive Challenge

A lawsuit in North Dakota federal district court could provide an early test of the reach of a federal appeals court decision that confronted what the judges called the “massive, unchecked power” of the Consumer Financial Protection Bureau.

U.S. Equal Employment Opportunity Commission building in Washington, D.C.

EEOC Takes on Emerging Issues in New Strategic Enforcement Plan

The Equal Employment Opportunity Commission unveiled its latest strategic plan Monday, which will prioritize three new pieces of the agency's enforcement agenda: tackling nontraditional employment, protecting Muslims and Sikhs and ensuring the fairness of data-driven employment screening tools.

Harry Shearer

'Spinal Tap' Actor Sues to Recoup Profits Owed From Movie

By Amanda Bronstadt |

Harry Shearer has filed a $125 million lawsuit against Vivendi S.A. over profits from the 1984 cult film "This Is Spinal Tap," in which he starred as fictional rock band member Derek Smalls.

Joseph M. McLaughlin and Yafit Cohn

SOX Certification Requirement and Clawback Provision

By Joseph M. McLaughlin and Yafit Cohn |

Corporate Litigation columnists Joseph M. McLaughlin and Yafit Cohn provide insight from the case 'SEC v. Jensen', where the U.S. Court of Appeals for the Ninth Circuit provided needed guidance on the scope of distinct requirements under the Sarbanes-Oxley Act—the certification requirement and the clawback provision.

Facebook Takes Shot at IRS in Transfer-Pricing Feud

By Ross Todd |

Facebook Inc. is challenging the federal government's claim that it underpaid taxes, possibly by more than a $3 billion, due to the way it valued assets transferred to its Irish subsidiary in 2010.

U.S. Securities and Exchange Commission building in Washington, D.C.

No Violation 'Too Small' as SEC Sets Enforcement Record

The U.S. Securities and Exchange Commission saw a record number of enforcement actions this past fiscal year, a sign the commission is looking beyond headline-grabbing cases involving hundreds of millions of dollars, according to one attorney.

U.S. Department of Justice

Feds Accuse Aetna, Humana of Trying to 'Derail' Antitrust Challenge

U.S. Justice Department lawyers, repudiating the misconduct allegations that Aetna Inc. and Humana Inc. raised in the government's blockbuster antitrust suit, accused attorneys for the health insurers of a "transparent" push to unravel the case before it's ever presented to a judge.

Barbara M. Goodstein

When Can't a Creditor Credit Bid?

By Barbara M. Goodstein |

In her Secured Transactions column, Barbara M. Goodstein, through a discussion of a recent decision in the 'Aéropostale' case in the Southern District of New York, highlights issues and risks that arise when non-traditional lenders find themselves entangled with the debtor in more ways than just debt financing.

Illinois Joins California in Suspending Business with Wells Fargo

The Illinois treasurer's office suspended billions of dollars in trading activity with Wells Fargo & Co. on Monday, becoming the second state to cut off business with the bank after its $185 million settlement over charges it created as many as 2 million unauthorized accounts.

Justices Hunt for Intent in Bank Fraud Law

The harrowing robbery of Kim Kardashian in Paris, Jesse James’ historical bank heists and even notorious bank robber Willie Sutton played into U.S. Supreme Court arguments on Tuesday as the justices wrestled with the level of intent needed to prove federal bank fraud.

A logo sign outside of a facility occupied by Aetna Inc. in Blue Bell, Pennsylvania.

Aetna Accuses Feds of 'Serious Delay and Misconduct' in Antitrust Case

By C. Ryan Barber |

In a request for sanctions filed in Washington federal district court, Aetna and Humana lawyers alleged the government withheld about 1 million documents. And they argued the government's alleged obstruction has "gravely undermined" the ability of the health insurers to mount a defense against claims from antitrust enforcers that Aetna's acquisition of Humana would drive up the price of insurance.

Daniel A. Fliman and Isaac S. Sasson

Introduction to Ad Hoc Committees in Distressed Situations

By Daniel A. Fliman and Isaac S. Sasson |

Daniel A. Fliman and Isaac S. Sasson provide an introduction to ad hoc committees, including insights into their benefits and operations, and an overview of certain legal considerations unique to such committees.

Justice William Blair, judge in charge of the Commercial Court, discusses the introduction of the new Financial List in the High Court of England and Wales at the offices of Brown Rudnick on Sept. 22.

British Judge Discusses New London Business Court During NY Visit

By Phil Albinus |

As business disputes grow in size and complexity, would a specialized court with judges who are experts in the matters, and who could speed up rulings and appeals, be a good idea in the United States? That was among the topics at a discussion given last week by The Hon. Mr. Justice Blair at the Times Square offices of Brown Rudnick.

Google self-driving car

Self-Driving Vehicle Guidelines Welcomed by Regulators, Operators and Manufacturers

By Ben Seal and Cheryl Miller |

State regulators, industry attorneys and vehicle manufacturers greeted the Federal Automated Vehicles Policy, published by the National Highway Traffic Safety Administration and U.S. Department of Transportation on Tuesday, as a positive step toward providing clarity and preventing an undesirable patchwork of local laws.

David A. Katz and Laura A. McIntosh

The Board's Role in FCPA Compliance

By David A. Katz and Laura A. McIntosh |

In their Corporate Governance column, David A. Katz and Laura A. McIntosh write: Overseeing FCPA compliance is no easy task. As a legal matter, boards are required to create and follow procedures designed to ensure compliance with applicable laws. Directors succeed in this task by fostering a culture of high ethical standards, by prioritizing compliance oversight, and often by personally investing time and effort in the company outside the boardroom.

U.S. Department of Justice

Judge Rejects DOJ Change in Music Licensing Decree

In a win for Broadcast Music Inc. and the American Society of Composers, Authors and Publishers, a federal judge has shot down a recent determination from the U.S. Department of Justice that these performance rights organizations can't engage in so-called fractional licensing, which is crucial to their business model.

Samsung Sued By Man Who Says Exploding Phone Battery Caused Third-Degree Burns

A new lawsuit against Samsung Electronics Co. alleges that the South Korean device maker had problems with exploding smartphone batteries even before the recent recall of its Galaxy Note 7, leaving at least one man with third-degree burns.

John C. Coffee Jr.

Securities Litigation Goes Global

By John C. Coffee Jr. |

In his Corporate Securities column, John C. Coffee Jr. of Columbia Law School discusses the spread of "entrepreneurial litigation" to Europe, where major securities class actions have recently settled, and he writes that the most striking fact about those actions is the key organizational role in structuring them played by traditional American plaintiff law firms.

Apple Fans Sue Over iPhone Upgrade Delays

Loyal followers of Apple Inc. were excited last year when the company started a program that let them pay a little extra with the promise of getting the latest device each year. But now lawyers for a disgruntled subset of those consumers have sued Apple, saying they’ve been told to wait.

'Made-for-Litigation' Science Scuttles Two Talc Trials Under NJ Judge's Ruling

By Amanda Bronstad |

A New Jersey trial court judge has struck two upcoming trials over talcum powder’s link to ovarian cancer after concluding that two plaintiffs’ experts had “made-for-litigation” scientific methods.

U.S. Securities and Exchange Commission.

Head of SEC Whistleblower Office Joins Plaintiffs Firm

Whistleblower plaintiffs firm Phillips & Cohen announced Tuesday that Sean McKessy, the former chief of the U.S. Securities and Exchange Commission's Whistleblower Office, is joining the firm as a partner in Washington, D.C.

Applying Del. Standard, NY Judge Tosses Challenge to $80M Shipping Merger

By Jason Grant |

Applying a Delaware use of the business judgment rule, a Manhattan judge has dismissed a shareholder class action that alleged corporate breach of fiduciary duties connected to the 2015 merger of dry bulk shipping companies Baltic Trading Ltd. and Genco Shipping & Trading Ltd.

Steven M. Witzel

Electronically Stored Information and the Fourth Amendment

By Steven M. Witzel |

In his Corporate Crime column, Steven M. Witzel writes: In dealing with issues involving electronically stored information, Congress, courts and commentators are struggling to find the proper balance between preserving Fourth Amendment rights and providing effective tools for government investigations.

Ex-Monsanto Official Receives $22.5M Whistleblower Award

A former Monsanto Co. executive received a $22.5 million whistleblower award Tuesday for alerting U.S. securities regulators to improper accounting that inflated the agrichemical company's reported sales of Roundup, according to the lawyer who represented the tipster.

Survey Finds In-house Spending Priorities Depend on Gender

A new survey coming out of the U.K. shows that legal spend and priorities within the department differ based on whether a male or female is in charge.

Trader Joe's

Trader Joe's Wins Lanham Act Appeal Against Canadian Copycat

By Scott Graham |

The Lanham Act can stretch across the U.S. border to reach a Canadian man selling Trader Joe's merchandise at a store he calls Pirate Joe's in Vancouver, British Columbia, the Ninth Circuit has ruled.

Corinne Ball

Emerging Markets Investing: When Domicile, Choice of Law Are Vulnerable

By Corinne Ball |

In her Distress Mergers and Acquisitions, Corinne Ball of Jones Day discusses a recent decision that established precedent for an emerging debtor that seeks insolvency relief locally to impose the local insolvency framework upon its financing affiliate, despite reliance upon a different jurisdiction for domicile and choice of law to enable such affiliate to raise capital from U.S.-based investors.

Pfizer World Headquarters in New York City.

Four Firms Advise Pfizer's $14B Buy of Cancer Drug Maker Mediavation

Four months after new rules adopted by the U.S. Department of the Treasury foiled Pfizer Inc.'s plans to acquire Allergan plc in a $160 billion tax inversion deal, the New York-based pharmaceutical giant has moved on to pick up a cancer drug maker with four Am Law 100 firms in tow.

Lawmakers Question Large Price Boost for Drug Auto-Injector

By Ben Seal |

A growing chorus of lawmakers is demanding answers as to why prices have risen five-fold for a lifesaving drug for people at risk of severe allergic reactions.

U.S. Securities and Exchange Commission building in Washington, D.C.

Litigation Funding Company's Suit Calls SEC Process Unconstitutional

A litigation funder facing a fraud investigation has asked a federal judge to rule that the U.S. Securities and Exchange Commission's administrative enforcement proceedings against unregulated parties are unconstitutional.

Elliot Pisem and David E. Kahen

The Ever-Expanding 'Danielson' Rule?

By David E. Kahen and Elliot Pisem |

In their Taxation column, David E. Kahen and Elliot Pisem of Roberts & Holland discuss a recent Eleventh Circuit decision involving a surprising application of the 'Danielson' rule.

All Simon Dawson,..Steve Cohen, stops and talks to the media in the congress centre

Billionaire Investor Steven Cohen Blocked From Managing Commodities Hedge Funds

Federal regulators have barred the billionaire investor Steven Cohen from managing commodity hedge funds until 2018, in a settlement that comes on the heels of a similar agreement with the SEC.

Company That Tried to Avoid Whistleblower Awards Settles With SEC

U.S. securities regulators on Tuesday punished another company for using severance agreements to restrict departing employees from pursuing whistleblower rewards, a fresh warning to employers, following a similar action last week, not to interfere with the path of would-be tipsters.

Kim Dotcom sits in the Auckland District Court during an extradition hearing in Auckland, New Zealand on Sept. 21, 2015.

D.C. Circuit Upholds Seizure of Megaupload's Mega-Assets Overseas

A federal appeals court panel on Friday upheld the federal government's seizure of more than $75 million in overseas assets from the founders of Megaupload Ltd., a now-defunct file-sharing site accused of massive copyright infringement.

Joseph M. McLaughlin and Yafit Cohn

Advancement of Legal Expenses

By Joseph M. McLaughlin and Yafit Cohn |

In their Corporate Litigation column, Joseph M. McLaughlin and Yafit Cohn write: Where the right to advancement of legal fees is provided in both corporate bylaws and an indemnification agreement, and the scope of the advancement rights provided therein differs, the question arises whether the two agreements should be read together or separately. A recent Delaware Court of Chancery opinion provides guidance.

Judge Approves $2M in 'Exceptional Case' Fees for Jaguar

A Delaware federal judge has signed off on automaker Jaguar Land Rover North America's request for more than $2 million in "exceptional case" attorney fees and expenses over a patent infringement case that was deemed "objectively baseless."

SolarCity Defeats Shareholder Suit for Third Time

By Ben Hancock |

A federal judge Tuesday dismissed a shareholder fraud case against renewable energy company SolarCity Corp., which is on the cusp of a merger with Tesla Motors, after lawyers at Pomerantz failed for a third time to make claims stick.

LinkedIn Takes Aim at Fake Profiles Designed to Scrape Data

By Ross Todd |

LinkedIn is seeking to unmask the creators of phony profiles who have been scraping the professional social networking site for data about its 400 million users.

Barbara M. Goodstein

Introducing MIPSA, the ABA Model IP Security Agreement

By Barbara M. Goodstein |

In her Secured Transactions column, Barbara M. Goodstein discusses the Model Intellectual Property Security Agreement and writes: While the MIPSA is definitely a step in the right direction, there remains an overriding need for reform through federal legislation to resolve the uncertain boundaries between IP law and Article 9.

Volkswagen Moves to Throw Out Suit by U.S. Investors

By Amanda Bronstad |

Volkswagen A.G. and four of its senior executives have moved to dismiss claims brought by U.S. investors over the damage its emissions scandal has had on share values, arguing in their brief that the case "exceeds the territorial reach" of U.S. securities laws.

Delaware Judge Transfers OmniVere Fraud Case to New York

OmniVere Holding Co. has won its bid to move a fraud suit by e-discovery competitors from Delaware federal court to New York's Southern District, where the parties are already locked in a messy and convoluted legal battle.

Seventh Circuit Rejects Sexual Orientation Bias Claims

"The writing on the wall is not enough," Judge Ilana Rovner wrote of claims of discrimination based on sexual orientation under Title VII of the Civil Rights Act of 1964. "Until the writing comes in the form of a Supreme Court opinion or new legislation, we must adhere to the writing of our prior precedent."

David A. Katz and Laura A. McIntosh

Director Tenure Remains a Focus of Investors and Activists

By David A. Katz and Laura A. McIntosh |

David A. Katz and Laura A. McIntosh discuss director tenure, or "board refreshment," and write: The best way to achieve healthy board turnover is not term limits or retirement ages but a robust director evaluation process combined with an ongoing director succession process.

Derek Jeter.

Derek Jeter to Face Fraud Allegations

Former New York Yankees shortstop Derek Jeter will have to defend against allegations that he defrauded RevolutionWear Inc., which alleges he fraudulently induced the luxury underwear maker to bring him on board with a 15 percent ownership stake by hiding obligations under his promotional contract with Nike Inc.

U.S. Securities and Exchange Commission building in Washington.

Businesses Criticize Sustainability Disclosures to SEC

In a batch of letters to the SEC, businesses have pushed back against efforts to make them disclose their environmental impact and stances on public policy matters.

U.S. Judge Signs Off on $14B Settlement With Volkswagen

By Ben Hancock |

U.S. District Judge Charles Breyer of the Northern District of California expressed satisfaction with elements of the settlement that will allow owners of VW vehicles with 2.0 liter engines to have their cars fixed or bought back by the automaker, as well as component directed at ameliorating the environmental impact of the scandal.

John C. Coffee Jr.

Adventures in Corporate Governance: Guarding the Internet

By John C. Coffee Jr. |

In his Corporate Securities column, John C. Coffee Jr. of Columbia University Law School addresses the questions: Is a "takeover" or other control change at Internet Corporation for Assigned Names and Numbers (ICANN) likely, or even feasible, as a result of the proposed restructuring of ICANN? Can China, a private entrepreneur, or anyone else, "steal" control of ICANN?

Randolph Moss.

All Writs Act at Play as FDA Considers Generic Drug Approval

In this year's showdown between Apple Inc. and the DOJ, government lawyers invoked a centuries-old law to argue that a federal judge had the power to force the tech company to unlock a terror suspect's iPhone. A pharmaceutical case in Washington is now highlighting the scope of the All Writs Act as a judge navigates a fast-paced, multibillion-dollar dispute over generic drugs.

Report Finds Large Monetary Judgments Difficult to Enforce

Winning a lawsuit and being awarded a large sum of money is not necessarily cause for celebration, according to a new report. In fact, companies are likely losing out on billions of dollars because of unenforced judgments.

Delaware Court Blocks Fee Recovery for Former Goldman Programmer

Attorneys for a former Goldman Sachs computer programmer are appealing the Delaware Court of Chancery's ruling last week that blocked their client's bid to recover legal fees for defending himself against charges of stealing investment bank source code.

Headquarters of the U.S. Securities and Exchange Commission in Washington D.C.

Citigroup Hit With Record SEC Fine in 'Blue Sheet' Case

By Jason Grant |

Citigroup's global markets division failed to report data on 26,810 transactions due to a computer glitch, the agency said.

Philip Berkowitz

Heightened Standards and Bank Human Resources

By Philip M. Berkowitz |

In his Employment Issues column, Philip M. Berkowitz writes: It is essential for counsel and human resources executives advising banks to become familiar with the "Heightened Standards" issued by the Office of the Comptroller of the Currency for certain banks in more than a passing way.

U.S. Department of Labor in Washington, D.C.

U.S. Justice Dept. Defends New Rule for Investment Advisors

The U.S. Justice Department is urging a Washington federal judge to reject a challenge to a sweeping new rule that requires investment advisors to work in their clients' best interests—a heightened standard aimed at protecting retirement savers from billions of dollars in fees.

Eight Firms Jump Into the Ring for $4B Ultimate Fighting Transaction

By Brian Baxter |

The long-awaited sale of the Ultimate Fighting Championship was officially announced Monday morning, with eight high-powered law firms grabbing roles on the largest sports organization sale in history.

In Rare Reversal, Federal Circuit Revives Liver Cell Patent

By Scott Graham |

Health care companies that couldn’t persuade the U.S. Supreme Court last week to reconsider the patentability of human cells have received a consolation prize from the Federal Circuit.

D.C. Circuit Serves Tennis Channel Second Loss to Comcast

A federal appeals court in Washington on Tuesday refused to revive Tennis Channel Inc.'s claims that Comcast Cable Communications' video programming distribution discriminates against the sports network.

William F. Johnson

Setback for Government in FIRREA Enforcement

By William F. Johnson |

In his Corporate Crime column, William F. Johnson of King & Spalding reviews the pattern of recent FIRREA cases, examines the 'O'Donnell' decision and its potential effect on the trend of FIRREA enforcement, and offers insights for defense counsel.

At Federal Circuit, Death of Software Patents Exaggerated

The U.S. Court of Appeals for the Federal Circuit continues to carve out a sliver of room for software patents.

Regulating Unicorns: Governance for Silicon Valley and Beyond

By Bonnie J. Roe |

Bonnie J. Roe of Cohen & Gresser discusses recent remarks from SEC Chair Mary Jo White, which were seen as a warning that the SEC had begun investigating unicorns (privately held companies with a valuation in excess of $1 billion) and the loftier ends of the venture capital market.

Airbnb Brings Its First Federal Case—Taking Hometown to Court

When San Francisco's board of supervisors passed an ordinance in June putting Airbnb on the hook for users who advertise rentals without registering with the city, the mayor's office warned of a "near-certain legal challenge." On Monday, Airbnb took San Francisco to federal court—the sharing company's first ride as a plaintiff.

Antitrust Enforcers Stand Firm Against 'Merger Wave'

By C. Ryan Barber |

The Federal Trade Commission is on a losing streak after suffering back-to-back defeats in its efforts to block hospital mergers in Chicago and Philadelphia.

Justices Approve Ground Rules for AIA Patent Trials

By Scott Graham |

The U.S. Supreme Court has given a vote of confidence to the U.S. Patent and Trademark Office and its handling of inter partes review.

Alexa King, FireEye general counsel

Some GCs Question Wave of Salary Hikes for Firm Associates

Some general counsel in Silicon Valley question the need for the recent wave of salary hikes for associates at leading California firms. If firms raise rates now that they're paying associates more, these GCs say they'll have to reconsider how they assign out legal work.

Corinne Ball

Kaisa Effects Restructuring of U.S. Bonds Offshore

By Corinne Ball |

In her Distress Mergers and Acquisitions column, Corinne Ball of Jones Day writes: Defaults on onshore and offshore obligations by companies in Greater China, as well as other Emerging Markets, have been increasing. Restructuring of this debt via a scheme of arrangement in tandem with a U.S. bankruptcy case may present an effective restructuring mechanism for Emerging Market enterprises.

D.C. Circuit Upholds FCC Net Neutrality Rules

By Zoe Tillman and C. Ryan Barber |

A federal appeals court in Washington on Tuesday upheld expansive federal regulations that require broadband internet providers to treat internet traffic equally regardless of its source.

Six Firms Connect to $26.2B Acquisition of LinkedIn Network by Microsoft

By James Booth and Brian Baxter |

A half-dozen Am Law 100 firms have landed roles on one of the year's largest technology deals, Microsoft Corp.'s proposed $26.2 billion acquisition announced Monday of LinkedIn Corp.

Elliot Pisem and David E. Kahen

Recent Guidance Regarding Deduction of Fines

By David E. Kahen and Elliot Pisem |

In their Taxation column, David E. Kahen and Elliot Pisem of Roberts & Holland delve into two recent IRS Office of Chief Counsel memoranda concerning the disallowance as deductions under IRC §162(f) of amounts that would otherwise constitute ordinary and necessary business expenses, where the amount is a "fine or similar penalty paid to a government" and otherwise within the scope of that provision.

60 Centre St.

OCA Issues New Rules to Speed Resolutions in Commercial Division

By Andrew Denney |

The amendments require rulings in disclosure conferences to be memorialized and establish a procedure to hold settlement conferences before a sitting judge who is not assigned to the case.

Joseph M. McLaughlin and Yafit Cohn

Scope of Delaware Corporate Records Inspections

By Joseph M. McLaughlin and Yafit Cohn |

Joseph M. McLaughlin and Yafit Cohn write that recent Delaware decisions addressing whether email communications exchanged between corporate directors or officers on their personal email accounts or personal devices qualify as documents in the corporation's possession or control, and therefore subject to inspection by stockholders, have reached varying results.

Kraft brand parmesan cheese on the shelves of a Walgreens store in Washington, D.C. April 27, 2016.

Lawsuits Alleging Wood Pulp Filler in Parmesan Are Consolidated

A federal judicial panel has transferred to Chicago more than 50 class actions alleging that four brands, including Kraft and Target, mislabeled their "100% Grated Parmesan Cheese" because they contain fillers made from wood pulp.

Justices Take Dispute Over False Claim Act's Sealing Requirement

The U.S. Supreme Court, stepping into legal fallout from Hurricane Katrina, agreed on Tuesday to hear State Farm Fire & Casualty's appeal that it did not fraudulently shift certain damages claims to the federal government for payment.

Chief Judge Diane Wood of the U.S. Court of Appeals for the 7th Circuit.

Court Rules Companies Can't Force Workers to Arbitrate

Companies can’t force workers to waive their ability to bring class actions, the Seventh Circuit ruled last week. The ruling creates a split between the appellate courts and could invite the U.S. Supreme Court to weigh in on the hot issue of class action waivers in employment agreements.

Uber Seeks Permission to Operate Outside NYC

By David Klepper |

A fight over Uber's plans to expand throughout New York state is escalating as lawmakers enter the final weeks of their 2016 legislative session.

Barbara M. Goodstein

Are Intercreditor Agreements Now Going According to Plan?

By Barbara M. Goodstein |

In her Secured Transactions column, Barbara M. Goodstein of Mayer Brown examines intercreditor agreements in light of two recent decisions, and discusses the problems that continue to plague creditors in enforcing these agreements.

Shannon Liss-Riordan

Lawyer Questions Motives, Qualifications of Uber Deal Critics

The Massachusetts labor lawyer accused of selling out thousands of Uber drivers by agreeing to an $84 million settlement shot back at her critics on Friday. "Notably, some of the loudest objections to this settlement come from lawyers who do not practice in this field (of independent contractor misclassification, wage and hour law, or even employment law), including a 'celebrity lawyer,' and other attorneys whose practice areas focus on products liability and personal injury," she wrote.

Deep Data Dives Pay Off for Plaintiffs in Big Talcum Verdicts

For more than 30 years, medical researchers had studied whether there was a link between talcum powder use in the genital area and ovarian cancer. The answer? It depended on whom you asked.

David A. Katz and Laura A. McIntosh

Holding Activists and Proxy Advisory Firms Accountable?

By David A. Katz and Laura A. McIntosh |

In their Corporate Governance column, David A. Katz and Laura A. McIntosh write: Lawmakers are taking significant steps toward much-needed regulation of proxy advisory firms. With a bipartisan bill introduced this week, Congress outlined a comprehensive oversight framework for increasing the transparency and accountability of proxy advisory firms.

John C. Coffee Jr.

Volkswagen and the Culture of Silence

By John C. Coffee Jr. |

In his Corporate Securities column, John C. Coffee Jr. analyzes the Volkswagen case and white-collar crime strategies, and proposes remedies that criminal and civil enforcers could utilize to break down the culture of silence that surrounds many large organizations.

Justice Samuel Alito Jr., United States Supreme Court

Decision Offers Few Limits on Definition of 'Concrete Harm'

The U.S. Supreme Court on Monday delivered a ruling that was greatly anticipated by the class action bar but may barely move the needle on what it takes to establish harm in cases that trigger statutory damages.

U.S. District Judge Emmet Sullivan ruled for the FTC in blocking the merger of office supply rivals Staples and Office Depot.

Antitrust Ruling Spurns Amazon as an Office Supply Competitor

In her defense of Staples Inc.'s proposed $6.3 billion acquisition of Office Depot Inc., Diane Sullivan described Inc. as a rising behemoth poised to revolutionize the market for office supply sales to large corporate customers. But U.S. District Judge Emmet Sullivan didn't buy the trial attorney's bullish view.

Andrew Ceresney, director of the SEC’s Division of Enforcement.

Whistleblower Gets $3.5M SEC Award After Initial Rebuff

Before being awarded more than $3.5 million on Friday, the latest tipster to benefit from the SEC's whistleblower program was rebuffed on the grounds that the tip did not lead the SEC to initiate an investigation or inquire into different conduct, but came in the midst of an ongoing investigation.

'Hybrid' Retaliation Claims and Investigation Protocols

By Philip M. Berkowitz |

In his Employment Issues column, Philip M. Berkowitz writes that discrimination and harassment claims have provided fodder for workplace investigations by human resources for years. In the era of the whistleblower, however, things have gotten much more complicated, and when claims involve hybrid allegations—racial discrimination and whistleblower retaliation, for example—it would be unwise for any one department of a company to be solely responsible for the investigation.

Judge Emmet Sullivan of the U.S. District Court for the District of Columbia.

Judge's Ruling Ends Merger of Staples and Office Depot

A federal judge on Tuesday blocked Staples Inc.'s proposed $6.3 billion purchase of Office Depot Inc., dooming the deal between the rival office supply chains.

Company Challenges New FDA Regulations on 'Vaping' Products

The U.S. Food and Drug Administration officially published new rules regulating vaping products this week. Not wasting any time, a company that sells the devices and manufactures the "e-liquid" used in them filed a lawsuit early Tuesday claiming the agency overstepped its authority.

U.S. Securities and Exchange Commission building in Washington, D.C.

SEC: Congress Blocks Political Spending Disclosure Reports

In May 2014, Stephen Silberstein asked the U.S. SEC for a rule requiring corporations to disclose their political spending. Nearly two years later, the activist investor was still waiting for a response. So in February, he petitioned for a court order to light a fire under the SEC and force an answer out of the agency.

Steven Witzel and Josh Roth

Implications of the DOJ and Apple Legal Fight That Wasn't

By Steven M. Witzel and Joshua D. Roth |

In their Corporate Crime column, Steven M. Witzel and Joshua D. Roth provide an overview of the facts surrounding the DOJ's legal fight with Apple, examines the legal framework that governs hacking, and concludes that courts should more closely supervise the government when it engages in such activities.

Davis Polk, Paul Weiss and Cravath Counsel $3.8B Sale of DreamWorks

By Barbara Ortutay |

Scooping up Shrek and Kung Fu Panda in a direct bid to compete with The Walt Disney Co., New York-based NBCUniversal Inc. has agreed to acquire Glendale, California-based DreamWorks Animation in a deal valued at $3.8 billion.

EEOC Issues Guidance on Transgender Bathroom Access

On Monday, the Equal Employment Opportunity Commission issued a new guide for employers on how Title VII of the Civil Rights Act applies to transgender people in the workplace. The document affirms the commission's previously held views supporting transgender workers' rights to use whichever bathroom they choose.

Richard Cordray.

Coalition Pushes for a Crackdown on Arbitration Clauses

As the Consumer Financial Protection Bureau closes in on a rule to ban contract terms that prevent class actions, a coalition including powerful labor unions and the NAACP is pushing for a tougher crackdown on arbitration clauses.

Corinne Ball

Pensions and Distress M&A: Control or Structure or Both?

By Corinne Ball |

In her Distress Mergers and Acquisitions column, Corinne Ball discusses a recent decision that places the sponsor and its management style, rather than technical ownership structure of its various investor funds, at the center of the inquiry for imposing control group (i.e., joint and several) liability for unfunded pension liabilities, at least in respect of the withdrawal penalty for multi-employer pension plans.

Retailers Face a Surge of Lawsuits Over Deceptive Pricing

By Stephanie Forshee |

J. Crew Group Inc., Coach Inc., Burberry Group Inc., Tommy Hilfiger, Calvin Klein, Carter's Inc. and OshKosh are among the latest to find themselves named as defendants in separate deceptive pricing class action lawsuits filed this year. They join a list of at least 30 retailers that have faced similar class actions.

Kraft brand parmesan cheese on the shelves of a Walgreens store in Washington, D.C.  April 27, 2016.

Claims of Wood Pulp in Parmesan Cheese Spur 45 Class Actions

Nearly 45 lawsuits have been filed alleging that four brands labeled "100% Grated Parmesan Cheese" including Kraft and Wal-Mart's private brand fail to tell consumers that they actually contain fillers made from wood pulp.

U.S. District Judge Charles Breyer, Northern District of California

Judge Delays Release of Details in VW Emissions Settlement

Key aspects of Volkswagen A.G.'s diesel emissions settlement announced Thursday will not be disclosed for a couple of months if a federal judge has his way.