Corporate Update

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?

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.

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.

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.

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.

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.

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.

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.

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.

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.

Elliot Pisem and David E. Kahen

Proposed Regulations to Treat Debt as Stock

By Elliot Pisem and David E. Kahen |

In their Taxation column, Elliot Pisem and David E. Kahen discuss a recent notice of proposed rulemaking issued by the IRS and Treasury issued setting forth Proposed Regulations under §385. The Proposed Regulations would characterize certain debt instruments issued by corporations (or certain related non-corporate entities) to related persons as stock for federal tax purposes.

Citigroup headquarters in New York.

Law Firms Adjust After Bank Regulators Reject 'Living Wills'

Bank regulators have refused to sign off on "living will" contingency plans drawn up by banks whose health is deemed critical to the U.S. financial system. Eight banks that hold more than $250 billion in global assets were up for review before the Federal Reserve and the FDIC, and seven of them failed the test and now face an October deadline to refile.

Justices Wrestle With How False a 'False Claim' Must Be

The federal False Claims Act is the government's chief fraud-fighting tool, and a lucrative one at that. On Tuesday, the U.S. Supreme Court wrestled with how false a claim for payment must be in order to earn the law's punishing penalties.

Mark Rumold, Electronic Frontier Foundation

Foundation Seeks Information About Decryption Orders

Digital liberties group Electronic Frontier Foundation sued the U.S. Department of Justice Tuesday for documents that may shed light on how many times—if ever—the federal government has sought a secret court order forcing companies to decrypt consumers' information.

Joseph M. McLaughlin and Yafit Cohn

The Effectiveness of Non-Reliance Provisions

By Joseph M. McLaughlin and Yafit Cohn |

In their Corporate Litigation column, Joseph M. McLaughlin and Yafit Cohn write: While a non-reliance provision that is not boilerplate, but is instead the product of negotiation between sophisticated parties dealing at arm's length, may negate claims of reasonable reliance on extra-contractual representations, Delaware courts have in some cases sustained fraud claims based on extra-contractual information despite a non-reliance provision. A recent Delaware Court of Chancery decision reconciles at least some of these decisions

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

SEC Imposes Unusual Condition on Award to Whistleblower

When the SEC considers a whistleblower award, the agency looks at the value of the tip and the scope of any cooperation. But agency officials also want to put the highest awards in the cleanest hands, weighing each whistleblower's participation in financial misconduct and promptness in alerting regulators.

Report: Merger Fever Cooled in First Quarter

After 2015's blistering pace for mergers and acquisitions, activity has plummeted, according to a survey by Thomson & Reuters.

New York state comptroller Thomas DiNapoli

SEC Exxon Ruling May Inspire More Shareholder Resolutions

By Rebekah Mintzer |

In a setback for Exxon Mobil Corp., the SEC has refused to block a proposal from shareholders asking the company to explain how climate change will affect its overall business.

Barbara M. Goodstein

Bail-Out Turns to Bail-In: Europe Anticipates Next Financial Crisis

By Barbara M. Goodstein |

In her Secured Transactions column, Barbara M. Goodstein examines the EU Bank Recovery and Resolution Directive, discusses how "bail-in" affects secured transactions, and highlights some relevant issues for legal counsel.

Still a U.S. company, for now.

New Treasury Rules Scuttle $160B Pharmaceutical Deal

On Monday, the U.S. Treasury Department announced new regulations to make inversions more difficult. It took just two days for Pfizer to announce that it was walking away from the mega-deal with Ireland's Allergan, which would have allowed the American drug giant to take advantage of Ireland's lower tax rates.

Sri Srinivasan.

Judge Was Wrong to 'Second Guess' DOJ, DC Circuit Says

A Washington trial judge "significantly overstepped" his authority when he rejected as too lenient a settlement between prosecutors and a Dutch company accused of sanctions violations, a federal appeals court ruled on Tuesday.

U.S. Commodity Futures Trading Commission.

Commodities Agency Awards Record $10M to Whistleblower

The U.S. Commodity Futures Trading Commission has approved by far the largest award in the five-year history of its whistleblower program, paying out more than $10 million to a tipster who provided the agency with information that led to a successful enforcement action.

John C. Coffee Jr.

The Tide Turns for Class Actions: Complex Litigation After Scalia

By John C. Coffee Jr. |

In his Corporate Securities column, John C. Coffee Jr. of Columbia University Law School writes: The 2015-2016 Term of the U.S. Supreme Court threatened to close down the class action. Not only was the grant of certiorari in three cases a sign that the court intended to focus on the class action context, but each of those three cases hinted that the conservative wing had a specific agenda in mind.

General Motors Headquarters in Detorit, MI.

Fired GM Lawyers Won’t Face State Discipline

Six former in-house counsel at Detroit-based General Motors Co. who were fired over their roles in the fatal ignition switch scandal have apparently escaped a state ethics inquiry.

David A. Katz and Laura A. McIntosh

Gender Diversity on Boards: The Future Is Almost Here

By David A. Katz and Laura A. McIntosh |

In their Corporate Governance column, David A. Katz and Laura A. McIntosh write: A combination of regulatory, legislative, and investor-driven efforts is likely to accelerate the progress that has been made to date toward greater gender diversity and perhaps, one day, gender parity, on public company boards.

Jones Day, Weil Gotshal, Wachtell Cover $9B Acquisition

By Christopher S. Rugaber |

Sherwin-Williams, which has long claimed to "cover the Earth" with its paints, is buying rival Valspar for about $9 billion in a move that it says will expand its reach in Asia and Europe.


Due Diligence Finds Center at Paul Hastings

Kenneth Bender, who heads knowledge management at Paul Hastings, watched as discovery went from being something law firms handled to something sent out to vendors. He doesn't want to see due diligence go the same way, so the firm is setting up a due diligence center, hiring a team of lower-cost lawyers who will do nothing but diligence on corporate deals.

People demonstrate against Tyson Foods, Inc. outside the U.S. Supreme Court on Tuesday, November 10, 2015.

In Tyson Case, Justices Once Again Favor Class Action Plaintiffs

In the second win this term for class action plaintiffs, the U.S. Supreme Court on Tuesday ruled in favor of Tyson Foods employees seeking payment for time spent donning and doffing protective gear, rejecting arguments that the employees' work experiences were not similar enough to sustain a class action.

Marc J. Gottridge and Lisa J. Fried

Does New York Banking Law §200(3) Undo 'Daimler'?

By Marc J. Gottridge and Lisa J. Fried |

Marc J. Gottridge and Lisa J. Fried discuss case law and statutory history while tackling the question of whether a foreign bank consents to be sued in New York for all purposes by appointing DFS's Superintendent as agent for service of process, as the Banking Law requires for it to operate in New York?

<b>GM CASE:</b> Concerns about the MDL process were exposed in an ignition-switch trial.

Limited Guidance Available to Resolve MDL Fee Disputes

Fee fights among plaintiffs attorneys in multidistrict litigation have forced more federal judges in recent cases to wade into the disputes, with practically no case law to guide them.

Memo From NLRB Urges Offices to Settle Cases Early and Often

Facing a "significant budget deficit" for the rest of the fiscal year, the National Labor Relations Board is being frank: Regional offices need to settle disputes quickly—and remember to print double-sided.

Volkswagen Facing Investor Suits in Germany

By David McHugh |

Institutional investors are suing Volkswagen for 3.25 billion euros ($3.57 billion) in damages over the company's handling of its emissions scandal, which has so far seen the share price fall by about a third.

Background Checks in Banks, Conflicts with New Laws

By Philip Berkowitz |

In his Employment Issues column, Philip Berkowitz writes: New York City recently substantially limited employers' ability to run criminal and credit checks on employees and applicants. At the same time, banks and financial services companies are in many cases obligated by law to conduct background checks on employees. How do these various conflicting requirements reconcile with one another? Answer: with difficulty.

Last Week Tonight with John Oliver.

Kenyon Works With Late-Night Host, HBO to Trademark 'Drumpf'

John Oliver, the British-born host of late-night news satire program "Last Week Tonight," has sought to trademark the word "Drumpf" in an effort to dismantle reality television star Donald Trump's quest for the Republican presidential nomination. And now he is getting help from longtime Kenyon & Kenyon partner Howard Shire.

Law Firms in News Corp. Antitrust Case Mull Fee Request

By Miriam Rozen |

Five law firms that represent a class of corporate plaintiffs pursuing antitrust litigation against News Corp. have been given free rein by the company to request as much as 30 percent of a proposed $244 million settlement.

Richard Cordray.

Consumer Protection Enters FTC Territory in Cyber Regulation

The Consumer Financial Protection Bureau has taken enforcement action against the burgeoning online-payment industry, marking the agency's first foray into regulating cybersecurity.

William F. Johnson

Analyzing Early Returns on the Yates Memo

By William F. Johnson |

In his Corporate Crime column, William F. Johnson discusses the impact of the Yates Memo and focuses on two policy changes that are creating some serious issues for individuals as well as companies.

A logo sign outside of a facility occupied by the Dow Chemical Company in Newark, Delaware on June 28, 2015.

Uncertainty in Supreme Court Prompts Dow to Settle Class Action

The Dow Chemical Co. has agreed to pay $835 million to settle price-fixing litigation over urethane sales, citing uncertainties about the prospects of class actions before the U.S. Supreme Court given the death of Justice Antonin Scalia.

EEOC Lawsuits Allege Sexual Orientation Discrimination

For the first time since declaring that protections against sexual discrimination extend to sexual orientation-based discrimination, the EEOC filed lawsuits in federal court on Tuesday alleging that a pair of companies violated the Civil Rights Act by subjecting homosexual employees to hostile work environments.

Corinne Ball

Collective Bargaining Agreement Rejected in the Third Circuit

By Corinne Ball |

In her Distress Mergers and Acquisitions column, Corinne Ball discusses 'In re Trump Entertainment Resorts Unite Here Local 54' and writes that the decision will provide certainty in the Third Circuit regarding the treatment of expired CBAs in bankruptcy and should eliminate the incentive for unions to cause a stalemate and use expiration of their CBA as leverage to refuse to meaningfully negotiate with a troubled employer.

Mercedes Accused of Diesel Fraud Similar to VW Scandal

A class action filed in federal court in Newark says Mercedes-Benz "Clean Diesel" models are programmed to shut off pollution controls under certain circumstances—a claim reminiscent of the recent scandal at Volkswagen that prompted hundreds of lawsuits.

Manny Pacquiao

Companies Can Punish Bad Behavior With 'Morals Clause'

Boxer Manny Pacquiao, who lost a multimillion-dollar sponsorship by Nike Inc. because of homophobic comments he made while running for political office in his native Philippines, has joined a long list of celebrities, from Tiger Woods to Kate Moss, whose public conduct has sent sponsors fleeing.

National Labor Relations Board in Washington, D.C.

NLRB Considers Boosting Its GC's Settlement Power

The National Labor Relations Board is considering whether to give its general counsel more power over settlement offers, a move that could limit the ability of administrative law judges and employers to bring a quick end to labor disputes.

David E. Kahen and Elliot Pisem

Receipt of 'Boot' in Reorganizations: 'Tseytin'

By Elliot Pisem and David E. Kahen |

In their Taxation column, Elliot Pisem and David E. Kahen discuss a recent decision of the Tax Court, which indicates that a shareholder may be required to recognize and pay tax on a surprisingly large amount of gain, at least absent planning that might achieve a more favorable outcome.

The American International Building, located in New York, NY.

Weil Gotshal Helps AIG Make Peace With Icahn, Paulson

In a move that could have ripple effects on American International Group Inc.'s myriad outside lawyers, the company has agreed to add two activist investors to its board of directors, including a top deputy of billionaire corporate raider Carl Icahn, who has been pushing for a split of the storied insurance giant.

Jean Lee.

Minority In-House Counsel Association Names New Head

The Minority Corporate Counsel Association named Jean Lee as the chief executive officer on Thursday. Lee, an assistant general counsel at JPMorgan Chase & Co., will be the first Asian-American to head the organization.

Circuit Upholds Contempt Ruling for Streaming of TV Shows

By Larry Neumeister |

A federal appeals court on Tuesday upheld a judge's contempt ruling against a company that continued streaming TV shows over the Internet after the Supreme Court outlawed the system used to do it.

Gladys Kessler.

Judge Criticizes Tobacco Lawyers' 'Ridiculous' Litigation Strategy

U.S. tobacco companies on Monday drew the ire of a federal judge in Washington, who accused them of trying to "stall" their obligation to pay for public ads about the health risks of smoking.

Joseph M. McLaughlin and Yafit Cohn

Enforceability of Non-Reliance Provisions

By Joseph M. McLaughlin and Yafit Cohn |

In their Corporate Litigation column, Joseph M. McLaughlin and Yafit Cohn, review the Delaware Court of Chancery's decision in 'Prairie Capital III v. Double E Holding Corp.,' which reinforces that an "exclusive representations" provision in an acquisition agreement, coupled with an integration clause and a clear non-reliance on extra-contractual representations provision, should bar fraud claims based on extra-contractual representations (including omission claims).

Music Publisher Agrees to Pay $14M in 'Birthday' Song Deal

Music publisher Warner/Chappell Music Inc. has agreed to pay $14 million to settle a class action challenging ownership rights to the song "Happy Birthday to You" and agreed to the entry of a judgment that would declare that the song is in the public domain.

Litigation Finance Race Continues With New Hires

The scramble for dominance among top commercial litigation financers stepped up a notch this week, as two leading funders announced that they are hiring Big Law veterans and expanding their operations in North America.

Barbara M. Goodstein

A Perfected Lien Is Trumped: Must It Be 'Use It or Lose It'?

By Barbara M. Goodstein |

In her Secured Transactions column, Barbara M. Goodstein writes: Some courts have concluded that merely having a prior perfected security interest is not enough to defeat the rights of a judgment creditor. Prompt enforcement of that security interest is also required. The author examines these cases in the context of 'American Home', one of the more recent decisions in this continuing judicial debate.

Lance Cooper.

Plaintiffs' Attorneys Defend Management of GM Litigation

Plaintiffs lawyers leading hundreds of lawsuits over General Motors Co.'s ignition switch defect on Monday defended their management of the multidistrict litigation, which came under attack after the first bellwether trial imploded abruptly last month amid revelations of apparent fraud and perjury.

Jenny Yang.

Pay Data Proposal Would Bolster Role of EEOC

At a White House event Friday honoring the seventh anniversary of the Lilly Ledbetter Fair Pay Act, federal officials laid out a proposal to have private companies include pay data in annual reports on the race, gender and job categories of their employees.

Ex-GC Who Won Libel Suit Against Company Will Get $850,000

A general counsel who left a company in trouble with its regulator has walked away with $850,000 after winning a defamation suit because the company implied that replacing him was connected with fixing the violations.

David A. Katz and Laura A. McIntosh

So You're Thinking of Joining a Public Company Board

By David A. Katz and Laura A. McIntosh |

In their Corporate Governance column, David A. Katz and Laura A. McIntosh write: Candidates for directorships on public company boards have much to consider. The extent to which individuals can effectively manage the risks of directorship often depends on company-specific factors and can be increased through diligence and thoughtful preparation on the part of the director and the company.

U.S. District Judge Edward Chen, Northern District of California

Phone Makers Settle Carrier IQ Privacy Suits

A privacy class action targeting mobile handset makers over built-in tracking software has settled for what amounts to pennies per class member.

Cybersecurity Suit Introduces New Liability Exposure for IT Firms

If the case moves forward, a casino operator's recent lawsuit against an IT security firm it hired to investigate a data breach could pave the way for similar lawsuits to be brought by clients dissatisfied with the quality of IT security contractors' work.