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.
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.
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 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.
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.
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.
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.
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.
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.
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.
A privacy class action targeting mobile handset makers over built-in tracking software has settled for what amounts to pennies per class member.
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.
General Electric Co., which recently announced the move of its corporate headquarters from Connecticut to Boston, struck a deal with leading Chinese home appliance manufacturer Haier Group Corp. for its appliances business.
Since the SEC started its whistleblower program back in 2011, it has given out a total of $55 million in awards to whistleblowers who pointed out wrongdoing at their firms or companies. Until now, all of these awards have involved internal players at the company speaking up about misconduct.
Nearly 150 law firms have applied for leadership positions in the multidistrict litigation targeting over Volkswagen A.G. over the company's "clean diesel" emissions scandal.
In his Corporate Securities column, John C. Coffee Jr. of Columbia University Law School provides a brief tour of the empirical evidence associated with the rise in hedge fund activism and then turns to policy issues surrounding the matter.
In his Employment Issues column, Philip M. Berkowitz writes: The United States, many think, leads the way globally in its passage and enforcement of anti-bribery and corruption, and whistleblower protection laws. But U.S. companies doing business in the U.K. need to know that our overseas cousins are not far behind, and indeed may have leapfrogged over us with the recent publication of the U.K. Financial Conduct Authority's new whistleblower rules.
Calling him "uniquely qualified to work and earn the trust of the parties," a federal judge plans to appoint former FBI director Robert Mueller to oversee settlement negotiations in the class actions filed over Volkswagen A.G.'s emissions scandal.
A Virginia federal trial judge weighed in on a question that has divided a pair of federal appeals courts: Does an employee need to directly contact the SEC to receive whistleblower status under Dodd-Frank?
With 71 announced deals clocking in at more than $10 billion, 2015 set a record for M&A, according to Thomson Reuters. The total value of transactions was $4.7 trillion, up 42 percent from 2014.
In their Corporate Crime column, Steven M. Witzel and Samuel P. Groner discuss the Second Circuit's use of the "mini-en banc" when it desires to overrule one of its precedents but there is no intervening Supreme Court decision that it can point to for justification.
The Justice Department has sued Volkswagen A.G. claiming it violated the Clean Air Act by installing illegal defeat devices in nearly 600,000 diesel engine vehicles in the United States that were designed to cheat emissions tests.
An overhaul of federal court rules that regulate the exchange of information in civil lawsuits took effect Dec. 1, but the rollout is generating its own controversy amid questions about corporate influence and private access to the judiciary.
The two federal agencies tasked with enforcing the Foreign Corrupt Practices Act took very different approaches in 2015, according to a report released on Monday. The DOJ sought to hold individuals accountable, while the SEC mostly wielded the anti-bribery statute against corporations.
Three years after requesting a reward for tipping off financial regulators, a whistleblower has asked a federal appeals court in Washington to force the U.S. Securities Exchange Commission to decide on the award application.
Several companies in the credit-repair services industry should not be allowed to hide their identities secret in their suit against the Consumer Financial Protection Bureau, the agency told a federal judge in Washington this month.
Texas-based ExxonMobil is involved in a trademark case in which the oil services company is seeking to have a federal court in Missouri set aside a 78-year-old permanent injunction.
Dana Post and Jonathan Elsner of Freshfields Bruckhaus Deringer write: Given the increasing susceptibility of law firms to cyber attacks, it is important for lawyers to be aware of their ethical obligations to implement reasonable security practices to protect the confidentiality of client data and to understand the industry standard frameworks to implement effective security programs.
In her Distress Mergers and Acquisitions column, Corinne Ball of Jones Day discusses Emerging Market Debt and writes that record levels of such debt may provide opportunities for distress investors.
In their Taxation column, David E. Kahen and Elliot Pisem discuss a recent Ninth Circuit decision that agreed with the government position that a policyholder's basis in the stock did not include any part of the premiums paid by the policyholder for insurance, and concluded that the entire proceeds from the subsequent sale of the stock by the policyholder constituted gain.
Dow Chemical and DuPont are merging to form a company valued at about $130 billion as they try to counter falling commodities prices and weakness in some key markets that have pressured their giant agriculture and chemicals businesses.
The U.S. Supreme Court ruled Monday that satellite provider DirecTV's contracts can specifically prohibit customers from banding together to sue the company over early termination fees, even though California state law would allow such class action lawsuits to go forward, and force customers into private arbitration hearings instead.
In his Corporate Litigation column, Joseph M. McLaughlin writes that the Northern District of California recently grappled with a new whistleblower protection issue: whether directors who allegedly engage in retaliatory conduct may be liable under Sarbanes-Oxley and Dodd-Frank.
A federal judicial panel has picked U.S. District Judge Charles Breyer in California's Northern District to handle the litigation against Volkswagen A.G. over its emissions scandal.
Waterbury, Vermont-based Keurig Green Mountain Inc. has agreed to be acquired for $13.9 billion by an investor group led by JAB Holding Co. and its owners, Germany's Riemann clan.
In their International Investing column, Elliot E. Polebaum and Helene Gogadze discuss a recent investor-state arbitration in which a tribunal decided that the actions of the Omani state-owned enterprise Oman Mining Company were not attributable to Oman, and therefore the state of Oman could not have breached its obligations under the U.S.-Oman Free Trade Agreement.
With last week's news that pharmaceutical giants Pfizer Inc. and Allergan plc will join together in a tax inversion valued at $160 billion, 2015 appears to be the year of the deal. The transaction brings total M&A value to $3.82 trillion for the year to date—4.3 percent higher than the record set in 2007, according to Mergermarket data.
A federal judge has found that although there was probable cause to believe General Motors Co. committed a crime in failing to disclose a deadly ignition-switch defect, plaintiffs lawyers failed to prove that GM's outside lawyers at King & Spalding should have to turn over their internal notes and memos on the matter.
In his Corporate Securities column, John C. Coffee Jr. of Columbia University Law School discusses regulatory and constitutional issues stemming from the New York Attorney General's investigation of Exxon Mobil, pursuant to the Martin Act, for allegedly fraudulent conduct relating to climate change.
Hotel behemoth Marriott International is becoming even larger, taking over rival chain Starwood in a $12.2 billion deal that will catapult it to become the world's largest hotelier by a wide margin.
The Tenth Circuit has found that Western Union, which had agreed to return an estimated $135 million in unredeemed money transfers as part of a settlement, did not have standing to sue over legal fees that came out of a class fund and not its own pockets.
In his Trademarks column, Howard Wintner discusses the three Lanham Act cases decided by the Supreme Court in 2014 and 2015, and subsequent district court decisions construing them.
Activision Blizzard, which owns the extraordinarily successful "Call of Duty" series, will pay $5.9 billion to buy Candy Crush maker King Digital Entertainment, combining a console gaming power with an established player in the fast-growing mobile gaming field.
New York regulators are considering a host of cybersecurity requirements for banks and insurers and urged other state and federal authorities to collaborate on establishing a framework of defenses for the financial sector.
The toy company Hasbro Inc. is fighting a federal lawsuit in which a Fox News anchorwoman claims that Hasbro appropriated her name—and her likeness—for its plastic toy hamster called "Harris Faulkner."
In his Corporate Crime column, William F. Johnson discusses how the SEC has proposed amendments to its Rules of Practice in an apparent effort to provide a more fair process for respondents in administrative proceedings. He writes that these proposals, although a step in the right direction, still do not go far enough to leveling the playing field for respondents.
Walgreens is buying rival Rite Aid for about $9.41 billion in cash, creating a drugstore giant with nearly 18,000 stores around the world. Also, KeyCorp will expand deeper into the Northeast with a $4.1 billion deal to buy First Niagara Financial Group and create the 13th largest commercial bank in the United States.
The first day on the job for the Department of Justice's new chief compliance officer, Hui Chen, was Tuesday, and her boss used a speech to a group of compliance professionals to explain what Chen will be doing in the newly created position: reality checking.
The former general counsel of General Motors Co. is fending off a subpoena to testify in the first bellwether trial over the ignition switch defect that prompted recalls of 2.6 million cars and trucks last year.
In their Corporate Governance column, David A. Katz and Laura A. McIntosh discuss the tenure of Commissioner Daniel M. Gallagher, writing: Commissioner Gallagher's public victories on key issues, and his prolific writings and speeches, do not represent the full extent of his legacy. As a minority voice in a highly politicized era, many of his successes have been and will remain largely invisible.
In the crosshairs of a secret federal investigation, companies can face a dilemma: challenge the agency and risk public exposure or keep everything confidential as investigators assert their authority. A group of unidentified businesses in the consumer credit counseling market made a choice recently to take their complaint against the Consumer Financial Protection Bureau to a federal court in Washington, who kept the identities of the companies and an individual secret.
Cybersecurity and crisis management are the primary sources of concern for corporate counsel, judging by the intense focus on both topics at the annual meeting of the Association of Corporate Counsel last week.
In her Distress Mergers and Acquisitions column, Corinne Ball discusses the Third Circuit decision in 'In re LCI Holding Company', which upheld a §363 sale over the objection of the U.S. government that the sale would generate a substantial administrative expense tax liability that would go unpaid.
Manhattan's largest apartment complex, Stuyvesant Town-Peter Cooper Village, will be sold for $5.3 billion in a deal that will preserve nearly half its 11,232 units for middle-class families, New York City officials said Tuesday.
With billions of dollars at stake in restitution and penalties, U.S. states are moving quickly to try to hold Volkswagen accountable for its emissions-cheating scandal.
The takeaway for lawyers from the GM ignition-switch fiasco is for legal staff to have an open path for full disclosure—up the chain. That was the conclusion from a discussion at the panel titled "General Motors: What In-house Counsel Can Learn from the Valukas Report" on Tuesday at the Association of Corporate Counsel’s annual meeting.
In their Taxation column, Elliot Pisem and David E. Kahen discuss a recent Tax Court decision addressing whether a company engaged primarily in the sale of "residual value insurance" with respect to property such as automobiles, commercial real estate, and commercial equipment may compute its income under favorable IRC provisions relating to "insurance companies."
Volkswagen A.G.'s emissions scandal has sent the German company's stock tumbling, but shareholders looking to recover their losses have a difficult road ahead in court, largely due to the U.S. Supreme Court's 2010 decision in 'Morrison v. National Australia Bank'.
Dell is buying data storage company EMC for $67 billion in a huge bet on a segment of technology that has proven to be more profitable than the slumping personal computer market.
In a setback for many U.S. companies, the EU’s highest court on Tuesday struck down a 15-year-old agreement allowing the personal data of customers and employees to flow freely from Europe back to the United States. By nixing the safe harbor agreement that around 4,500 companies rely on to move data without dealing with Europe’s strict data privacy laws, the court has thrown into question what had been assured legal protection.
New York-based Bristol-Myers Squibb Co. on Monday agreed to pay nearly $14.7 million to settle civil charges that its joint venture in China bribed health care providers at state-controlled hospitals in order to promote drug sales.
Mayer Brown has assumed a leading role defending Volkswagen against consumer lawsuits in the U.S. arising from its emissions scandal, according to one of the plaintiffs lawyers spearheading a lawsuit against the company.
In her Data Privacy column, Anahita Thoms writes: As U.S. regulatory investigations become increasingly global, the EU data protection laws and the restrictions they impose present major challenges for companies that want to cooperate with authorities by transferring requested EU data to the United States.
In her Secured Transactions column, Barbara M. Goodstein revisits, both generally and in light of a recent Second Circuit decision, how a confirmed reorganization plan can extinguish liens in bankruptcy, and further how a lienholder's failure to participate in a bankruptcy proceeding can affect that result.
The National Highway Traffic Safety Administration said Tuesday that Fiat Chrysler Automobiles failed to report some deaths, injuries and other information to the agency as required by law.
The high number of plaintiffs attorneys appointed to steer multidistrict litigation and the repeated use of the same firms are drawing criticism from lawyers competing for those posts and from the judiciary involved in several prominent MDL cases this year.
The smartphone passwords of two former Capital One data analysts accused of insider trading will remain a secret to the U.S. Securities and Exchange Commission, a federal judge has ruled in a case one securities lawyer said covered rarely-trodden ground.
In their Corporate Governance column, David A. Katz and Laura A. McIntosh write: The lightning speed of information flow and trading, the constant innovations in financial products, and the increasing sophistication of active market participants each pose enormous challenges for the SEC; together, even more so. The ongoing controversy over §13(d) reporting exemplifies the many challenges facing the SEC in this regard.
European telecommunications and cable company Altice has agreed to buy New York cable operator Cablevision for $17.7 billion, including debt, as it pursues its aggressive expansion in the U.S.
Circle Internet Financial has outlined security, capitalization, controls against money laundering and other measures intended to protect consumers and root out illicit transactions, the Department of Financial Services said Tuesday. Applications from 24 other companies are under review.
Volkswagen has been hit with at least 16 putative class actions around the country in the wake of the Environmental Protection Agency's announcement that the company programmed software in cars with diesel engines to evade clean air standards.
John C. Coffee Jr. writes: It is premature to predict whether James R. Doty will be replaced or reappointed at the Public Company Accounting Oversight Board. The battle will play out over the next several weeks. But, at the worst, he will be remembered. Sadly, in Washington, mediocrity is increasingly winning it its ancient and unending battle with excellence.
A federal appeals court on Friday weighed whether a trial judge abused his authority when he rejected a corporate settlement as too lenient—one day after the U.S. Department of Justice announced plans to take a tougher approach against white-collar crime.
In some ways, the new DOJ memo on white-collar investigations standardizes in writing the same approach many prosecutors, especially big-city U.S. attorneys, have practiced all along. But to others in Big Law and within corporations, the memo published last week—directing prosecutors to focus on individuals in addition to wider corporate wrongdoing—swings like a blunt instrument at how companies under investigation talk to officials from Main Justice.
A coalition of environmental groups has revived its attempt to intervene in and object to New Jersey's controversial $225 million settlement with Exxon Mobil Corp. over contamination claims.
In his Corporate Crime column, Steven M. Witzel of Fried, Frank, Harris, Shriver & Jacobson surveys the current status of state and federal efforts to reform the grand jury system, and seeks to provide an overview of the various reform efforts and where the consensus is heading.
In his Employment Issues column, Philip Berkowitz of Littler Mendelson writes: In the United States, mandatory hiring quotas based on gender, or any other protected factor, may violate anti-discrimination laws. While the law encourages voluntary diversity and affirmative action, these efforts are subject to careful scrutiny to assure that they do not constitute unlawful "reverse discrimination."
A Boston federal judge ordered the U.S. Securities and Exchange Commission to speed up rulemaking that will require energy companies to disclose their payments to governments in exchange for commercial development of natural resources.
Canada’s highest court ruled Friday that thousands of Ecuadorean villagers seeking to hold Chevron liable in an epic environmental toxic torts case can sue the energy giant north of the border.
In his Securities Law and Regulation column, Chaim A. Levin writes: The new Regulation A+ that became effective this summer represents an important and innovative SEC rule promoting hybrid private and public offerings that permit the flexibility of far less disclosure than was mandated before.
Ruling in a case with implications for the entire on-demand economy, a federal judge on Tuesday certified a class of Uber Technologies Inc. drivers seeking employee status and reimbursement for withheld tips.
After being postponed for several months, a Daubert hearing in the Zoloft MDL kicked off again with counsel for Pfizer claiming the plaintiffs' causation expert was unqualified to offer opinions in the case and used improper methodology to arrive at his conclusions that Zoloft causes cardiac birth defects.
The National Labor Relations Board released a long-awaited ruling last week on the Browning-Ferris Industries case that reworks the definition of "joint employer" in a manner that could cause major headaches for many companies.
In her Distress Mergers & Acquisitions column, Corinne Ball discusses 'In re SemCrude', in which the Third Circuit sought to clarify the difference between direct and derivative investor claims.
Lawyers for Hewlett-Packard Co. have seized ammunition from an unusual source in their latest bid to knock out a RICO lawsuit brought by Petroleos Mexicanos—the Mexican state oil and gas company's own SEC filings.
More than 75 class action lawsuits have been filed across the country so far against the four major airlines that are the targets of an antitrust investigation by the DOJ, which is exploring whether the airlines kept ticket prices high by limiting the number of available seats.
A New Jersey judge on Tuesday upheld the controversial $225 million settlement reached by the administration of Gov. Chris Christie and ExxonMobil over contamination claims, including about $44.4 million in fees for the state's outside counsel.
In his Taxation column, David E. Kahen discusses two decisions addressing situations where amounts were paid with respect to stock or stock options previously issued to an executive of the corporation, and either the executive or the corporation sought more favorable tax treatment with respect to the amounts paid than would have been expected based on prior tax reporting positions by the same or related taxpayers.
The rule, which requires companies to report to the SEC and note on their websites whether any products "have not been found to be [Democratic Republic of the Congo] conflict free," was initially struck down as violating the First Amendment in April 2014.
Emmanuel "Manny" Pacquiao and Home Box office Inc. won the first round in the litigation over his highly publicized match against Floyd Mayweather after a federal panel sent more than 40 consumer class actions to a judge in Los Angeles.
Two Citigroup affiliates agreed to pay nearly $180 million Monday to settle charges by the SEC that they misled and defrauded investors. At the same time, the SEC agreed to grant Citigroup another controversial waiver from automatically becoming an ineligible issuer of securities.