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.
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.
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.
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.
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.
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.
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.
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.
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.
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 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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."
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.
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.
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.
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.
"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."
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.
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.
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.
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. 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.
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?
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.
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.
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.
Citigroup's global markets division failed to report data on 26,810 transactions due to a computer glitch, the agency said.
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.
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.
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.
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.
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.
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.
The U.S. Court of Appeals for the Federal Circuit continues to carve out a sliver of room for software patents.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
In her defense of Staples Inc.'s proposed $6.3 billion acquisition of Office Depot Inc., Diane Sullivan described Amazon.com 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
After 2015's blistering pace for mergers and acquisitions, activity has plummeted, according to a survey by Thomson & Reuters.
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.
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.
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.
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.
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.
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.