Recent Blog Posts

  • December in Brief (Business Regulation and Regulated Industries) 2021 Banking Law OCC Releases Final Rule Rescinding 2020 CRA Rule By Christopher Greenidge, McGlinchey Stafford, PLLC On December 15, 2021, the Office of the Comptroller of the Currency (OCC) issued a final rule that rescinds the June 2020 Community Reinvestment Act (CRA) final rule and replaces it with a rule based on the rules that were previously adopted jointly by the federal banking agencies in 1995. The OCC states, in bulletin 2021-61, that this final rule applies to national banks and federal and... More
  • December in Brief (Securities Law) 2021 Securities Regulation SEC Proposes Amendments Regarding Rule 10b5-1 Insider Trading Plans and Related Disclosures By Bella Zaslavsky, K&L Gates LLP On December 15, 2021, the Securities and Exchange Commission announced its proposal to amend Rule 10b5-1. The announcement follows SEC Chair Gary Gensler’s June 2021 direction to the SEC Staff to propose recommended reforms to the rule, and largely track the recommendations made by the Investor Advisory Committee in September 2021. The proposed amendments are intended to enhance disclosure requirements and investor protections... More
  • December in Brief (Mergers and Acquisitions) 2021 International M&A Judge Rules Harman International and Ex-Directors Must Face Shareholder’s Suit By Noah Lewis, Bass, Berry & Sims PLC On December 14, 2021, the District of Connecticut (the “Court”) denied a motion for judgment on the pleadings (the “Motion”) filed by Harman International Industries Inc., an American audio electronics company (“Harman”), and its former directors (the “Directors”) in a lawsuit brought by a former shareholder (the “Shareholder”). The Court ruled that the Shareholder’s suit plausibly alleged that Harman, by and through the... More
  • December in Brief (Business Litigation and Dispute Resolution) 2021 Dispute Resolution Supreme Court to Resolve a Circuit Split By Leslie A. Berkoff The question of whether the discretion granted to district courts under 28 U.S.C. § 1782 (“§ 1782”) to render assistance in gathering evidence for use in a “foreign or international tribunal” includes compelling discovery in aid of private commercial arbitrations (in contrast to treaty-based arbitrations) is currently before the Supreme Court for determination. While the question had previously gone to the Supreme Court in the case of Servotronics v. Rolls... More
  • November in Brief (Securities Law) 2021 Securities Regulation SEC Staff Issues Accounting Guidance for “Spring-Loaded” Compensation Awards By Alan J. Wilson, WilmerHale On November 29, 2021, the Securities and Exchange Commission (SEC) Staff announced the issuance of Staff Accounting Bulletin No. 120 (SAB 120), which was jointly prepared by the SEC’s Office of the Chief Accountant and the Division of Corporation Finance. SAB 120 outlines the SEC staff’s views regarding estimating the fair value of share-based payment transactions in accordance with ASC 718, Compensation—Stock Compensation, when a company is... More
  • November in Brief (Mergers and Acquisitions) 2021 Domestic M&A Delaware Chancery Court Awards Investors $690 Million over “Sham” Trigger of Partnership Buy-Back Provision By Noah Lewis, Bass, Berry & Sims PLC On November 12, 2021, the Court of Chancery of the State of Delaware (the “Court”) ordered Loews Corporation, a holding company that engages in the oil and gas business (“Loews”), to pay $689.8 million plus interest in favor of former unit holders of Boardwalk Pipeline Partners LP, a limited partnership that transports and stores natural gas (“Boardwalk”). The former unit... More
  • November in Brief (Legal Opinions and Ethics) 2021 Ethics and Professional Responsibility Scam Savviness as a Metric of Attorney Competence and Diligence By Keith R. Fisher Does anyone use checks anymore?  Despite the proliferation of multiple electronic and internet-based consumer and commercial payment systems, the answer is yes.  Checks can provide a useful paper trail to establish that payment for something was made.  In some countries outside the United States, checks frequently remain the payment system of choice.  Personal or company checks are good but occasionally can bounce, so what is... More
  • November in Brief (Business Regulation and Regulated Industries) 2021 Banking Law Federal Agencies Issue Final Rule on Computer-Security Incident Notification Requirements for Banking Organizations By Christopher Greenidge, McGlinchey Stafford, PLLC On November 18, 2021, the Office of the Comptroller of the Currency (OCC), the Federal Reserve Board, and the Federal Deposit Insurance Corporation (FDIC) announced the adoption of a final rule that requires a banking organization to notify its primary federal regulator of a significant computer-security incident within 36 hours after the organization determines that the incident has occurred. The rule would also... More
  • November in Brief (Business Litigation and Dispute Resolution) 2021 Business Litigation In Rare Decision, Delaware Court Enjoins Merger Vote By Shannon E. German and Leah E. León, Wilson Sonsini In a rare decision, the Delaware Court of Chancery recently enjoined a stockholder vote on a merger until disclosure violations were remedied. In Nantahala Capital Partners II Ltd. Partnership v. QAD Inc., Vice Chancellor Paul Fioravanti reasoned that no vote could occur until the company corrected the deficient disclosures. He rejected, however, the plaintiff’s argument that the vote should be enjoined on the... More
  • November in Brief (Internet Law and Cyber-Security) 2021 Supreme Court Refuses to Review 8th Circuit “Initial Interest Confusion” Decision By John E Ottaviani, Partridge Snow & Hahn LLP The U.S. Supreme Court has declined to hear a petition for certiorari regarding online advertising practices in the latest battle in a long-running dispute between two mattress companies. The denial lets stand a decision from the U.S. Court of Appeals for Eighth Circuit that held that the plaintiff could rely on a showing of confusion at the time of advertising, not at the... More