Recent Blog Posts

  • December in Brief (Business Regulation and Regulated Industries) 2020 Antitrust Law Criminal Antitrust Anti-Retaliation Act Signed Into Law By Barbara T. Sicalides and Miranda Hooker On December 23, 2020, President Trump signed into law the Criminal Antitrust Anti-Retaliation Act of 2019 (“the Act”), prohibiting companies from retaliating against employees and others for reporting criminal antitrust violations.  The Act amends the Antitrust Criminal Penalty Act of 2004 to protect from retaliation whistleblowers who report criminal antitrust violations or other related criminal conduct.  The Act has been almost a decade in the making:  the... More
  • December in Brief (Corporations, LLCs, and Partnerships) 2020 Corporate Law Corporate Transparency Act—Disclosure of Beneficial Owners Required By Rudy Aguilar and Douglas Charnas, McGlinchey Stafford PLLC On New Year’s day, the Senate voted and overrode President Trump’s veto of the National Defense Authorization Act (NDAA). The House had previously voted, on Monday, December 29, 2020, to override the veto. Now, businesses and incorporators must deal with the Corporate Transparency Act (CTA), which is included in the NDDA and designed to combat illegal activities conducted through anonymous shell companies by requiring the... More
  • December in Brief (Securities Law) 2020 Securities Regulation IRS Issues Final Section 162(m) Regulations By Michael Albano, Mary Alcock, Caroline Hayday and Julia Rozenblit, Cleary Gottlieb On December 18, 2020, the Internal Revenue Service issued final regulations under Section 162(m) of the Internal Revenue Code, as amended by the 2017 Tax Cuts and Jobs Act (TCJA). Section 162(m) limits the deductibility of compensation paid in any year to certain public company executives to $1 million. The final regulations provide further guidance on the TCJA’s amendments to Section 162(m) and... More
  • December in Brief (Internet Law and Cybersecurity) 2020 Data Privacy Ninth Circuit Questions SCA Coverage of Web-Based Emails By Roxanne M. Eastes,Young Conaway Stargatt & Taylor, LLP The Ninth Circuit Court of Appeals recently determined in the Clare v. Clare case that an ex-husband who used his sleeping ex-wife’s thumb print to unlock her phone and read her work emails without her consent possibly violated the Stored Communications Act (“SCA”). The three judge panel unanimously held that more information was necessary to determine whether cloud-based services, such as Microsoft Exchange, met the definition of... More
  • December in Brief (Business Litigation and Dispute Resolution) 2020 Business Litigation Delaware Court of Chancery Compels Production of Emails with Attorneys Sent Using Computers of Company Playing No Role in Subject Matter of Litigation By Jonathan M. Stemerman In re WeWork Litigation, Cons. C.A. No. 2020-0258-AGB (Del. Ch. Dec. 22, 2020) Defendant SoftBank Group Corp. (“SBG”) was sued in the Delaware Court of Chancery for allegedly breaching its obligations regarding the purchase of up to $3 billion of stock of The We Company (“WeWork”).  During the relevant time period, SBG owned approximately 84%... More
  • December in Brief (Mergers and Acquisitions) 2020 M&A Law Third Circuit Affirms Lionbridge and HIG Win in Investor’s Class Action Alleging Misleading Statements By Mary Lindsey Hannahan On December 2, 2020, the United States Court of Appeals for the Third Circuit (the “Court”) affirmed the lower court’s holdings in favor of Lionbridge Technologies, Inc., a provider of localization and artificial intelligence training data services (“Lionbridge”), and H.I.G. Capital, a Florida-based private equity firm (“HIG”), related to HIG’s acquisition of Lionbridge in a $360 million go-private transaction. The suit was brought... More
  • November in Brief (Legal Opinions and Ethics) 2020 Ethics Search Engine Optimization Manipulation By Keith R. Fisher May lawyers ethically purchase from an internet search engine provider or social media platform (in this space primarily Google, but also Facebook, Twitter, and Yelp) an advertising product that acquires competitors’ names as keywords and diverts search results for those names to the purchasing lawyer’s website?  By paying for such keywords, the advertising lawyer or law firm seeks to attract potential clients who might not otherwise be aware of the advertiser.  This is known... More
  • November in Brief (Securities Law) 2020  Securities Regulation SEC Refreshes Regulation S-K’s Financial Information Requirements By Alan Wilson, WilmerHale On November 19, the SEC approved amendments that “modernize, simplify and enhance” financial information disclosure requirements contained in the 300 series of Regulation S-K.  The S-K amendments become mandatory for a company’s first fiscal year ending on or after the date that is 210 days after publication in the Federal Register, although voluntary early compliance will be allowed starting 30 days after publication in the Federal Register. Among other changes, the... More
  • November in Brief (Business Regulation and Regulated Industries) 2020 Banking Law NYDFS Issues Industry Letter Addressing Climate Change and Financial Risks By Jeffrey Barringer, McGlinchey Stafford PLLC On October 29, 2020, the New York Department of Financial Services (“NYDFS”) issued an Industry Letter highlighting the risks of climate change, the impact of climate change on regulated entities and setting forth the NYDFS’s expectations regarding how regulated entities should begin addressing those risks and impacts. The Letter was issued thirteen months after the NYDFS joined the Network of Central Banks and Supervisors for... More
  • November in Brief (Bankruptcy and Finance) 2020 Bankruptcy Law “Controlled Group” Liability Under ERISA: The Gift That Keeps On Giving By Michael Enright “Controlled group” liability under ERISA is a thorny but common insolvency problem. It permits the government to pursue corporations or LLCs that are separate and distinct from an entity that has liabilities connected to underfunded benefit plans, if the distinct corporations or LLCs are under common control (as defined in ERISA) with the insolvent entity. These liabilities can be staggering sums, so the issue can create a... More