Recent Blog Posts

  • September in Brief (Securities Law) 2020 Securities Regulation SEC Adopts Long-Awaited Amendments to Modernize Shareholder Proposal Rule By Alan J. Wilson, WilmerHale On September 23, the Securities and Exchange Commission (SEC) adopted amendments to the shareholder proposal rule – Rule 14a-8 under the Securities Exchange Act of 1934.  As the Commission noted in announcing the rule changes, Rule 14a-8 has not been substantively changed since 1998 in the case of the initial submission eligibility thresholds and 1954 in the case of the resubmission shareholder support thresholds, so the rule... More
  • September in Brief (Bankruptcy and Finance) 2020 Bankruptcy Law The Deadline For Section 1111(b) Elections Under Subchapter V By Michael Enright An undersecured creditor with an interest in property of the estate has until the conclusion of the hearing on approval of the disclosure statement to make an election under Section 1111(b), or the creditor will lose that right. The election has important consequences for treatment of the claim under a plan, assuming the value of the estate property subject to the interest is not inconsequential.  However, Bankruptcy Rule 3014,... More
  • September in Brief (Mergers and Acquisitions) 2020 M&A Law Tiffany & Co. Sues LVMH to Enforce 2019 Merger Agreement By John Adgent On September 9, 2020, Tiffany & Co., an American luxury jewelry company (“Tiffany”), announced that it filed a lawsuit in the Court of Chancery of the State of Delaware against LVMH Moët Hennessy-Louis Vuitton SE, a French conglomerate specializing in luxury goods (“LVMH”), to enforce the parties’ November 24, 2019 merger agreement (the “Merger Agreement”). According to Tiffany, the suit seeks an order to require LVMH to complete... More
  • September in Brief (Business Regulation and Regulated Industries) Banking Law Federal Trial Court Rejects Madden Challenge to Credit Card Receivables Program By Catherine M. Brennan, Hudson Cook, LLP On September 21, 2020, the U.S. District Court for the Western District of New York dismissed the lawsuit of Peterson. v. Chase Card Funding, LLC. The court dismissed Peterson’s state-law usury claim and unjust enrichment claim as expressly preempted by the National Bank Act because the national bank, which was not named as a defendant, retained a substantial interest in the credit card... More
  • September in Brief (Internet Law and Cybersecurity) 2020 Data Privacy Dunkin’ and NY AG Resolve Breach Claims By Sara Beth A.R. Kohut, Young Conaway Stargatt & Taylor, LLP The New York Attorney General and Dunkin’ Brands, Inc., recently reached a settlement to resolve a New York state court complaint that Dunkin’ violated state consumer protection and data breach laws in connection with incidents in 2015 and 2018 that compromised the data relating to thousands of Dunkin’s rewards program members. New York v. Dunkin’ Brands, Inc., No. 451787/2019 (NY Supr. Ct.). Dunkin’ has agreed... More
  • August in Brief (Mergers and Acquisitions) 2020 M&A Law Delaware Chancery Court Declines to Dismiss Coty Inc. Stockholder Litigation By John Adgent On August 17, 2020, the Delaware Court of Chancery (the “Court”) denied all of defendants’ motions to dismiss stockholder litigation stemming from JAB Holding Company S.à.r.l.’s, a German long-term investment conglomerate (“JAB”), 2019 partial tender offer to increase its ownership in Coty Inc., one of the world’s largest beauty companies (“Coty”), from around 40% to 60%. Coty stockholders (“Plaintiffs”) brought four claims, two of which asserted that Coty’s... More
  • August in Brief (Internet Law and Cybersecurity) 2020 Data Privacy Eighth Circuit Finds Qualified Immunity Protects Officers From Privacy Violations By Nehama Hanoch, The George Washington University Law School In a case involving members of the reality-television family the Duggars, the Eighth Circuit recently held en banc that officers may be protected under qualified immunity against allegations of violations of the constitutional right to privacy because the Fourteenth Amendment right to privacy has not been clearly established by the Supreme Court. Dillard v. O’Kelley, 961 F.3d 1048 (8th Cir. 2020) The issue in the interlocutory... More
  • August in Brief (Business Regulation and Regulated Industry) 2020 Banking Law States Sue FDIC Over Final “Valid When Made” Rule By Catherine M. Brennan, Hudson Cook, LLP The states of New York, California, Illinois, Massachusetts, Minnesota, New Jersey, and North Carolina and the District of Columbia have sued the Federal Deposit Insurance Corporation over its “valid when made” rule, one day before it is scheduled to take effect. The states allege that the FDIC rule extends the ability of state-chartered banks to export interest rates and interest fees allowed by their home... More
  • August in Brief (Bankruptcy and Finance) 2020 Bankruptcy Law A Case That Is Not About Earmarking By Michael Enright If you convince your mother to write and mail a check directly to one of your creditors because you cannot pay it, and then you file a bankruptcy petition, the creditor that received the payment from your mother gets the benefit of an “earmarking” defense, right?  The answer remains uncertain in some jurisdictions. Notably, in Walters v. Stevens, Littman, Biddison, Tharp & Weinberg, LLC (Matter of Wagenknetch), No. 19-1206 (10th Cir. Aug. 24,... More
  • August in Brief (Securities Law) 2020 Securities Regulation SEC Amends Regulation S-K Disclosure Requirements By Thomas White, WilmerHale, Retired Partner On August 26, the Securities and Exchange Commission (“SEC”) adopted amendments to certain disclosures prescribed by the SEC’s Regulation S-K.  The amendments are designed to “modernize” required disclosures regarding description of business, legal proceedings and risk factors.  SEC Chairman Jay Clayton explained, “Building on our time-tested, principles-based disclosure framework, the rules we adopt today are rooted in materiality and seek to elicit information that will allow today’s investors to... More