Practitioner Contributions

On 14 December 2011, the Financial Services Authority (FSA) imposed a prohibition and fine of £150,000 on Mr Jaspreet Singh Ahuja, a former client adviser to private wealth banking customers at UBS AG, for failing to act with integrity in breach of Principle 1 of its Statements of Principles and Code of Conduct for Approved [...]

Beginning as early as the open enrollment period for 2013 benefits, group health plans will be required to provide the new “Summary of Benefits and Coverage” (SBC) to participants and beneficiaries. On February 9, 2012, the Department of the Treasury (Treasury), Department of Labor (DOL), and Department of Health and Human Services (HHS) (collectively, the [...]

With the booming Brazilian economy, the migration of foreigners to Brazil also is constantly on the rise. In order to mitigate against labor liabilities and an unnecessary labor and tax burden, before seconding expats into Brazil, companies should thoroughly analyze how to best structure the arrangement. This article highlights matters to be addressed, and legal [...]

When it comes to CEO succession planning, the stakes are high. Inadequate planning can lead to prolonged and expensive executive searches, downward pressure on stock prices, loss of investor confidence, and an adverse impact on employee morale. Additionally, a successor who is out of step with the company’s strategy and culture can cause significant business [...]

China is growing and its companies need capital. One way for a Chinese company to raise capital is by listing on a U.S. stock exchange. While this is not a completely new phenomenon, U.S.-listed Chinese companies have faced a dramatic increase in securities class actions and regulatory investigations in the past year and a half. [...]

Chancellor Strine’s latest opus, In re Southern Peru Copper Corp. S’holders Derivative Litig.,1 contains a number of eye-catching features, including (not least) a $1.2 billion damages award, a potential bring-down requirement for fairness opinions in certain circumstances, clarifications regarding disclosure of the negotiation process, a discussion of the effect of roadshow presentations on the total [...]

In order to provide directors with a better sense of the rules and the predictability that is so critical for decision making, it would be helpful if regulators who make the rules and judges who interpret them provided a more fulsome sense of the foundational economic principles on which they rely. As just one example, [...]

We have previously reported on how the federal discovery rule – pursuant to which claims for benefits do not accrue until the participant could reasonably have discovered the claim – can require plans to defend the merits of dated claims.1 Recently, there have been some helpful developments with respect to pension plan claims, insofar as [...]

One fact and one imperative appear to be on a collision course. Federal spending will decrease in the coming years, yet the need to invest in our nation’s innovative capacity and economic competitiveness has never been greater. How do we reconcile the two? The traditional language used in such circumstances is to seek more bang [...]

Introduction Latin America is seeing an upsurge in transactions in the oil and gas industry, including asset purchases, joint ventures and equity acquisitions. Much of this is due to significant discoveries of new oil and gas reserves. The pre-salt discoveries in Brazil are some of the most well-known, with some experts estimating that the Brazilian [...]

Introduction This Article is the second of a two-part series examining the state of the case law regarding copyright and trademark protection in the film and television context. Part I considered recent rulings that address various aspects of copyright law, including the “substantial similarity” element of a prima facie claim of copyright infringement, the affirmative [...]

In recent years the Department of Justice and the Federal Trade Commission have emphasized enforcement of the antitrust laws as applied to the health care industry, with strict review of hospital and health system acquisitions and increased enforcement actions against entities engaging in joint price negotiations, restrictions on purchases of other providers’ services, and similar [...]

The Leahy-Smith America Invents Act (“AIA”) effects major changes to what could be called the heart of the patent statute, 35 U.S.C. § 102. In addition to implementing a first-inventor-to-file system and removing territorial restrictions on prior art activities, the AIA threatens to upend yet another fundamental prior art doctrine: the on-sale bar. The amended [...]

The Facebook, Inc. (Facebook) initial public offering last month was probably the most anticipated IPO filing of the 21st century. In its S-1 filing with the U.S. Securities and Exchange Commission (SEC) – the first step on any company’s journey to becoming a publicly traded company – Facebook has set the bar for S-1 disclosure [...]

Boardroom pay continues to be a subject that provokes much excitement in the media and with politicians, as well as among shareholders who ultimately bear the cost. In September 2011 the Department for Business Innovation and Skills (BIS) produced a discussion paper on executive remuneration,1 with a follow-up in January 2012 summarising the responses received.2 [...]

The U.S. alternative asset management industry1 is undergoing a substantial transformation driven by several factors, including virtually universal registration of investment advisers under the Investment Advisers Act of 1940 (“Advisers Act”), increased regulatory scrutiny, market and performance volatility, the adoption of the Volcker Rule, heightened investor demands, several scandals, and a negative public perception. These [...]

The past decade has seen a significant increase in activity by governments, regulators and enforcement agencies around the world to fight corruption involving business organizations. Thailand is no exception to this global trend. Increasingly, Thai law enforcement agencies, as well as U.S. and other foreign agencies, are holding companies accountable for corrupt activity occurring in [...]

The Offense of Forced Disclosure Many political donors and campaigns seek to limit campaign finance restrictions, which not only prohibit certain types of donations, but also require the reporting of donors at specified contribution levels. Sometimes high dollar donors prefer to spend those dollars anonymously.1 On those occasions, individuals and organizations want the freedom to [...]

In what seems to be turning into an annual event, the Securities and Exchange Commission (SEC) has run afoul of Judge Jed Rakoff of the U.S. District Court for the Southern District of New York, and now, more recently Judge Rudolph Randa of the U.S. District Court for the Eastern District of Wisconsin and Judge [...]

Fueled by high financial stakes and the specter of injunctions, patent litigation is incredibly complex, expensive and can involve protracted battles at every step of the process. Thus, it should come as no surprise that a recent analysis by the Federal Judicial Center (“FJC”) determined that intellectual property cases cost almost 62% more to litigate [...]