Practitioner Contributions

On December 15, 2011, Chief Judge Gross of the U.S. Bankruptcy Court for the District of Delaware issued a much anticipated memorandum opinion in the Los Angeles Dodgers’ bankruptcy case.1 In the ruling, Judge Gross approved the Dodgers’ plans to market the television rights for the team’s games beginning with the 2014 season. The decision [...]

Introduction Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires that all public reporting companies (except for certain exempted companies) include a resolution in their proxy statements asking shareholders to approve, on a nonbinding, advisory basis, the compensation of their executive officers as disclosed under Item 402 of Regulation S-K. This [...]

The European Securities and Markets Authority (ESMA) officially became a European financial services regulator on 1 January 2011. One year on, this article summarises some of the key areas in which ESMA has been active and explains ESMA’s role and its relationship with other EU regulatory bodies, as well as national regulators. Background – Regulatory [...]

As the result of the fierce, often partisan, debate in the U.S. among pundits, interest groups, political parties, financial regulators, Congressmen, President Obama and his administration, and Republican candidates for President over taxation and initiatives to increase economic growth, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank)1 remains controversial. Dodd-Frank has been a [...]

This month’s subject is the retention of professionals in bankruptcy cases. Professionals, from attorneys to investment bankers, play a central role in cases under virtually any chapter of the Bankruptcy Code. Retention of Professionals and § 327(a) The central statutory provision for retention of professionals in bankruptcy cases is 11 U.S.C. § 327.1 Most professionals [...]

The year 2011 was another productive year for U.S. patent law jurisprudence. There were numerous significant changes in both case law and legislation. The Supreme Court continued its trend of weighing-in on important patent law issues. The case law of the U.S. Court of Appeals for the Federal Circuit, which has exclusive appellate jurisdiction over [...]

Airgas: Poison Pills and the Allocation of Power between the Board and Stockholders Following the 2010 year-end discussion in Bloomberg Law Reports® of several cases involving shareholder rights plans,1 Chancellor Chandler, on February 15, 2011, released a landmark 153-page post-trial opinion shortly before retiring from the bench.2 The case involved a takeover fight between Air [...]

Attrill and Others v (1) Dresdner Kleinword Ltd and (2) Commerzbank AG & Ors [2011] EWCA Civ 229 In early 2009 bankers at Dresdner Kleinwort Ltd (DK) found their bonuses dramatically slashed following the sale of Dresdner Bank AG (DBAG) to Commerzbank AG (Commerzbank). Earlier this year the Court of Appeal in London granted two [...]

Under the proposed reforms to the UK financial services sector, the current regulator, the Financial Services Authority (FSA), will be replaced with a new “twin peaks” system of regulation, which is currently planned for the end of 2012. This article outlines the impact of the current proposals on firms that will be dual-regulated by both [...]

In January 2010, the Securities and Exchange Commission (SEC) announced a series of measures designed to encourage individuals and companies to cooperate earlier and more fully in the agency’s investigations and enforcement actions.1 The new initiative formalizes cooperation incentives to help investigators develop first-hand evidence. These new measures are set forth in a new section [...]

The Financial Services Authority’s (FSA) finalised guidance on covered bond programmes,1 published on 1 November, establishes minimum expectations and some additional “good practice” points for issuers to consider. To supplement this guidance, the FSA’s policy statement,2 published on 9 December, explains the changes to the FSA’s Regulated Covered Bonds sourcebook (RCB) and provides an overview [...]

Accountable Care Organizations (ACOs) are an innovation in the organization of care delivery within fee-for-service Medicare. In an ACO, providers voluntarily come together and agree to accept accountability for the quality and cost of care delivered to a group of beneficiaries. The beneficiaries remain free to seek care from any Medicare provider, without financial or [...]

An unfortunate scenario often occurs in the business world today: Company A comes across a patent owned by Company B describing an “invention” Company A knows to be an old idea and not really an invention at all. To make matters worse, Company A has an existing or pipeline product that falls within the scope [...]

On 3 October 2011, the Financial Stability Board (FSB)1 issued a press release announcing that it had approved “the package of policy measures to be submitted to the G-20’s November summit to address the ‘too big to fail’ problems” posed by systemically important financial institutions (SIFIs).2 The FSB package of policy measures includes: Key attributes [...]

The Financial Services Authority (FSA) has the power to require a firm to provide a report by a Skilled Person, and may use this power to support both its supervision and enforcement functions. The FSA is making increasing use of this power at significant cost to firms: in 2009-2010 the total costs to firms of [...]

In early May, David Meister, the Director of the Division of Enforcement for the Commodity Futures Trading Commission (CFTC), announced at an industry conference that entities and individuals should expect more aggressive enforcement of the Commodity Exchange Act (CEA) and its regulations by the CFTC.1 Meister reportedly pointed to the notable increase in cases filed [...]

Those with an eye on health care headlines likely have noticed an increase in the number of arrests during 2011 relating to health care fraud. In addition to the traditional health care fraud cases targeting hospitals, pharmaceutical companies, and medical device manufacturers, which result in high-dollar civil and criminal recoveries, the government is now dedicating [...]

On December 1, 2011, the U.S. Patent and Trademark Office (“PTO”) issued new regulations relating to the calculation of the term of a U.S. patent. The announcement was the latest of many concerning the legal framework for calculating patent term, or the amount of time that a patent remains in force, which can be of [...]

In 2005, the California Court of Appeal issued a revolutionary minimum wage decision in Armenta v. Osmose, Inc.1 It rejected the federal Fair Labor Standards Act (“FLSA”)2 rule that calculates minimum wage compliance by dividing all compensation during a pay period by the total hours worked to arrive at an average rate of pay. Armenta [...]

In just a few years, the Federal Computer Fraud and Abuse Act of 1984 (the “CFAA,” 18 U.S.C. § 1030) has evolved into a broad and powerful weapon in computer-related criminal and civil litigation. Originally enacted to target hackers, the statute now reaches almost any imaginable malfeasance that involves a computer. Two recurring categories of [...]