Insights

The UK Court of Appeal in Spirit Energy Resources Limited & Ors v Marathon Oil U.K. LLC [2019] EWCA Civ 11 has affirmed the February 2018 decision of Mr Justice Robin Knowles of the High Court. 1 Knowles J’s decision...

On January 17, 2019, the Fifth Circuit held that a creditor is not impaired for the purpose of voting on a plan if it is the Bankruptcy Code (as opposed to plan treatment) that impairs a creditor’s claim. The court...

On January 15 th , 2019, the U.S. Bankruptcy Court for the Northern District of Ohio held that the end user of an electricity forward contact was not entitled to the benefits of the safe harbor provisions under Section 556...

The lines between legal, technical, and strategic communications often get blurry in the context of site investigations, incident response, and other environmental projects. Many company personnel equate "cc-ing" in-house counsel with preserving confidentiality. As a result, the parameters of the...

On November 26, 2018, the Treasury Department and IRS released proposed regulations (the Proposed Regulations) interpreting the limitation on the deductibility of business interest expense (Interest Expense) under Code Section 163(j), enacted under the Tax Cuts and Jobs Act (the...

In a cease-and-desist order dated December 26, 2018, the Securities and Exchange Commission enforced rules regarding the disclosure of non-GAAP financial measures, resulting in a $100,000 penalty to the violating issuer. With earnings season approaching, this enforcement action provides a...

Yesterday, in the first opinion issued by Justice Brett Kavanaugh, the United States Supreme Court held that courts may not use a “wholly groundless” exception to disregard contractual provisions delegating the question of whether a dispute is arbitrable to the...

The Securities and Exchange Commission recently approved final rules to require disclosure of hedging practices, implementing a Dodd-Frank Act mandate. New Item 407(i) of Regulation S-K requires a company to describe in its proxy statement any employee or director hedging...

Now that 2019 has begun, corporations should be aware of IRS reporting requirements regarding certain 2018 stock transactions with their employees. Section 6039 of the Internal Revenue Code of 1986, as amended (the “Code”), requires a corporation to report (i)...

On February 27, 2019, significant amendments to U.S. Securities and Exchange Commission Rule 15c2-12 will become effective. Join former SEC attorneys Paul Maco and Ed Fierro as we discuss the impact of the amendments on the (i) initial offering and...

Treasury has released final regulations (the “ Final Regulations ”) relating to the public approval requirements for private activity bonds (aka the “TEFRA approval” process). The Final Regulations effectively track the proposed regulations issued in 2017 (the “Proposed Regulations”), but...

While U.S. corporations largely have been viewed as the big winners of tax reform under the Tax Cuts and Jobs Act (TCJA or Act), they were left to contend with the asymmetry the Act created, particularly with respect to international...

Today EPA and Army issued a proposed rule defining “waters of the United States” subject to regulation under the Clean Water Act. The proposed rule represents a significant potential change to federal jurisdiction. We’ll discuss the implications of the proposal...

The Department of Defense (DoD), Office of the Under Secretary of Defense for Acquisition and Sustainment, recently replaced its Other Transactions Guide for Prototype Projects (Version 1.2, dated January 2017), with the Other Transactions Guide (Version 1.0, dated November 2018)....

His Highness Sheikh Mohammed bin Rashid Al Maktoum, in his capacity as president of the DIFC, vice president and prime minister of the United Arab Emirates (“ UAE ”) and Ruler of Dubai, has recently enacted a new set of...