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Inflation Reduction Act
Two Recent Delaware Decisions Further Illustrate The Scope Of Section 220 Discovery
Two recent Delaware Court of Chancery decisions demonstrate that narrow statutory standards continue to govern access to corporate books and records pursuant to Section 220 of the Delaware General Corporation Law. In the wake of Wal-Mart Stores, Inc. v. Indiana...
Binding Contracts Created Via Email
A presentation regarding the use of email to create binding contracts, focusing on Texas and Federal law. The presentation addresses issues regarding when an exchange of emails can be considered to contain all of the material terms needed for contract formation, and whether an email can be considered a “signature” for agreements that must be in writing and signed to be effective.
Supreme Court Rules Settlement Offer Does Not Moot Class Action Lawsuits
Resolving a question left open by its 2013 decision in Genesis HealthCare Corp. v. Symczyk , as well as a split among the circuit courts, the Supreme Court on January 20, 2016 held that defendants cannot moot and defeat class...
What Constitutes a Reasonable and Prudent Operator?
The English Commercial Court interprets the definition of the standard of a "Reasonable and Prudent Operator" in the context of a dispute relating to long term gas sales agreements The phrase "reasonable and prudent operator" is frequently used in commercial...
The UK's New Reporting Obligations on Modern Slavery and Human Trafficking
A "Race to The Top" to Tackle an Atrocious Global Problem Introduction Companies or partnerships carrying on business in the UK with an annual turnover of £36 million (around US$55.5 million) or more will now, for the first time, be...
Obtaining Diminution in Value Damages for Seller Misrepresentations in M&A Agreements: New Ruling in the Southern District of New York
On September 28, 2015, the U.S. District Court for the Southern District of New York issued an Opinion and Order (the Opinion) in favor of our client, Stanley Black & Decker, Inc. (SB&D), in its litigation arising from SB&D’s indemnity...
SEC Announces First Cybersecurity Enforcement Action Against an Investment Adviser for Failure to Protect Client Data
On September 22, 2015, the Securities and Exchange Commission (SEC) announced its first cybersecurity-related enforcement action against an investment adviser for failure to protect customer records and information. According to the settlement, R.T. Jones Capital Equities Management, Inc. (R.T. Jones)...
SEC: 2015 Examination Priorities – Cybersecurity Compliance and Controls
Registered broker-dealers and investment advisers received a stern warning to strengthen their cybersecurity programs or face further regulatory scrutiny. On September 15, 2015, the SEC announced a plan to sharpen its focus on securities firms’ cybersecurity programs through the National...
Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction
In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C. Michael Carter, to pay $148 million...
Know Them Before They are Famous (or at least final): The Latest USPTO Proposed Rule Changes
On August 19, 2015, the United States Patent and Trademark Office (USPTO) released proposed rule changes for trials before the Patent Trial and Appeal Board (PTAB). The proposed rule changes were made in response to input solicited by the USPTO...
Federal Circuit Strengthens ITC's Authority to Police Importation
On August 10, 2015, the Federal Circuit, acting en banc , ruled that the International Trade Commission (ITC) has the authority to prevent importation of products based on claims for induced infringement where the predicate act of direct infringement occurs...
New Citywide Construction Fraud Task Force Promises Tough Enforcement
On August 5th, the Manhattan District Attorney (the "DA’s Office") announced the formation of a multi-agency Citywide Construction Fraud Task Force that will be spearheaded by prosecutors from the office. 1 Its mission is simple: identify and root out corruption...
Scope of Trial De Novo Debated in Barclays Electricity Manipulation Case
After almost eight years since the Federal Energy Regulatory Commission (FERC) commenced its investigation against Barclays Bank PLC (Barclays) and four of its traders, Scott Connelly, Daniel Brin, Karen Levine and Ryan Smith, for allegedly manipulating the California electricity markets...
SEC Issues New Guidance on Cybersecurity for Investment Companies and Investment Advisors
On April 28, 2015, the SEC's Division of Investment Management released a Guidance Update providing cybersecurity guidance for investment companies and investment advisors (firms). 1 The SEC has prioritized cybersecurity as a critical issue for such firms, especially for those...
FERC Finds Manipulation Violations by Company and Trader that Complied with Tariff but did not Act to Further Market Design Goals
On May 29, 2015, the Federal Energy Regulatory Commission (FERC) issued an Order Assessing Civil Penalties against Powhatan Energy Fund and its affiliates as well as against Houlian Chen, Powhatan's chief trader, for violating FERC's anti-manipulation rule. FERC ordered Powhatan...