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11/21/2017 - Article
A Look At Argentina’s New Anti-Corruption Law
Kim Nemirow and Lucila Hemmingsen authored an article regarding Argentina's Law on Corporate Criminal Liability and Compliance Programs for Certain Corruption Cases.
11/21/2017 - Alert
Kirkland & Ellis LLP
The Administration Changes Course on Cuba
On November 8, 2017, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State’s Bureau of Economic and Business Affairs, and the U.S. Department of Commerce’s Bureau of Industry and Security jointly announced changes to U.S. trade controls on Cuba.
11/20/2017 - M&A Update
Kirkland & Ellis LLP
Making Sure Your Contract Rights Don’t Spin Away
Most commercial and corporate contracts provide that the agreement is binding on a party’s “successor and assigns”. This boilerplate clause, coupled with the legal consequences of a stock purchase or merger, covers most corporate transaction scenarios and ensures that the agreement remains with, and binding on, the business that signed the contract.
11/16/2017 - Article
Bloomberg Law's Corporate Law & Accountability Report
Export Controls and Economic Sanctions Enforcement Update Q317
Mario Mancuso, Joanna Ritcey-Donohue and Sanjay Mullick authored an article regarding key national security enforcement actions and settlement agreements concerning export controls and economic sanctions occurring in the period July 1 to Sept. 30.
11/15/2017 - Alert
Kirkland & Ellis LLP
Venezuela's Debt Crisis: Creditors' Options in a Disorderly Default
After months on the precipice of default, Venezuela’s President Maduro has acknowl-edged that Venezuela and its state-owned oil company PDVSA are unable to pay their debts. With a series of missed coupon payments and the 30-day grace period expired, all three major ratings agencies now rate Venezuela and PDVSA as in default or selective default.
New Bipartisan CFIUS Reform Begins To Take Shape
Mario Mancuso, Boyd Greene and Lucille Hague authored an article regarding key elements of the Foreign Investment Risk Review Modernization Act (FIRRMA) and related takeaways for boards and investors to consider in both near-term transaction planning and overall investment strategy.
11/08/2017 - Alert
Kirkland & Ellis LLP
2017 Tax Cuts and Jobs Act Will Affect Compensation Plans and Arrangements
On November 2, 2017, the House Ways and Means Committee unveiled the first draft of the Tax Cuts and Jobs Act (H.R. Bill 1). Although the House Proposal is likely to change, if enacted as currently proposed, the House Proposal will significantly affect and curtail the design of executive compensation arrangements, as described below.
11/08/2017 - Alert
Kirkland & Ellis LLP
New Tax Bill Could Dramatically Impact Private Equity Funds and Public Companies
On November 2, 2017, House Republicans published their highly anticipated tax reform bill (as amended through November 6, the "House Proposal"). The House Proposal, if enacted, would represent the most significant revision of the Code since the Tax Reform Act of 1986, and could dramatically impact current market practices for raising investment capital, organizing business operations, structuring and financing M&A transactions, and compensating service providers. The House Proposal can be expected to change significantly as the process moves forward.
11/08/2017 - PEN
Kirkland & Ellis LLP
Private Equity Newsletter - November 8, 2017
This issue includes the articles, "New Tax Bill Would Impact PE Funds and Their Portfolio Companies," and "Proposed Tax Plan Would Affect Executive Compensation and Equity-Based Incentive Programs," which explore the tax bill's potential impact on PE market practices and executive compensation, and "Private Equity and Iran," which discusses a shift in U.S. policy toward Iran.
11/07/2017 - Alert
Kirkland & Ellis LLP
Employee Benefit Plan Dollar Limits 2018
The Internal Revenue Service has announced the following 2018 dollar limits for employee benefit plans.
November 2, 2017 - Article
Lexis Practice Advisor
Calculating SEC Filing Fees
Matt Pacey, Justin Hoffman and Sara-Ashley Moreno authored an article regarding the fees collected by the SEC for certain filings pursuant to the Securities Act, the Exchange Act and the ICA.
November 2, 2017 - Article
Lexis Practice Advisor
SAS 72 Auditor Representation Letters
Matt Pacey, Justin Hoffman and Samantha Blons authored an article regarding auditor representation letters.
10/31/2017 - Alert
Kirkland & Ellis LLP
As Investigations Continue in Washington, U.S. State Department Issues Sanctions Guidance on Russia’s Defense and Intelligence Sectors
On October 27, 2017, the U.S. State Department released a list of 39 Russian entities identified as being involved in the defense and intelligence sectors, and as a result, U.S. and non-U.S. companies may face sanctions for doing business with these listed entities.
10/31/2017 - AIM
Kirkland & Ellis LLP
SEC Staff Issues No-Action Relief for Advisers Covered by MiFID II Research Payment Restrictions
Primarily of interest to registered fund and hedge fund advisers, on October 26, 2017, the SEC Staff issued three related no-action letters that permit certain market participants to comply with the research requirements of the EU’s Markets in Financial Instruments Directive (MiFID II) in a manner consistent with U.S. federal securities laws.
10/27/2017 - Article
Bloomberg Law White Collar Crime Report
Damming Warrants: The United States’ Latest Foreign Policy Tool?
Mike Casey, Asheesh Goel and Taryn Lewis authored this article regarding the recent usage of so-called ‘‘damming warrants’’ by the U.S. Department of Justice to curb money laundering activities by North Korea.
10/26/2017 - Article
Bloomberg BNA: Labor & Employment
Pro-Arbitration Policy Gets Put to the Test
A discussion of the application of the federal policy in favor of arbitration to agreements mandating arbitration of small-dollar consumer claims on a non-class-action basis, those in which an arbitration agreement potentially involves employment statutes, and those in which a party is a non-signatory to the arbitration agreement.
10/16/2017 - Article
New York Law Journal
September CFIUS Roundup: Lessons and Things to Watch
Mario Mancuso and Luci Hague authored an article regarding certain key CFIUS developments and related takewaways for boards and deal professionals.
10/13/17 - Article
SEC Stakes Claim As Digital Currency Regulator
Recently, the U.S. Securities and Exchange Commission reasserted its claim of regulatory authority over digital currencies when it charged an individual and his two companies with violating federal securities laws in connection with initial coin offerings (ICOs). Combined with other recent SEC actions and initiatives, these cases illustrate the SEC’s effort to stake its claim as a leading regulator of digital currencies.
10/13/2017 - Article
Strategic Considerations In Selecting Emergency Arbitration
Javier Rubinstein, Lauren Friedman and Seth Meyer authored an article regarding pursuing emergency relief in arbitration or in national courts.
Bloomberg BNA’s Corporate Law & Accountability Report
U.S. Lifts Embargo on Sudan, Though Certain Sanctions and Export Control Restrictions Remain
Mario Mancuso and Sanjay Mullick authored an article regarding the U.S. government's easing of the majority of economic sanctions on Sudan.
10/12/2017 - Alert
Kirkland & Ellis LLP
Understanding the Rising Corruption, Sanctions and Money Laundering Risks of Doing Business with Venezuela
Recent actions by the U.S. and other governments targeting the government of Venezuela significantly raise the legal and reputational risks of doing business, directly or indirectly, with Venezuelan counterparties, and warrant close attention by financial institutions, companies and investors, especially those operating in or with the energy industry.
10/10/2017 - PEN
Kirkland & Ellis LLP
Private Equity Newsletter - October 10, 2017
This issue includes the article, “DOJ Challenges Consummated Deal Months After HSR Waiting Period Expires,” which explores a recent case filed by the Antitrust Division of the DOJ and how it serves as a reminder to private equity sponsors that there is no legal bar to a governmental challenge to a transaction after expiration of the HSR waiting period, and after the deal closes.
10/4/2017 - Alert
Kirkland & Ellis LLP
DOJ Challenges Consummated Deal Months After HSR Waiting Period Expires
On September 26, 2017, the Antitrust Division of the U.S. Department of Justice filed a federal antitrust suit seeking to partially unwind the merger of Parker-Hannifin Corporation and Clarcor Inc. under Section 7 of the Clayton Act.
9/28/2017 - Article
5 Takeaways From The Largest FCPA Resolution
Samad Pardesi, Kim Nemirow and William Stuckwisch authored this article regarding the potential impact of the September 21, 2017, settlement between the U.S. Department of Justice, the U.S. Securities and Exchange Commission, and other foreign authorities with Sweden-based telecommunications firm Telia Company AB to resolve a multiyear probe into bribes paid in Uzbekistan.
09/26/2017 - PEN
Kirkland & Ellis LLP
Private Equity Newsletter - September 26, 2017
This issue includes the article "SEC Settles with PE Fund Manager over Broken-Deal Expenses," which discusses a recent SEC settlement against a private equity fund manager alleging that the manager's private equity funds were inappropriately allocated and charged broken-deal expenses attributable to affiliated co-investors.
9/25/2017 - Article
Inside CFIUS’ Annual Report: 7 Highlights
Mario Mancuso, Boyd Greene and Luci Hague authored an article summarizing key information from the recently released CFIUS annual report for the 2015 calendar year.
9/25/17 - Article
Rescission In The Age Of Cryptocurrency
Robert Pommer and Darren Sandler discuss the SEC’s recent consideration of circumstances under which a virtual currency token will be deemed a security and subject to the federal securities laws.
9/25/2017 - Alert
Kirkland & Ellis LLP
Telia Pays Nearly $1 Billion in Penalties, Resulting in the Largest-Ever FCPA Resolution
On September 21, 2017, the U.S. Department of Justice (“DOJ”), the U.S. Securities and Exchange Commission (“SEC”), and other foreign authorities reached a combined $965 million settlement with Sweden-based telecommunications firm, Telia Company AB, to resolve a multi-year probe into bribes paid in Uzbekistan.
September 21, 2017 - Article
Bloomberg Law: Corporate Law & Accountability Report
CFIUS After Lattice: What Boards, Investors, and Bankers Need to Know Now
Mario Mancuso and Lucille Hague discuss the top five things about the Committee on Foreign Investment in the United States (‘‘CFIUS’’) climate that boards, investors, and bankers need to know now.
9/18/2017 - AIM
Kirkland & Ellis LLP
SEC Risk Alert Cites Frequent Advertising Rule Compliance Issues
On September 14, the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) issued a Risk Alert detailing the most frequent Advertising Rule compliance issues identified in examinations of registered advisers.
September 11, 2017 - Article
Sanctions Compliance Lessons From Recent OFAC Actions
Mike Casey, Zach Brez and Mario Mancuso authored this article regarding the Office of Foreign Assets Control's resolution of a trio of enforcement actions against U.S.-based and foreign-organized companies that had run afoul of the Iranian Transactions and Sanctions Regulations.
9/8/2017 - Alert
Kirkland & Ellis LLP
The Trump Administration Sharpens Secondary Sanctions — China and Russia Are On Notice
As recently as July 25, 2017, in a wide-ranging interview with the Wall Street Journal, President Trump suggested a willingness to offer trade-related inducements to China in return for China's assistance in peacefully resolving the North Korea problem. In recent weeks, however, as the threat from North Korea has intensified, the Trump administration has signaled a shift in tactics in dealing with China, North Korea's principal economic partner and strategic ally, and Russia.
September 2017 - Article
Global Investigations Review: The Investigations Review of the Americas 2018
United States: Handling Internal Investigations
Brigham Cannon, Erica Williams and Mark Schneider authored this article detailing the process of conducting an internal investigation in the United States.
September 2017 - Article
Getting the Deal Through
e-Commerce: United States
Gregg Kirchhoefer, Daniel Bond, Ashley Eisenberg and Adine Mitrani authored this article regarding developments in e-commerce law.
August 16, 2017 - Article
A Closer Look At EPA's Approach To CPP Rollback
Paul Tanaka, Devi Chandrasekaran and James Dolphin authored an article regarding the repeal of the Clean Power Plan.
Authors: Paul D. Tanaka
8/14/2017 - AIM
Kirkland & Ellis LLP
Revised Form ADV Effective for Filings After October 1, 2017
The SEC recently sent a notice to all SEC-registered investment advisers and exempt filers stating that all investment advisers filing Form ADV (e.g., for annual amendments or interim updates) must use the revised version of Form ADV for filings made on or after October 1, 2017.
New York Law Journal
Expedited Arbitration: When Is Faster Better?
Javier Rubinstein, Lucila Hemmingsen and Seth Meyer authored an article regarding the pros and cons of expedited arbitration.
8/4/2017 - Alert
Kirkland & Ellis LLP
President Trump Signs Sanctions Bill Targeting Russia, North Korea and Iran
On August 2, 2017, President Trump signed into law the “Countering America’s Adversaries Through Sanctions Act,” which imposes new sanctions on Russia, North Korea and Iran and highlights the continuing challenges that companies face in complying with the constantly evolving sanctions landscape.
8/3/2017 - Alert
Kirkland & Ellis LLP
Unanimous Texas Court of Appeals Reverses Controversial Jury Verdict — No “Common Law” Business Partnership in Texas
On July 18, 2017, the Court of Appeals for the Fifth District of Texas at Dallas reversed an over $450 million trial judgment in Enterprise Products Partners, L.P. v. Energy Transfer Partners, L.P., 05-14-01383-CV, 2017 WL 3033312 (Tex. App. —Dallas July 18, 2017, no pet. h.).
8/2/2017 - AIM
Kirkland & Ellis LLP
SEC Settles with Affiliated Advisers and their Principal/CCO over Registration and Other Practices
The SEC recently settled a proceeding against two affiliated investment advisers related to the failure to register an investment adviser to two private funds and a number of other practices, which were inconsistent with the advisers’ obligations under the Advisers Act.
August 2017 - Article
Landslide: Section of Intellectual Property Law
Contentious Construction
Joshua Simmons and Megan McKeown authored this article regarding the copyrightability of computer language.
07/27/2017 - Alert
Kirkland & Ellis LLP
New Court Decision May Affect PE Fund Blocker Corporation Structures
Where a private equity fund invests in a flow-through portfolio company engaged in a U.S. business (i.e., a portfolio company organized as a partnership or LLC), certain tax-sensitive fund LPs — virtually all non-U.S. LPs and many U.S. tax-exempt LPs — typically elect to hold their share of such fund investment through a “blocker corporation.”
07/27/2017 - PEN
Kirkland & Ellis LLP
Private Equity Newsletter - July 27, 2017
This issue includes the article "New Court Decision May Affect PE Fund Blocker Corporation Structures," which discusses a recent U.S. Tax Court decision that may cause private equity investors to consider using non-U.S. (rather than U.S.) blocker to hold investments in flow-through portfolio companies.
7/20/2017 - Alert
Kirkland & Ellis International LLP
No Comparison: Google Hit with Record EC Fine
Last month, the European Commission (EC) fined Google €2.4 billion for abusing its dominance in the search engine marketplace by favoring its own price comparison service in searches. This is the largest ever penalty against a single company by the EC.
7/18/2017 - Alert
Kirkland & Ellis LLP
Increasing U.S., Global Scrutiny of Foreign Investment: Things to Watch
In the past several weeks, stakeholders on both sides of the Atlantic have voiced increasing skepticism and concern regarding the potential impact of foreign investment on national security.
July 2017 - Article
Chambers and Partners: Law and Practice
Energy: Oil & Gas 2018
Kirkland partners Anthony Speier, David Castro and Chris Heasley authored this article regarding trends and developments in the energy space.
7/6/2017 - Alert
Kirkland & Ellis LLP
EU Renews Sanctions and Restrictive Measures Targeting Russia
Recently, the European Union (EU) renewed territorial sanctions and restrictive measures in respect of Russia, Crimea and Sevastopol.
July/August 2017 - Article
Intellectual Property Magazine
Home is Where the Heartland Is
This article discusses the need for lawyers to pay close attention to future rulings that implement May 2017's game-changing TC Heartland case.
6/30/2017 - Alert
Kirkland & Ellis LLP
SEC Allows All Companies to File Confidential Draft IPO Registration Statements
On June 29, 2017, the U.S. Securities and Exchange Commission (“SEC”) announced that, effective July 10, 2017, all companies will be permitted to confidentially file a draft registration statement with the SEC for an initial public offering or any other offering during the first 12 months after the effectiveness of a company’s IPO registration statement.
6/29/2017 - Alert
Kirkland & Ellis LLP
Getting Ahead of the Curve: Issues to Consider Before New Revenue Recognition Accounting Standard Takes Effect
The new revenue recognition standard ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”) from the Financial Accounting Standards Board goes into effect for fiscal years starting after December 15, 2017.
6/29/2017 - M&A Update
Kirkland & Ellis LLP
The Long Arm of the MAC
Dealmakers have long recognized the implications of a Material Adverse Effect (MAE/MAC) standard in a merger agreement.
6/21/2017 - Alert
Kirkland & Ellis LLP
Changes in U.S. Cuba, Russia and Iran Sanctions Create Uncertainty for Global Businesses
On June 16, 2017, President Trump announced that the U.S. government would reverse certain of the Obama administration’s policy efforts to liberalize U.S. relations with Cuba.
June 19, 2017 - Article
Financial Services Mediation Answer Book: Mediation Submissions Chapter
Mediation submissions are often the first—and many times the best—opportunity to advocate in mediation. This chapter in the leading treatise on financial services mediation discusses these submissions, and includes helpful suggestions and considerations.
6/16/2017 - AIM
Kirkland & Ellis LLP
House Passes the Financial CHOICE Act, But Further Progress Uncertain
On June 8, 2017, the U.S. House of Representatives approved the Financial CHOICE Act (H.R. 10) along party lines. If the bill were to become law, it would replace much of the Dodd-Frank Act and scale back many post-2008 financial regulations.
6/14/2017 - Alert
Kirkland & Ellis LLP
U.S. Supreme Court Holds That Post-Sale Restrictions Are Unenforceable Under Patent Law and That Foreign Sales Exhaust U.S. Patents
The U.S. Supreme Court recently issued its much-anticipated opinion in the Impression Products patent exhaustion case.
6/6/2017 - AIM
Kirkland & Ellis LLP
Supreme Court Limits SEC Disgorgement Remedy to Five Years
On June 5, the Supreme Court ruled that a five-year statute of limitations applies to disgorgement remedies that may be imposed by the SEC. The unanimous decision settles a previous Circuit split and overturns longstanding SEC practice, as it treats disgorgement as a penalty subject to the relevant statute of limitations, rather than as a matter of restitution, which generally is not.
June 2017 - Article
IAM Life Sciences 2017
Patent Eligibility and Life Sciences Patents
Leora Ben-Ami and Thomas Fleming authored this article regarding the impact of a U.S. Supreme Court ruling in a patent eligibility matter on biotech and diagnostic patents.
May 22, 2017 - Article
The New York Law Journal
Searching for Web Crawling's Legal Boundaries
Joshua Simmons discusses the increased use of web crawling technology.
March 21, 2017 - Article
Intellectual Property Magazine
Laches Do Not Trump Six-Year Limit on Damages
This article discusses the SCOTUS decision to significantly reduce the use of the laches defense in U.S. patent litigation.
1/6/2017 - Article
Commercial Dispute Resolution
Litigation damage limitation
Lauren Casazza discussed the ever-increasing need for litigation crisis management.
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