Articles & Books


Process Is Paramount: The Delaware Court of Chancery Gives “100% Weight” to Merger Price in Determining Company’s Fair Value in Appraisal Proceeding

Jan 2, 2017

The M&A Lawyer

The decision in Merion Capital LP et al. v. Lender Processing Services Inc. is just the latest of several relatively recent decisions equating fair value and merger consideration where the merger was the product of an appropriate sale process consisting of, among other things, an arm’s‑length negotiation conducted by an independent and informed board advised by independent financial advisors.


Related Attorney(s): Dori Cohen, Jason Halper, Jared Stanisci
Related Practice(s): Corporate & Securities Litigation, Mergers & Acquisitions
Related Office(s): New York
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The European, Middle Eastern and African Antitrust Review 2017

Nov 30, 2016

The European, Middle Eastern and African Antitrust Review 2017

Vincent Brophy and Tom Bainbridge have authored the chapter on "European Union: Financial Services", in the 2017 edition of The European, Middle Eastern and African Antitrust Review.


Related Attorney(s): Tom Bainbridge, Vincent Brophy
Related Practice(s): Antitrust
Related Office(s): Brussels
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Patents for Computer and Life Science Technologies Making a Comeback?

November 8, 2016

New York Law Journal

In recent years, the U.S. Supreme Court has been making it more difficult to obtain and enforce patent protection for computer- and life science-related technologies. However, two recent Federal Circuit cases (Rapid Management Litigation and McRO) suggest there may be reasonable boundaries on the court's principles for excluding patent protection.


Related Attorney(s): Dorothy Auth Ph.D., Howard Wizenfeld
Related Practice(s): Intellectual Property, Patent & Trade Secret Litigation
Related Office(s): New York
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ISDA and FIA Execution Agreement, Cleared Derivatives Execution Agreement and Addendum

October 28, 2016

Lexis PSL Banking & Finance

Assia Damianova discusses the ISDA and FIA execution agreement, cleared derivatives execution agreement and addendum.


Related Attorney(s): Assia Damianova
Related Practice(s): CLOs, Securitization & Asset Based Finance
Related Office(s): London
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10 Best Practices for eDiscovery in Government Investigations

October 14, 2016

Discovia

The arrival of a government subpoena on the doorstep of your corporate headquarters rarely rates as a welcome development. Yet, the fallout is far worse without a plan in place to manage document discovery throughout the ensuing government investigation.


Related Attorney(s): Amy Ray
Related Practice(s): Antitrust Litigation & Civil Investigations, Litigation
Related Office(s): Washington
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Even Legal Marijuana Businesses Pose Serious Money Laundering Risks for Banks and Investors

October 1, 2016

Compliance Week

Marijuana might be legal in some places, but as IRS audits increasingly show, just doing business with the legal marijuana industry brings significant compliance challenges, especially for the financial services world.


Related Attorney(s): Jodi Avergun, Douglas Fischer
Related Practice(s): Anti-Money Laundering & Asset Forfeiture, White Collar Defense and Investigations
Related Office(s): Washington
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Expert Q&A on Judicial Activism and Disclosure-Only Settlements in Delaware

August 19, 2016

Practical Law

Gregory Markel and Gillian Burns explain the implications of the Delaware Court of Chancery's decision in In re Trulia, Inc. Stockholders Litigation. The Court sent a forceful signal to the plaintiffs’ bar and corporate defendants by adopting a new standard for judicial approval of disclosure-only settlements in litigation challenging public mergers and acquisitions.


Related Attorney(s): Gillian Burns
Related Practice(s): Corporate & Securities Litigation, Mergers & Acquisitions
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5 Lessons For Colleges From Stanford Sexual Assault Case

August 18, 2016

Law360

The authors discuss the key issues that college and university administrators should consider when dealing with sexual assault investigations and adjudications.


Related Attorney(s): A. Joseph Jay III, Colleen Kukowski, Anne Tompkins
Related Practice(s): Litigation, White Collar Defense and Investigations
Related Office(s): Charlotte, Washington
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Brexit: Losing Our Passport

August 4, 2016

Practical Law

Nick Shiren discusses the impact on securitisation and CLOs should the UK lose all passporting rights to sell services into the EU following Brexit.


Related Attorney(s): Nick Shiren
Related Practice(s): CLOs, Securitization & Asset Based Finance
Related Office(s): London
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Step-in Risk: Consultation by the Basel Committee

August 1, 2016

International Trade Law and Regulation

Step-in risk is the risk that a bank may provide financial support to a “shadow bank” or other non-bank financial entity which is experiencing financial stress, where such a bank is not contractually obliged to do so but where it wishes to avoid damage to its reputation. The authors review the Basel Committee's December 2015 Consultative Document that proposes a conceptual framework under which the risk of such a step-in could be identified, assessed and addressed.


Related Attorney(s): Merryn Craske, Neil Macleod, Jeremiah Wagner
Related Practice(s): Bank Regulation, Financial Regulation
Related Office(s): London
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Independent Investigations in Higher Education

July 11, 2016

Bloomberg BNA White Collar Crime Report

Higher education is now following the trend of corporate America - increasingly opting for outside counsel to handle investigations. The authors identify the motivations behind the rise of independent investigations in corporate America and explain the extent to which college administrators dealing with controversy are guided by these same motivations.


Related Attorney(s): A. Joseph Jay III, Kenneth Wainstein
Related Practice(s): White Collar Defense and Investigations
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Finance Bill 2016: Criminal offences and civil sanctions

Apr 26, 2016

Lexis®PSL

Private Client analysis: Catherine Richardson, associate, and Adam Blakemore, partner, provide an update on the criminal offences and civil sanctions aspects of Finance Bill 2016 (formally known as Finance (No 2) Bill).

 

This article was first published on Lexis®PSL Private Client on 26 April 2016. Click for a free trial of Lexis®PSL.


Related Attorney(s): Adam Blakemore, Catherine Richardson
Related Practice(s): Private Wealth, Tax
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The Global Subscription Credit Facility and Fund Finance Markets – Key Trends and Forecasting 2016

Apr 21, 2016

The International Comparative Legal Guide to Lending & Secured Finance

The Subscription Credit Facility and related Fund Finance markets continued their outpaced growth in 2015, building upon and continuing a market trend in place since at least 2010. Michael Mascia and Wesley Misson summarize the key trends in the Facility and Fund Finance markets in 2015 and forecast developments for the coming year. This article appeared in the 2016 edition of The International Comparative Legal Guide to Lending & Secured Finance, published by Global Legal Group Ltd, London.


Related Attorney(s): Michael Mascia, Wesley Misson
Related Practice(s): Fund Finance
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Complying With AML Laws: Challenges for the Fintech Industry

April 05, 2016

Crowdfund Insider

A major challenge to the growing Fintech industry comes from government scrutiny and enforcement actions - particularly as they relate to money laundering and the financing of terrorist activity.


Related Attorney(s): Jodi Avergun, Colleen Kukowski
Related Practice(s): Anti-Money Laundering & Asset Forfeiture, Cyber and National Security, Fintech, White Collar Defense and Investigations
Related Office(s): Washington
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President Obama Signs Cybersecurity Act of 2015 to Encourage Cybersecurity Information Sharing

Apr 1, 2016

Pratt’s Privacy & Cybersecurity Law Report

The Cybersecurity Act of 2015 – Congress’s first major piece of cybersecurity legislation –has been years in the making. President Obama signed into law a $1.1 trillion omnibus spending bill that contained the Act late last year. The authors of this article discuss the Act and its implications.


Related Attorney(s): Peter Carey, Keith Gerver, Kenneth Wainstein
Related Practice(s): White Collar Defense and Investigations
Related Office(s): Washington
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U.S. DOE Disclaims Jurisdiction Over Canadian Gas and Authorizes LNG Exports to Non-FTA Nations from Bear Head LNG Project

April 1, 2016

Pratt’s Energy Law Report

The authors discuss two orders issued to Bear Head LNG Corporation and Bear Head LNG (USA), LLC, by the U.S. Department of Energy’s Office of Fossil Energy announcing its comprehensive policy for considering applications involving liquefied natural gas exports from Eastern Canada to global markets.


Related Attorney(s): Tania Perez, Lamiya Rahman
Related Practice(s): Energy & Commodities, Energy & Commodities Regulation & Compliance
Related Office(s): Houston, New York
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Marketing and Data Security Practices: The FTC v. LifeLock Settlement

April 01, 2016

Compliance & Ethics Professional

This most recent settlement between the FTC and LifeLock provides another important opportunity for businesses to evaluate their data security practices to ensure the protection of consumer data and the accuracy of their representations regarding those practices.


Related Attorney(s): Peter Carey, Keith Gerver
Related Practice(s): Cyber and National Security, White Collar Defense and Investigations
Related Office(s): Washington
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The Unique Aspects of Independent Investigations in Higher Education

March 31, 2016

American Journal of Trial Advocacy

This article highlights the differences between independent investigations in the higher education context and those in the corporate context. These distinctions are exemplified through the authors' independent investigation into academic irregularities at the University of North Carolina at Chapel Hill.


Related Attorney(s): A. Joseph Jay III, Kenneth Wainstein
Related Practice(s): White Collar Defense and Investigations
Related Office(s): Washington
read more »

Non-Bank Payments Aren't a Long-Term Answer for Legal Marijuana

Mar 04, 2016

PaymentsSource

Despite generating an estimated $4.5 billion in revenue last year, the legal marijuana industry has yet to solve one of its biggest issues—the lack of reliable payments, banking and other financial services.


Related Attorney(s): Jodi Avergun, Douglas Fischer
Related Practice(s): Anti-Money Laundering & Asset Forfeiture, Securities Enforcement & Investigations, White Collar Defense and Investigations
Related Office(s): Washington
read more »

High Stakes Cyber

Mar 3, 2016

ASIS International

Companies and regulators have been waiting since 2012 on the outcome of one cybersecurity-related court case: Federal Trade Commission (FTC) v. Wyndham Worldwide Corp.  First printed in the March 2016 edition of Security Management.


Related Attorney(s): Peter Carey, Keith Gerver
Related Practice(s): Cyber and National Security, White Collar Defense and Investigations
Related Office(s): Washington
read more »

Mandatory Subordination of Affiliate Securities Claims

March 1, 2016

ABI Journal

The mandatory-subordination provision of § 510(b) of the Bankruptcy Code serves the important purpose of preventing disappointed shareholders from assuming the guise of creditors in order to enhance their recoveries in bankruptcy.


Related Attorney(s): Ingrid Bagby
Related Practice(s): Financial Restructuring
Related Office(s): New York
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Delaware Judges Have Been Heard

Feb 2, 2016

Law360

Until very recently, abusive litigation related to mergers was all but certain to follow the announcement of a public merger. Last fall, we wrote an article discussing the proliferation of disclosure-only settlements used to resolve merger litigation, which in many cases do not provide any economic benefit to shareholders and foreclose potentially valuable claims that have not been thoroughly vetted. 


Related Attorney(s): Gillian Burns
Related Practice(s): Mergers & Acquisitions
Related Office(s): New York
read more »

Pot Banking 2016: More State Ballots But Continued Unease

Feb 01, 2016

American Banker

Despite its astounding growth in recent years, the marijuana industry remains hampered by its own banking crisis. Marijuana businesses' difficulty in accessing financial services has created problems for businesses and government alike.


Related Attorney(s): Jodi Avergun, Douglas Fischer
Related Practice(s): Anti-Money Laundering & Asset Forfeiture, Securities Enforcement & Investigations, White Collar Defense and Investigations
read more »

Draft Finance Bill 2016—criminal offences and civil sanctions

Jan 13, 2016

Lexis PSL

Corporate Crime analysis: What proposed criminal offences and civil sanctions are included in the draft Finance Bill 2016? Catherine Richardson, associate at Cadwalader, Wickersham & Taft LLP, and Adam Blakemore, partner at the firm, consider the proposed new criminal offences and civil sanctions contained in the draft Finance Bill 2016.


Related Attorney(s): Adam Blakemore, Catherine Richardson
Related Practice(s): Tax
Related Office(s): London
read more »
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