January 15, 2013
Publications
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This advisory discusses the Federal Trade Commission’s (FTC) annual adjustment of the jurisdictional thresholds for pre-merger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) and for interlocking directorates under Section 8 of the Clayton Act. The revisions account for changes in the level of the U.S. gross national product and constitute an increase of approximately four percent.
January 15, 2013
Advisories
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This advisory discusses generic legal advice released in November 2012 (AM 2012-009), in which the Chief Counsel’s Office, applying the economic substance doctrine, disregarded a typical securities lending transaction entered into before May 20, 2010, to avoid U.S. withholding tax. The IRS stated that it was aware of cases where financial institutions promoted such securities lending transactions to foreign customers as a way to avoid U.S. withholding tax based on Notice 97-66, despite the fact that no prior withholding tax was paid within the chain of transactions. AM 2012- 009 concludes that, if the IRS determines that such a transaction lacked economic substance, (i) the lender may be treated as retaining ownership of the securities, and thus receiving a U.S.-source dividend subject to U.S. withholding tax under Code Section 871 or 881; and (ii) the borrower may be treated as the withholding agent with respect to the dividend and thus subject to U.S. withholding tax under Code Section 1441 or 1442 and 1461.
January 15, 2013
Advisories
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On December 31, 2012, FDA issued two guidance documents detailing the agency’s approach to reviewing the completeness of medical device applications reviewed by the Center for Devices and Radiological Health (CDRH). The two guidance documents cover PMA submissions, Acceptance and Filing Reviews for Premarket Approval PMAs) (“PMA Guidance”), and 510(k) submissions, Refuse to Accept Policy for 510(k)s (“510(k) Guidance”). Both of these documents superseded previous FDA guidance on evaluating whether medical device applications were complete for filing.
January 14, 2013
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January 11, 2013
Publications
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Companies and government entities gather and aggregate an ever-increasing amount of consumer data. This data runs the gamut from the seemingly innocuous – like shopping habits – to the sensitive – like social security numbers and account numbers. As these entities gather and store data for their legitimate purposes, instances of unplanned releases of this in¬formation – or data breaches – are on the rise. And with data breaches come lawsuits from plaintiffs – or putative classes of plaintiffs – who fear their personal information may have been compromised.
January 11, 2013
Publications
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Data breaches – often involving hundreds of thousands and sometimes even millions of individuals’ data – are becoming more and more common place as companies, government agencies, and other entities continue to aggregate ever greater amounts of personal data. When a data breach occurs, companies are faced with deciding whether they have to notify the af¬fected individuals about the data breach under various laws, including data breach notification laws in forty-six states, Puerto Rico, the District of Columbia, the Virgin Islands, Guam, and New York City.
January 11, 2013
Publications
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Ten years ago, a typical cybercrime case involved a solo hacker gaining unauthorized access into one or a small number of systems for idle curiosity. The crime was detected quickly (usually by intruder bragging) and fixed with relative ease. Today’s brand of cybercrime, however, has evolved, producing threat groups and actors that are a world apart from the prototypical attack of a decade ago.
January 11, 2013
Publications
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"Indemnity Basics for Defendants Sued for Patent Infringement," Corporate Counsel, January 7, 2013.
January 7, 2013
Publications
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At the December 12, 2012, PLUM Committee meeting, City Planning presented revisions to the proposed sign ordinance. Revisions include changes to the Sign District by adding the L.A. Zoo to the list of eligible areas, decreasing the minimum street frontage in downtown from 5,000 to 2,640 feet and changing the sign district application "grandfathering" date to December 6, 2011. Various technical corrections are also proposed.
January 2013
Publications
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This advisory discusses LTR 201250004, which involved a domestic corporate Parent’s purchase of a foreign group that had one domestic subsidiary, and summarizes the specific steps that were taken in this situation.
January 2, 2013
Advisories
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“Effective Dispute Resolution Provisions and Strategies to Resolve Construction Disputes During and After the Project,” Inside the Minds: Construction Dispute Resolution, January 2013.
January 2013
Publications
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“2012: The Year In Review (and then some)," The Self Insurer, January 2013.
January 2013
Publications
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“Interference with Protected Rights,” ERISA Litigation, The Bureau of National Affairs, Fourth Edition, 2013 Cumulative Chapter Supplement.
2013
Publications
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"Delaware Quarterly: Recent Developments in Delaware Business and Securities Law,” Securities Reform Act Litigation Reporter and Bank and Corporate Governance Law Reporter (Jan. 2013).
January 2013
Publications
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"Royalty Rate Trends and Valuation in Patent and Technology Licensing," 2010-2013 Licensing Updates, Aspen Publishers.
2010 - 2013
Publications
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“Strategies for Employment Class and Collective Actions: Leading Lawyers on Addressing Trends in Wage and Hour Allegations and Defending Employers in Class Action Litigation”, published by Aspatore and distributed by Thomson Reuters Westlaw.
2013
Publications
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“Board Focus on M&A,” Corporate Board Member 2012 Special Supplement.
2012
Publications
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Construction disputes present complex issues of causation - what caused the accident, the delay or the added costs. Third-party consultants are frequently engaged to evaluate and offer opinions on causation, performance, schedules and costs. Then, when the dispute or accident ends up in litigation, the materials prepared by the consultants are sought in discovery. Claims of work product are often asserted, raising the question of what is covered by the work-product doctrine and what is not.
December 2012
Publications
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This advisory discusses the Office of Foreign Assets Control’s long-anticipated “guidance,” released on December 26, 2012, on Section 218 of the Iran Threat Reduction and Syria Human Rights Act (ITRSHRA), which applies OFAC sanctions for the first time to U.S.-owned or controlled foreign subsidiaries (see Alston & Bird LLP client advisories of October 10, 2012, and August 1, 2012). The guidance comes in the form of amendments to OFAC’s Iranian Transactions and Sanctions Regulations, 31 CFR Part 560 (ITSR). Of particular relevance, the amendments contain a new Section 560.555 which authorizes, from October 9, 2012 through March 8, 2013, all transactions “ordinarily incident and necessary” to the “winding-down of transactions” prohibited by new Section 560.215, provided that the authorized transactions do not involve a U.S. person or occur in the United States.
December 28, 2012
Advisories
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