Publications of Interest > Business & Finance > Practices : Morgan, Lewis & Bockius

02/01/12 Recent SEC Regulation FD Enforcement Action Relevant to Redemptions

LawFlash/Client Alert | Energy Transactions LawFlash
Stephen Kinney, Jr., Thomas Giblin, Jr.

Utility and other energy companies that have publicly held securities outstanding need to consider SEC disclosure requirements if they plan to redeem these securities.

01/31/12 Comment faire grandir votre entreprise grâce à la croissance externe?, Guide pratique CroissancePlus

Outside Publication | Article
Anne Tolila

01/19/12 China Issues the New Foreign Investment Catalogue

LawFlash/Client Alert | Greater China LawFlash
Yi Ge, Lucas Chang, Ph.D.

China releases revised industry-based guidance for foreign investment, indicating a shift toward advanced technology, energy saving, and environment protection.

2011 Co-author, Private Equity: France, Private Equity Handbook for 2012, Practical Law Company

Outside Publication | Chapter
Ann Baker, Olivier Edwards, Matthias Grolier, Olivier Couraud, Anne Tolila

2011 Co-author, Venture Capital: France, Venture Capital Handbook for 2012, Practical Law Company

Outside Publication | Chapter
Ann Baker, Olivier Edwards, Karen Noël, Olivier Couraud, Anne Tolila

11/21/11 ISS Releases 2012 Updates to Proxy Voting Guidelines

LawFlash/Client Alert | Securities LawFlash
Sa Liao, David Sirignano, Howard Kenny

On November 17, Institutional Shareholder Services Inc. (ISS), a leading provider of corporate governance solutions to the global financial community, released its final 2012 updates to its proxy voting guidelines, which will be... more

11/01/11 Annual Report on Form 20-F Planning Reminders: Accelerated Filing Deadline for 2012 and XBRL Format Requirements

LawFlash/Client Alert | Securities LawFlash
Securities Practice

Below are planning reminders for foreign private issuers of the earlier Annual Report on Form 20-F filing deadline and the requirement to provide financial statement information in interactive data format using the eXtensible Bu... more

10/10/11 Business Workshop: Rules Proposed on Health Summary, Pittsburgh Post-Gazette (read the article)

Outside Publication | Article
Lauren Licastro

09/22/11 Outsourcing: Efficient and Effective Contracting, presented for a Delaware Valley Association of Corporate Counsel (DELVACCA) Meeting

Presentation | Speech
Michael Pillion, Barbara Melby

09/22/11 The UK Takeover Code: Significant Changes Come Into Effect

LawFlash/Client Alert | Business and Finance LawFlash
Iain Wright

On 19 September, a number of changes to the City Code on Takeovers and Mergers (the City Code), the regime that governs public company takeovers and similar transactions affecting the control of public companies in the United Ki... more

09/20/11 Co-presenter, Preserving the Attorney Client Privilege, presented at the Orange County Bar Association Banking and Lending Section, Newport Beach, CA

Presentation | Speech
Jennifer Bagosy, Scott Garner

09/20/11 Mandatory Bonus Due to Employees Upon Certain Distributions of Dividends

LawFlash/Client Alert | Labor and Employment LawFlash
Roland Montfort, François Vergne

Following President Sarkozy's decision to require French companies to share their profits upon certain distributions of dividends to their shareholders, a bill[1] creating a mandatory bonus f... more

09/15/11 Exit Issues for Startups, presented at the VC TaskForce Angel Elevator Pitch

Presentation | Speech
E. John Park

09/14/11 Stern V. Marshall: Narrow Holding, Broad Implications, Law360

Outside Publication | Article
Andrew Gottfried

Summer 2011 Risky Business, Bank Insurance & Securities Marketing

Outside Publication | Article
Kathleen Collins

2011 Annual Review of Developments in Business and Corporate Litigation 2011 (ABA Section of Business Law)

Outside Publication | Book
Pooja Agarwal

07/07/11 Morgan Lewis on Restructuring, Summer 2011

Newsletter | Morgan Lewis on Restructuring
Menachem Zelmanovitz, Patrick Fleming, Andrew Gottfried, Rachel Mauceri, Wendy Walker

In this issue:

Time to Think About Chapter 9?
Sharks in the Safe Harbor: The "End Run" Around Section 546(e)
Lessions for Proponents of "Gift Plans" and Purchasers of Claims After DBSD
Recent Noteworthy Decisions

06/23/11 CIO/CEO Leaders in Investing Summit, New York

Presentation | Speech
Barbara Shander

06/23/11 Japanese FTC Streamlines Merger Review Process

LawFlash/Client Alert | Morgan Lewis-TMI LawFlash
Morgan Lewis-TMI

The Japanese Fair Trade Commission (the JFTC) has adopted new rules that should streamline Japan's review process for both domestic and global transactions. The new rules will end the JFTC's practice of holding "preconsultations"... more

06/23/11 SEC Adopts Investment Adviser Rules Implementing the Dodd-Frank Act

LawFlash/Client Alert | Investment Management LawFlash
Monica Parry, Ethan Johnson, Trina Winkelmann

At an open meeting on June 22, the Securities and Exchange Commission (SEC) adopted a number of rules implementing Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). The newly adopted ru... more

05/25/11 SEC's Final Rules for Implementing Dodd-Frank Whistleblower Provisions: Important Implications for Covered Entities

LawFlash/Client Alert | Financial Regulatory Reform LawFlash
Thomas Linthorst, Sarah Bouchard

Today, the Securities and Exchange Commission (SEC or Commission) voted to approve final rules to implement the SEC whistleblower provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), enac... more

05/05/11 Focus on Regional Funds: Asia, India and Latin America, presented at Morgan Lewis's 2011 Annual Private Fund Investors Roundtable

Presentation | Speech
Peter Phleger, Ethan Johnson

05/05/11 Update on Regulatory and Tax Initiatives, presented at Morgan Lewis's 2011 Annual Private Fund Investors Roundtable, New York

Presentation | Speech
Richard Zarin, Ethan Johnson, Timothy Levin, Torsten Schwarze

2011 Policing Market Manipulation: A Review of Evolving Federal Energy Regulatory Commission Policy, Electricity Journal, Vol. 24

Outside Publication | Article
Mark Haskell, Levi McAllister

April 2011 Seminar for Sourcing: Efficient and Effective Contracting, presented for a Morgan Lewis Seminar Series

Presentation | Speech
Michael Pillion

04/12/11 Online Gaming, presented at a UC Berkeley Professional Forum

Presentation | Speech
E. John Park

March 2011 Morgan Lewis 2010 Hedge Fund Enforcement Year in Review

Morgan Lewis Title | White Paper
E. Andrew Southerling, Anne Flannery, Ivan Harris

As expected, hedge funds remained a predominant focus for the SEC's Enforcement program in 2010. The various insider trading actions arising out of the Galleon Management, LP scandal and the focus on expert networks captured ... more

03/04/11 PACT 2011 Company Showcase

Presentation | Speech
Andrew Hamilton

03/03/11 China's New National Security Review Process for Foreign Investments: U.S. CFIUS Review Moves East

LawFlash/Client Alert | International Alert
Stephen Mahinka, Sean Duffy, Lucas Chang, Ph.D.

On February 3, China's State Council released the "Notice of the General Office of the State Council on Launching the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors" (Notice),more

03/01/11 Panelist, Corporate Governance & Private Equity - What Every Director Should Know, presented by the Philadelphia chapter of the Association for Corporate Growth DealMakers' Private Equity Workshop, Philadelphia

Presentation | Speech
David Gerson

02/28/11 Seven Companies, Seven Minutes presented at Mobile Monday Demo Night

Presentation | Speech
Stephen Goodman, Andrew Hamilton

Winter 2011 Starting Over, Bank Insurance & Securities Marketing

Outside Publication | Article
Kathleen Collins

02/17/11 Delaware Valley Chapter of the Association of Corporate Counsel (DELVACCA Corporate and Securities Law CLE Institute, "Dodd-Frank’s Corporate Governance and Whistleblower Provisions: Implications and Strategies.”

Presentation | speech
Joanne Soslow, Alan Singer

02/16/11 Greater Philadelphia Alliance for Capital and Technologies (PACT) and Cleantech Alliance Mid-Atlantic (CAMA) “The Water-Energy Nexus: Opportunities in the Mid-Atlantic.”

Presentation | Speech
Kenneth Kulak, Thomas Gadsden, Anthony DeCusatis, Andrew Hamilton

02/07/11 Reworking The NJ Renewables Framework, Law360

Outside Publication | Article
Kenneth Kulak, Michael Connolly

02/02/11 Structuring Turbine Supply Arrangements, presented at the 2011 Wind Power Finance and Investment Summit, San Diego

Presentation | Speech
Wayne Song

12/15/10 Carve-out Transactions, Practical Law Company

Outside Publication | Article
Etienne Shanon, Robert Dickey

11/30/10 Institutional Investor Perspective, presented at the SEI 2010 Alternative Investment Fund CFO Forum, New York

Presentation | Speech
Jedd Wider

11/22/10 Keep One Eye on the Collaboration, And the Other on Exit Events, New Jersey Law Journal (read the article)

Outside Publication | Article
Alan Leeds, Rebecca Jewell, David Glazer

11/09/10 Financing Alternatives for ESOP Companies, presented to The ESOP Association, Las Vegas, Nevada

Presentation | Speech
Scott Adamson

11/02/10 Exit Strategies, presented at the New Jersey Technology Council CFO Thought Leadership Series

Presentation | Speech
Emilio Ragosa

10/21/10 Corporate VCs – Any Side Effects?, presented at the youngStartUp 2010 Life Sciences and Healthcare Venture Summit

Presentation | Speech
Emilio Ragosa

October 2010 Corporate Governance: An Overview of Public Company Requirements (updated)

Morgan Lewis Title | White Paper
Securities Practice

The Sarbanes-Oxley Act of 2002 has had a dramatic effect on public companies. Sarbanes-Oxley, which became law on July 30, 2002, was the first comprehensive federal legislation to impose significant corporate governance require... more

10/01/10 Successful Leadership Strategies During This Time of Regulatory and Economic Change, presented at the NJTC Executive Leadership Summit

Presentation | Speech
Emilio Ragosa

09/28/10 Word on the Street: M&A, opening remarks presented at The CFO Alliance New Jersey Roundtable

Presentation | Speech
Steven Cohen

08/23/10 The Financing Options For New Transmission, Law360

Outside Publication | Article
Floyd Norton, IV, Stephen Spina

Summer 2010 Ready, Shoot, Aim—Financial Reform Finalized, Bank Insurance & Securities Marketing

Outside Publication | Article
Kathleen Collins

August 2010 Financial Reform Legislation: A Guide to the Employment-Related Provisions

Morgan Lewis Title | White Paper
Thomas Linthorst, Sarah Bouchard

The Wall Street Reform Act dramatically changes the employer-employee landscape, significantly expanding government oversight and regulation of the workplace for employers in the financial services industry and public companies.

08/04/10 Financial Reform Bill: Impact on Executive Compensation, Corporate Governance, and Disclosure

Presentation | Webinar
Claudia Hinsch, Howard Meyers

08/03/10 Update on New Uses for Utility Securitization Bonds

LawFlash/Client Alert | Securitization LawFlash
Business and Finance Practice

In recent months, we have alerted clients and friends to the possible new uses of utility securitization bonds in the face of rising capital costs related to, among other things, climate change legislation, renewable portfolio s... more

07/28/10 Dodd-Frank Wall Street Reform and Consumer Protection Act: Summary of Provisions of Primary Interest to Advisers

LawFlash/Client Alert | Financial Regulatory Reform LawFlash
Investment Management Practice

Among the many reforms to occur due to the recent passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act, some provisions will specifically impact the business of those investment advisers registered under the Advisers Act.

07/28/10 Private Fund Investment Advisers Registration Act Enacted Into Law

LawFlash/Client Alert | Financial Regulatory Reform LawFlash
Ethan Johnson

Hedge fund and private equity fund managers will now be required to register with the SEC or state regulators, while venture capital fund advisers obtain an exemption from registration.

07/26/10 Financial Reform Act Creates Whistleblower Provisions Likely to Increase FCPA Enforcement

LawFlash/Client Alert | White Collar LawFlash
Alison Tanchyk, Eric Kraeutler

The Financial Reform Act includes whistleblower protections that may increase the reporting of FCPA violations, and provides incentives for reporting information relating to the violation of securities laws.

07/21/10 Derivative Reform Enacted Into Law

LawFlash/Client Alert | Financial Regulatory Reform LawFlash
Thomas D'Ambrosio

Sweeping derivative reform legislation contains momentous changes to the way swaps and security-based swaps are regulated and reported.

07/21/10 Financial Reform Bill Imposes New Corporate Governance Requirements

LawFlash/Client Alert | Financial Regulatory Reform LawFlash
Marlee Myers, John Hartigan, Linda Griggs, Howard Meyers

The latest on financial reform provisions relating to proxy access, board leadership structure, board risk and compensation committees, broker voting, and internal control over financial reporting that will affect many public companies.

07/20/10 Congress Passes Sweeping Changes to Labor and Employment Whistleblower Protections

LawFlash/Client Alert | Financial Regulatory Reform LawFlash
Thomas Linthorst, Sarah Bouchard

The newly passed Dodd-Frank Wall Street Reform and Consumer Protection Act will be signed into law this week, strengthening the whistleblower provisions of the Sarbanes-Oxley Act and creating several new whistleblower programs.

07/19/10 Landmark Legislation Gives SEC New Enforcement Capability

LawFlash/Client Alert | Financial Regulatory Reform LawFlash
E. Andrew Southerling, Patrick Conner

The newly approved financial reform bill contains new measures expanding the SEC’s enforcement authority and strengthening its oversight and regulatory authority over the nation’s securities markets.

07/16/10 Financial Reform Bill Imposes Significant New Executive Compensation and Corporate Governance Requirements

LawFlash/Client Alert | Financial Regulatory Reform LawFlash
Joseph Ronan, Jr., Mims Zabriskie

Amendments to proxy disclosure rules and changes to executive compensation requirements will mean immediate changes for almost all publicly traded corporations.

07/15/10 Department of Labor Finalizes Conditions for Financial Institutions to Serve as QPAMs to Their In-House Plans

LawFlash/Client Alert | Employee Benefits LawFlash
Michael Richman, Donald Myers

In early July 2010, the Department of Labor (DOL) adopted amendments to the class exemption for qualified professional asset managers (QPAMs) to permit them to obtain exemptive relief for transactions for their in-house plans. ... more

07/06/10 Impact of Financial Reform Legislation on Employee Benefit Plans

LawFlash/Client Alert | Financial Regulatory Reform LawFlash
Michael Richman, Donald Myers, Thomas D'Ambrosio

Despite the presence of several exclusions for plans and plan-related services, employee benefit plans will feel the effects of the new regulatory requirements.

06/29/10 Financial Regulatory Reform Heads Down the Homestretch

LawFlash/Client Alert | Financial Regulatory Reform LawFlash
Monica Parry, Kathleen Collins, P. Georgia Bullitt

A final compromise on the Volcker Rule headlines a climate change in the regulation of financial institutions.

06/25/10 Adapting to Increased Investor Demands With Regard to Fund Operations and Management, presented at the ACI 6th National Advanced Forum on Regulation and Enforcement of Hedge Funds & Investment Advisers, New York

Presentation | Speech
Jedd Wider

06/22/10 Dow Jones Private Equity Analyst Limited Partners Summit, New York

Presentation | Speech
Jedd Wider

06/17/10 The New Regulator on the Block—The Bureau of Consumer Financial Protection

LawFlash/Client Alert | Financial Regulatory Reform LawFlash
Kathleen Collins

A departure from the disclosure-driven precedents set by past consumer protection laws will usher in the era of the independent consumer financial protection regulator.

06/14/10 LP/GP Roundtable Discussion, presented to the CFA Society of Washington and Wharton Private Equity Partners, Washington, D.C.

Presentation | Speech
Louis Singer

06/14/10 Proposed Corporate Governance Changes Applicable to Public Companies

LawFlash/Client Alert | Financial Regulatory Reform LawFlash
Marlee Myers, John Hartigan, Linda Griggs, Howard Meyers

Proposed financial reform provisions relating to director elections, proxy access, board leadership structure, board risk committees, and broker voting will affect many public companies.

06/14/10 Systemic Risk Regulation: The Missing Link?

LawFlash/Client Alert | Financial Regulatory Reform LawFlash
Kathleen Collins, Robert Mendelson

Gaps in oversight prompt the creation of a new interagency council that will be charged with identifying, monitoring, and responding to systemic risks in the financial sector.

06/13/10 Institutional Limited Partner Association (ILPA) Principles and Perspectives, presented at the ILPA Level II Conference, New York

Presentation | Speech
Georgette Schaefer

06/07/10 Congress Set to Arm SEC with Increased Enforcement Capability

LawFlash/Client Alert | Financial Regulatory Reform LawFlash
Litigation Practice

The U.S. financial reform legislation that recently passed in the Senate and House is expected, after reconciliation in joint committee, to bring a new expansion of SEC market oversight, including collateral bars for securities laws violators, new whistleblower incentives and protections, and increased regulation of municipal securities.

June 2010 Co-author, Investment Vs. New Regulatory Framework, Brasil Energy

Outside Publication | Article
Felipe Alice

05/28/10 Are You Ready for Derivative Reform? Congress to Reconcile Proposed Derivative Legislation

LawFlash/Client Alert | Financial Regulatory Reform LawFlash
Thomas D'Ambrosio

Sweeping derivatives reforms are pending as the House and the Senate hand down new regulations for swaps and security-based swaps, imposing clearing, exchange trading, capital, margin, registration, reporting, recordkeeping, and business conduct requirements.

05/27/10 Financial Reform Addresses Executive Compensation and Corporate Governance

LawFlash/Client Alert | Financial Regulatory Reform LawFlash
Marc Leone, Gary Rothstein

Proposed financial reform provisions move to address the perceived link between executive compensation and systemic risk by including substantive and procedural executive compensation requirements and imposing additional corporate governance and disclosure requirements.

05/27/10 German Federal Government Proposes to Extend the Ban on Short Selling in Germany

LawFlash/Client Alert | Investment Management LawFlash
Jens-Dietrich Mitzlaff, Torsten Schwarze

Last week the German Federal Financial Supervisory Authority ( Bundesanstalt für Finanzdienstleistungsaufsicht, or BaFin) issued three decrees, dated May 18, 2010, that are aimed at banning naked short selling and certain ... more

05/24/10 Treasury Issues Guidance for 50% Tax Credit/Cash Grant for Life Sciences Companies

LawFlash/Client Alert | Tax LawFlash
Gary Wilcox

On May 21, 2010, the U.S. Department of the Treasury (Treasury) issued Notice 2010-45 (the Guidance), [1] which outlines the procedures for obtaining a valuable new 50% tax credit or equival... more

05/21/10 Sweeping Changes Made to Labor and Employment Whistleblower Protections

LawFlash/Client Alert | Financial Regulatory Reform LawFlash
Thomas Linthorst, Sarah Bouchard

Financial reform legislation, if signed, will—among other changes—allow employee whistleblowers to bypass Sarbanes-Oxley administrative proceedings and its 90-day statute of limitations for bringing retaliation claims.

05/12/10 The Power of One, presented at the Fourth Annual Women in Outsourcing Executive Roundtable, New York

Presentation | Speech
Barbara Melby

05/10/10 New Environment for Fundraising in 2010: A Partner Level Discussion, presented at a Wharton Private Equity Partners event, Philadelphia

Presentation | Speech
Louis Singer

04/27/10 Healthcare Reform Law and Mandatory Compliance Programs

LawFlash/Client Alert | Washington Government Relations and Public Policy LawFlash
Scott Memmott, Howard Young

With the passage of the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care Education Reconciliation Act of 2010 (the Healthcare Reform Law), Congress for the first time has mandated that a broad ra... more

04/21/10 Choosing the Ideal Structure for your Business Entity and Venture Capital Investment in 2010, presented at the Columbia University Entrepreneurial Program

Presentation | Speech
Emilio Ragosa

04/21/10 New 50% Tax Credit/Cash Grant for Life Science Companies Requires Timely Determination of Eligibility and Application

LawFlash/Client Alert | Tax LawFlash
Gary Wilcox

The Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (the Healthcare Reform Law), provides for a valuable new 50% tax credit or equivalent cash grant, for... more

04/20/10 Venture Outlook: Challenges and Opportunities, presented at the 2010 Boston Biotech & Healthcare Venture Summit

Presentation | Speech
Emilio Ragosa

04/19/10 Healthcare Reform Law: Comparative Effectiveness Provisions Concerning Healthcare Products and Services

LawFlash/Client Alert | Washington Government Relations and Public Policy LawFlash
Stephen Mahinka

The Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (the Healthcare Reform Law), contains provisions supporting the development of comparative effectiven... more

04/15/10 Healthcare Reform Law: A New Regulatory Pathway for Biosimilar Biological Products

LawFlash/Client Alert | Washington Government Relations and Public Policy LawFlash
Kathleen Sanzo, Phoebe Mounts

The Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (the Healthcare Reform Law), establishes an abbreviated licensure pathway for biosimilar biological p... more

04/15/10 Healthcare Reform Law: Impact on Pharmaceutical Manufacturers

LawFlash/Client Alert | Washington Government Relations and Public Policy LawFlash
Kathleen Sanzo

The Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (the Healthcare Reform Law, or Law), will have a number of direct and indirect effects on pharmaceuti... more

04/14/10 Healthcare Reform Law Leads to Significant Changes to the 340B Program

LawFlash/Client Alert | Washington Government Relations and Public Policy LawFlash
Washington Government Relations and Public Policy Practice

The Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (the Healthcare Reform Law, or Law), provides for a number of significant revisions to the existing 3... more

04/14/10 Immediate Healthcare Reform Law Issues for Group Health Plans Come Into Sharper Focus

LawFlash/Client Alert | Washington Government Relations and Public Policy LawFlash
Saghi Fattahian, Andy Anderson

The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the Healthcare Reform Law), creates a number of immediate issues for employer group health plans. Some o... more

04/13/10 Healthcare Reform Law Imposes New Tax and Other Requirements for Device Manufacturers

LawFlash/Client Alert | Washington Government Relations and Public Policy LawFlash
M. Elizabeth Bierman, Michele Buenafe

The Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (the Healthcare Reform Law), presents a number of new issues for medical device manufacturers. Devic... more

04/13/10 Healthcare Reform Law: Issues Affecting Hospitals and Health Systems

LawFlash/Client Alert | Washington Government Relations and Public Policy LawFlash
Andrew Ruskin, Albert Shay

The Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (the Healthcare Reform Law), includes substantial changes that will affect how hospitals of all types... more

04/09/10 Healthcare Reform Law Cuts Medicare Advantage Payments and (Mostly) Increases Prescription Drug Program Payments

LawFlash/Client Alert | Washington Government Relations and Public Policy LawFlash
Joyce Cowan

The Patient Protection and Affordable Care Act of 2010 as amended by the Health Care and Education Reconciliation Act of 2010 (Healthcare Reform Law) makes substantial changes to the Medicare Part C Medicare Advantage (MA) and M... more

04/07/10 Healthcare Reform Law Requires Reasonable Break Times and Locations for Nursing Mothers

LawFlash/Client Alert | Washington Government Relations and Public Policy LawFlash
Michael Ossip

The Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (the Healthcare Reform Law), includes a provision that requires employers to provide covered employee... more

03/31/10 Healthcare Reform Law: Healthcare Fraud and Abuse and Program Integrity Provisions

LawFlash/Client Alert | Washington Government Relations and Public Policy LawFlash
Kathleen McDermott, Meredith Auten

The Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (the Healthcare Reform Law), contains more than 32 sections related to healthcare fraud and abuse and... more

03/29/10 Healthcare Reform Law Delivers New Transparency Requirements for the Health Industry

LawFlash/Client Alert | Washington Government Relations and Public Policy LawFlash
Kathleen McDermott

The Patient Protection and Affordable Care Act of 2010 as amended by the Health Care and Education Reconciliation Act of 2010 (the Healthcare Reform Law) provides for a number of new transparency requirements for several health ... more

03/25/10 Healthcare Reform Law and Its Impact on Business: Ongoing Information and Analysis from Morgan Lewis

LawFlash/Client Alert | Washington Government Relations and Public Policy LawFlash
Washington Government Relations and Public Policy Practice

The Patient Protection and Affordable Care Act (the Healthcare Reform Law) that President Obama signed intlaw on March 23 contains a large number of provisions that will significantly affect businesses in the coming months and y... more

03/08/10 Update to IRS Wants a Roadmap: IRS Announces Draft Schedule Coming in April for 2010 Tax Year

LawFlash/Client Alert | Tax LawFlash
William Zimmerman, William Colgin, Jr., Richard Zarin, Gary Wilcox, Miriam Fisher, Barton Bassett, Mark Matthews

The Internal Revenue Service (IRS) is plowing forward with its plan to require most corporate taxpayers to disclose uncertain tax positions on a schedule to be filed with their federal tax return. On March 5, the IRS made an an... more

03/04/10 New Uses for Utility Securitization Bonds in the Absence of Traditional Rate Recovery

LawFlash/Client Alert | Securitization LawFlash
Business and Finance Practice

Since the 1990s, utility companies have used securitizations as a financing technique to recover costs that may not be includable in rate base. Initially, securitizations were used as a vehicle to allow utilities to recover thei... more

03/02/10 What Are the Consequences of the New FBAR Guidance for Exempt Organizations?

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
William Colgin, Jr., Barton Bassett

The Financial Crimes Enforcement Network (FinCEN) of the U.S. Treasury Department issued a Notice of Proposed Rulemaking (RIN 1506-AB08) on February 23 regarding the requirements for certain U.S. persons to file Form TD F 90-22.1... more

02/26/10 FinCEN and IRS Issue Guidance on FBAR Filing Requirements for Certain U.S. Persons

LawFlash/Client Alert | Tax LawFlash
William Zimmerman, William Colgin, Jr., Barton Bassett, Mark Matthews

The Financial Crimes Enforcement Network (FinCEN) of the U.S. Treasury Department issued a Notice of Proposed Rulemaking (RIN 1506-AB08) on February 23 regarding the requirements for certain U.S. Persons to file Form TD F 90-22.... more

02/19/10 Recessionary Impact on Minority ESOPs, presented at the ESOP Association Winter Technical Conference, New Orleans, Louisiana

Presentation | Speech
Scott Adamson

02/17/10 The Proposed IRS Policy Change: Its Impact on Corporate Governance and Corporate Litigation Risk Management Webinar

Presentation | Webinar
William Colgin, Jr., Thomas Kellerman, John Hemann, Marc Sonnenfeld

02/05/10 United States and Chile Sign Income Tax Treaty

LawFlash/Client Alert | Tax LawFlash
Neal Gordon, Barton Bassett

On February 4, the Treasury Department announced the signing of a new income tax treaty between the United States and Chile. The treaty will be presented to President Obama for his signature before it is sent to the United Stat... more

02/04/10 A Primer on Infrastructure M&A: What You Need to Know About Deals Involving Infrastructure Companies and Assets

Presentation | Webinar
Richard Zarin, Scott Adamson, Jonathan Morris

With an ample supply of attractive assets and billions of investment dollars available for infrastructure projects, opportunities for investment in infrastructure companies and assets are significant. In order to capitalize on th... more

02/02/10 Down from the Shelf: Special Charter Used to Purchase Failed Bank

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice

Private equity investors long intrigued with the idea of investing in failed depository institutions can now point to a novel success story. On January 22, the Office of the Comptroller of the Currency (OCC) approved the initia... more

02/02/10 Obama’s 2011 Budget: Check-the-Box off the Table; Subpart F Expanded

LawFlash/Client Alert | Tax LawFlash
Neal Gordon, Barton Bassett

On February 1, the Treasury Department released the General Explanations of the Administration's Fiscal Year 2011 Revenue Proposals (2011 Green Book), which includes the Obama administration's plans to significantly reform the... more

01/31/10 Due Diligence for Venture Capital Financings in the Current Market, presented at the Bay Area APALSA Conference, Opportunities and Challenges in Corporate Law, Santa Clara University, CA

Presentation | Speech
E. John Park

01/28/10 Strategic Investments and Acquisitions, presented at the VC Taskforce

Presentation | Speech
E. John Park

01/27/10 IRS Wants a Roadmap: Proposes Broad Disclosure of Uncertain Tax Positions on Returns and Guts Restraint Policy on Tax Accrual Workpapers

LawFlash/Client Alert | Tax LawFlash
William Colgin, Jr., Barton Bassett

On January 26, the Internal Revenue Service (IRS) announced its intention to require corporate taxpayers to disclose all uncertain tax positions on a new schedule to be attached to the yearly tax return. Under the current propo... more

January 2010 IRS Wants a Roadmap: Proposes Broad Disclosure of Uncertain Tax Positions on Returns and Guts Restraint Policy on Tax Accrual Workpapers, Practical U.S./Domestic Tax Strategies, Vol. 10, No. 1

Outside Publication | Article
William Colgin, Jr., Gary Wilcox, Barton Bassett

01/13/10 Cautious Optimism as Ninth Circuit Withdraws Xilinx Decision

LawFlash/Client Alert | Tax LawFlash
William Colgin, Jr., Barton Bassett

On January 13, the U.S. Court of Appeals for the Ninth Circuit withdrew the opinion and dissent filed on May 27, 2009 in Xilinx, Inc. v. Commissioner . The Xilinx decision has far-ranging implications for cost-sharing struct... more

01/13/10 Financial Covenants in Loan Agreements, CLE Presentation

Presentation | Speech
Richard Petretti

1 January 2010 Les clauses de liquidation préférentielle : contours d'une pratique, Actes Pratiques et Ingénierie Sociétaire

Outside Publication | Article
Olivier Edwards, Karen Noël

Winter 2010 The Wayback Machine, Bank Insurance & Securities Marketing

Outside Publication | Article
Kathleen Collins

12/16/09 Veritas v. Commissioner: Tax Court Decision Exposes Flaws in Common IRS Cost-Sharing Buy-In Theories

LawFlash/Client Alert | Tax LawFlash
William Colgin, Jr., Neal Gordon, Barton Bassett

On December 10, the U.S. Tax Court released an important decision in Veritas Software Corp. v. Commissioner that addresses a number of current "hot button" transfer pricing issues. The decision has broad implications for taxp... more

12/15/09 IRS to Collect Data on Charity Governance Practices During Examinations

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice

The Internal Revenue Service (IRS) recently released a new governance check sheet that its agents will use to collect data about the governance practices and related internal controls of 501(c)(3) public charities under examinat... more

Fall 2009 Morgan Lewis on Restructuring, Fall 2009

Newsletter | Morgan Lewis on Restructuring
Menachem Zelmanovitz, Andrew Gottfried, Roland Montfort, Lynda Vaillant

In this issue: Is It Time to Think About SARE? Champerty – New York Banishes the Specter of an Ancient Doctrine from Modern Debt Acquisitions Out-of-Court Settlement in France “The Conciliation” ... more

November 2009 Venture Capital and Private Equity Funds Deskbook (more)

Morgan Lewis Title | Deskbook
Private Investment Funds Practice

11/10/09 At the Crossroads of Liquidity: Liquidity & Wealth Preservation Considerations for Business Owners, presented at the Century City Chamber of Commerce, Los Angeles

Presentation | Speech
Scott Adamson

11/03/09 Proposed Legislation Would Subject Offshore Investments and Foreign Entities to Significant New Reporting and Withholding Requirements

LawFlash/Client Alert | Tax LawFlash
Gary Herrmann, William Zimmerman, Richard Zarin, Barton Bassett

The Foreign Account Tax Compliance Act of 2009 (H.R. 3933 and S. 1934) was introduced on October 27 by Senate Finance Committee Chair Max Baucus (D-Mont.) and Ways and Means Committee Chair Charles B. Rangel (D-NY). The propose... more

10/27/09 Funding Healthcare and IT Media, presented at the 2009 New York Life Sciences & Healthcare Venture Summit

Presentation | Speech
Emilio Ragosa

10/26/09 IRS Mounts Major Payroll Tax Audit Initiative of 6,000 Companies

LawFlash/Client Alert | Employee Benefits LawFlash
Employee Benefits Practice

The Internal Revenue Service (IRS) has quietly unveiled its most significant audit initiative in decades—an initiative the IRS confirmed last week with little fanfare even though its expansive scope will target the federal... more

10/22/09 Update Regarding Status of the Obama Administration's International Tax Proposals

LawFlash/Client Alert | Tax LawFlash
Tax Practice

On October 13, The Wall Street Journal reported that White House aides had confirmed that the Obama administration has shelved its plans to advance its international tax reform for 2009 as a result of heavy lobbying by the bus... more

10/20/09 Executing and Documenting the Deal, presented at ACI's Financing Solutions & Strategies for Life Sciences Post-Conference Workshop

Presentation | Speech
Emilio Ragosa

10/09/09 The IRS Continues to Assert Workforce in Place Constitutes an “Intangible” for Purposes of Code Sections 367 and 482

LawFlash/Client Alert | Tax LawFlash
William Colgin, Jr., Neal Gordon, Barton Bassett

The Internal Revenue Service (IRS) continues to advance the proposition that workforce in place constitutes an "intangible" for U.S. federal income tax purposes. This position has potential application both with respect to prop... more

10/08/09 United Kingdom Stamp Duty Reserve Tax: Clearance Services

LawFlash/Client Alert | Tax LawFlash
E.S. Kate Habershon

On 1 October 2009 the European Court of Justice (ECJ) handed down a decision in the case of HSBC Holdings PLC and Vidacos Nominees Limited v HMRC that concerned UK Stamp Duty Reserve Tax (SDRT). The ECJ held that it is not la... more

10/02/09 Corporate Venturing: Partnering and Investing in Emerging Growth Companies, presented at the AAMA Connect 2009 Conference, Mountain View, CA

Presentation | Speech
E. John Park

09/29/09 Status of Proposed Legislation Requiring Registration of Investment Advisers to Private Investment Funds

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice

Since President Obama renewed his call for financial regulatory reform in a speech to Wall Street leaders on September 14, new details have emerged that shed some light on Congress's potential timeline for addressing the Obama a... more

09/22/09 IRS Grants Additional FBAR Filing Extension for Certain U.S. Persons

LawFlash/Client Alert | Tax LawFlash
Tax Practice

On September 21, the Internal Revenue Service (IRS) issued IR-2009-084, granting a one-time extension of the September 23, 2009 deadline for special voluntary disclosures by taxpayers with unreported income from hidden offshore ... more

09/14/09 Tax Consequences of Investment in Distressed Securities, presented at the Investment Company Institute's 2009 Tax & Accounting Conference

Presentation | Speech
William Zimmerman

September 2009 Loss Contingencies: How Will They Be Disclosed in the Future?

Morgan Lewis Title | White Paper
Linda Griggs

For many years, investors have complained that public companies fail to warn them early enough, or at all, about risks relating to litigation and other claims that ultimately result in large settlements. Investors have asserted... more

September/October 2009 La liquidation préférentielle est-elle une énergie renouvelable, Revue de Droit bancaire et financier

Outside Publication | Article
Olivier Edwards, Karen Noël

Les clauses de liquidation préférentielles : modalités et enjeux

08/21/09 First Circuit Reverses in United States v. Textron Inc.: Tax Accrual Workpapers Not Subject to Work Product Protection

LawFlash/Client Alert | Tax LawFlash
Tax Practice

On August 13, the U.S. Court of Appeals for the First Circuit, sitting en banc in United States v. Textron Inc. , reversed (3-2) its earlier decision, which held that tax accrual workpapers were protected as attorney work pro... more

08/17/09 Outsourcing Issues - 2009, presented at a SunGard Legal Conference, Philadelphia

Presentation | Speech
Barbara Melby

08/10/09 Government Investment in High-Speed Rail Creates Opportunities for the Private Sector

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice

The federal government has proposed making significant public investment to facilitate the development of a comprehensive high-speed rail network throughout the United States. The Federal Railroad Administration (FRA) plans to ... more

08/10/09 IRS Grants FBAR Filing Extension for Certain U.S. Persons

LawFlash/Client Alert | Tax LawFlash
Tax Practice

The Internal Revenue Service (IRS) on August 7, 2009 issued Notice 2009-62, which provides an extension of time for specified persons to file Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts (FBAR), for 2008 and ... more

08/07/09 Proposed Rule under Investment Advisers Act Would Limit “Pay to Play” Practices

LawFlash/Client Alert | Private Investment Funds LawFlash
John O'Brien, Thomas Harman, Michael Berenson, Monica Parry, Abigail Bertumen, Timothy Levin, W. John McGuire, Steven Stone

On August 3, the Securities and Exchange Commission (SEC) proposed new Rule 206(4)-5 under the Investment Advisers Act of 1940 [1] (Advisers Act) aimed at curtailing "pay to play" practices ... more

08/06/09 New Guidance Regarding the Application of U.S. Withholding Taxes and “Fails Charges”

LawFlash/Client Alert | Tax LawFlash
Tax Practice

During the fall of 2008, the market started to experience persistent failures in the pay-for-delivery market of U.S. Treasuries. In response to such delays, many market participants (including the Federal Reserve Bank of New Yo... more

08/05/09 Reintroduction of UBTI Legislation

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice

On July 31, Representative Sander Levin of Michigan (D-MI-12) introduced legislation (H.R. 3497) that would significantly impact the manner in which the unrelated business income tax (UBIT) is applied to investment partnerships ... more

July 2009 U.S. M&A Primers: 従業員向け福利厚生 | Employee Benefits and デュー・デリジェンス | Due Diligence

Newsletter | Mergers and Acquisitions Primer
Lisa Yano, Gregory Salathé

私どもモルガン・ルイスでは、日本のクライアントの皆様のために、米国における企業の買収・合併（Ｍ＆Ａ）を中心とした情報メモランダム・シリーズを発行し、お手元にお届けしていくことになりました。毎回、初歩的な解説も含め２つのトピックを選び、ご紹介してまいります。今後、日本企業による米国企業買収が活発化していくと予想されるなか、私どもがお届けする情報がお役に立つことを願っております。 Morgan Lewis is publishing a serie... more

07/21/09 SEC Proposal on Executive Compensation and Corporate Governance Disclosure Requirements and Proxy Solicitation Rules

LawFlash/Client Alert | Securities and Executive Compensation LawFlash
Business and Finance Practice and Employee Benefits Practice

On July 10, the Securities and Exchange Commission (SEC) issued a release proposing various rule amendments that would add or revise executive compensation and corporate governance disclosures in proxy and information statements... more

07/15/09 Cross-Border Webinar for the Financial Services Sector

Presentation | Webinar
Beth Kiesewetter, Carsten Horter, Steven Stone

We have witnessed an increase in enforcement action against firms for the mishandling of client information and security breaches. This webinar discussed developments in the United States and Europe which affect financial institu... more

07/15/09 Lessons from the Satyam Fraud, presented at a Morgan Lewis Webcast: Key Developments in Outsourcing – 2009

Presentation | Speech
Michael Pillion

07/15/09 The Evolving Outsourcing Contract – Where Customers Are Focusing, presented at a Morgan Lewis Webcast: Key Developments in Outsourcing – 2009

Presentation | Speech
Barbara Melby

13 July 2010 Les nouvelles instructions de l’AMF sur le prospectus des FCPR, Capital Finance

Outside Publication | Article
Rima Maîtrehenry, Ann Baker

Les nouvelles instructions de l’AMF sur les prospectus des FCPR.

07/13/09 Mergers & Acquisitions 2009—Preparing for “Carve-Out” Transactions: Employee Benefits

LawFlash/Client Alert | Carve-Out Transactions LawFlash
Business and Finance Practice

While the emotional capital invested in any transaction is high—whether from the deal team or employees unsettled by the change in status quo, carve-out transactions in particular bring these issues into sharp relief, due t... more

07/10/09 SEC Approves NYSE Rule Change Eliminating Broker Discretionary Voting in Uncontested Elections of Directors

LawFlash/Client Alert | Securities LawFlash
Business and Finance Practice

On July 1, the Securities and Exchange Commission (the SEC), by a three-to-two vote, approved a New York Stock Exchange (NYSE) proposal that prohibits discretionary voting by brokers of shares held by their customers in "street ... more

07/10/09 SEC Proposal on TARP “Say on Pay” Votes; Non-TARP Companies Should Also Take Heed

LawFlash/Client Alert | Securities LawFlash
Business and Finance Practice

On July 1, the Securities and Exchange Commission (the SEC) proposed new Rule 14a-20 of the proxy rules and amendments to Item 20 of Schedule 14A under the Securities Exchange Act of 1934, as amended, to set forth requirements r... more

07/10/09 Treasury Issues Guidance for Cash Grant in Lieu of Energy Tax Credit

LawFlash/Client Alert | Energy LawFlash
Kenneth Kulak, Wendy Unglaub, Richard Shortz, Wayne Song, Terrence Dugan, Gary Wilcox, Ingrid Myers, Douglas Davidson

On July 9, the U.S. Department of the Treasury (the Treasury) issued guidance that outlined the procedures for obtaining cash grants in lieu of claiming investment tax credits or production tax credits for specified renewable en... more

07/06/09 Mergers & Acquisitions 2009—Preparing for “Carve-Out” Transactions: Real Property

LawFlash/Client Alert | Carve-Out Transactions LawFlash
Business and Finance Practice

A common theme present in all successful carve-out transactions is advance planning. Understanding the fundamental issues that are unique to a carve-out transaction—from the perspective of both the seller and the buyer&mda... more

6 July 2009 Stock option et fonds ISF, le bon sens n’est pas près de chez nous, Capital Finance

Outside Publication | Article
Olivier Edwards

Summer 2009 Financial Reform: Putting the Buggy Before the Horse?, Bank Insurance & Securities Marketing (click here to read the article)

Outside Publication | Article
Kathleen Collins

July 2009 Panelist, Damn the Torpedoes: Continuing to Finance Oil and Gas Operations in Tumultuous Times, presented at the 55th Annual Rocky Mountain Mineral Law Institute

Presentation | Speech
Jennifer Mosley

06/29/09 Financial Regulatory Reform Proposal: Hedge Funds, Private Equity Funds, Venture Capital Firms May Be Required to Register with SEC

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice

On June 17, the Obama administration released its recommendations to reform the financial regulatory system: Financial Regulatory Reform-A New Foundation: Rebuilding Financial Supervision and Regulation . The recommendations p... more

06/29/09 Mergers & Acquisitions 2009—Preparing for "Carve-Out" Transactions: Information Technology

LawFlash/Client Alert | Carve-Out Transactions LawFlash
Business and Finance Practice

Even during periods where the economy and "business" in general are doing well, corporate managers pay close attention to the proverbial bottom line. Information technology (IT), and the myriad of people, software, hardware, an... more

06/22/09 Mergers & Acquisitions 2009—Preparing for “Carve-Out” Transactions: Financial Statements

LawFlash/Client Alert | Carve-Out Transactions LawFlash
Business and Finance Practice

We anticipate that the current economic climate will increasingly lead companies to engage in carve-out transactions (i.e., the sale of subsidiaries or divisions of a larger business enterprise). Not unlike the increase in dist... more

06/19/09 Financial Regulatory Reform—The Obama Administration Proposal

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice

On June 17, 2009, the Obama administration released its recommendations to reform the financial regulatory system: Financial Regulatory Reform—A New Foundation: Rebuilding Financial Supervision and Regulation. Describing ... more

06/18/09 “Say on Pay” Votes to Become Mandatory Under Obama Administration Proposal

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice

On June 17, President Barack Obama proposed broad changes to the manner in which the U.S. government supervises financial markets. Among the numerous elements of the administration's plan is a requirement that public companies i... more

06/17/09 Opportunities in Infrastructure: Key Considerations in a New Landscape

Presentation | Webinar
Sara McCormick, Stephen Kinney, Jr., Paul Zaffuts, Jonathan Fritts, Tracy Steele

06/17/09 Public-Private Partnerships Increasingly Used for Transportation Projects

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice

Public-private partnerships (PPPs) have long enjoyed significant popularity throughout the world. It has been reported that more than a thousand partnerships were signed in the European Union alone between 1990 and 2005 for a c... more

06/16/09 BioBucks Meets PharmacoEconomics: Who's Got the Negotiating Leverage Now? presented at Allicense Conference, San Francisco

Presentation | Speech
Randall Sunberg

06/16/09 Mergers & Acquisitions 2009—Preparing for “Carve-Out” Transactions: Intellectual Property

LawFlash/Client Alert | Carve-Out Transactions LawFlash
Business and Finance Practice

We anticipate that the current economic climate will increasingly lead companies to engage in carve-out transactions (i.e., the sale of subsidiaries or divisions of a larger business enterprise). Not unlike the increase in dist... more

06/15/09 IRS Requests Comments on Proposed Methods for Substantiating the Business Use of Employer-Provided Cell Phones

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice

On June 8, the Internal Revenue Service (IRS) issued Notice 2009-46, seeking comments on proposed simplified procedures for substantiating the business use of employer-provided cell phones under Section 274(d)(4). more

06/02/09 Structuring Foreign (non-French) Investment Funds, presented to private equity professionals at AFIC, Paris

Presentation | Speech
Rima Maîtrehenry, Ann Baker

June 2009 U.S. M&A Primers: ディール・ストラクチャー | Deal Structure | 거래 구조 and 補償条項 | Indemnification | 배상

Newsletter | Mergers and Acquisitions Primer
Lisa Yano

私どもモルガン・ルイスでは、日本のクライアントの皆様のために、米国における企業の買収・合併（Ｍ＆Ａ）を中心とした情報メモランダム・シリーズを発行し、お手元にお届けしていくことになりました。毎回、初歩的な解説も含め２つのトピックを選び、ご紹介してまいります。今後、日本企業による米国企業買収が活発化していくと予想されるなか、私どもがお届けする情報がお役に立つことを願っております。 Morgan Lewis is publishing a series ... more

05/29/09 SEC to Propose Rule Amendments to Facilitate Rights of Shareholders to Nominate Directors

LawFlash/Client Alert | Securities LawFlash
Business and Finance Practice

The Securities and Exchange Commission (SEC) voted on May 20 to propose rule amendments to facilitate the rights of shareholders to nominate directors of corporate boards. The following summarizes the proposed rules based on st... more

May 2009 Net Operating Loss Utilization Assistance

LawFlash/Client Alert | Tax Practice Memorandum
Paul Gordon

We are facing a difficult and unprecedented economic environment. Many corporations, both new and well established, are generating net operating loss, or "NOL," carryforwards for the first time or are experiencing a significant... more

05/18/09 Earnings and Profits of Foreign Subsidiaries, presented as an ATLAS Tax Seminar, Philadelphia

Presentation | Speech
Wendy Unglaub, Gary Wilcox, Barton Bassett

05/14/09 Renegotiating Your Outsourcing Deal, presented as a part of the Morgan Lewis "Key Updates in Outsourcing" Quarterly Webinar Series

Presentation | Webinar
Barbara Melby

05/14/09 Renegotiation: The Right Way, Right Away, presented at the Third Annual Women in Outsourcing Executive Roundtable, New York

Presentation | Speech
Barbara Melby

05/13/09 UPMIFA and FAS 117-1 Bring New Legal and Accounting Rules for Endowment Funds

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice

A majority of states have now enacted the Uniform Prudent Management of Institutional Funds Act (UPMIFA), a uniform act that governs the investment, management, and expenditure of endowment funds. Among other things, UPMIFA all... more

04/24/09 United Kingdom Budget: International Competitiveness

LawFlash/Client Alert | Tax LawFlash
Tax Practice

The UK Budget, handed down on 22 April 2009, confirms the UK government's desire to make the UK a more attractive and competitive jurisdiction for multinational businesses. Taxation of Foreign Profits After nearly two yea... more

April 2009 Revised Civil Law Statute of Limitations Will Have Limited Impact on Transaction Due Diligence and Contractual Warranties

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice

French Bill n° 2008-561 of 17 June 2008 (the New Law) has reduced the duration of the statute of limitations under civil law from thirty to five years. As the New Law is applicable in a transaction context, due diligence exer... more

04/07/09 Charitable Investment Funds, presented at the Georgetown Law Center's Representing & Managing Tax-Exempt Organizations Seminar 2009, Washington, D.C.

Presentation | Speech
Paul McCoy

04/02/09 Toxic Asset Disposition Plan

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice

To expedite the removal of troubled “legacy” loans and securities from books of U.S. financial institutions, the U.S. Treasury Department (the Treasury) announced on March 23 the next in a series of initiatives desi... more

Spring 2009 Credit Derivatives Can Create a Financial Incentive for Creditors to Destroy a Chapter 11 Debtor: Section 1126(e) and Section 105(a) Provide a Solution, American Bankruptcy Institute Law Review, Volume 19, Issue 1

Outside Publication | Article
Patrick Fleming

April 2009 UK Tax Changes in Budget Favorable to Multinationals, Practical European Tax Strategies, Vol. 11, No. 4

Outside Publication | Article
E.S. Kate Habershon

03/26/09 IRS Announces Penalty Framework for Voluntary Disclosure of Offshore Accounts

LawFlash/Client Alert | Tax LawFlash
Tax Practice

The Internal Revenue Service (IRS) today announced a new short-term penalty framework that will apply to persons voluntarily disclosing previously unreported offshore accounts and entities within the next six months. While string... more

03/16/09 Money Matters, Human Resources Executive (click here to read the article)

Outside Publication | Article
Barbara Melby, Vito Petretti

03/16/09 Treasury and Federal Reserve Extend TALF Subscription Period

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice

In November 2008, the Treasury Department and the Federal Reserve announced the Term Asset-Backed Lending Facility program (TALF) with the goal of improving credit market conditions for consumers and small businesses by providi... more

03/11/09 Outsourcing: A Critical Business Strategy for Tough Economic Times, presented at a Morgan Lewis Seminar, Philadelphia

Presentation | Speech
Barbara Melby

03/11/09 Tales from the Front: Lessons Learned, Best Practices, and What to Avoid, presented at ACI's Life Sciences M&A Conference, New York

Presentation | Speech
Randall Sunberg

March 2009 Negotiating and Renegotiating ISDA Master Agreements for Derivative Transactions, Investment Adviser Association Newsletter

Outside Publication | Article
Thomas D'Ambrosio

03/03/09 SEC Adopts Rules Requiring XBRL Format Filing for Financial Statement Information

LawFlash/Client Alert | Business and Finance LawFlash
Finnbarr Murphy, Steven Yang, Stephen Farrell

The Securities and Exchange Commission (SEC) recently issued a final rule and interpretive release adopting rules requiring companies to provide financial statement information in interactive data format using the eXtensible Bus... more

02/27/09 Intellectual Property in Commercial Transactions and Bankruptcy, CLE Presentation

Presentation | Speech
Richard Petretti

02/17/09 Important New Development Regarding Reporting of Foreign Bank and Financial Accounts: What Tax-Exempt Organizations Need to Know

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice

The Internal Revenue Service (IRS) has stepped up enforcement of foreign bank and financial account reporting obligations for all taxpayers, including tax-exempt organizations and their employees. As discussed below, the penalt... more

01/27/09 Important New Development Regarding Reporting of Foreign Bank and Financial Accounts: What Corporations and Individuals Need to Know

LawFlash/Client Alert | Tax LawFlash
Tax Practice

The Internal Revenue Service (IRS) has made enforcement of foreign bank and financial account reporting obligations a top priority, both with respect to corporate and individual taxpayers. As discussed in detail below, the pena... more

01/05/09 Disclosure, Management Practices, and Corporate Governance Relating to Climate Change Financial Risks (Updated)

LawFlash/Client Alert | Climate Change Alert
Business and Finance Practice

Actions by the Attorney General of the State of New York in 2008 will affect how public companies disclose and address climate change financial risks. Since August 2008, the Attorney General has announced settlement agreements ... more

Winter 2009 Fasten Your Seat Belts, Bank Insurance & Securities Marketing, Vol. 18, No. 1 (click here to read the article)

Outside Publication | Article
Kathleen Collins

2008 How and When to Apply Step Transaction Doctrine in Corporate and Partnership Restructuring Transactions, Real Estate Journal

Outside Publication | Article
Gary Wilcox

12/16/08 Updated Regulatory Framework for Payment Terms in France

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice

The Modernization of the Economy Act ( Loi de Modernisation de l’Economie ; hereinafter, LME) dated 4 August 2008, dedicates an entire chapter to competition law and provides a new regulatory framework with respect to terms... more

12/05/08 Filing Deadline for Annual Reports on Form 20-F Accelerated to Four Months after Fiscal Year End

LawFlash/Client Alert | Securities LawFlash
Business and Finance Practice

The U.S. Securities and Exchange Commission (SEC) adopted on August 27, 2008 a number of rule amendments intended to update and enhance disclosure and filing requirements applicable to foreign issuers, including, most significan... more

12/05/08 FINRA Provides Guidance on Obtaining Credit for Extraordinary Cooperation

LawFlash/Client Alert | Securities LawFlash
Litigation Practice

Earlier this week, the Financial Industry Regulatory Authority (FINRA) publicly announced factors it will consider in determining whether to give firms and individuals credit for extraordinary cooperation. FINRA Regulatory Noti... more

12/05/08 SEC Amends Exemptions for Cross-Border Transactions

LawFlash/Client Alert | Securities LawFlash
Business and Finance Practice

The Securities and Exchange Commission (the SEC) recently issued a final rule and interpretive release adopting amendments to the exemptions for cross-border tender offers, exchange offers, rights offerings, and business combin... more

2008 A State-by-State Analysis of S Corporation Tax Treatment (Chapter 3), S Corporation ESOPs (NCEO)

Outside Publication | Chapter
Renee Lewis

2008 Chapter 8, Lawyers Guide to Formulas in Deal Documents and SEC Filings (Law Journal Press)

Outside Publication | Chapter
Peter Phleger

12/01/08 Final Regulations on Review of Foreign Acquisitions by CFIUS Issued by the Treasury Department

LawFlash/Client Alert | International Alert
Antitrust Practice

On November 21, the Treasury Department published its final regulations pursuant to the Foreign Investment and National Security Act of 2007 (FINSA), amending Section 721 of the Defense Production Act of 1950, which authorizes ... more

12/01/08 Recent Regulatory Initiatives Pave Way for New Bank Investors

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice

The announcement on Friday, November 21 of a regulatory first—the approval of a “shelf” or “expandable” charter—is the latest sign that bank regulators wish to encourage new equity investors i... more

11/24/08 Tax Considerations for Participants in U.S. Treasury’s Capital Purchase Program

LawFlash/Client Alert | Tax LawFlash
Tax Practice

Recent financial reports suggest that as many as 40% of the institutions in the banking and thrift industry will eventually participate in the U.S. Treasury Department’s $250 billion Capital Purchase Program (CPP). Althou... more

11/14/08 Capital Planning for Successful ESOPs, presented to The ESOP Association, Las Vegas, Nevada

Presentation | Speech
Scott Adamson

11/12/08 Factoring Takeaways from Recent Deals and Trends, presented at ACI's Pharma/Biotech Collaborative Agreements Conference, New York

Presentation | Speech
Randall Sunberg

11/10/08 Looking Ahead: The Future of Federal Climate Change Law

LawFlash/Client Alert | Climate Change Alert
Energy Practice

The recent election will bring in a new administration in January—one that has signaled that federal action to address climate change is on the horizon. While running for office, President-Elect Barack Obama proposed bold... more

11/10/08 Strategic Crossroads: Build, Buy, or Partner for Commercialization Capabilities, presented at Biotech 2008, Philadelphia

Presentation | Speech
Randall Sunberg

November 2008 How Private Funds Can Profit From the Next Wave of Restructurings

Morgan Lewis Title | White Paper
Wendy Walker, Ethan Johnson, Jedd Wider, Neil Herman

In light of ongoing turmoil in the credit markets, the continuing uptick in the default rate, and the increasing number of sizeable corporate bankruptcy filings, the time is right for private funds to consider how best to profit ... more

10/17/08 Disclosure, Management Practices, and Corporate Governance Relating to Climate Change Financial Risks

LawFlash/Client Alert | Climate Change Alert
Business and Finance Practice

Recent action by the Attorney General of the State of New York will affect how public companies disclose and address climate change financial risks. On August 27, 2008, the Attorney General announced a settlement agreement with... more

10/14/08 Expiration of Shelf Registration Statements to Commence on December 1, 2008; Issuers Planning to Renew Their Shelves Should Consider Prompt Action

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice

As discussed in our LawFlash dated July 22, 2008, the 2005 Securities Offering Reform rules contain a “sunset” provision under which several common types of shelf registration statements expire three years after their initial ef... more

10/13/08 Motion Picture Industry Benefits Accompany Emergency Economic Stabilization Act of 2008

LawFlash/Client Alert | Business and Finance LawFlash
Richard Petretti

You no doubt already are aware that the Emergency Economic Stabilization Act of 2008 (the Act) was recently signed into law. But you may not be aware that among the “sweeteners” that were added to the bill are a few i... more

10/08/08 Certain Tax Provisions of the Emergency Economic Stabilization Act of 2008 and IRS Guidance Relating to the Economic Crisis

LawFlash/Client Alert | Tax LawFlash
William Zimmerman, Gary Wilcox

H.R. 1424 (the Act), which was signed into law by President Bush on October 3, 2008, contains tax-related provisions that can have significant implications for financial institutions, certain hedge funds, and investment companie... more

10/06/08 International Tax: U.S. Legislative Update

LawFlash/Client Alert | Tax LawFlash
Tax Practice

A number of important provisions impacting international transactions are included in H.R. 1424 (the Bill), which President Bush signed into law on October 3, 2008. The Bill was approved by the Senate on October 1, 2008, and th... more

10/05/08 The Emergency Economic Stabilization Act of 2008: Impact of the Historic New Law

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice

The Emergency Economic Stabilization Act of 2008 (the “Act”) was signed into law by President Bush on October 3, 2008. Passage of the Act was the result of intense debate in both the U.S. Senate and the U.S. House o... more

October 2008 SEC Interpretive Guidance on Web Site Disclosure, Insights: The Corporate and Securities Law Advisor, Vol. 22, No. 10

Outside Publication | Article
Justin Chairman, Alan Singer

09/30/08 Financial Assistance Regime in the UK Repealed for Private Companies

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice

On 1 October 2008, the Companies Act prohibition under English law on the giving of financial assistance by a private company for the acquisition of its shares will be repealed. Section 151 of the Companies Act 1985 prohibit... more

09/24/08 Infrastructure Investments Webinar

Presentation | Webinar
Georgette Schaefer, Richard Zarin, Louis Singer, Jonathan Morris

08/20/08 Final Instructions to 2008 Form 990 Unveiled by IRS

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice

On August 19, the Internal Revenue Service (IRS) released final instructions to the redesigned Form 990, the information return filed by public charities and other tax-exempt organizations. The final instructions are of immedia... more

Summer 2008 'When the Hurlyburly's Done,' Bank Insurance & Securities Marketing

Outside Publication | Article
Kathleen Collins

Summer 2008 Morgan Lewis on Restructuring, Summer 2008

Newsletter | Morgan Lewis on Restructuring
Annie Wells, Andrew Gottfried

In this issue: American Home Mortgage: A Different View of Servicing Rights Delaware Chancery Court Rules the Automatic Stay Does Not Bar Shareholder Meeting Recent Noteworthy Decisions For the full story, pl... more

07/22/08 Expiration of Shelf Registration Statements to Commence December 1, 2008

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice

The Securities Offering Reform rules, which became effective December 1, 2005, contain a “sunset” provision under which several common types of shelf registration statements expire three years after their initial effective date ... more

07/08/08 FSA Proposes Extension of UK Major Shareholder Notification Requirements to Equity Contracts for Differences (Including Equity Swaps and Other Equity Derivatives)

LawFlash/Client Alert | Securities Industry FYI
P. Georgia Bullitt, Robert Mendelson

In the light of responses to its 2007 consultation paper on the disclosure of Contracts for Differences (CP07/20), the United Kingdom’s Financial Services Authority (FSA) has decided to implement a general disclosure regi... more

06/26/08 Investing in Infrastructure Assets, presented at The National Association of Public Pension Attorneys Annual Conference, Boston

Presentation | Speech
Georgette Schaefer

06/19/08 New UK Disclosure Regime for Short Positions in Companies Undertaking Rights Issues

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance Practice

On 13 June, the Financial Services Authority (FSA) in the UK announced the introduction of new provisions in its Code of Market Conduct which will require the disclosure of “significant” short positions in stocks of... more

05/19/08 Open Your Wallet—The Institutional Investor View on Private Equity, presented at the Annual Meeting of the Association of Life Insurance Counsel, Hot Springs, West Virginia

Presentation | Speech
Louis Singer

May 2008 An Overview of Climate Change Law

Morgan Lewis Title | White Paper
Litigation Practice

Climate change issues are generating one of the most rapidly changing and critically important components of environmental law. Most of the developments discussed in this overview have occurred in the last several years. This p... more

04/25/08 New Rules on Foreign Investment in the United States: Treasury Department Issues Proposed CFIUS Regulations

LawFlash/Client Alert | International Alert

On April 23, the U.S. Treasury Department published long-awaited proposed regulations that clarify the regulatory-review process for transactions where a foreign person acquires control of U.S. national security or critical infr... more

April 2008 Amendments Increase Attractiveness of Rule 701

Morgan Lewis Title | White Paper
Business and Finance

The Securities and Exchange Commission has recently adopted two rule amendments that will expand the ability of foreign private issuers that are not U.S. reporting companies to provide stock-based compensation to their U.S. emp... more

2008 Emerging Life Sciences Companies Deskbook 2008 (second edition)

Morgan Lewis Title | Deskbook
Emerging Growth & Life Sciences Groups

Request a copy of the deskbook here. more

04/09/08 IRS Releases Long-Awaited Instructions to Revised 2008 Form 990

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice

On April 7, the Internal Revenue Service (IRS) released draft instructions to the redesigned Form 990, the information return filed by public charities and other tax-exempt organizations. The redesigned Form 990 was released in... more

04/07/08 Companies Act 2006: Private Companies No Longer Required to Have a Company Secretary

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance

The Companies Act 2006, which partly consolidates and partly revises English company law, is being implemented in a number of stages. As part of the latest implementation, which became effective on 6 April 2008, some (but not a... more

04/03/08 Execution of Documents by English Companies

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance

The Companies Act 2006, which partly consolidates and partly revises English company law, is being implemented in a number of stages. As part of the latest implementation, which becomes effective on 6 April 2008, the law govern... more

03/10/08 Current Terms in Private Equity Funds, presented at the International Bar Association's Annual Conference on Private Investment Funds, London

Presentation | Speech
Louis Singer

03/10/08 SEC Warns Public Pension Funds and Other Unregistered Investment Advisers on Insider Trading

LawFlash/Client Alert | Securities LawFlash
Litigation, Investment Management, and Business and Finance

Last Thursday, the SEC warned public pension funds and other unregistered investment advisers on the need for vigilance and adoption of policies and procedures to address potential insider trading issues. The same topic was rec... more

02/05/08 Opportunities for Growth and Investment in North America, presented at Platts Nuclear Energy Conference, Bethesda, MD

Presentation | Speech
Terrence Dugan

01/31/08 Morgan Lewis Expands in Texas: New Partners Build Three National Practice Areas

LawFlash/Client Alert | Litigation LawFlash
Litigation

Morgan Lewis is excited to welcome eight lawyers—Litigation partners Paul Krieger , Hugh Tanner , Lucas Elliot , David Levy , Rick Rambo , and Erik Hawes , Litigation of counsel Clay Rogers , and transactional partner Car... more

01/08/08 Financial Services Insight, a Perception Study by Morgan Lewis in Association with Mergermarket

Morgan Lewis Title | Survey
Business and Finance

12/21/07 IRS Releases Revised 2008 Form 990

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice

On December 20, the IRS released a revised version of the Form 990, the information return filed by public charities and other tax-exempt organizations, which will be required for the 2008 tax year (returns filed in 2009). The ... more

December 2007 SEC Approves Amendments to Rule 144

Morgan Lewis Title | White Paper
Business and Finance

On November 15, 2007 , the Securities and Exchange Commission (SEC) approved amendments to Rule 144 under the Securities Act of 1933, as amended (the Securities Act), substantially as the amendments were proposed in July. The Fi... more

Fall/Winter 2007 Morgan Lewis on Restructuring, Fall/Winter 2007

Newsletter | Morgan Lewis on Restructuring
Andrew Gottfried, Wendy Walker, Karen Gartenberg, Neil Herman

In this issue: The Enron Enigma: Claims trading at its fuzziest In applying the theory of equitable subordination, the second circuit limits the roles of a creditors committee: In re Applied Theory Corporation... more

December 2007 The Tipping Point: The Hedge Fund Investor's Struggle for Legal Balance, The Investment Lawyer, Vol. 14, No. 12

Outside Publication | Article
Jedd Wider

11/12/07 Outsourcing, presented at a Pennsylvania Bar Institute Seminar, Philadelphia

Presentation | Speech
Michael Pillion, Peter Watt-Morse

November 2007 How Hedge Funds Can Profit from the Next Wave of Restructurings

Morgan Lewis Title | White Paper
Bankruptcy/Restructuring

The markets remain at a historically low level of corporate defaults, with a resulting lack of sizeable out-of-court restructurings and Chapter 11 proceedings. However, we are unconvinced that the laws of economic gravity have ... more

11/02/07 Responding to a Corporate Crisis, presented to the Florida Directors' Institute, Tampa, FL

Presentation | Speech
Christian Bartholomew

November 2007 At the Crossroads: The Intersection of the Federal Securities Laws and the Bankruptcy Code, The Business Lawyer, Vol. 63, No. 1

Outside Publication | Article
Wendy Walker

10/22/07 Panel on the Nonprofit Sector Issues Final Report on Best Governance Practices

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice

The Panel on the Nonprofit Sector (the Panel) recently released Principles for Good Governance and Ethical Practice: A Guide for Charities and Foundations (the Guide ), the culmination of a process to identify and disseminate... more

10/15/07 SEC Review of Executive Compensation Disclosures

LawFlash/Client Alert | Securities LawFlash
Business and Finance

In 2006, the Securities and Exchange Commission (SEC) adopted broad reforms to the disclosure rules regarding executive compensation. The new rules resulted in significant changes in the manner in which public companies prepare... more

10/12/07 New UK Companies Act: Companies Act 2006—Provisions Introduced on October 1, 2007

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance

On October 1, 2007, additional sections of the UK Companies Act 2006 (the 2006 Act) came into force, introducing changes to the previous UK company law regime in a number of areas. The results of these changes include the follo... more

09/17/07 Introduction to Renewable Project Development, presented at the 2007 Renewable Power Project Finance Tutorial, San Diego

Presentation | Speech
Wayne Song

August 2007 The London Review, Mergers & Acquisitions Magazine

Outside Publication | Article
Keith Black

August 2007 The Advent of E-Proxy, Insights, Vol. 21, No. 8

Outside Publication | Article
Alan Singer

07/31/07 Office of Foreign Assets Control Reviews Activities of Nonprofit Organizations in Sanctioned Countries

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice

Nonprofit organizations that engage in international activities need to understand the role of the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) in administering and enforcing U.S. embargoes that pr... more

06/18/07 IRS Releases Dramatically Redesigned Form 990 for Public Comment

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice

On June 14, the IRS released a substantially revised draft Form 990, Return for Exempt Organizations, which will likely be the basis for the Form 990 used by organizations beginning with the 2008 tax year (that is, for returns f... more

06/08/07 Lien to the Right: Current Issues in Second Lien Financing, presented at the Association of Insolvency and Restructuring Advisors 23rd Annual Conference, Chicago

Presentation | Speech
Wendy Walker

05/24/07 SEC Proposes Several Significant Changes to Offering and Reporting Rules

LawFlash/Client Alert | Business and Finance LawFlash
Justin Chairman, Stephen Farrell, David Sirignano, Howard Kenny

At its public meeting on May 23, 2007, the Securities and Exchange Commission announced several far-reaching proposals that, if adopted , would simplify private placements and resales of unregistered securities, make short-form ... more

05/17/07 IRS Releases Guidance on Public Disclosure of Form 990-T

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice

On May 9, the IRS issued Notice 2007-45, which provides interim guidance on the new Form 990-T public disclosure requirement enacted as part of the Pension Protection Act of 2006 (PPA). Pursuant to the PPA, Forms 990-T filed by... more

05/05/07 Biotech and Pharma Partnering: Current Trends in Global Deals, presented at the Sino-American Pharmaceutical Professionals Association 2007 Annual Conference, Philadelphia

Presentation | Speech
Randall Sunberg

May 2007 Bringing a Drug to Market in the EU Using the New Decentralised Procedure, Euralex

Outside Publication | Article
Anthony Warnock-Smith

May 2007 MiFID—and Its Effect Upon Outsourcing

LawFlash/Client Alert | Business and Finance LawFlash

04/27/07 IRS Expands Scrutiny of Businesses Making Payments to Nonresident Aliens and Foreign Entities

LawFlash/Client Alert | Tax LawFlash
Tax

Officials from the Internal Revenue Service (IRS) have disclosed that the IRS is expanding the scope of its withholding and reporting agent compliance initiative beyond the financial services industry and will soon target numero... more

04/23/07 Outsourcing: Recent Trends and Key Points for Building Successful Outsourcing Relationships, presented at the Pennsylvania Bar Institute's 11th Annual Internet Law Update, Philadelphia

Presentation | Speech
Michael Pillion

04/23/07 Security Breaches and Identity Theft, presented at the Pennsylvania Bar Institute's 11th Annual Internet Law Update, Philadelphia

Presentation | Speech
Frederic Wilf

04/19/07 Trying Cases In The Electronic Age, presented at the 2007 Tax Court Judicial Conference, Williamsburg, VA

Presentation | Speech
William Colgin, Jr.

04/17/07 IP Issues with the Internet, presented to the Pennsylvania Bar Institute's Intellectual Property Law Institute, Philadelphia

Presentation | Speech
Frederic Wilf

04/13/07 Treasury and IRS Release Long-Awaited Final Regulations on Deferred Compensation Under Code Section 409A

LawFlash/Client Alert | Employee Benefits LawFlash
Employee Benefits

On April 10, 2007, the Treasury Department and the IRS issued final regulations relating to nonqualified deferred compensation plans under section 409A of the Internal Revenue Code. Section 409A imposes restrictions on deferral... more

Spring 2007 Relief from Gift Restrictions: Cy Pres and Deviation, Art Law Clinic Newsletter, Vol. 2, No. 1

Outside Publication | Article
Frances Babb

03/15/07 Who Can Sue the Museum: The Evolving Doctrine of Legal Standing, presented at the ALI-ABA Legal Issues in Museum Administration, Philadelphia

Presentation | Speech
Frances Babb

03/14/07 Unique Challenges in Private Versus Public Life Sciences M&A, presented to the American Conference Institute, New York

Presentation | Speech
Randall Sunberg

March 2007 IRS Provides Interim Guidance on New Tax Shelter Rules for Exempt Organizations (co-authored with Drew Porter), Practical US/Domestic Tax Strategies

Outside Publication | Article
Wendy Unglaub

03/01/07 IRS Releases Executive Compensation Report and Nonprofit Panel Requests Public Comment on Self-Governing Principles

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice

Today, the IRS released a report describing the results of its Exempt Organizations Executive Compensation Compliance Project. According to the report, a significant portion of the organizations contacted had provided insu... more

March 2007 The State of Play in Variable Annuities: Revisiting Best Supervisory and Control Practices, BISA

Outside Publication | Article
E. Andrew Southerling, John Hartigan

02/16/07 US Tax Court: Mock Trial of International Tax Case (Foreign Documents, Tax Returns and Internationally Exchanged Information as Evidence), presented at the University of San Diego School of Law and the Procopio International Tax Institute's 2007 International Update: U.S.-Mexico, Canada Cross-Border Tax Issues Conference, San Diego

Presentation | Speech
William Colgin, Jr.

02/14/07 IRS Provides Interim Guidance on New Tax Shelter Rules for Exempt Organizations

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice

On February 7, the IRS released Notice 2007-18, providing interim guidance on the scope of new tax shelter reporting and penalty rules enacted by the Tax Increase Prevention and Reconciliation Act of 2005 (TIPRA). TIPRA created ... more

02/07/07 IRS Continues Focus on the Governance Practices of Charities and Requests Comments on Donor-Advised Funds and Supporting Organizations

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice

The IRS has joined the public debate regarding the specific governance practices of charitable organizations with the release on February 2, 2007 of its paper titled “Good Governance Practices For 501(c)(3) Organizations.&... more

01/20/07 Do You Know Where Your Stock Plan Is? A Compliance Review For Stock Plans, presented at the ABA Section of Taxation's 2007 Midyear Meeting, Hollywood, FL

Presentation | Speech
William Colgin, Jr.

January 2007 Morgan Lewis on Media: January 2007

Newsletter | Morgan Lewis on Media
Media Interdisciplinary Group

01/08/07 Obligations for UK Companies to Disclose Corporate Details Extended to Websites and Electronic Communications

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance

On December 22, 2006, the UK Government published The Companies (Registrar, Languages and Trading Disclosures) Regulations 2006. Under the Regulations, from January 1, 2007, existing and new companies formed and registered in t... more

01/08/07 SEC Issues Final Rules Providing Smaller and Newly Public Companies Additional Time to Comply with Section 404

LawFlash/Client Alert | Business and Finance LawFlash
Stephen Farrell, David Sirignano, Howard Kenny

In December 2006, the Securities and Exchange Commission (SEC) approved extensions of some of the scheduled compliance dates for Section 404 of the Sarbanes-Oxley Act of 2002. The final action conforms to the proposed extension... more

3 January 2007 Les ombres portées de l'attribution gratuite d'actions au bénéfice des salariés, Revue de Droit Bancaire et Financier

Outside Publication | Article
Olivier Edwards

12/21/06 Update on IRS Guidance for Exempt Organizations Affected by the Pension Protection Act of 2006

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice

On August 17, 2006, President Bush signed into law the Pension Protection Act of 2006 (PPA), which included several charitable giving incentives and numerous reforms primarily affecting charitable organizations and their donors.... more

12/08/06 Final SEC Executive Compensation Disclosure Requirements, presented to the New Jersey Technology Council

Presentation | Speech
Emilio Ragosa

10/04/06 Preparing for 2007: New SEC Rules for Executive Compensation Disclosure, presented at a Morgan Lewis Seminar, Palo Alto

Presentation | Speech
Zaitun Poonja, Scott Karchmer, Heather Brookfield

09/28/06 Creditor Committee Obligations Under 11 U.S.C. 11§1102(b)(3), presented at PBI's Eleventh Annual Bankruptcy Institute, Philadelphia

Presentation | Speech
Michael Bloom

09/12/06 New Tax Shelter Reporting Requirements and Penalties Enacted by Congress

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Celia Roady, William Zimmerman, Gary Wilcox

The Tax Increase Prevention and Reconciliation Act of 2005 (TIPRA), enacted earlier this year, may expose tax-exempt entities and their managers—potentially including outside investment managers—to significant new pe... more

09/11/06 Best Legal Practices for Getting Outsourcing Contracts Right, presented at the IDC Outsourcing Forum Midwest, Chicago

Presentation | Speech
Barbara Melby

2006 The Investment Advisers Act: The Need for Clarity in the Post-Goldstein Era, Journal of Investment Compliance, Vol. 7 No. 4

Outside Publication | Article
Jedd Wider

08/14/06 SEC to Provide Smaller and Newly Public Companies Additional Time to Comply with Section 404

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance

The Securities and Exchange Commission (SEC) issued two releases on August 9, 2006 that will extend some of the scheduled compliance dates for Section 404 of the Sarbanes-Oxley Act of 2002. Section 404 requires public companies... more

08/11/06 Pension Protection Act of 2006 Includes Numerous Charitable Provisions

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Tax-Exempt Organizations Practice

On August 3, 2006, the Senate joined the House of Representatives in passing the Pension Protection Act of 2006 (PPA), which includes many provisions intended to stimulate charitable giving and to discourage perceived tax law ab... more

08/10/06 NASDAQ: Now a National Securities Exchange

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance

On August 1, the NASDAQ Stock Market became a registered national securities exchange? formerly, as a subsidiary of the National Association of Securities Dealers (NASD), it had been operating an inter-dealer quotations system. ... more

08/08/06 Digital Rights Management, presented at the Technology Law Forum, Pennsylvania Bar Institute

Presentation | Speech
Frederic Wilf

08/08/06 Key Contract Issues in Outsourcing Transactions, presented at the Technology Law Forum, Pennsylvania Bar Institute

Presentation | Speech
Michael Pillion

08/08/06 Recent FASB Release Addressing the Accounting Treatment of Uncertain Income Tax Positions Is Likely to Increase the Need for Tax Opinions Supporting Such Positions

LawFlash/Client Alert | Tax LawFlash
Tax

The recent release of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), is likely to result in increased requests by accountants and enterprises preparing financial statements for legal opinions in... more

August 2006 IRS Holds Rental of Hotel-Type Facilities to Prospective Students, Families and Other Campus Visitors to be Substantially Related to Theological School’s Exempt Purposes, The Exempt Organization Tax Review

Outside Publication | Article
Kimberly Eney

07/31/06 SEC Modifies “Katie Couric Clause” to Address Concerns

LawFlash/Client Alert | Business and Finance LawFlash
Media

Our Summer 2006 “Morgan Lewis on Media” newsletter discussed the Securities and Exchange Commission’s proposed executive compensation disclosure rules (To view this newsletter, more

07/19/06 Coltec Industries, Inc. v. United States: Significant Win for United States in Tax Shelter Case Reemphasizes Importance of Careful Tax Planning in Complex Business Transactions

LawFlash/Client Alert | Tax LawFlash
Tax

In a much-anticipated tax shelter–related decision, the Court of Appeals for the Federal Circuit, on July 12, 2006, reversed a taxpayer victory in the Court of Federal Claims holding that the economic substance doctrine does not... more

07/19/06 Legal á la Carte - Outsourcing and Financial Services: Regulatory and Commercial Considerations, New York

Presentation | Speech
Kathleen Collins, John Ayanian

06/19/06 In Securities Deals, Plan for the Regulators: Know the rules and avoid delay. Legal Times

Outside Publication | Article
Beth Kiesewetter, Monica Parry, John Ayanian

06/01/06 "Options Backdating" Issues Heat Up

LawFlash/Client Alert | Employee Benefits LawFlash
Employee Benefits

As you have undoubtedly read recently, The Wall Street Journal and other media have been beating the drum loudly over whether public companies have “backdated” their options grants such that executives have reaped ... more

05/24/06 Tax Controversy Overview: Taxes and Business Strategy Course, presented at the University of Chicago Graduate School of Business, Chicago

Presentation | Speech
William Colgin, Jr.

05/19/06 Next Generation of Contract Terms and Conditions, presented at TPI Sourcing Industry Conference, Dallas

Presentation | Speech
Barbara Melby

05/18/06 International Grantmaking, presented at the 34th Annual Tax Seminar on Private Foundations, Salk Institute, Carlsbad, CA

Presentation | Speech
Celia Roady

05/17/06 What Foundation Managers Need to Know About the Qualifying Distribution Rules, presented at the 34th Annual Tax Seminar on Private Foundations, Salk Institute, Carlsbad, CA

Presentation | Speech
Celia Roady

04/17/06 Creative Financing for Biotech and Pharma Drug Development and Commercialization, presented at the New York Biotechnology Association Annual Meeting

Presentation | Speech
Randall Sunberg

04/12/06 California Protective Claim for Refund of Annual LLC Fee

LawFlash/Client Alert | Tax LawFlash
Tax

In a recent California Superior Court case, Northwest Energetic Services, LLC v. California Franchise Tax Board (Cal. Super. Ct. No. CGC -05-437721? Mar. 3, 2006), the court held that the annual California fee based on the gro... more

04/07/06 Elephants and Donkeys on Campus: Political Campaigns and Colleges and Universities, presented at the National Association of College and Business Attorneys, Washington, D.C.

Presentation | Speech
Celia Roady

04/03/06 Bankruptcy Basics: A Chapter 11 Primer, presented at the University Of Pennsylvania, Wharton School, Snider Entrepreneurial Research Center, Philadelphia

Presentation | Speech
Michael Bloom

02/23/06 Transfer Pricing & Current Developments in U.S. and Mexico, presented at Procopio International Tax Institute, San Diego

Presentation | Speech
William Colgin, Jr.

02/08/06 SEC Executive Compensation Disclosure Proposals: SEC Executive Compensation

Presentation | Webinar
Mims Zabriskie, Thomas Kellerman, Alan Singer

02/02/06 Comments Concerning the Tax Court’s Proposed Interim Rule and Interim Procedures regarding Electronic Filing Pilot Program: Comment Letter to U.S. Tax Court, ABA Section of Taxation

Outside Publication | Article
William Colgin, Jr.

Winter 2006 Morgan Lewis on Restructuring, Winter 2006

Newsletter | Morgan Lewis on Restructuring
Bankruptcy/Restructuring Practice

In this Issue: Non-Debtor Releases in Reorganization Plans- Are they still viable or a thing of the past in the Second Circuit?: Plans of reorganization have increasingly included provisions releasing and permanent... more

January/February 2006 Income Deposit Securities: The Underlying Federal Income Tax and Business Issues, Journal of Corporate Taxation

Outside Publication | Article
Matthew McKim

12/19/05 Option Backdating: What to Do Before the SEC Comes Calling

Presentation | Webinar
S. DiBernardo, Thomas Kellerman, Christian Mixter

December 2005/January 2006 IRS Tests New Arm’s-Length and Cost Sharing Theories in Tax Court, International Tax Review

Outside Publication | Article
William Colgin, Jr.

12/15/05 Privilege Issues in IRS Audits, presented at ATLAS Conference, New York

Presentation | Speech
William Colgin, Jr.

11/07/05 Understanding Xilinx: The Evidence, The Opinion, And Beyond, presented at ATLAS Conference, Houston

Presentation | Speech
William Colgin, Jr.

11/04/05 Understanding Xilinx: The Evidence, The Opinion, And Beyond, presented at the 8th Annual Tax Symposium, Dallas

Presentation | Speech
William Colgin, Jr.

11/02/05 International Tax: Hot Topics In Tax Litigation, presented at the Tax Executive Institute, Orange County, CA

Presentation | Speech
William Colgin, Jr.

10/28/05 IRS Announces Limited-Time Settlement Initiative for Certain "Abusive" Transactions

LawFlash/Client Alert | Tax LawFlash
Tax

On October 27, the Internal Revenue Service (IRS) announced a short-term settlement initiative for taxpayers involved in a broad array of transactions that the IRS deems abusive. Eligible participants in the initiative will hav... more

10/17/05 U.S. Legal Requirements for Korean Issuers, presented at the Global Capital Markets Conference, Seoul, Korea

Presentation | Speech
E. John Park

Fall 2005 Charitable Giving Focus: In-Kind Gifts, Art Law Clinic Newsletter, Vol. 1, No. 1

Outside Publication | Article
Frances Babb

September 2005 Morgan Lewis on Restructuring, September 2005

Newsletter | Morgan Lewis on Restructuring
Menachem Zelmanovitz, Andrew Gottfried, Wendy Walker

In this Issue: Substantive Consolidation: Owens Corning - Third Circuit Severely Restricts Availability of This Extraordinary Remedy: Substantive consolidation is an equitable remedy employed in multi-debtor bankrup... more

09/20/05 How to Integrate Your External and Internal Legal and Consulting Resources, presented at the 2005 Human Resources Outsourcing Conference, Chicago

Presentation | Speech
Barbara Melby

08/17/05 Verstoßen „whistleblower procedures“ von Unternehmen, welche anonyme Anzeigen ermöglichen, gegen französisches oder deutsches Recht?

LawFlash/Client Alert | Business and Finance LawFlash
Business and Finance & Labor and Employment

Unternehmen, deren Anteile an einer Börse in den U.S.A. notiert sind, haben aufgrund des Sarbanes- Oxley-Gesetzes aus dem Jahre 2002 und den darauf beruhenden Bestimmungen der Securities and Exchange Commission („SEC“) sowie der... more

08/10/05 Whistleblower Procedures Inconsistent with French, German Law?

LawFlash/Client Alert | Securities LawFlash
Business and Finance

Under the Sarbanes-Oxley Act of 2002, and related stock exchange and Nasdaq listing standards, the audit committees of public companies have adopted procedures for handling complaints and grievances relating to accounting, inter... more

08/05/05 Securities Offering Reform

Morgan Lewis Title | White Paper
Business and Finance

On June 29, 2005, the Securities and Exchange Commission (SEC) unanimously adopted new rules, substantially in the form they were proposed in November 2004, modifying and significantly enhancing the communication, registration a... more

07/12/05 Contested Areas of the Cost Pool in Qualified Cost Sharing Arrangements, presented at ATLAS Conference, San Francisco

Presentation | Speech
William Colgin, Jr.

June 2005 Morgan Lewis on Restructuring, June 2005

Newsletter | Morgan Lewis on Restructuring
Bankruptcy/Restructuring Practice

In this Issue: Bankruptcy Act of 2005: Impact on Large Chapter 11 Cases: On April 20, 2005, the Bankruptcy Abuse Prevention and Consumer Protection Act (the “Act”) of 2005 was signed by President Bush. M... more

06/08/05 State Legislative Developments Affecting Charitable Organizations

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Celia Roady

The attorneys general in certain states – including New York and Massachusetts – have begun to focus increased scrutiny on the corporate governance and fundraising practices of non-profit organizations, in line with ... more

June 2005 Acquiring US Business: Anticipating Antitrust Filings and Avoiding "Gun Jumping" Risk, American British Business

Outside Publication | Article
Harry Robins, Michael Pedrick

30 mai 2005 La directive «fusions» inapplicable aux opérations purement françaises? Une résistance malvenue, Option Finance, n° 836

Outside Publication | Article
Patrice Lefèvre-Péaron

05/25/05 Outsourcing the HR Function: How to Navigate Through the Human Resources (HRO) Process

Presentation | Webinar
Michael Pillion, Barbara Melby

05/24/05 United States Supreme Court Holds that Criminal Wire Fraud Statute Encompasses Schemes to Violate Foreign Law

LawFlash/Client Alert | Litigation LawFlash
Miriam Fisher, John Hemann

On April 26, 2005, the United States Supreme Court upheld criminal convictions arising from a scheme to avoid taxation by a foreign government. The decision in Pasquantino v. United States , 125 S. Ct. 1766 (2005), expands the... more

05/17/05 E-Filing in the Tax Court, presented at the U.S. Tax Court, Washington, D.C.

Presentation | Speech
William Colgin, Jr.

04/27/05 An Overview of the 2005 Bankruptcy Act

Morgan Lewis Title | White Paper
Wendy Walker

The Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 (the “Act”) has now become law. While the Act principally focuses on consumer and small business1 bankruptcy issues, it also includes significant c... more

04/07/05 April 5 Senate Finance Committee Hearing on Charities and Charitable Giving: Proposals for Reform

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Celia Roady

The Senate Finance Committee held a hearing on April 5, 2005, titled “Charities and Charitable Giving: Proposals for Reform.” According to Finance Committee Chairman Charles Grassley (R-IA), the hearing was intended... more

February 2005 Recent Joint Committee on Taxation Proposals Affecting Exempt Organizations

LawFlash/Client Alert | Tax-Exempt Organizations LawFlash
Celia Roady

On January 27, the Joint Committee on Taxation (“JCT”) released a 430-page report describing proposals to curtail tax shelters, close loopholes, and address other areas of noncompliance. The report, “Options t... more

01/25/05 Government Issues Vital Guidance on Repatriated Foreign Earnings Tax Break

LawFlash/Client Alert | Tax LawFlash
Tax

One of the most important provisions of the American Jobs Creation Act of 2004 that Congress passed last October is an 85% exclusion for certain dividends received by U.S. corporations from controlled foreign corporations. The ... more

01/24/05 Expanding Jurisdiction of U.S. Bankruptcy Courts, New York Law Journal, Vol. 233, No. 15

Outside Publication | Article
Wendy Walker

01/10/05 U.S. Treasury Issues Regulations Affecting Taxes on Cross-Border Mergers

LawFlash/Client Alert | Tax LawFlash
Richard Zarin

Last week, the U.S. Treasury issued proposed regulations that for the first time would allow tax-free treatment for cross-border mergers organized under foreign law. These regulations, if adopted, will put non-U.S. corporations... more

2005 Innovation v. Establishment: An Analysis of the Peer-to-Peer Wars and the Future of the Music Industry, University of California, Davis School of Law's Business Law Journal

Outside Publication | Article
Shokoh Yaghoubi

12/13/04 Current Tax Developments with International Cost Sharing Arrangements, presented at ATLAS Conference, San Francisco

Presentation | Speech
William Colgin, Jr.

11/09/04 Benefits of Pro Bono Representation, Tax LL.M., presented at the Golden Gate University Open House, San Francisco

Presentation | Speech
William Colgin, Jr.

October 2004 Sweeping New Tax Changes Enacted: What Taxpayers and their Advisors Need to Know About the American Jobs Creation Act of 2004

Morgan Lewis Title | White Paper
Gary Wilcox

On October 22, 2004, the President signed into law one of the most significant packages of tax legislation in decades, the American Jobs Creation Act of 2004 (or Jobs Act). With the enactment of this new legislation, a U.S. reg... more

Fall 2004 Morgan Lewis Face to Face: Innovation

Morgan Lewis Title | Morgan Lewis Face to Face
Emerging Business and Technology

— a new Morgan Lewis publication for innovators

09/12/04 Digital Rights Management for the Enterprise, presented at Computerworld's Enterprise Management World Conference, Philadelphia

Presentation | Speech
Frederic Wilf

04/01/04 Arbitration Clauses: Arbitration and Intellectual Property continuing legal education seminar sponsored by the American Arbitration Association

Presentation | Speech
Frederic Wilf

09/08/03 Motion Picture and Television Finance, CLE Presentation

Presentation | Speech
Richard Petretti

09/01/03 Traditional and Alternative Methods to Refinance an ESOP Loan, The ESOP Association, Las Vegas

Presentation | Speech
Scott Adamson

07/17/03 Litigation Update on R&D Cost Sharing Issues, presented at the ATLAS Research & Development Conference, San Francisco

Presentation | Speech
William Colgin, Jr.

07/15/03 Section 482 Litigation Update, presented at ATLAS Conference, San Francisco

Presentation | Speech
William Colgin, Jr.

06/24/03 Motion Picture Financing: Bank Loans and Securitization, presented at the 2003 International Film & Television Finance Summit, New York

Presentation | Speech
Richard Petretti

06/10/03 President Bush's $350 Billion Tax Cut: Analysis and Impact

LawFlash/Client Alert | Tax LawFlash
Tax

On May 28, 2003, President Bush signed into law the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the “Act”). The Act incorporates many of President Bush’s original proposals set forth in the FY 2004 ... more

02/10/03 Treasury Description of the President's Dividend Exclusion Proposal

LawFlash/Client Alert | Tax LawFlash
Tax

This Lawflash summarizes the description of President Bush’s dividend exclusion proposal (the “Proposal”) released by the Treasury Department on January 21, 2003 (the “Treasury Description”) and mod... more

05/10/02 E-Filing: A Report On The Status of E-Filing Initiatives in Courts Across the Country, presented at the ABA Taxation Section Meeting, Washington, D.C.

Presentation | Speech
William Colgin, Jr.

03/20/02 Intermediate U.S. International Tax Planning and Compliance: Managing Foreign Information and Foreign Advisors, presented at the ATLAS Conference, San Francisco

Presentation | Speech
William Colgin, Jr.

January 2002 Ongoing Institutional Due Diligence, presented as an AUTM Startup Business Development Course

Presentation | Speech
Peter Watt-Morse

08/03/01 Narrowing Issues Before the United States Tax Court, presented at the ABA Annual Meeting, Chicago

Presentation | Speech
William Colgin, Jr.

04/03/01 Section 482: Potential Litigation Issues Arising During Exam and Appeals, presented at ATLAS Conference, San Francisco

Presentation | Speech
William Colgin, Jr.

02/16/01 International Tax Litigation Issues, presented at the Los Angeles Chapter Tax Executive Institute, Los Angeles, CA

Presentation | Speech
William Colgin, Jr.

2001 Genetic Transplantation Cloning Federal Legislation: Some Constitutional Issues, Journal of Science and Technology Law

Outside Publication | Article
Fahd Riaz

1997 Rev. Rul. 97-48 and the Revocation of Rev. Rul. 75-7, Tax Notes International

Outside Publication | Chapter
William Colgin, Jr.

November 1996 Tax Exempt Derivatives

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