A Gathering Storm? Antitrust Enforcement in the Agricultural Sector
08/26/2010
First published in Antitrust News & Notes, August 2010
Standing before a crowd of 600 farmers, lobbyists, lawyers, and politicians packed into a theater on the University of Wisconsin campus, U.S. Assistant Attorney General Christine Varney — the woman spearheading the federal government’s reinvigorated antitrust enforcement effort — had a message for the dairy industry.
|
Court Orders the FTC to Provide Discovery About Its Motivations for Subpoena Issuance
08/25/2010
First published in Antitrust News & Notes, August 2010
On July 13, 2010, the magistrate judge presiding over a subpoena enforcement action in the United States District Court for the District of Columbia granted a rarely-approved request for discovery from the Federal Trade Commission (FTC).
|
Global Competition Review's 2010 Texas State Survey
08/24/2010
First published in the Global Competition Review, Vol. 13, Issue 8
Vinson & Elkins is a prime example of firms that have spread far beyond Texas’s borders.
|
Issues in Marketing Production of Oil, Gas, and Other Energy Commodities
08/23/2010
Presented at the Ernest E. Smith Oil, Gas & Mineral Law Fundamentals, April 8, 2010
The Uniform Commercial Code (UCC) is a collection of recommended, standardized state laws covering various issues that arise during commercial transactions, including sales contracts, leases, negotiable instruments, letters of credit, and secured transactions.
|
The FCPA Anti-Corruption Compliance — Why It Matters to Chinese Companies
08/23/2010
First published in China Dealmaker, August 2010
First enacted in 1977 and amended since then, the U.S. Foreign Corrupt Practices Act (the "FCPA") is aimed at combating international government bribery.
|
Attorneys’ Fee Awards in Patent Litigation
08/20/2010
Presented at the V&E Continuing Legal Education Program, August 9, 2010
Survey current law and practice under 35 U.S.C. Section 285, the "exceptional case" fee-shifting statute applicable to suits under the patent laws.
|
Indirect Purchaser Class Action Update: California Supreme Court Limits Applicability of the “Passing On” Defense
08/20/2010
First published in Antitrust News & Notes, August 2010
In an opinion that highlights the complexity of the modern antitrust landscape, the California Supreme Court recently held that defendants in an antitrust dispute brought under California’s Cartwright Act cannot argue that the indirect purchaser plaintiffs merely “passed on” any alleged overcharges and, thus, were not injured by the defendants’ alleged conspiracy.
|
Expanded Disclosure Requirements for Oil, Gas, and Mining Companies
08/19/2010
V&E Financial Reform Update E-communication, August 19, 2010
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), passed by Congress on July 15, 2010, and signed into law by President Obama on July 21, 2010, significantly expands SEC disclosures for oil, gas, and mining companies relating to payments to foreign governments and the United States federal government and, for mining companies, mine safety violations and actions.
|
IRS Worker Classification and Executive Compensation Audits
08/18/2010
V&E Federal Income Tax and Executive Compensation E-communication, August 18, 2010
The Internal Revenue Service (IRS) has announced that at least 6,000 companies will be audited as part of a compliance initiative focusing on the proper classification of workers as employees or independent contractors and/or the company’s executive compensation practices.
|
Anti-Corruption Team: Liability Checklist
08/17/2010
In today’s regulatory environment, international investors face an ever-increasing web of rules and regulations concerning compliance with worldwide anti-corruption and anti-bribery laws and legislation. Are you doing enough to ensure that you are protected?
|
Biologics Price Competition and Innovation Act of 2009
08/13/2010
Presented at the V&E Continuing Legal Education Program, May 10, 2010
In 2009, Congress passed legislation relating to FDA approval of generic biologics as a rider on the Health Care Bill.
|
Treatment of Greenhouse Gases Under the Clean Air Act
08/13/2010
First published by LexisNexis Global Climate Change Special Pamphlet Series (Pub. 1595)
This pamphlet discusses what each branch of government has had to say on the treatment of greenhouse gases under the CAA, starting with Congress, followed by the judiciary, and finally the executive branch.
|
Bilski: The Good, the Bad, and the Unclear
08/12/2010
Presented at the V&E Continuing Legal Education Program, July 12, 2010
Learn more about the law of patentable subject matter in light of the United States Supreme Court's In re Bilski decision, which confirms the machine-transformation test as a test for patentable subject matter under 35 U.S.C.
|
Get Prepared for Dodd-Frank
08/04/2010
V&E Securities Litigation and Enforcement E-communication, August 4, 2010
The new Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act” or the “Act”) will have significant consequences for public companies across every industry.
|
Antitrust News & Notes
08/03/2010
August 2010
|
Coming into Force — UK Bribery Act 2010 Delayed
08/03/2010
V&E Foreign Corrupt Practices Act Communication, August 3, 2010
The long awaited UK Bribery Act 2010 (which serves to overhaul and consolidate the previous UK offenses and legislation in this area) will have to be waited for slightly longer than expected.
|
Restructuring Islamic Finance Transactions in the Middle East: A New Frontier for Practitioners
08/03/2010
First published in Islamic Finance News, July 28, 2010
The idea that Islamic finance instruments somehow offered protection from the wider global financial crisis has generally proven to be false.
|
SEC Changes to Rule 15c2-12 Require Expanded Continuing Disclosure Agreements Beginning December 1, 2010
07/28/2010
V&E Public Finance E-communication, July 28, 2010
On May 26, 2010, the Securities and Exchange Commission (“SEC”) adopted final amendments (the “Rule Amendments”) expanding the requirements of Securities and Exchange Act Rule 15c2-12 (the “Rule”) and providing interpretative guidance on the application of the antifraud provisions of the federal securities laws to brokers, dealers, and municipal securities dealers who offer, buy, and sell municipal bonds in the municipal bond market (“municipal dealers”).
|
U.S. Government Will Grant Licenses for Companies Providing Oil Spill Prevention and Containment Support Services to Companies Operating in Cuba
07/28/2010
V&E Export Controls and Economic Sanctions E-communication, July 28, 2010
The U.S. Government has announced that it will license U.S. companies “to provide oil spill prevention and containment support to companies operating in Cuba.”
|
Securities Litigation Insights
07/27/2010
Issue 3, Summer 2010
Securities Litigation Insights is a quarterly report concerning recent developments, issues, and matters of interest in securities litigation and regulation.
|
U.S. EPA Expands GHG Reporting Rule to Include Underground Coal Mines and Industrial Waste Landfills
07/21/2010
V&E Climate Change E-communication, July 21, 2010
In a final rule published on July 12, 2010, the U.S. Environmental Protection Agency (EPA) expanded its Mandatory Greenhouse Gas Reporting Rule (MRR) to include underground coal mines and industrial waste landfills, among other source categories.
|
Litigation News, Summer 2010
07/19/2010
In this issue: Former DOJ Criminal Division Chief Rita Glavin Joins Vinson & Elkins, Attack of the False Marking Trolls, and more.
|
Anticipating the Impact of Historic Financial Reform
07/16/2010
V&E Legal Update E-communication, July 16, 2010
The United States Senate and House of Representatives approved the Conference Report to HR 4173 (The Dodd-Frank Wall Street Reform and Consumer Protection Act) on July 15, 2010, and June 30, 2010, respectively.
|
Federal Court Holds That Parties Working Under a CERCLA Consent Decree Are Limited to a Section 113 Contribution Action
07/15/2010
V&E Environmental Law Update E-communication, July 15, 2010
On July 2, 2010, Magistrate Judge Greene of the Northern District of Alabama issued an order dismissing the CERCLA Section 107 claims asserted by the successors to the former Monsanto Corporation, Solutia, Inc., and Pharmacia Corp., in connection with their ongoing cleanup of PCBs and other hazardous substances in Anniston, Alabama.
|
The Regulatory Aspects of Outbound Investment by Chinese Companies
07/15/2010
First published in China Dealmaker, June 2010
While the prospect of outbound investment becomes more positive, companies should not overlook the complexity in successfully concluding an outbound investment. The key factors in every M&A transaction, such as adequate due diligence, management integration, labor and contract management, intellectual property rights, and corporate governance all become more complex in a cross-cultural context.
|
Vinson & Elkins Briefing — Second Quarter 2010 Labor and Employment Law Developments
07/12/2010
V&E Labor and Employment Law E-communication, July 12, 2010
The second quarter of 2010 is notable for several United States Supreme Court decisions involving disparate impact, employee benefits, arbitration, labor relations and privacy rights, as well as proposed legislative reform on employee classification and immigration, and the U.S. Department of Labor's new regulatory and enforcement strategy.
|
Recent Developments in Media, Privacy, and Defamation Law
07/09/2010
First published in the ABA's Tort Trial & Insurance Practice Law Journal, Winter 2010
(Vol. 45, No. 2)
Such a rare opportunity — for judicial sarcasm — prefaced the First Circuit’s serious discussion of actual malice principles “in the context of a consistently irreverent (and to many, insensitive) morning television show.”
|
Muni Dealer Rules Tightened to Improve Issuer Disclosure
07/07/2010
First published in Securities Regulation and Law Report, 42 SRLR 1296, July 5, 2010
Federal regulators have approved proposals made almost a year ago to tighten the requirements on brokers, dealers, and municipal securities dealers who offer, buy and sell municipal bonds in the municipal bond market (municipal dealers) with the goal of producing more timely information by issuers of municipal securities.
|
No “Bribe” Too Small: Recent FCPA Enforcement Action Demonstrates Enforcement Authorities' Low Threshold for Taking Action
07/07/2010
V&E Government Investigations and White Collar Criminal Defense E-communication, July 7, 2010
Over the past several years, enforcement authorities have brought enforcement actions netting hundreds of millions of dollars in fines and penalties for violations of the U.S. Foreign Corrupt Practices Act (FCPA).
|
Department of State to Mandate Electronic Submission of Agreements, Amendments, and Proviso Reconsiderations Required by the International Traffic in Arms Regulations
07/06/2010
V&E Export Controls and Economic Sanctions E-communication, July 6, 2010
Beginning September 1, 2010, the Department of State, Directorate of Defense Trade Controls (DDTC) will no longer accept paper submissions of agreements, amendments, and proviso reconsiderations.
|
HIPAA Headlines, Issue No. HH169
07/02/2010
|
New Iran Sanctions Force Foreign Companies to Choose Between Doing Business with the U.S. or Iran
07/02/2010
V&E Export Controls and Economic Sanctions E-communication, July 2, 2010
On July 1, 2010, the President signed into law the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 (the “Act”).
|
SEC Issues New “Pay-to-Play” Rules
07/02/2010
V&E Securities Litigation and Enforcement E-communication, July 2, 2010
Yesterday, the U.S. Securities and Exchange Commission (SEC) published its new rules to curb the abuses of “pay-to-play” practices involving investment advisers who manage assets of government entities — most often, state or municipal public pension funds.
|
Mobil v. Venezuela Decision Advises Early Treaty Planning
06/30/2010
V&E International Dispute Resolution E-communication, June 30, 2010
An ICSID arbitration tribunal recently issued a decision in Mobil Corporation, Venezuela Holdings, B.V., et al. v. Bolivarian Republic of Venezuela endorsing ExxonMobil’s restructuring of its investments in Venezuela as a “perfectly acceptable” way for a foreign investor like ExxonMobil to access all of the protections of a favorable investment treaty.
|
Upping the Ante for Whistleblowers: New Regulatory Reform Act Incentivizes Whistleblowers to Disclose Potential Violations of the Foreign Corrupt Practices Act to the Government
06/28/2010
V&E Government Investigations and White Collar Criminal Defense E-communication,
June 28, 2010
Among its sweeping regulatory reforms aimed at the financial industry, a little-noticed provision of the Restoring American Financial Stability Act of 2010 (the "Act") likely will have a substantial impact on public companies subject to the U.S. Foreign Corrupt Practices Act (FCPA) by incentivizing “whistleblowers” who provide original information to the Securities and Exchange Commission (SEC) with a bounty in the event the SEC later recovers damages or penalties from the companies.
|
Supreme Court Narrows Honest Services Fraud Statute
06/24/2010
V&E Government Investigations and White Collar Criminal Defense E-communication,
June 24, 2010
Siding with convicted former Enron CEO Jeffrey Skilling, a majority of the United States Supreme Court today cut sharply back on the scope of a federal fraud law that has been a favorite tool of prosecutors for many years, the so-called “honest services fraud” statute, 18 U.S.C. § 1346.
|
Federal Trade Commission and the Department of Justice Issue Revised Horizontal Merger Guidelines for Public Comment
06/23/2010
First published in Antitrust News & Notes, May 2010
On April 20, 2010, the Department of Justice and the Federal Trade Commission (collectively the “Agencies”) jointly issued revised horizontal merger guidelines (the “Proposed Guidelines”) for public comment.
|
Supreme Court Subjects the NFL and Other Joint Ventures to Sherman Act Scrutiny
06/22/2010
First published in Antitrust News & Notes, May 2010
On Monday, the United States Supreme Court for the first time in nearly 20 years found in favor of a private plaintiff in an antitrust appeal.
|
CFIUS Review: What Foreign Acquisitions Pose National Security Concerns?
06/10/2010
First published in the ABA's The International Lawyer, Spring 2010 (Vol. 44, No. 1)
The Committee on Foreign Investment in the United States (CFIUS or the Committee) reviews mergers and acquisitions to identify and address any national security risks.
|
Material Adverse Change (MAC) Clauses in M&A Transactions
06/10/2010
First published in The China Dealmaker, June 2010
For more than a decade, China has been a popular destination of foreign mergers and acquisitions (M&A).
|
Non-compete Agreements with Employees
06/09/2010
First published by Practical Law Company on its Law Department web service
This article gives a broad overview of non-compete agreements between employers and employees.
|
V&E Comments on IRS Proposal to Require Certain Business Taxpayers to Disclose Their Uncertain Tax Positions
06/07/2010
V&E Federal Income Tax Communication, June 7, 2010
In comments submitted to the IRS, Vinson & Elkins lawyers strongly suggest that the IRS proceed cautiously in light of the potential impact on audits and litigation of disclosure of uncertain tax positions.
|
HIPAA Headlines, Issue No. HH168
06/04/2010
|
Best Practices for Transferring U.S. Employees Overseas
06/03/2010
First published by Practical Law Company on its Law Department web service
U.S. employers often assign their U.S.-based employees to work in their overseas operations as “expatriates.”
|
Impact of New Russian Law on Limited Liability Companies in M&A Transactions Where the Target Is a Russian LLC
06/01/2010
First published in Executive View’s Mergers, Acquisitions & Joint Ventures (Digital Guide), May 2010
A Limited Liability Company (LLC) is an often used form of Russian legal entity. In 2009, the Federal Law “On Limited Liability Companies” (LLC Law) was significantly changed, with the majority of amendments coming into force on 1 July 2009.
|
Shareholders’ Agreements in Russian Corporate Law
06/01/2010
First published in Executive View’s Mergers, Acquisitions & Joint Ventures (Digital Guide), May 2010
Until 2009, the evolving Russian corporate legislation failed to explicitly recognise one of the most popular instruments utilised by direct foreign investors – agreements among shareholders.
|
Antitrust News & Notes
05/26/2010
May 2010
|
V&E’s Guide to the American Power Act
05/26/2010
V&E Climate Change E-communication, May 26, 2010
This guide provides an overview of the nearly 1,000-page energy and climate change policy bill introduced by Senators Kerry and Lieberman on May 12, 2010.
|
Qualifying Therapeutic Discovery Project Credit
05/25/2010
V&E Tax Communication, May 25, 2010
On May 21, 2010, the Internal Revenue Service (the “IRS”) issued Notice 2010-45 (the “Notice”) providing guidelines for small and mid-size biotechnology and life science companies to apply for a portion of the Qualifying Therapeutic Discovery Project tax credit (the “Credit”).
|
What Not to Do When Choosing an Expert for Your International Arbitration
05/11/2010
First published in ABA Section of Litigation, 2010 Annual Review
Although the "battle of experts" is sometimes decried as part of the "Americanization" of international arbitration, adversarial presentation of expert testimony is a longtime fixture in those international forums.
|
EPA Proposes to Regulate Coal Combustion Residuals
05/10/2010
V&E Environmental Law Update E-communication, May 10, 2010
On May 4, 2010, EPA proposed alternate approaches to regulate for the first time the disposal and use of coal combustion residuals (CCRs), commonly known as coal ash, which are the combustion wastes generated by coal-fired power plants.
|
Senior Officers of SEC's Division of Enforcement Discuss the SEC's New Direction
05/10/2010
V&E Securities Litigation and Enforcement E-communication, May 10, 2010
On May 7, 2010, senior officers of the SEC's Division of Enforcement addressed attendees at SIFMA Compliance and Legal Society's annual seminar in Washington, DC.
|
Chemical Safety Board Urges Oil and Gas Production Companies to Secure Tank Sites
04/29/2010
V&E Environmental Law Update E-communication, April 29, 2010
The United States Chemical Safety and Hazard Investigation Board (CSB) has taken recent action to call attention to a hazard it identified associated with oil and gas production sites.
|
Implications of Rating Agency Recalibrations of Municipal Securities Ratings
04/29/2010
V&E Public Finance E-communication, April 29, 2010
“Rating changes” is one of the 11 events, if material, required to be disclosed under continuing disclosure agreements (Continuing Disclosure Agreements) entered into under Securities Exchange Act Rule 15c2-12 (the “Rule”).
|
Supreme Court Strikes Down Arbitrators’ Decision Allowing Class Action Arbitration
04/28/2010
V&E International Dispute Resolution E-communication, April 28, 2010
In an important decision for domestic and international arbitrations, the United States Supreme Court issued a ruling on April 27, 2010, striking down an arbitration panel’s decision that allowed an arbitration to proceed as a class action where the contract was silent on the issue.
|
Sukuk-Backed Financings of Energy Projects
04/23/2010
Presented at the Islamic Finance Forum 2010, January 28, 2010
UK Trade & Investment at the British Consulate-General Houston hosted the "Alternative Funding Opportunities in the UK: Islamic Finance Forum" on January 28, 2010.
|
False Claims Act: Certain General Releases Are Enforceable
04/12/2010
V&E False Claims Act Update E-communication, April 12, 2010
Contrary to the conventional wisdom that prospective releases of claims under the False Claims Act are not enforceable, the Fourth Circuit recently held that an employee’s general release of claims against his employer barred his qui tam case.
|
Health Care Reform Modifies Community Benefit Standard
04/08/2010
V&E Tax-Exempt Organizations and Finance E-communication, April 8, 2010
On March 23, 2010, President Obama signed into law the Patient Protection and Affordable Care Act.
|
Health Insurance Companies May Lose Federal Antitrust Exemption
04/08/2010
First published in Antitrust News & Notes, March 2010
On February 24, 2010, the U.S. House of Representatives overwhelmingly passed, in a 406-19 vote, H.R. 4626 — The Health Insurance Industry Fair Competition Act — repealing portions of the federal antitrust exemption contained in the McCarran-Ferguson Act (15 U.S.C. §§ 1012 et seq.).
|
Vinson & Elkins Briefing — First Quarter 2010 Labor and Employment Law Developments
04/08/2010
V&E Labor and Employment Law E-communication, April 8, 2010
There have been many interesting labor and employment developments during the first three months of 2010, most of which are designed to afford employees greater protections.
|
Thresholds Lowered Under the HSR Act
04/07/2010
First published in Antitrust News & Notes, March 2010
Once a year, the Federal Trade Commission adjusts Hart Scott-Rodino (HSR) filing thresholds based on changes in the GNP.
|
Geographic Market: Watch the Buyer
04/06/2010
First published in Antitrust News & Notes, March 2010
In two recent decisions, the Third and Fifth Circuit Courts of Appeals dismissed antitrust claims (at least in part) because the plaintiffs improperly defined the geographic market by the area where a seller peddles its product rather than the area where potential purchasers look to procure the relevant product.
|
Texas Supreme Court to Hear Argument on the Meaning of “Public Interest” in the Context of Injection Well Permitting
04/06/2010
V&E Environmental Law Update E-communication, April 6, 2010
In a precedent setting case in 2007, the Third Court of Appeals in Austin held that, in making the public interest finding associated with an injection well permit, the Railroad Commission was required to consider the effects of increased truck traffic, even though the relevant statutory provision says nothing about having to specifically consider truck traffic.
|
HIPAA Headlines, Issue No. HH166
04/02/2010
|
District Courts Consider Whether to Extend Twombly to Affirmative Defenses
04/01/2010
First published in Antitrust News & Notes, March 2010
The Supreme Court raised the bar for federal-court plaintiffs in 2007’s Bell Atlantic Corp. v. Twombly by clarifying the standard for deciding motions to dismiss for failure to state a claim.
|
The Justice Department Concludes That the Submission of Material and Ordinary Course Contracts Violates the HSR Act
03/31/2010
First published in Antitrust News & Notes, March 2010
On January 21, 2010, the Department of Justice (DOJ) alleged that Smithfield Foods, Inc. and Premium Standard Farms, LLC violated the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) in connection with Smithfield’s acquisition of Premium Standard.
|
New Medicare Tax on Unearned Income of Individual Investors in MLPs
03/30/2010
V&E MLP Client Update E-communication, March 30, 2010
On March 30, 2010, the President signed into law the Health Care and Education Reconciliation Act of 2010. This legislation imposes a new Medicare contribution tax on unearned income that will affect individual taxpayers, including holders of MLP units, beginning in 2013.
|
The Trials of Brian Robison: How One Little Girl Taught a Good Lawyer to Be a Great Man
03/30/2010
First published in Texas Rising Stars 2010, April 2010
In April 2005, Brian Robison was in the middle of preparing a major witness for a deposition in a huge international arbitration for one of the world’s largest manufacturers when his secretary asked him to step outside the conference room.
|
EPA Proposes Additional Rules on Reporting of Greenhouse Gas Emissions from the Oil and Gas Sector
03/29/2010
V&E Environmental Law Update E-communication, March 29, 2010
On March 22, 2010, the U.S. Environmental Protection Agency (EPA) announced several proposed modifications to its Mandatory Greenhouse Gas Reporting Rule (MRR) that target owners and operators of petroleum and natural gas facilities in the United States.
|
OSHA/MSHA Update — Enforcement on the Rise
03/29/2010
V&E Labor and Employment Law E-Communication, March 29, 2010
The American Bar Association held its annual Occupational Safety and Health Committee meeting this month.
|
Antitrust News & Notes
03/26/2010
March 2010
|
Government Auditor as Relator Under the False Claims Act: Dr. Jekyll One Day, Mr. Hyde the Next
03/23/2010
Originally published at the 7th Annual Energy Litigation Conference of the Institute for Energy Law, October 2008
The False Claims Act allows private individuals to assert fraud claims on behalf of the United States and, under certain circumstances, share in the federal government's recovery.
|
Prominent District Court Decision Suggests Pension Committee May Have More Limited Application in the Fifth Circuit
03/22/2010
V&E Electronic Discovery Update E-communication, March 22, 2010
Just a month after Judge Shira Scheindlin revisited and updated her landmark Zubulake decisions in Pension Committee, another judge prominent in the e-discovery world has issued an important decision affecting the standards governing electronic discovery.
|
Challenges Plaintiffs Face in Litigating Federal Common Law Climate Change Claims
03/19/2010
Presented at the American Bar Association Section of Public Utility, Communications, and Transportation Law Annual Spring Meeting, March 15, 2010
Since 2005, numerous plaintiffs have attempted to hold both the energy industry and vehicle manufacturers liable for the damages they have experienced and will experience as a result of climate change.
|
Renewable Energy
03/18/2010
First published in Investing in the GCC: New Opportunities in a Changing Landscape, March 2010
Global marketed energy consumption is projected to increase by 44 percent between 2006 and 2030, with energy demand for countries in the Middle East predicted to grow by over 58 percent from approximately 6,975,000GWh in 2006 to approximately 11,049,000GWh in 2030.
|
Update: United States Congress Passes Legislation Addressing Qualified Tax Credit Bonds
03/17/2010
V&E Public Finance E-communication, March 17, 2010
On March 17, 2010, the United States Senate passed a portion of the Jobs for Main Street Act, 2010 entitled the "Hiring Incentives to Restore Employment Act;" the United States House of Representatives approved these provisions on March 4, 2010.
|
Attack of the False Marking Trolls
03/08/2010
V&E Intellectual Property E-communication, March 8, 2010
To the dismay of patent holders, the Federal Circuit last December invited bounty hunting trolls to file false marking claims against companies whose patent marking mistakes were the result of more than mere carelessness.
|
HIPAA Headlines, Issue No. HH165
03/05/2010
|
Stock Option Exchanges and Repricings
03/02/2010
V&E Employee Benefits and Executive Compensation E-communication, March 2, 2010
Due to the turn of events in the financial markets in 2008 that resulted in the downward movement of stock prices, many public companies have found their outstanding stock options underwater.
|
New Rules Allow Expedited Arbitration Before a Delaware Court of Chancery Judge or Master
03/01/2010
V&E Legal Update E-communication, March 1, 2010
The Delaware Court of Chancery recently adopted new rules that give potential litigants an expedited means for resolving certain high-dollar business disputes in arbitration before a sitting Chancery Court judge or master.
|
SEC v. Cohmad: Defendants Prevail in Battle of Inferences
02/26/2010
First published in Securities Litigation Insights, Issue 2, Winter 2010
In one of the first significant decisions rendered in litigation arising out of the Madoff Ponzi scheme, Judge Louis Stanton of the U.S. District Court for the Southern District of New York dismissed securities fraud claims brought by the Securities and Exchange Commission (SEC) against Cohmad Securities Corporation (Cohmad), its Chairman and CEO Maurice Cohn, its President and COO Marcia Cohn, (Cohmad and the Cohns collectively, the “Cohmad Defendants”), and its former Vice President Robert Jaffe (collectively, “Defendants”).
|
Securities Class Actions and Life Sciences Companies
02/25/2010
First published in Securities Litigation Insights, Issue 2, Winter 2010
Life sciences companies are frequent targets of securities class actions. There likely are many reasons for this, including the fact that these companies are often characterized by uncertainty in terms of product development and viability, occasional volatile stock prices, a need for lengthy testing and government approval processes for their products, young management teams, and products with enormous potential for future revenue generation but serious risk of failure to come to market.
|
Class Certification in Securities Litigation – The New Tipping Point
02/24/2010
First published in Securities Litigation Insights, Issue 2, Winter 2010
With the heightened pleading standards imposed by the Private Securities Litigation Reform Act (PSLRA) and the attention given to pleading standards by the Supreme Court and the Court of Appeals, many litigants began to view the motion to dismiss stage as the tipping point in a securities fraud class action lawsuit.
|
EPA Administrator Jackson Announces Intention to Delay Stationary Source Permitting Requirements for Greenhouse Gas Emissions
02/24/2010
V&E Environmental Law Update E-communication, February 24, 2010
Late last week, eight Democratic senators expressed in a letter to EPA Administrator Lisa Jackson their economic and energy security concerns relating to the potential regulation of greenhouse gas (GHG) emissions from stationary sources under the Clean Air Act (CAA).
|
The Upcoming Explosion of Hidden Fee Litigation
02/23/2010
First published in Litigation News, Winter 2010
A typical 401(k) plan offers an array of mutual funds as investment options under the plan. Each plan participant directs the investment of his or her 401(k) account by selecting from among the various investment options.
|
Masimo v. Tyco – The Ninth Circuit’s Latest Pronouncement on Bundling
02/22/2010
First Published in Antitrust News & Notes, January 2010
Masimo Corp. v. Tyco Health Care Group re-affirms that plaintiffs seeking to challenge “bundled discounting,” or the sale of a bundle of goods or services for a lower price than the seller charges for the goods or services purchased individually, as constituting predatory pricing faces a high hurdle in the Ninth Circuit.
|
Ninth Circuit Reverses Itself, Affirms Dismissal of Claims Against Major Oil Companies
02/21/2010
First Published in Antitrust News & Notes, January 2010
A new Ninth Circuit opinion shows that Twombly-style pleadings scrutiny may help energy producers defend antitrust claims premised on common practices such as locational swaps and price reporting. On December 2, 2009, the Ninth Circuit surprisingly reversed its own prior decision and affirmed a district court’s dismissal of a putative antitrust class action against several major oil companies.
|
Proposed Legislation Seeks to Overturn Supreme Court’s Twombly and Iqbal Decisions
02/20/2010
First Published in Antitrust News & Notes, January 2010
In the 2007 antitrust conspiracy case Bell Atlantic v. Twombly, the U.S. Supreme Court held that a complaint failed to state a claim, and therefore could be dismissed under Rule 12(b)(6) of the Federal Rules of Civil Procedure, if it failed to set forth factual allegations sufficient to raise a “plausible” inference that the defendants are liable for the claim.
|
China Exercises New Antitrust Enforcement Powers in Reviewing Panasonic-Sanyo Deal
02/19/2010
First published in
Antitrust News & Notes, January 2010
The conditioned approval late last year of a major merger in the electronics sector by the Anti-Monopoly Bureau of China’s Ministry of Commerce (MOFCOM) may signal that Chinese antitrust regulators are becoming more confident, more sophisticated, and more aggressive in asserting a role in international commerce.
|
The 2009 Amendments to the False Claims Act Add New Firepower to the Government’s Anti-Fraud Arsenal
02/19/2010
First published in Litigation News, Winter 2010
Since its substantial overhaul in 1986, the False Claims Act (FCA) has been the government’s most powerful weapon to combat fraud against the United States.
|
Snapshot of the Regulators and Financial Markets Summit: Working Mechanisms, Limitations and Prerogatives Conference
02/17/2010
Summary of events from the Regulators and Financial Markets Summit, February 15, 2010, Abu Dhabi, UAE
Leading Securities and Commodities regulators and of securities exchanges in the Middle East and Gulf States gathered in Abu Dhabi on Monday, February 15, 2010 at Regulators and Financial Markets Summit: Working Mechanisms, Limitations and Prerogatives, a conference organized in conjunction with the 10th Anniversary of the organization of the Securities and Commodities Authority for the United Arab Emirates (ESCA).
|
A Gift Not To Be Overlooked
02/16/2010
Presented at the 2010 Securities and Regulatory Authorities Summit, February 15, 2010, Abu Dhabi, UAE
The financial market earthquake and resulting economic devastation experienced worldwide in the last two years is nothing short of extraordinary. Many question today whether it has run its full course, or whether additional aftershocks remain in store.
|
Securities Litigation Insights
02/16/2010
Issue 2, Winter 2010
Securities Litigation Insights is a quarterly report concerning recent developments, issues, and matters of interest in securities litigation and securities regulation.
|
Zubulake Revisited and Upgraded: New E-Discovery Opinion Addresses Discovery Conduct
02/15/2010
V&E Electronic Discovery Update E-communication, February 15, 2010
In The Pension Committee of the University of Montreal Pension Plan v. Banc of America Securities, 2010 WL 184312 (S.D.N.Y. Jan. 15, 2010), Judge Shira Scheindlin, author of the original landmark Zubulake opinions, addressed the proper framework for assessing a party’s failure to properly preserve and collect documents when no “egregious examples” of destruction of evidence occurred.
|
Union Organizational Process Under the National Labor Relations Act
02/12/2010
First published by Practical Law Company on its Law Department web service
This Note outlines the union organization process under the National Labor Relations Act, 29 USC § 151-169 (2000) (NLRA). Specifically it describes the causes and early signs of unionizing activity, as well as the process and rules for employers and employees both when a union seeks recognition and in any resulting election.
|
Project Discovery Highlights
02/11/2010
V&E Energy Update E-communication, February 11, 2010
On 3 February 2010, Ofgem published a report setting out its conclusions from Project Discovery, Ofgem's year-long study of whether the current arrangements in Great Britain (GB) are adequate for delivering secure and sustainable electricity and gas supplies over the next 10 – 15 years.
|
Proposed Repeal of Fossil Fuel Tax Preferences
02/11/2010
V&E Legislative Update, February 11, 2010
On February 1, 2010, President Obama’s administration released its 2011 revenue proposals, some of which would eliminate fossil fuel tax preferences (the “Proposals”). If enacted by Congress, the Proposals would become effective for taxable years beginning after, or costs paid or incurred after, December 31, 2010.
|
An Introduction to DIP Financing
02/09/2010
First published in Practising Law Institute's Course Handbook: Nuts and Bolts of Corporate Bankruptcy, 2009
Once a company becomes a Chapter 11 debtor, any financing arrangement the company wishes to engage in will require authorization under the Bankruptcy Code. An understanding of the authorization needed and of the procedure for getting that authorization is a basic aspect of adminstration that every bankruptcy lawyer must know.
|
Competitive Renewable Energy Zones: How the Texas Wind Industry is Cracking the Chicken & Egg Problem
02/09/2010
First published in the Rocky Mountain Mineral Law Foundation Journal, 2009
The wind industry has grown exponentially in the United States over the last ten years, and in no place is this growth more extensive than in Texas. Wind farms in Texas were erected so quickly and in such great number that the transmission lines quickly became overloaded, resulting in congestion and the curtailment of wind generation.
|
Delaware Court of Chancery Establishes CEO's Right to Advancement of Expenses to Defend Counterclaims in Proceeding Initiated by CEO
02/08/2010
V&E Legal Update, February 8, 2010
The Delaware Court of Chancery recently established a CEO’s right to advancement of expenses to defend against counterclaims asserted by his former corporate employer in an arbitration initiated by the CEO.
|
HIPAA Headlines, Issue No. HH164
02/05/2010
|
SEC Issues Guidance on Disclosure Related to Climate Change
02/05/2010
V&E Climate Change E-communication, February 5, 2010
On February 2, 2010, the U.S. Securities and Exchange Commission (SEC) issued an interpretative release to provide guidance to public companies regarding the applicability of the SEC’s existing disclosure requirements to “climate change” issues.
|
U.S. 290/Hempstead Corridor Update
02/03/2010
V&E Condemnation and Land Use E-Communication, February 3, 2010
To keep you informed of developments with the planned expansion of U.S. 290 and Hempstead Highway, we are advising you that the Texas Transportation Commission recently approved the allocation of $314.6 million to begin work on the project.
|
Significant Changes to HIPAA Will Affect Employer-Provided Group Health Plans
02/02/2010
V&E Employee Benefits and Executive Compensation E-communication, February 2, 2010
The Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”), which is part of the American Recovery and Reinvestment Act of 2009 (ARRA), enacted significant changes to the Health Insurance Portability and Accountability Act of 1996 (HIPAA).
|
EPA Effluent Guidelines for Discharges from the Construction and Development Industry to Take Effect on February 1, 2010
01/29/2010
V&E Environmental Law E-communication, January 29, 2010
On December 1, 2009, the United States Environmental Protection Agency (EPA) published a final rule in the Federal Register establishing non-numeric and, for the first time, numeric effluent limitation guidelines (ELGs) nationally on stormwater discharges from construction sites.
|
Litigation News, Winter 2010
01/27/2010
In this issue: Harry Reasoner: A Lifetime of Achievements, The 2009 Amendments to the False Claims Act Add New Firepower to the Government's Anti-Fraud Arsenal, and more.
|
Making Solar Power More Economically Viable: Recent Developments in the Chinese Electricity Market
01/22/2010
First published in Texas Transnational Law Quarterly, September 2009
Recent developments in China indicate that the government is taking steps to make solar power-generated electricity more economically viable for project developers.
|
V&E Climate Change Report
01/21/2010
January 21, 2010 — Issue 13
|
Vinson & Elkins Briefing — Fourth Quarter 2009 Labor and Employment Law Developments
01/20/2010
V&E Labor and Employment Law E-Communication, January 20, 2010
Significant changes in labor and employment law continued into the fall of 2009. These changes were the result of court rulings, new legislation, and government agency action, described below.
|
Antitrust News & Notes
01/11/2010
January 2010
|
Tenth Circuit Holds That a Hospital Has No Antitrust Duty to Share Facilities
01/11/2010
First Published in Antitrust News & Notes, January 2010
The recent decision from the Tenth Circuit Court of Appeals in Four Corners Nephrology Assocs., P.C. v. Mercy Medical Center of Durango extends the reasoning of two Supreme Court cases — Pacific Bell and Trinko — to the healthcare antitrust context.
|
FERC Offers Guidance on Enforcement Procedures and Priorities
01/04/2010
V&E Energy Currents E-communication, January 4, 2010
On December 17, 2009, the Federal Energy Regulatory Commission (FERC) issued two new orders related to enforcement proceedings. In the Policy Statement on Disclosure of Exculpatory Materials (Policy Statement), FERC formalizes its policy regarding disclosure of potentially exculpatory materials to parties under investigation.
|
HIPAA Headlines, Issue No. HH163
01/01/2010
|