Document(s) published by this organization: 69
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|CFTC Issues Proposed Order to Exempt Certain SPP Transactions from Regulation Under Most Provisions of the CEA and CFTC Rules|
Sohair A. Aguirre, Paul J. Pantano, Lamiya Rahman; Cadwalader, Wickersham & Taft LLP;
June 16, 2015, previously published on May 21, 2015On May 19, 2015, the Commodity Futures Trading Commission (“CFTC” or “Commission”) issued an order in response to an application from Southwest Power Pool, Inc. (“SPP”) proposing to exempt three categories of SPP transactions (“Covered Transactions”)...
|A Looming Crisis: Illinois Supreme Court Strikes Down Statute Reducing Benefits|
Ingrid Bagby, Thomas J. Curtin, Mark C. Ellenberg, Daniel Gwen, Ellen Halstead; Cadwalader, Wickersham & Taft LLP;
June 16, 2015, previously published on May 19, 2015On May 8, 2015, the Supreme Court of the State of Illinois struck down recently enacted state public pension reform legislation on the grounds that the legislation violated the “pension protection clause” of the Illinois constitution. The legislation had sought to reduce...
|IRS Mulls Change to Spinoff Rules|
William P. Mills, Richard M. Nugent, Linda Z. Swartz; Cadwalader, Wickersham & Taft LLP;
June 10, 2015, previously published on May 27, 2015In a statement that would mark a stark change in approach, an IRS official recently indicated that the IRS may begin requiring that companies seeking to effect tax-free spinoffs conduct active businesses that represent a minimum percentage of the companies’ assets. The official noted that the...
|Crowley Executive Acquittal in Price Fixing Trial Highlights Importance of Evaluating Legitimate Defenses and Avoiding Costly Plea Agreements|
Joseph J. Bial, Daniel J. Howley, Anthony V. Nanni, Charles F. (Rick) Rule, Eric Sega; Cadwalader, Wickersham & Taft LLP;
May 25, 2015, previously published on May 18, 2015A federal jury’s recent acquittal of a shipping company executive charged with price fixing highlights the challenges and uncertainties the Antitrust Division of the Department of Justice (“DOJ”) faces when defendants force DOJ to prove its case at trial. It also highlights the...
|M&A Update: Delaware Supreme Court Issues Important Ruling Protecting Independent Directors|
William P. Mills, Brittany Schulman, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
May 25, 2015, previously published on May 18, 2015On May 14, 2015, the Delaware Supreme Court ruled that claims against independent directors must be dismissed when a company charter provision shields directors from monetary liability for breach of the duty of care and the plaintiffs are unable to plead facts establishing that the directors...
|Recent Court and Agency Actions Suggest Increased Antitrust Risk Over Disgorgement, Particularly in the Pharmaceutical Industry|
Andrew J. Forman, Daniel J. Howley, Charles F. (Rick) Rule, Eric Sega; Cadwalader, Wickersham & Taft LLP;
May 13, 2015, previously published on May 05, 2015Recent court and agency rulings highlight important takeaways involving disgorgement in antitrust proceedings. Companies, especially those in the pharmaceutical industry, increasingly should ensure they properly calibrate the potential for disgorgement in their antitrust risk calculus.
|SEC Proposes Title VII Regulatory Framework for Non-US Dealers Transacting in the United States|
Steven Lofchie, Isaac Neill, Nihal S. Patel, Jeffrey L. Robins; Cadwalader, Wickersham & Taft LLP;
May 6, 2015, previously published on Apr 30, 2015The U.S. Securities and Exchange Commission (the “SEC”) reproposed rules addressing the application of certain requirements under Title VII of the Dodd-Frank Act (the “Reproposal”) to non-U.S. persons dealing in security-based swaps (“SBSs”), where the...
|Final Regulations on Section 162(m) Deduction Limit Exceptions|
Shane J. Stroud, Linda Z. Swartz; Cadwalader, Wickersham & Taft LLP;
May 6, 2015, previously published on Apr 28, 2015New final regulations (the “Final Regulations”) have been issued clarifying and altering the “qualified performance-based compensation” exception and the transitional “reliance period” exception for newly public companies to the $1 million limit on deductible...
|Supreme Court’s Holding in Oneok v. Learjet Could Lead to New Risks for Market Participants|
Joseph J. Bial, Daniel J. Howley, Gregory K. Lawrence, Thomas Reid Millar, Natalie Mitchell; Cadwalader, Wickersham & Taft LLP;
May 6, 2015, previously published on Apr 29, 2015On April 21, 2015, the Supreme Court decided Oneok v. Learjet,1 holding that “Respondents’ state-law antitrust claims are not within the field of matters pre-empted by the Natural Gas Act”2 even though the claimed violations “affected . . . federally regulated wholesale...
|What Did April Bring?: FERC Extends Out-of-Market Reliability Measures but Wants Market-Based Solutions|
Gregory K. Lawrence, Thomas Reid Millar, Mary Treanor; Cadwalader, Wickersham & Taft LLP;
May 6, 2015, previously published on Apr 30, 2015The Federal Energy Regulatory Commission (“FERC”) recently published two orders that approved capacity and reliability measures for the Independent System Operator New England Inc. (“ISO-NE”) and the New York Independent System Operator (“NYISO”). In contrast to...