Past 3 Months

Posted on: Mon, 22 Apr 2013 14:49:08 +0000

It sounds like we are heading back to the days, not so long ago, where the USPTO was underfunded and overworked. Teresa Rea, the Acting Under Secretary of Commerce for Intellectual Property and Acting Director of the United States Patent and Trademark Office, recently sent an e-mail to all USPTO employees explaining that the USPTO [...]More

Posted on: Fri, 26 Apr 2013 20:38:20 +0000

Whenever I speak at law schools, I inevitably get asked questions about what students should be doing to (1) set themselves up in a position to be hired; and (2) ultimately land a job.  With that in mind, I thought it might make sense to cover some steps that can be taken to help find [...]More

Posted on: Tue, 23 Apr 2013 19:59:00 +0000

Essentially, means-plus-function claiming allows the drafter to claim the invention based on functionality rather than the more traditional (and preferred) claim technique that describes structure(s) within the body of the claim itself. A claim term is functional when it recites a feature by what it does rather than by what it is. There is nothing intrinsically [...]More

Posted on: Mon, 29 Apr 2013 18:28:39 +0000

On March 28, 2013, Covidien (NYSE: COV), a leading global provider of healthcare products, won a patent infringement lawsuit against Ethicon Endo-Surgery, Inc., a Johnson & Johnson company, relating to Ethicon’s Harmonic line of ultrasonic surgical products. Before proceeding, to clear up any possible confusion for those who look to the Memorandum of Decision issued [...]More

Posted on: Wed, 13 Mar 2013 09:00:09 +0000

We are pleased to share the most recent edition of the Simpson Thacher Securities Law Alert, edited by litigation Partners Jonathan Youngwood, Peter Kazanoff, and Paul Gluckow. The following is a summary of the February 2013 edition of the Alert:More

Posted on: Thu, 14 Mar 2013 09:00:29 +0000

New CFTC swap clearing rules will force non-financial entities to stop uncleared trading of certain interest-rate swaps (IRS) and index credit default swaps (index CDS) starting on September 9, 2013, unless such entities qualify for and claim the “commercial end-user exception” included in those rules. According to this memo I just received from Skadden's Brian Breheny, corporations will need to take certain steps before the September deadline if ...More

Posted on: Mon, 18 Mar 2013 09:00:52 +0000

Sullivan & Cromwell Partner and Practice Center Contributor, Frank Aquila, just sent along an article he co-wrote with Partner Sarah Payne for Bloomberg Law. The article presents some issues for legal and investor relations teams to consider as they seek to increasingly use social media to communicate with investors. Here is an excerpt:More

Posted on: Wed, 20 Mar 2013 09:00:25 +0000

The year 2012 saw vigorous activity in the creation and implementation of increasingly restrictive sanctions, particularly with respect to Iran. Enforcement of the sanctions has been accompanied by at times very significant penalties. The following update from Gibson Dunn reviews sanctions developments in the United States, European Union and the United Kingdom in 2012 in four areas -- legislation, Executive Orders, regulatory developments, and enforcement ...More

Posted on: Fri, 22 Mar 2013 09:00:24 +0000

Today we continue our bi-weekly installment shining a light on the best of the corporate and securities blogosphere. Highlights include a pro-business SCOTUS opinion, more revolving door drama, Lululemon exposed and more. If there are any corporate or securities blogs you think should be highlighted by our Top 5, please comment on this post and we’ll check them out!More

Posted on: Tue, 26 Mar 2013 09:00:52 +0000

Plaintiffs’ attorneys have continued to bring, or threaten, litigation against U.S. companies following the filing of their annual proxy statements. These complaints generally allege disclosure deficiencies in connection with the approval of equity compensation plans and/or the advisory shareholder “say-on-pay” vote and, as with merger-related “strike suits,” seek to enjoin the annual meeting. According to a new memo we just received from Sullivan ...More

Posted on: Thu, 28 Mar 2013 09:00:32 +0000

The SEC recently issued an important guidance update on social media filings by investment companies which is intended to "clarify the obligations of mutual funds and other investment companies to seek review of materials posted on their social media sites." The guidance from the Division of Investment Management is the first in its “IM Guidance Update” series, which will offer the staff’s views on emerging legal issues. We just received this Investment ...More

Posted on: Mon, 01 Apr 2013 09:00:59 +0000

In Kallick v. SandRidge Energy, Inc. the Delaware Court of Chancery preliminarily enjoined the board of SandRidge Energy, Inc. from impeding a consent solicitation by one of the Company’s largest stockholders to replace the incumbent directors. The Court found that the directors likely would be breaching their duty of loyalty if they did not “approve” the insurgent slate in the face of a change of control put provision in the company’s public notes ...More

Posted on: Wed, 03 Apr 2013 09:00:49 +0000

We are pleased to share the most recent edition of the Simpson Thacher Securities Law Alert, edited by litigation Partners Jonathan Youngwood, Peter Kazanoff, and Paul Gluckow. The following is a summary of the March 2013 edition of the Alert:More

Posted on: Fri, 05 Apr 2013 09:00:48 +0000

On April 2nd, the SEC issued a report of investigation that makes clear public companies may use social media such as Twitter and Facebook to announce information in compliance with Regulation FD as long as the companies made investors aware in advance which social media will be used to disseminate the information. Given the increasing frequency with which public companies are using social media to engage with clients, customers, employees, shareholders ...More

Released on: Feb. 7, 2013

Taken from the briefing 10b5-1 Trading Plans and Insider Trading Under the Spotlight: Key Issues Companies and Executives Must Consider recorded January, 2013. A recent front page article in the Wall Street Journal entitled “Executives’ Good Luck in Trading Own Stock” reported that, based on the review of thousands of trades by corporate insiders, many executives appear to have done suspiciously well buying and selling their companies’ ...

Recorded on: Feb. 7, 2013

AMY: It is now my pleasure to turn this briefing over to John Tuttle. JONATHAN TUTTLE: Hello all and welcome and thanks for joining on the call today. What Matt and I are going to talk about really had its most recent origin in some newspaper articles that Matt will discuss later talking about 10b5-1 trading plans and bringing those plans kind of back to the forefront of both the enforcement and the corporate issuer context. I think what we're going ...

From the program: School Law Institute (13th Annual)

Released on: Apr. 30, 2013

To effectively represent parents, students, and school districts, practitioners must continue to develop and expand their understanding of the most recent developments in case law, and keep abreast not only of legislative and regulatory changes, but even technological changes as they affect schools and governing laws.In PLI’s 13th Annual School Law Institute, an expert faculty will examine significant new developments in education law and policy, ...

From the program: Consumer Financial Services Institute (18th Annual)

Released on: Apr. 23, 2013

On January 4, 2012, President Obama appointed Richard Cordray as the first Director of the Consumer Financial Protection Bureau (CFPB). Since that time, the CFPB has been involved in a whirlwind of regulatory, supervisory and enforcement activities. In addition to the CFPB, state and other federal regulators are pursuing initiatives focused on consumer financial services. This year’s Institute will explore in detail the Bureau’s activities as well ...

Released on: Apr. 25, 2013

Taken from the briefing Kirtsaeng v. John Wiley & Sons, Inc.: First Sale Doctrine Applies to Goods Made Abroad and Imported Without the Permission of the Copyright Holder recorded April, 2013.On March 19, 2013, the United States Supreme Court in Supap Kirtsaeng v. John Wiley & Sons, Inc. reversed the Second Circuit Court of Appeals and held (6-3) that the first sale doctrine set forth in 17 U.S.C. § 109(a) of the Copyright Act applies to goods ...

Recorded on: Mar. 4, 2013

STEVEN L. BAGLIO: So I'm going to tackle the very beginning of how a venture backed company might be formed. And then I'll turn it over to Sarah, who will talk more specifically about venture capital deal terms. And by the way, if anybody in the live audience has a question, they should feel free to interrupt me as I go. And we'll stop periodically, if you'd like. So it's really three buckets within what I'm going to talk about. Just to organize. ...

From the program: Venture Capital 2013: Nuts and Bolts

Released on: Mar. 14, 2013

A thorough understanding of current market practice, deal terms and conditions, transaction documents and applicable securities, regulatory and ethical issues is critical in the venture capital business. This program, designed for those seeking a secure foundation in the venture capital field, will teach you the essentials of venture capital. From examining the anatomy of a venture capital deal, to participating in a mock term sheet negotiation, to ...

From the program: The SEC Speaks in 2013

Released on: Mar. 9, 2013

Over the past year, the Commission has been engaged in a broad range of rulemaking projects and other initiatives to implement the newly-enacted Jumpstart Our Business Startups Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act.  The Commission has been working to implement the provisions of the JOBS Act, including with regard to the use of general solicitation and general advertising in certain private offerings, new exemptions ...

Course Handbook from the program Acquiring or Selling the Privately Held Company 2013, held April, 2013.

From the program: Consolidated Tax Return Regulations 2013

Released on: Mar. 12, 2013

During the past eighteen years, the Department of the Treasury and the Internal Revenue Service have substantially revised the consolidated return regulations. These changes, coupled with legislative developments, judicial decisions, and published and private rulings, have dramatically changed the operating rules of consolidated returns. An understanding of these rules is critical for practitioners and corporate tax counsel who practice in this area. ...

Released on: Mar. 19, 2013

Taken from the briefing ADA and Mental Disorders: Employee Threats and Violence, Employer Assessments and Accommodations recorded March, 2013. Threats of physical harm in the workplace may arise in a variety of ways, none benign. They range from bullying behavior to blatant homicidal and suicidal statements. Typically, employers must contend with a threatening and aggressive employee while under considerable pressure to take action quickly. Employers ...