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Privacy Shield is final: What it means for businesses

The US Department of Commerce announced that it will begin accepting applications for Privacy Shield certifications beginning on August 1.

For US organizations collecting personal data from the EU, the past year has been an anxious one, as the European Court of Justice invalidated the EU-US Safe Harbor program in October 2015 and the terms of a far-reaching General Data Protection Regulation (GDPR) have been promulgated to replace the EU’s 1995 Data Protection Directive.…

Commercial use of drones: what is allowed? What is not? FAA, Congress and the states are weighing in

Article prepared by and republished courtesy of our colleague Matthew Grosack; originally published here: https://www.dlapiper.com/en/us/insights/publications/2016/03/commercial-use-of-drones/.

The varying commercial applications of unmanned aerial systems (UAS) – more commonly referred to as drones – across multiple industries poses a number of opportunities and challenges for companies both big and small.…

Data Breach Incidents – 16 DOs and DON’Ts

Data breaches are expensive. They cost an average of $5.4 million each to US companies in 2011 for mitigation and remediation alone, while also causing significant harm to brand and reputation.  The first 24 hours after you discover a breach are critical to restoring security, minimizing harm, obtaining and preserving evidence and complying with contractual and legal obligations. …

Franchise tax due by March 1 for Delaware corporations: two methods of calculation, two vastly different results

Just a reminder to those who have Delaware corporations, your annual report and franchise tax payment are both due by March 1. At this point, you have likely already received from Delaware your notification of annual report and franchise tax due, which is sent to a corporation’s registered agent in December or January of each year.…

Merger activity remains strong in Q3 2015; average deal size spikes

Earlier today PitchBook released its M&A Report for Q3 2015 and the stats indicate continued strength in merger and acquisition activity.

While the overall deal count for Q2 2015 was down (4,250 deals with an aggregate value of $416 billion) as compared to the prior quarter (4,803 deals with an aggregate of $560 billion) and prior year (5,183 deal with an aggregate of $373 billion), the average transaction size spiked to $1.103 billion in Q2 2015 as compared to $795.3 million in Q1 2015 and $231.9 million in Q2 2014.…

SEC Proposes Clawback Rules

The SEC has proposed rules requiring listed issuers to adopt and comply with written “clawback” policies. These policies would need to provide that, if a listed issuer is required to prepare an accounting restatement due to the material noncompliance of the issuer with any financial reporting requirement under the securities laws, then the issuer will recover the amount of any incentive-based compensation erroneously awarded to an executive officer.…

SEC Proposes “Pay-Versus-Performance” Rules

Yesterday the SEC issued its long-awaited “pay-versus-performance” rule proposal. The rules would add a new paragraph (v) to Item 402 of Regulation S-K. In short, the proposed rules would require a new table comparing “executive compensation actually paid” to the “total shareholder return” (TSR) of the company and its peers, as well as a discussion of the relationship between these amounts.…

IMHO, Omnicare Doesn’t Materially Change Opinion Disclosure

Today, the U.S. Supreme Court issued its anticipated Omnicare decision, which addresses the standard of liability applied to expressions of opinion in a registration statement for a public offering. While there will be clamoring about Omnicare (it is somewhat rare for the Supreme Court to issue securities law decisions), in my opinion the case does not involve a fundamental shift in how disclosure is drafted, although it does invite a few drafting and diligence strategies.…

FTC ANNOUNCES ANNUAL REVISIONS TO HSR ACT THRESHOLDS

From our colleagues Paolo Morante, Steven E. Levitsky, and Laura Kam

In accordance with the 2000 amendments to the HSR Act, the Federal Trade Commission has announced its annual revision to the jurisdictional thresholds under the Act. The new thresholds will go into effect 30 days after publication in the Federal Register, which is expected in the next few business days.…

Franchise tax due by March 1 (a Sunday!) for Delaware corporations: two methods of calculation, two vastly different results

Just a reminder to those who have Delaware corporations, your annual report and franchise tax payment are both due by March 1 (which falls on a Sunday this year so plan accordingly). At this point, you have likely already received from Delaware your notification of annual report and franchise tax due, which is sent to a corporation’s registered agent in December or January of each year.…

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