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Getting The Deal Through – Shipbuilding 2018: England and Wales
Haynes and Boone, LLP, May 2018

Getting the Deal Through – Shipbuilding is part of the series of Getting the Deal Through law guides published by Law Business Research that provide an overview of specialist areas of the law in a variety of international jurisdictions. It is published annually and the seventh edition, published in May 2018, covers 13 jurisdictions. Leading practitioners from each jurisdiction answer the same key questions...

Employers Triumph – Arbitration Class and Collective Action Waivers Are Enforceable – But What Should Employers Do?
Haynes and Boone, LLP, May 2018

In a landmark victory for employers, the Supreme Court of the United States held that agreements requiring employees to arbitrate claims on an individual basis are enforceable. The case,Epic Systems Corp. v. Lewis,1consolidated three different cases on appeal from the Fifth Circuit, Seventh Circuit and Ninth Circuit...

Employers Triumph – Arbitration Class and Collective Action Waivers Are Enforceable – But What Should Employers Do?
Haynes and Boone, LLP, May 2018

In a landmark victory for employers, the Supreme Court of the United States held that agreements requiring employees to arbitrate claims on an individual basis are enforceable. The case,Epic Systems Corp. v. Lewis,1consolidated three different cases on appeal from the Fifth Circuit, Seventh Circuit and Ninth Circuit...

Haynes and Boones Insurance Recovery Group Expands to East Coast
Haynes and Boone, LLP, May 2018

Barry Buchman, Adrian Azer and Greg Van Houten have joined Haynes and Boone, LLP’s Washington, D.C. office in the Insurance Recovery Practice, expanding the group’s presence coast-to-coast. Partner Barry Buchman brings more than 20 years of experience and looks forward to helping the practice flourish in Washington, D.C., and the East Coast...

The Printed Matter Doctrine – Praxair Distrib., Inc. v. Mallinckrodt Hosp. Prods. IP Ltd.
Haynes and Boone, LLP, May 2018

InPraxair Distrib., Inc. v. Mallinckrodt Hosp. Prods. IP Ltd., 2016-2616, -2656 (Fed. Cir. May 16, 2018), in a decision authored by Judge Lourie, the Court of Appeals for the Federal Circuit held that the printed matter doctrine is properly applied during claim construction and can include not just printed matter, but also mental steps...

Comply or Face the Consequences! Contractual Compliance Required to Vary a Contract.
Haynes and Boone, LLP, May 2018

As Lord Sumption’s leading judgment of the Supreme Court inRock Advertising Limited v MWB Business Exchange Centres Limited[2018] UKSC 24 states, it is rare that modern litigation raises truly fundamental issues in the law of contract. This case, however, raisedtwosuch issues, although as a result of the Court’s decision on the first issue, it was not necessary to decide the “difficult” second issue...

Media, Entertainment, and First Amendment Newsletter, May 2018
Haynes and Boone, LLP, May 2018

View a PDF of the May 2018 Edition of the Haynes and Boone Media, Entertainment and First Amendment Newsletter. Fox News v. TVEyesShows Fair-Use Defense Remains Risky Business “It seems to me that if there were any logic to our language, trust would be a four letter word...

Health Law Vitals - A Healthcare Newsletter from Haynes and Boone, May 2018
Haynes and Boone, LLP, May 2018

View a PDF of the May 2018 edition of the Haynes and Boone Health Law Vitals newsletter. Healthcare Hazards Involving Medical Records During Bankruptcy Companies in the healthcare industry face many unique challenges when undergoing a bankruptcy, including challenges arising due to the federal and state law framework governing the use and disclosure of medical information. In February 2018, the U.S...

Guidelines for Comprehensive Management of Waste Requiring Special Management in the Hydrocarbons Sector
Haynes and Boone, LLP, May 2018

TheADMINISTRATIVE PROVISIONS THAT SET FORTH THE GUIDELINES FOR COMPREHENSIVE MANAGEMENT OF WASTE REQUIRING SPECIAL MANAGEMENT IN THE HYDROCARBONS SECTOR(the “Guidelines”) were published in Mexico’s Federal Official Gazette on May 2, 2018 and became effective the following day...

Mexico: Farmout Bidding Round 2018
Haynes and Boone, LLP, May 2018

The National Hydrocarbons Commission (“CNH”) announced on April 26, 2018, the so-called “farmout” bid process CNH-A-C6-7 Asociaciones/2018. This new bid round comprises seven onshore conventional blocks for exploration and production that are located in the states of Veracruz, Tabasco and Chiapas, covering collectively 4,580.8 km2. CNH estimates these blocks have conventional prospective resources of approximately 405.1 million barrels of crude oil equivalent...

SEC Brings First Enforcement Action Against a Public Company for Failing to Disclose Data Breach
Haynes and Boone, LLP, May 2018

On April 24, 2018, the Securities and Exchange Commission (“SEC” or the “Commission”) announced its first enforcement action against a public company for failing to disclose a data breach. In a settled cease-and-desist order, the SEC imposed a $35 million civil penalty against Altaba Inc., formerly known as Yahoo! Inc...

The Mexican Senate Approves TPP Trade Treaty Signed by 11 Countries
Haynes and Boone, LLP, April 2018

On April 24, 2018, Mexico´s Senate approved the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (“CPTPP”) formerly known as the Trans-Pacific Partnership ("TPP"). The CPTPP will enter into force once six of its members ratify the Treaty pursuant to their internal legal procedures. Mexico is the first member to ratify the Treaty...

Frequent Fee Follies: OCIE Identifies Most Frequent Advisory Fee Compliance Issues
Haynes and Boone, LLP, April 2018

Last week, the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (“OCIE”) released a Risk Alert covering the most frequent advisory fee and expense compliance issues identified in over 1,500 deficiency letters sent to registered investment advisers during the past two years. The alert highlighted six categories of compliance risks frequently observed by the OCIE...

New York City and State Pass Expansive Anti-Sexual Harassment Legislation
Haynes and Boone, LLP, April 2018

Employers in New York City and New York State will be required to conduct mandatory sexual harassment training and take other steps designed to prevent sexual harassment in the workplace in response to new legislation passed by the City and the State. New York City On April 11, 2018, the New York City Council passed the Stop Sexual Harassment in New York City Act, which is expected to be signed promptly by Mayor de Blasio...

The IP Beacon, April 2018
Haynes and Boone, LLP, April 2018

View the PDF version of the April 2018 IP Beacon. Are Works Generated by AI Subject to IP Protection? When Philip Dick wrote the 1968 novel "Do Androids Dream of Electric Sheep?," the inspiration for the 1982 film "Blade Runner," artificial intelligence was more fiction than science. Fifty years later, theHarvard Business Reviewpredicts that AI will be the single biggest technological development of our era, as transformative as the steam engine or electricity...

Key Features of New Data Breach Notification Laws in Alabama and South Dakota
Haynes and Boone, LLP, April 2018

Last month, Alabama and South Dakota became the latest states to enact data breach notification laws. All 50 states now have such laws, but the laws and companies’ obligations thereunder vary widely from state to state. The Alabama and South Dakota laws—described in detail in the chart linked below—are similar to the laws of other states, but each have a few important features to be aware of...

CENACE Announces Call to Bid for the Fourth Long-Term Power Auction in Mexico
Haynes and Boone, LLP, March 2018

On March 15, 2018, the National Center for Energy Control (“CENACE”) announced the fourth long-term auction for the purchase and sale of power, capacity, and clean energy certificates. The term of the contracts for power and capacity will be 15 years while the term for clean energy certificate contracts will be 20 years. The standard commercial operation date of the power generation projects awarded under the auction is scheduled for January 1, 2021...

Brexit: Transition Deal Breakthrough
Haynes and Boone, LLP, March 2018

It is one year since the United Kingdom (UK) triggered Article 50 of the Treaty on European Union (EU) by notifying the European Council of its intention to withdraw from the EU. This means that we are now half way through the two year negotiation period during which the terms of the UK’s withdrawal from the EU are due to be concluded...

Newbuilding Orders and Prices at Korean Shipyards Are Up, but Too Late Perhaps for Sungdong
Haynes and Boone, LLP, March 2018

The Changwon District Court in South Korea has this afternoon (23 March 2018) issued a comprehensive prohibition order (CPO) following the application of Sungdong Shipbuilding and Marine Engineering Co. Ltd (Sungdong) to enter Chapter 11 Rehabilitation filed earlier this month...

Brexit: Transition Deal Breakthrough
Haynes and Boone, LLP, March 2018

It is one year since the United Kingdom (UK) triggered Article 50 of the Treaty on European Union (EU) by notifying the European Council of its intention to withdraw from the EU. This means that we are now half way through the two year negotiation period during which the terms of the UK’s withdrawal from the EU are due to be concluded...

Kidnap Ransom Insurance: Unlocking Coverage for Ransomware Attacks
Haynes and Boone, LLP, March 2018

By one account, “the cost of global ransomware attacks will exceed $11.5 billion annually by 2019, up from $5 billion last year and $325 million in 2015” – a 35X increase in just four years.1Relative to other cyber crime, ransomware is an equal opportunity enterprise—striking individuals as well as businesses of all kinds...

OSHA Quarterly Newsletter, March 2018
Haynes and Boone, LLP, March 2018

Violating California's Occupational Safety and Health Act May Lead to Civil Penalties On February 8, 2018, the California Supreme Court unanimously ruled that local prosecutors could pursue civil penalties against employers for violating workplace safety standards under California's unfair competition law and fair advertising law, despite the employer's federal preemption challenges. Solus Indus. Innovations, LLC, 228 Cal. Rptr. 3d 406 (2018)...

Kidnap Ransom Insurance: Unlocking Coverage for Ransomware Attacks
Haynes and Boone, LLP, March 2018

By one account, “the cost of global ransomware attacks will exceed $11.5 billion annually by 2019, up from $5 billion last year and $325 million in 2015” – a 35X increase in just four years.1Relative to other cyber crime, ransomware is an equal opportunity enterprise—striking individuals as well as businesses of all kinds...

The Supreme Court Opens the Door for Shareholders to Bring Public Offering Securities Class Action Claims in State Courts
Haynes and Boone, LLP, March 2018

Yesterday, the Supreme Court issued a much-anticipated ruling that carries important implications for securities class action litigation, now making it easier for plaintiffs to pursue public offering claims in state courts. InCyan, Inc. v. Beaver County Employees Retirement Fund, 583 U.S...

FDA Draft Guidance Proposes Risk-Based Regulatory Scheme for Drug Products Labeled as Homeopathic
Haynes and Boone, LLP, March 2018

More than two and a half years after the U.S. Food and Drug Administration (FDA) announced that it was re-evaluating its regulatory framework for homeopathic products, the FDA released its Draft Guidance on Drug Products Labeled as Homeopathic. The Draft Guidance summarizes the FDA’s current enforcement perspective on homeopathic products and provides a list of the FDA’s enforcement priorities...

How Should Restaurants Handle and Declare Major Food Allergens?
Haynes and Boone, LLP, March 2018

Although many restaurants are not in states that require food allergens to be declared on menus, the declaration (or labeling) and handling of food allergens is a growing concern for restaurants, due to the significant risks of liability and poor public relations, if handled incorrectly...

Health Law Vitals - A Healthcare Newsletter from Haynes and Boone, March 2018
Haynes and Boone, LLP, March 2018

 More than two and a half years after the U.S. Food and Drug Administration (FDA) announced that it was reevaluating its regulatory framework for homeopathic products, the FDA released its Draft Guidance on Drug Products Labeled as Homeopathic. The Draft Guidance summarizes the FDA’s current enforcement perspective on homeopathic products and provides a list of the FDA’s enforcement priorities.The bills reawakened a debate about the pros and cons of POHs...

Mexico: Noise Generated By Aircraft
Haynes and Boone, LLP, March 2018

On February 12, 2018 the Mexican Secretariat of Communications and Transportation (“SCT”) published the draft of Mexican Environmental Standard PROY-NOM-036-SCT3-2017 in the Official Daily Gazette, which sets forth the maximum allowable limits of noise generated by aircraft. Within the next 60 calendar days, any interested party may provide comments to the National Consultation Committee of Air Transportation Standardization...

Tax Reform – Considerations for U.S. Multinationals
Haynes and Boone, LLP, March 2018

Congress recently enacted comprehensive tax reform (the “Act”). This memorandum highlights some of the provisions of the Act that are particularly relevant to U.S. multinational groups, with a focus on the provisions relating to income associated with intangible property, as defined for applicable U.S. federal income tax purposes. New Corporate Tax Rate The Act significantly changes the U.S...

Supreme Court Ruling on Insider Status for Cram-Down Plan Threatens Lender Protections in Real Estate Financing Structures
Haynes and Boone, LLP, March 2018

As described in our earlier client alerts, since 1993, a central tenet in the structure of senior real estate lending documentation is the prevention of what is commonly referred to as “cram down...

SEC Issues New Interpretive Guidance on Public Company Cybersecurity Disclosures
Haynes and Boone, LLP, March 2018

On February 21, 2018, the Securities and Exchange Commission (the “SEC”) issued interpretive guidance to assist public companies in preparing disclosures concerning cybersecurity risks and incidents...

Supreme Court Limits the Scope of Safe Harbor Protection in Avoidance Actions
Haynes and Boone, LLP, March 2018

On February 27, 2018, the Supreme Court resolved a split between the Second, Third, Sixth, Eighth, and Tenth Circuit, and the Seventh and Eleventh Circuit in its ruling inMerit Management Group, L.P. v. FTI Consulting, Inc. (“Merit Management”)583 U. S. ____ (U.S. Feb. 27, 2018)...

Will California be the First State to Issue Workplace Violence Rules? Probably, yes.
Haynes and Boone, LLP, March 2018

The California Division of Occupational Safety and Health (Cal/OSHA) held an advisory meeting in January to solicit input and comments on their proposed draft rules for workplace violence prevention that would apply to nearly all California employers. Passage of these standards would make California the first state to issue workplace violence rules which would surpass federal protections...

Brexit: Is Opportunity Knocking for Paris’ New International Chamber of the Paris Court of Appeal?
Haynes and Boone, LLP, February 2018

On 7 February 2018, a new specialist International Chamber within the Paris Court of Appeal was launched by the French Ministry of Justice together with the Paris Bar Association. The chamber is intended to deal with international commercial matters governed by French as well as foreign law, and the use of English as well as certain common law procedures will be permitted...

Say Something, but to the Right People: Supreme Court Clarifies Definition of “Whistleblower” Under Dodd-Frank
Haynes and Boone, LLP, February 2018

Yesterday, the U.S. Supreme Court significantly narrowed the scope of the Dodd-Frank Act's anti-retaliation measures. The decision resolved a split in authority by excluding from Dodd-Frank's whistleblower protections those persons reporting suspected violations only within their companies. In reversing the Ninth Circuit, the Court held that "Dodd-Frank's anti-retaliation provision does not extend to an individual who has not reported a violation of the securities laws to the SEC...

SEC Announces Examination Priorities for 2018
Haynes and Boone, LLP, February 2018

The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (“OCIE”) has announced its 2018 examination priorities. The 2018 priorities provide insight into what activities OCIE believes present the highest risks to investors and, as such, what the examiners will be highlighting during their examinations of registered entities this year...

Plans for New US$1.7 Billion Power Transmission Line in Mexico
Haynes and Boone, LLP, February 2018

On February 13, 2018, Mexico’s Federal Electricity Commission (“CFE”) announced the bidding process for its Ixtepec Potencia – Yautepec Potencia Transmission Line in Oaxaca (“Project”). The transmission lines will cross the following states: State of Mexico, Morelos, Puebla, Oaxaca, Mexico City and Veracruz. The estimated investment is US$1.7 billion and it will have a transmission capacity of 3,000 MW at a voltage level of 500 kV...

9th Circuit Affirms “Per Plan” Approach to Interpret “Impaired Accepting Class” for Plan Confirmation Purposes Threatening Senior Mortgage Lender Protections in Common Real Estate Financing Structures
Haynes and Boone, LLP, February 2018

As described in our earlierclient alert, dated September 13, 2016, under certain specific circumstances, section 1129 of title 11 of the United States Code (the “Bankruptcy Code”) permits a bankruptcy court to confirm a Chapter 11 plan and rewrite the terms of a debt instrument (including mortgage debt or mezzanine debt), including the interest, amortization, and maturity...

Mexico: Guidelines for Interconnection of Power Plants and Connection of Load Centers
Haynes and Boone, LLP, February 2018

On February 9, 2018, the Ministry of Energy (“SENER”) published in the Official Federal Gazette the “Guidelines for Interconnection of Power Plants and Connection of Load Centers” (Manual para la Interconexión de Centrales Eléctricas y Conexión de Centros de Carga)...

The Fifth Circuit is Asked to Consider the Validity of the "Golden Share"
Haynes and Boone, LLP, February 2018

As we described in our client alert dated September 14, 2016, in the aftermath of the real estate downturn from 1989 to 1993, when real estate mortgage lenders began to contemplate making new mortgage loans, they sought to create new legal structures to prevent their prospective borrowers from filing for Chapter 11, and to ameliorate the adverse consequences, if such a filing were to occur. One such structure is a device commonly referred to as the “Golden Share...

HSR Update: Annual Jurisdictional Thresholds Revisions Effective February 28, 2018
Haynes and Boone, LLP, February 2018

Increase in HSR Thresholds.The jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) will increase February 28, 2018 and will apply to any transaction closing on or after that date. The revised thresholds will remain in effect until the next annual adjustment, expected in the first quarter of 2019. “Size of Transaction” Threshold...

Mexico: Bid Round 2.4 Results
Haynes and Boone, LLP, February 2018

On January 31, 2018 the National Hydrocarbons Commission (“CNH”) conducted the long-awaited event for submission and opening of bids for the Deep Water “Round 2.4” E&P license contracts. The bid round comprised 29 offshore deep waters blocks and the overall result was very successful for Mexico...

On Shaky Ground: How Can Policyholders Prepare for the Predicted Increase of Earthquakes in 2018?
Haynes and Boone, LLP, January 2018

This year has already been a busy one for seismic activity. In the first weeks of 2018 alone, there have been reports of a 7.9 magnitude quake off the shores of Kodiak, Alaska, a 6.2 magnitude temblor in Japan, and a series of tremors in California. And, few will forget the catastrophic earthquakes that struck Mexico City and the Iraq-Iran border last year...

For Hazardous Air Pollutants, “Once in, Always in,” is Out
Haynes and Boone, LLP, January 2018

In a major departure from over 20 years of practice, the EPA announced on January 25 that it is withdrawing the “once in, always in” (OIAI) interpretation of the hazardous air pollutants (HAPs) program. The OIAI required sources of HAPs to permanently comply with Maximum Achievable Control Technology (MACT) standards applicable to major sources of HAPs, even when those sources’ emissions are below major source levels...

Mexico: Round Three – Second Public Bid
Haynes and Boone, LLP, January 2018

The National Hydrocarbons Commission (CNH) published the call for the second bid of Round 3 on January 25, 2018. This new bid round (Round 3...

A Comparison of Non-Operator’s Rights Under the Joint Operating Agreement 1982 and 1989 Model Forms
Haynes and Boone, LLP, January 2018

Companies looking to purchase non-operating working interests will review longstanding operating agreements, or negotiate the terms of new operating agreements, to ensure that appropriate non-operator rights are present and enforceable...

Reality Check – Political and Economic Realities Hamper Efforts to Reopen U.S. Waters to Offshore Drilling
Haynes and Boone, LLP, January 2018

On January 4, 2018, the U.S. Department of the Interior ("Department") announced its draft proposal of the 2019-2024 Outer Continental Shelf ("OCS") Oil and Gas Leasing Program that would reopen nearly all federal waters to offshore leasing for new oil and gas operations...

Mexico’s Ministry of Energy Issues New Guidelines for the Wholesale Power Market in Mexico
Haynes and Boone, LLP, January 2018

In January 2018, Mexico’s Ministry of Energy (“SENER”) published several Guidelines as part of the applicable rules for the Wholesale Power Market (“WEM”) in the Federal Gazette. This Haynes and Boone alert is important to all participants of the WEM, including qualified users, suppliers, marketers, non-suppliers and generators. 1...

Changing Outlook, Same Concerns: Key SEC Disclosure Topics in 2018 for E&P Companies
Haynes and Boone, LLP, January 2018

Comment letters to oil and natural gas exploration and production (E&P) companies by the Division of Corporation Finance of the Securities and Exchange Commission (SEC) indicated several major areas of concern for the Division during 2017 regarding companies’ disclosures. Many of the topics addressed were similar to those raised by the Division’s staff in 2015-2016, but some were new, such as the staff’s focus on non-U.S...

Federal Circuit Flips – Wi-Fi One v. Broadcom Holds That PTAB’s Time-Bar Determinations Are Appealable
Haynes and Boone, LLP, January 2018

On January 8, 2018, the U.S. Court of Appeals for the Federal Circuit issued itsen bancdecision inWi-Fi One, LLC v. Broadcom Corp., Appeal 2015-1944 (Fed. Cir. Jan. 8, 2018) (en banc) holding that Patent Trial and Appeal Board (“PTAB”) time-bar determinations under 35 U.S.C. § 315(b) in aninter partesreview (“IPR”) proceeding are appealable. Theen bancdecision overrules a panel’s earlier decision inAchates Reference Publishing Inc. v. Apple Inc.803 F...

 

 

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