Legal Practice Notes

ARCHIVED: This Practice Note is archived and no longer updated. It was initially prepared for Lexis Practice Adviser, in the US. It outlines similarities and differences between the protections available for typical categories of IP, such as literary works (copyright and trade secret); marketing imagery, characters and slogans (copyright and trade mark); product designs (design patent, copyright and trade dress) and inventions (patent and trade secret). It addresses coverage and duration, as well as scope and eligibility requirements too. Literary works—copyright versus trade secret protection For information to amount to a trade secret, it must truly be confidential, the proprietor must take steps to preserve that confidentiality, and it must confer a competitive economic benefit on the owner. Trade secrets usually comprise commercial or business information and may endure without limit, provided the secrecy is maintained. Copyright, by contrast, applies to subject matter such as...

ARCHIVED: This Practice Note is archived and no longer updated. It is provided for background reference only. The Customer Code The Finance Industry Regulatory Authority ( FINRA) maintains two Codes of Arbitration Procedure. One is the Code of Arbitration Procedure for Customer Disputes (the Customer Code), which oversees arbitrations between investors and industry participants. For details on starting an arbitration under the alternative code, the Code of Arbitration Procedure for Industry Disputes (the Industry Code), see Practice Note: FINRA—commencing an arbitration under the Industry Code. Starting an arbitration When an investor dispute occurs, FINRA arbitration will be obligatory in defined scenarios. In other situations, the parties may choose to arbitrate under the Customer Code. In every case, claims must be brought within six years of the events underpinning the dispute (the Customer Code, Pt II, r 12206). Under the Customer Code, Pt II, r 12200, FINRA...

ARCHIVED: This archived Practice Note is not being maintained. Today, most global businesses work with third parties, tapping into vital capabilities that help them operate across markets. Yet those relationships can also carry significant corruption exposure, potentially resulting in breaches of the Foreign Corrupt Practices Act ( FCPA). With the right diligence, tailored contractual terms, targeted training, and robust oversight, organisations can manage FCPA risk while still benefiting from third-party contributions to their operations. The FCPA bars corrupt payments made through intermediaries when a company is ‘knowing’ that some or all of the money will be passed to a foreign government official. It is not necessary to have actual knowledge of a third party’s conduct; wilful blindness can be enough to attribute knowledge. In practice, businesses cannot look the other way or disregard indications of possible bribery by those they engage. Agents,...

ARCHIVED: This archived Practice Note is not being maintained. When is a parent corporation liable for the acts of its subsidiaries under the Foreign Corrupt Practices Act ( FCPA)? Under long-standing principles of US corporate law, a parent may be held to account for a subsidiary’s conduct when courts pierce the corporate veil on limited grounds. Two recognised theories support veil piercing, each demanding exacting proof, and judges emphasise that this power should be used reluctantly and with caution. Alter ego Agency Worryingly, the Securities and Exchange Commission ( SEC) has indicated that a parent could face liability for a subsidiary’s misconduct even where the parent lacked awareness of the wrongdoing or did not exercise an improper degree of control over that entity. In the 2013 Ralph Lauren Corporation ( RLC) resolution, the Department of Justice ( DOJ) aligned itself with the SEC’s broader conception of parental...

This Practice Note offers an introduction and addresses matters concerning its scope of application. It sets out best practice guidance on helping your clients meet FCPA requirements, including establishing and running an effective anti‑corruption compliance programme within their organisations. The Practice Note also outlines current FCPA enforcement patterns. For organisations operating across borders, it is crucial that they grasp their duties and constraints under the FCPA. As enforcement intensifies and regulators gain unprecedented visibility into the transactions themselves, informing organisations about the FCPA is a highly valuable professional service lawyers can deliver. For further detail on the FCPA, see Practice Notes: Practical steps in a bribery investigation— UK and US perspectives and The US Foreign Corrupt Practices Act 1977 ( FCPA 1977) and Bribery Act 2010 ( BA 2010) comparison table, as well as: Best practices in FCPA...

This Practice Note presents a comparison table outlining the differences and similarities between the US Foreign Corrupt Practice Act 1977 ( FCPA 1977) and the UK Bribery Act 2010 ( BA 2010). For details on the UK BA 2010, see Practice Note: The Bribery Act 2010—an introductory guide. For material on the US FCPA, see Practice Note: US Foreign Corrupt Practices Act ( FCPA). For information on international co-operation and co-ordination between the US and the UK, together with the main considerations when investigating and enforcing potential FCPA breaches, see Practice Note: FCPA internal investigations and enforcement proceedings ( US)... Key aspects US Foreign Corrupt Practice Act 1977 Who does the Act apply to? US companies (incorporated or not), US residents and non-residents acting within the US, US...

Foreign Account Tax Compliance Act ( FATCA) The Foreign Account Tax Compliance Act ( FATCA) comprises three main pillars: strengthened due diligence, expanded information reporting, and a potential withholding tax on US‑source payments. This Practice Note explores typical issues encountered in implementing, and complying with, FATCA, such as: whether refunds or tax credits can be claimed for amounts withheld under FATCA which obligations are excluded (grandfathered) from FATCA what counts as pre‑existing obligations for FATCA purposes For a discussion of the broad meaning of a foreign financial institution ( FFI) under FATCA, and the obligations triggered by falling within scope, see Practice Note: US: FATCA—foreign financial institutions ( FFIs). For an outline of what a non‑financial foreign entity ( NFFE) is (and is not), and the different types of agreements that can ease FATCA’s burdens, see Practice Note: US:...

The Foreign Account Tax Compliance Act ( FATCA) rests on three core pillars: heightened due diligence wider information reporting a possible withholding tax on US‑source payments FATCA’s primary aim is to secure information on offshore accounts owned by US persons, thereby imposing extensive disclosure and reporting obligations on foreign financial institutions ( FFIs) and other overseas entities. A significant concern identified by the Internal Revenue Service ( IRS) is the use of foreign corporations to hold assets abroad, which contributes to under‑reporting of income by US taxpayers. This Practice Note addresses: what a non‑financial foreign entity ( NFFE) is what an excepted NFFE is what foreign financial institution ( FFI) agreements are what an intergovernmental agreement ( IGA) is the overarching reporting and due diligence duties under an IGA For analysis of the expansive definition of an FFI for FATCA...

This Practice Note outlines the principal types and tax treatment of equity compensation awards used within wider remuneration programmes. Whether a company is privately owned or publicly held, there are many reasons to build pay structures that feature equity compensation. Linking reward to the company’s value forges a direct connection between business results and employee pay, aligning staff interests with those of shareholders. Equity can also foster an ownership mindset, encouraging behaviours and performance that enhance the company’s worth. Equity compensation appears in numerous forms and can be tailored to drive both long- and short‑term outcomes, support retention, settle in shares, cash, or a blend of the two, and, when structured appropriately, provide tax‑deferred growth advantages. This Practice Note reviews the fundamental categories of equity and equity‑based awards. For information and strategies on designing public and private company equity plans, see Practice Notes:...

ARCHIVED – this case hub captures the position as at the date of the decision of 28 April 2020; it is no longer maintained or updated. NOTE— appeals were filed before the General Court in Cases T- 386/21 and T- 406/21. See also: timeline. Case facts Outline European Commission Article 101 TFEU inquiry into the sharing of commercially sensitive information and price coordination relating to US dollar denominated supra-sovereign, sovereign and agency bonds ( Case AT.40346). Latest development On 28 April 2021, the Commission adopted an infringement decision against Bank of America Merrill Lynch, Crédit Agricole and Credit Suisse for taking part in a cartel in the EEA secondary trading market for US dollar denominated Supra-sovereign, Sovereign and Agency bonds. A tight-knit circle of traders at these investment banks, who knew one another on a personal level, formed the cartel. The Commission concluded that, during a...

STOP PRESS : The Financial Choice Act, approved by the US House of Representatives in June 2017, aims in substantial measure to roll back numerous restrictive elements of the Dodd- Frank Act, among them the Volcker Rule. In the wake of that vote, the US Treasury issued a 150-page document (‘ Treasury Report’) for President Donald J. Trump, reviewing the United States’ financial regulatory architecture and setting out executive steps and rule changes that could be implemented swiftly and promptly without delay to ease the burden on firms......

This Practice Note outlines the US laws, regulations and supervisory bodies most pertinent to international issues of debt securities outside the US, and covers—(1) Rule 144A, (2) Regulation S, (3) the TEFRA C and D Rules, (4) 10b-5 letters, (5) the Securities and Exchange Commission, (6) the Commodity Futures Trading Commission, (7) the registration and reporting obligations for foreign private issuers that issue securities, or seek a secondary public trading market for their securities, in the US, and (8) state securities (blue sky) laws. Introduction The US provisions most relevant to international issues of debt securities outside the US are: the exemptions available under Rule 144A and Regulation S of the Securities Act of 1933 (the Securities Act); and US Treasury Regulations section 1.163 5(c)(2)(i)( C) and ( D) ( TEFRA C and D Rules). The US regulatory authorities with greatest relevance to...

ARCHIVED This Practice Note is archived and is no longer maintained. It was first produced for Lexis Practice Adviser, in the US. The charts present an at-a-glance summary of copyright terms (also known as copyright duration or duration of copyright) for works first published on or after 1 January 1978 (post-1978 works) and for works first published before 1 January 1978 (pre-1978 works), including whether renewal terms are needed or available. For a general overview of copyright law, see: US—copyright fundamentals [ Archived]. Post-1978 works All original works of authorship created and fixed in a tangible medium of expression on or after 1 January 1978 (the effective date of the Copyright Act of 1976) are automatically protected upon fixation. The duration varies by the nature of the work: Works of an individual author: life of the author plus 70 years Works of joint authorship: life of the...

This Practice Note was originally prepared for Lexis Practice Advisor®, in the US. It outlines the exclusive rights granted to US copyright owners: the ability to reproduce the protected work, to create derivative works, to distribute copies or phonorecords, to perform the work publicly (including by means of a digital audio transmission), and to display the work publicly. Explanation of exclusive rights Although people often speak of owning ‘a’ copyright in a work, copyright is in fact a bundle of six distinct and independent rights held exclusively by the owner, ie a monopoly over those rights, for the period during which copyright remains in effect. Exclusivity means only the copyright owner may carry out, or authorise others to carry out, any of the six activities set out in Section 106 of the Copyright Act. If someone other than the owner engages in one of those...

This Practice Note explores the implications of the US Supreme Court’s decision in Harrington v Purdue Pharma LP, 144 S. Ct. 2071 (2024), which struck down the availability of non‑consensual third‑party releases, for the recognition and enforcement of those releases in Chapter 15 proceedings. Although the Purdue ruling still bars such releases in US Chapter 11 matters, numerous foreign insolvency regimes authorise non‑consensual third‑party releases. Before Purdue, US bankruptcy courts in Chapter 15 routinely and consistently recognised and enforced foreign proceedings and plans containing non‑consensual releases (see Practice Note: US Chapter 15 overview). After Purdue, Chapter 15 courts have, in practice, largely continued this approach, where justified under sections 1521 and 1507 of the Bankruptcy Code, applying comity and Chapter 15’s objectives, though some courts have more closely reviewed efforts to broaden relief beyond what the foreign court approved. This Practice Note...

This Practice Note does not claim to cover the full scope of relief that might be secured by a foreign representative, nor every intricacy that can arise in multi‑jurisdictional insolvency situations. Because Chapter 15 matters are profoundly fact‑dependent and turn in large measure on the foreign jurisdiction’s insolvency framework, as well as how closely it aligns with the Bankruptcy Code, Chapter 15 jurisprudence—and the relief available to a foreign representative—continues to develop. The Practice Note sets out Chapter 15 as follows: Chapter 15 background Chapter 15 key terms and concepts Chapter 15 synopsis Chapter 15 background Comity Comity is the foundational legal doctrine that underpins Chapter 15. It is not a rigid concept; its reciprocal character and political dimensions render its boundaries flexible and, at times, uncertain. Nevertheless, it is a doctrine that the diligent Chapter 15 lawyer must...

Debtor-in-possession ( DIP) financing involves a debtor arranging, typically on a secured basis, a loan from one or more lenders to keep the business running through its bankruptcy. Ready access to cash is essential: the debtor must pay staff, obtain required inventory, satisfy rent, meet professionals’ fees arising in the case, and discharge ordinary course liabilities. The bankruptcy court must authorise any unsecured post‑petition borrowing outside the ordinary course that is to be treated as an administrative expense (see 11 U. S. C. § 364(b)), as well as any post‑petition financing secured by estate property (see 11 U. S. C. §§ 364(c)–(d)). This Practice Note offers counsel an in‑depth analysis with practical tips on the key elements and issues of DIP financing, including: Parties to a DIP financing Obtaining credit under section 364 of the Bankruptcy Code Court approval of DIP...

NOTE—to check whether notification thresholds in Uruguay and around the globe are triggered, see further: Where to Notify. 1. What recent changes affect the Uruguayan merger control regime, what updates are anticipated over the next year, and are there any other ‘hot’ merger control topics in Uruguay? Recent reforms to the Uruguayan merger control regime Since 2021, Uruguay has enacted a series of statutes—namely Act No. 20,075, Act No. 20,212, and Act No. 20,446 (the Reforms)—which amend Act No. 18,159 on the Promotion and Defence of Competition 15/2007 ( Competition Act 2007), itself previously revised by Act No. 19,833 and Act No. 19,996. These measures brought significant adjustments to the country’s merger control framework, such as: changes to the review timelines applicable to the Enforcement Body; clarifying the moment the statutory review clock starts to run; creating additional extensions for particularly complex filings;...

General position regarding land contamination and water pollution There is ordinarily no blanket duty on polluters, owners or occupiers of contaminated land to carry out remediation, nor even to alert the regulators, unless a legal or contractual trigger in this Practice Note bites. Examples include: an environmental permit condition obliges the operator to act at once or to inform the regulators the contamination, water pollution or harm to protected nature sites amounts to “environmental damage” or there is an “imminent threat” of such damage urgent steps are necessary to protect the health and safety of employees or others who could be impacted Accordingly, in many situations there is no statutory requirement to clean up contaminated land, let alone to take immediate measures. Voluntary urgent remediation Given how pollution and waste offences are framed, anyone causing, or knowingly permitting, the harm would be prudent to act...

Introduction On occasion, it becomes necessary to make an urgent application to the Court of Protection in one of two scenarios: when no proceedings are on foot, yet urgent relief from the court is required before the preliminary steps to issue can be completed; or when proceedings are already underway and an unforeseen development means the court must be approached swiftly during those proceedings In essence, the same principles apply in either scenario (and they apply equally whether the application concerns the person’s health and welfare or their property and affairs). Under Practice Direction 3B on case pathways ( PD 3B), more formal requirements govern how the first category above should be brought. See Practice Note: Making an application to the Court of Protection. The particular requirements for medical treatment cases (despite their inclusion within the personal welfare case management pathway) are covered in...