Practical advice for directors of distressed companies
In normal circumstances, a director’s primary duty (owed to the company, not the company’s shareholders or the corporate group) is to ...
Sales of businesses in distress
When a company enters a period of financial distress, directors must consider the interests of the company’s creditors and, depending on the extent ...
Guidance on Tax Incentives for Investments in Qualified Opportunity Zones
On April 17, 2019, the Treasury Department and the Internal Revenue Service (“IRS”) issued a second set of proposed regulations (the “Proposed ...
What to Know About the CMS Primary Cares Initiative
On April 22, 2019, the U.S. Department of Health and Human Services and its Centers for Medicare & Medicaid Services (CMS) announced the &ldquo ...
New FDA Draft Guidance on Voluntary Recalls Asks: Are You Prepared?
On April 24, 2019, the Food and Drug Administration (“FDA”) released a draft guidance, entitled “Initiation of Voluntary Recalls Under 21 CFR ...
Federal Circuit Affirms ITC’s Non-Institution Decision, Offering Guidance for Future FDCA-Related Section 337 Claims
In its long-awaited decision in Amarin Pharma. v. ITC, the Federal Circuit provided guidance on the U.S. International Trade Commission’s discretion ...
New DOJ Guidance Reflects an Evolution in the Evaluation of Corporate Compliance Programs
On April 30, 2019, the DOJ's Criminal Division published an updated Evaluation of Corporate Compliance Programs Guidance Document (“the Guidance”) for prosecutors ...
Concerns About Pay-to-Play Violations Amplify As 2020 Giving Ramps Up
I. Concerns About Pay-to-Play Violations Amplify As 2020 Giving Ramps Up As the 2020 Democratic presidential primary election field develops and new candidates ...
FDA’s Draft Guidances on Medical Device Inspection Transparency: Anything New Here?
Two recent FDA draft guidances respond to directives from Congress to improve transparency with medical device firms regarding inspections, including the process for requesting nonbinding ...
SEC Publishes Framework for Investment Contract Analysis of Digital Assets and Issues First No-Action Letter for a Token Sale
On April 3, 2019, the SEC’s Strategic Hub for Innovation and Financial Technology (“FinHub”)1 published a framework for analyzing whether ...
Bankruptcy “Safe Harbor” Fraudulent Transfer Defense Reaffirmed in Tribune LBO Litigation
On April 23, 2019, Ropes & Gray, representing a large group of shareholder defendants, won a decision in the U.S. District Court for the ...
Congressional Review Act: OMB Memo Would Make SEC, CFTC and Other Independent Agency’s “Major Rule” Analyses Subject to Executive Branch Review
The Congressional Review Act (the “CRA”) is an oversight tool that Congress may use to overturn a rule issued by a federal department ...
Federal Reserve Board Proposes Changes in Control Analysis
On April 23, 2019, the Federal Reserve Board (the “Board”) released for public comment proposed changes to its longstanding positions on the exercise ...
FCA 2019/20 Business plan released highlighting conduct supervision and financial crime as key focus
The Financial Conduct Authority (“FCA”) has released its business plan for 2019/20, in which it sets out its areas of focus for ...
Justices Could Trigger Sea Change For Tender Offer Suits
This article by partners Martin Crisp, Douglas Hallward-Driemeier, David Hennes, and Gregg Weiner, with contributions from associates Jordan Harvey and Logan Pettigrew ...
Delaware Supreme Court Reaffirms Importance of Deal Price in Appraisal Litigation
In Verition Partners Master Fund Ltd. v. Aruba Networks, Inc.,1 the Delaware Supreme Court again endorsed deal-price-minus-synergies as a foundational ...
India Finalizes Rules Regarding Compensation for Subjects Injured in Clinical Trials and Post-Trial Access to Study Drugs
I. Background Since 2013, India’s clinical trials regulatory framework has undergone continuous, significant changes to bolster protections for clinical trial participants. In an ...
Modern Slavery Compliance For U.S.-based (and Other) Multinationals: A Review of Recent Compliance and Disclosure Developments in the United States and Abroad
Modern slavery compliance is becoming a bigger focus at U.S.-based and other multinationals. Compliance continues to evolve at a rapid pace. Over the ...
New GDPR Guidance from European Commission on Interaction between EU Clinical Trials Regulation and GDPR
On April 10, 2019, the European Commission Directorate-General for Health and Food Safety (the “EU Commission”) issued new guidance (the “Q ...
Senators Ask HHS to Step Up Scrutiny of PODs Under Sunshine Act
On March 19, 2019, Senators Chuck Grassley (R-IA) and Ron Wyden (D-OR) of the Senate Finance Committee (“SFC”) wrote a letter ...
SEC Proposes Extending Securities Offering Reforms to Closed-End Funds and Business Development Companies
On March 20, 2019, the SEC issued a release containing proposals intended to streamline the registration, communications and offering practices for business development companies (&ldquo ...
Ropes & Gray’s Investment Management Update – February – March 2019
The following summarizes recent legal developments of note affecting the registered fund/investment management industry: No-Action Letter Enhances Flexibility with Respect to In-Person ...
Technology Service Provider Contracts with Banks
Mindful of the growing reliance by financial institutions on technology service providers, the Federal Deposit Insurance Corporation (FDIC) issued a Financial Institution Letter this week ...
2019 Mutual Funds and Investment Management Conference
Ropes & Gray’s memorandum summarizing the 2019 Mutual Funds and Investment Management Conference sponsored by the Investment Company Institute and the Federal Bar ...
IRS Suspends Prior Guidance Limiting Tax-Free Spinoffs
On March 21, 2019, the IRS announced it is temporarily suspending two revenue rulings addressing tax-free spinoffs. The suspended rulings had arguably required the ...