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Latest documents

• Industry Perspectives: Trade finance and the ESG revolution

  The trade finance market is undergoing a radical transformation in terms of environmental, social and corporate governance (ESG). In this Industry Perspective, two lawyers at Allen & Overy – Niels de Ru, partner in Amsterdam, and London-based partner Matt Townsend – discuss the regulatory reforms and market pressures driving change among banks and borrowers. Please see full Publication below for more information.

• Delaware Court Addresses Claims Arising From Hackers’ Theft of Merger Consideration

  After hackers targeted law firm emails and stole a portion of the merger consideration, the Delaware Court of Chancery found it was “reasonably conceivable” that an M&A buyer could be liable for not ensuring final payment reached target company shareholders. On April 1, 2022, the Delaware Court of Chancery (the Court) issued an opinion in Sorenson Impact Foundation v. Continental Stock Transfer & Trust Company, a case brought by target company shareholders in a merger transaction after hackers posing as the shareholders successfully redirected a portion of the merger consideration to the hackers instead of the shareholders. The out-of-pocket shareholders sued the buyer, the target company (which survived the merger as a wholly owned subsidiary of the buyer), and the paying agent responsible for remitting payment of the merger consideration to the target’s shareholders under a customary paying agent agreement with the buyer. Please see full Alert below for more information.

• Insurance Update - May 18 2022

  You’ll find some notable decisions in our May Insurance Update. Appeals over pandemic-related business interruption losses have made their way up to state high courts. And so far, these courts have continued the trend favoring insurers. Please see full Update below for more information.

• Dentons Flashpoint - May 18, 2022

  Key Takeaways - Finland and Sweden submitted their membership bids for NATO. UK inflation hit 9 percent in April, its highest level in more than 40 years. North Korea reports 1.72 million people with COVID-19 symptoms. Analysis: Pay, Performance and ESG: Shareholder Pushback on Executive Compensation. Analysis: Ukraine War Update: Peace Talks, Kherson Oblast, Oil Embargo. Please see full Newsletter below for more information.

• Taxpayer Fairness Across the IRS

  On Tuesday, May 18, the House Ways and Means Subcommittee on Oversight held a hearing on taxpayer fairness at the Internal Revenue Service (IRS). Testifying before the committee were Commissioner for Wage and Investment and Chief Taxpayer Experience Officer for the IRS Ken Corbin; and Director, Government Accountability Office (GAO) Strategic Issues Team James R. McTigue, Jr.. The discussion centered on the audit rates of different taxpayers, backlog of tax returns and the taxpayer experience at the IRS. Please see full Memo below for more information.

• Dentons Flashpoint - May 19, 2022

  Key Takeaways - Turkey blocks quick accession of Finland and Sweden into NATO. Sri Lanka defaults on its sovereign debt. Mozambique declared a polio outbreak after identifying the first case of wild polio in the country since 1992. Analysis: Russian-Speaking Ransomware Gang Takes Aim at Latin America. Analysis: Ukraine War Update: Diplomatic Expulsions, War Crimes Trial, Azovstal POWs. Please see full Newsletter below for more information.

• IP+T Intelligence Newsletter - Q2 2022

  Section 1782: Discovery in Support of a Foreign Proceeding - Recent years have seen attacks on the trade secrets and intellectual property of U.S. companies. While foreign governments, corporate espionage, and cybersecurity grab the headlines, U.S. courts have increasingly forced companies to disclose valuable inside information even when no case is pending. Please see full Publication below for more information.

• 2022 NC Primary Election Update

  Primary elections were held across the state yesterday, as North Carolinians cast their ballots for various local, state and federal races. Originally scheduled for March 8th, the primaries were postponed by the North Carolina Supreme Court as part of the litigation challenging the new legislative and congressional maps approved by the North Carolina General Assembly. The North Carolina Supreme Court, in a 4-3 opinion that broke along party lines, rejected all three of the original maps and ordered the Republican leaders in the state legislature to redraw them. The replacement maps for the state House and state Senate were approved, but a three-judge panel rejected the redrawn congressional map and adopted an interim congressional map that will be used for the 2022 elections only. Please see full Publication below for more information.

• Dentons Flashpoint - May 17, 2022

  Key Takeaways - The US reactivates military deployments to Somalia to combat terrorists. Lebanese Hizballah and allies lose parliamentary majority. The EU lowers Eurozone growth forecast for 2022, down to 2.7 percent, from a previous estimate of 4 percent, citing the Ukraine war. Analysis: The Future of Agriculture: Smart Farming, Organic Farming and Risk. Analysis: Ukraine War Update: Ukraine Cedes Mariupol Control, Russia Backtracks on Finland and Sweden NATO Membership, Russian Military Commentator Acknowledges Setbacks. Please see full Newsletter below for more information.

• Privilege Newsletter: Investigations - Cooperating With The Government Without Waiving Privilege

  In response to a government investigation, the company has conducted a comprehensive internal investigation, taking steps necessary to establish and maintain applicable privileges and protections. The company now wants to cooperate with the government by providing information learned during its investigation, but it wants to avoid waiving privilege in doing so. Even more, it wants to avoid broad subject matter waiver over the investigation. It is axiomatic that facts are not protected by either the attorney-client privilege or the work product doctrine. Instead, the substance of communications, and related notes and summaries, may be protected by both the attorney-client privilege and the work product doctrine. Distilling non-privileged facts from privileged communications to prepare a presentation for the government can be challenging. If the company discloses the substance of identifiable privileged communications, there is a risk of waiver. Please see full Publication below for more information.

Featured documents

• Are Iowa statutes prohibiting referral sales programs constitutional?

  The Iowa Supreme Court held that the statutes prohibiting referral sales programs were constitutional. The legislature is free to enact statues that protect the public welfare and suppress fraud, and may constitutional regulate legitimate business that is detrimental to the public. The sales...

• Graber v. Prelin Industries Inc.

  he U.S. District Court held that the statute did not violate the due process rights of the executives at Prelin Industries. The executives claimed that they could not be summoned to South Dakota because they never personally entered the state or purposefully availed themselves of state laws....

• Are Master Industries distributorships securities for state law purposes?

  The Colorado Court of Appeals affirmed the lower court judgment finding Master Industries Distributorships to be securities under Colorado State law. The company produced motivational courses that were sold through an MLM structure that stressed the sale of distributorships to downline member more...

• Is the Louisiana state statute imposing criminal liability for promoters of "endless chain" schemes unconstitutionally vague?

  The Louisiana Supreme Court held that the state statute prohibiting "endless chain" schemes was not unconstitutionally vague because a person of normal intelligence could understand the statute. Though the statute was admittedly lacking clarity, it adequately appraised the general public of the...

• Forever Living Products v. Blannter

  The Court found that a company can be liable under the anti-trust laws for prohibiting its distributors from carrying competing products, but that the regular prerequisites in an anti-trust action apply in the MLM industry just like any other. To run afoul of the Sherman and Clayton Acts, a company'...

• When does the sale of memberships in a discount club cross the line into being an illegal pyramid scheme?

  The Missouri Court of Appeals held that the Membership Marketing did appear to be a pyramid-marketing program because the members were compensated based on the volume of additional membership sold, not on the amount of products or services consumed. Membership Marketing offered discounts on health...

• Is a pyramid scheme a consumer or business transaction for purposes of the Ohio Consumer Sales Practices Act?

  The Ohio Court of Appeals held that the Consumer Sales Practices Act regulates the operation of a pyramid scheme even if some people refer to the scheme as a business opportunity. Howard operated a pure pyramid scheme called the Circle of Eight. At a recruitment event, she convinced a couple to pay ...

• What is the proper definition of a security under New Mexico State law?

  The New Mexico Court of Appeals held that the definition of a security under New Mexico State law is the same a the definition of the Ninth Circuit in Glenn W. Turner, an investment of money with profits to come primarily from the efforts others. Using this definition of security, the Court held...

• Harrison v. Dean Whitter Reynolds, Inc.

  Kenning and Carpenter worked for Dean Witter Reynolds. They told over 100 clients (including Plaintiff Henderson) that, as Dean Witter employees, they had access to discounted municipal bonds and would buy them on behalf of "special customers." The "special customers" would pay Kenning or Carpenter ...

• What is the proper standard for determining defamation of a company's products?

  The California Court of Appeals held that to be considered defamatory, the speaker must have been acting with actual malice. Actual malice is present if the speaker knows the statement is false, or if he has serious subjective doubts about the truth of the statement. Clark published a book claiming ...