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The U.S. Supreme Court unanimously shut a door it opened 25 years ago, holding that the question whether a regulation substantially advances legitimate governmental interests is not a proper inquiry in a takings claim.

Most M&A transactions that are structured as asset sales and that involve the acquisition of a going concern contemplate the assignment to the buyer of the seller’s rights under key executory contracts.

On September 27, 2013, California Governor Jerry Brown signed into law two bills adding additional requirements related to consumers’ personally identifiable information, including online accounts and activities.

Pursuant to Section 403 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), the Securities and Exchange Commission (the "SEC") has promulgated final rules requiring the electronic filing of beneficial ownership reports on Forms 3, 4 and 5 filed by officers, directors and principal security holders under Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act").

Continuing a trend of renewed focus on antitrust law, the Supreme Court recently agreed to hear two cases that should clarify the ability of a manufacturer to control the prices at which its products are resold in the distribution chain and the extent to which conduct subject to industry regulation is impliedly immune from antitrust law.

Sixteen years ago, the Delaware Chancery Court roiled America's boardrooms, and intrigued creditors with a single footnote — suggesting in the famous Credit Lyonnais case that when Delaware corporations reach the "vicinity of insolvency" (undefined, and often called the "zone of insolvency"), the fiduciary duties of their directors might expand to embrace the corporation's creditors.

On September 23, 2013, California Governor Jerry Brown signed a bill that adds a chapter on "Privacy Rights for California Minors in the Digital World" to the California Online Privacy Protection Act.

In a 5-4 decision in Massachusetts v. Environmental Protection Agency (No. 05-1120) (Apr. 2, 2007), the U.S. Supreme Court rejected EPA’s position that it does not have authority under section 202 of the Clean Air Act to regulate greenhouse gas ("GHG") emissions from new motor vehicles. EPA can now avoid regulating these emissions only if it determines that GHGs "do not contribute to climate change or if it provides some reasonable explanation as to why it cannot or will not exercise its discret

On February 20, 2008, the United States Supreme Court ruled in LaRue v. DeWolff, Boberg & Associates, Inc., et. al. that § 502(a)(2) of the Employee Retirement Income Security Act of 1974 ("ERISA") permits individual participants in defined contribution plans, such as 401(k) plans, to recover for losses to their individual accounts caused by breaches of fiduciary duties.

Since our June 2006 Alert, public scrutiny about the backdating of stock option grants has intensified on several fronts. The SEC, criminal prosecutors and the plaintiffs’ bar continue their broad sweep to catch companies and individuals who may have intentionally backdated stock option grants to award additional and undisclosed compensation via "in the money" stock options.

On August 4, 2005 the California Supreme Court handed down its long-awaited decision in Grafton Partners L.P. v. Superior Court (Case No. S123344). The Court unanimously held that a pre-dispute jury trial waiver was invalid as not authorized by the Legislature as required by the California Constitution. This holding applies to all existing and future pre-dispute waivers unless such waivers are authorized by statute.

On September 27, 2013, the CFTC issued three letters providing temporary relief.

On November 10, 2010, EPA issued guidance on permitting of greenhouse gas (GHG) emissions under the Clean Air Act (CAA).

The Department of Justice’s Antitrust Division (New York field office) recently sent letters to several of the largest, most powerful private equity firms seeking information about their auction practices when bidding for control of target companies.

The California Supreme Court issued a highly anticipated meal and rest period decision in John Paul Murphy v. Kenneth Cole Productions, Inc. on April 16, 2007. In a unanimous decision, the court announced that premiums owed to employees for missed meals and/or rest periods are "wages" subject to a three-year statute of limitations rather than a penalty subject to a one-year statute of limitations.