Insights

Deadline Approaching for Compensation Committee Charter Amendments

May 23, 2013 | Skadden, Arps, Slate, Meagher & Flom LLP | Brian V. Breheny, Richard J. Grossman, Neil M. Leff, Regina Olshan, Erica Schohn, Joseph M. Yaffe, Michael R. Bergmann, Andrew J. Brady, Kristin M. Davis, Berit R. Freeman, Alessandra K. Murata, Timothy F. Nelson, David C. Olstein, Audrey J. Murga

Compensation committees have until July 1, 2013, to ensure that company charters comply with the new NYSE and Nasdaq listing requirements approved by the SEC earlier this year. Under the amended rules, committees must consider all relevant factors to determine a potential adviser’s independence from the firm's management.

HMRC Turns Up the Pressure on UK LLPs

May 22, 2013 | Skadden, Arps, Slate, Meagher & Flom LLP | James Anderson, Chris Hutley-Hurst

Her Majesty's Revenue & Customs recently announced plans to introduce new U.K. tax rules for partnerships and, in particular, LLPs. The proposals seek to (1) remove automatic self-employed status and (2) counteract certain profits schemes, in each case where there are perceived income tax advantages for U.K. taxpayers.

'Comcast Corp. v. Behrend': Yet More Rigor for Certifying Class Actions

May 21, 2013 | New York Law Journal | Shepard Goldfein, James A. Keyte

French Autorité de la Concurrence Fines Sanofi €40.6 Million for Denigrating Competing Generics

May 21, 2013 | Skadden, Arps, Slate, Meagher & Flom LLP | Simon Baxter, Frederic Depoortere, Ingrid Vandenborre, James S. Venit

On May 14, 2013, the French Autorité de la Concurrence fined Sanofi-Aventis France €40.6 million for abusing its dominance in the market for the cardiovascular drug Plavix. With this decision, the Autorité has once again fined a drug manufacturer for defaming the products of a competing generics company and confirmed that the Autorité remains focused on facilitating generic entry.

OIG Releases Updated Provider Self-Disclosure Protocol

May 21, 2013 | Skadden, Arps, Slate, Meagher & Flom LLP | John T. Bentivoglio, Jennifer L. Bragg, Michael K. Loucks, Gregory M. Luce, Alexandra M. Gorman, Gregory L. Shiferman

On April 17, 2013, the Office of the Inspector General of the U.S. Department of Health and Human Services released an updated Provider Self-Disclosure Protocol (SDP). The updated SDP is intended to provide disclosing parties with a better understanding of time frames, requirements and potential post-disclosure resolutions, as well as to streamline and expedite the disclosure process. However, some of the new provisions will discourage companies and individuals from participating in the already infrequently used process.

Extension of UK Takeover Code Jurisdiction

May 16, 2013 | Skadden, Arps, Slate, Meagher & Flom LLP | Michael E. Hatchard, Scott C. Hopkins

On 15 May, the U.K. Takeover Panel published its response to a consultation paper proposing to extend the U.K. Takeover Code's jurisdiction to now apply to all companies which have their registered offices in the U.K., the Channel Islands or the Isle of Man — regardless of their location of central management and control — if they are listed on a multilateral trading facility in the U.K., such as the Alternative Investment Market. The amendments will take effect on 30 September 2013.

Ranbaxy Resolves Criminal and Civil Charges Through Record Settlement

May 15, 2013 | Skadden, Arps, Slate, Meagher & Flom LLP | John T. Bentivoglio, Jennifer L. Bragg, Michael K. Loucks, Gregory M. Luce, Maya P. Florence

Charged with adulterating drugs, failing to file reports and making material false statements to the FDA, generic drug manufacturer Ranbaxy USA Inc. pleaded guilty to seven felony charges and agreed to pay $500 million to resolve criminal and civil False Claims Act liability. The largest drug-safety settlement with a generic drug manufacturer to date, the settlement demonstrates that the U.S. enforcement agencies overseeing the pharmaceutical industry intend to focus on manufacturing issues, not just advertising and promotion claims.

Tax-Efficient Capital Vehicles for Unregulated Utilities: REITs, MLPs and Up-Cs Considered

May 15, 2013 | Skadden, Arps, Slate, Meagher & Flom LLP | David F. Levy, Sean Shimamoto, Nickolas Gianou

With the future of renewable energy tax incentives uncertain and the traditional providers of renewable energy capital hard to come by, it is only natural that unregulated utilities have begun to consider alternate sources of capital for new projects. The three leading alternatives — real estate investment trusts, master limited partnerships and umbrella partnership C corporations — are promising capital vehicles, but they have a number of meaningful differences. The best choice for a given project will depend on a utility owner’s particular operating and financing model.

Toll Manufacturing Transactions: Trade Secret and IP Protection

2013 | Practical Law Company | Bruce Goldner, Jonathan Hillel

Protecting Trade Secrets and IP in Toll Manufacturing Agreements Checklist

2013 | Practical Law Company | Bruce Goldner, Jonathan Hillel