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Publications & Presentations

We encourage you to peruse this Publications & Presentations section for timely analysis and industry insights, including bylined articles, client alerts, white papers, practice and industry newsletters, audio and video broadcasts, featuring interviews with our lawyers, as well as case studies highlighting compelling legal challenges our clients have faced.

Also, please visit our Events page to learn more about upcoming seminars, CLE programs, and other presentations which may be of interest.

Recent Publications

“Blacklisting” Executive Order Stayed by District Court Judge
Authors: Julia E. Judish, Richard B. Oliver, Glenn Sweatt, Nathaniel Miller

On October 24th, 2016, United States District Judge Marcia A. Crone issued a preliminary injunction that suspends the implementation of certain portions of President Obama’s Executive Order 13673, called the Fair Pay and Safe Workplaces Executive Order, that otherwise would have gone into effect on October 25, 2016. Specifically, the court enjoined two key provisions in the new regulations that would require government contractors and subcontractors to report adverse labor law determinations and that would prohibit pre-dispute arbitration agreements regarding matters under Title VII of the Civil Rights Act and torts based on sexual assault or harassment. The new regulations, commonly called the “blacklisting” rule by opponents, could be used to preclude otherwise qualified government contractors from receiving awards of federal procurement contracts, as more fully described in Pillsbury’s August 30, 2016 Client Alert.

Appellate Division Review
Precedent-Setting Decisions in Insurance Law and FOIL
Source: New York Law Journal
Authors: Jay D. Dealy, Joshua I. Schlenger, Dina E. Yavich, The Honorable E. Leo Milonas, Andrew C. Smith

For many, the first Monday of October marks the beginning of a new season of court watching. But we who follow the Appellate Divisions know that precedent-setting decisions are always in season. Below are some of the late summer highlights from the four departments.

China Simplifies Its Legal Administration of Foreign Direct Investments
Understanding the New Filing for Recording System
Authors: David A. Livdahl, Jenny (Jia) Sheng, Amy Y. Liu

In order to implement the State Counsel’s decision issued on September 3, 2016 (State Counsel’s Decision), which simplifies the original substantive review and approval process (Approval System) to a new simple filing system (Filing System) for the establishment and any subsequent changes for eligible foreign invested enterprises (FIEs), the Ministry of Commerce (MOFCOM) issued the Interim Administrative Measures regarding Filings for the Incorporation and Changes of Foreign Invested Enterprises (Filing Measures) on October 8, 2016, after it published a draft version on September 3, 2016, for public comments. There are no substantial changes reflected in the final Filing Measures compared to the draft version.

Delaware Court of Chancery Applies Business Judgment Rule in a Controlling Stockholder Going-Private Transaction Despite Third Party’s Nearly 30% Higher Offer
Authors: Jonathan J. Russo, Justin D. Hovey, Nathaniel M. Cartmell III, Bruce A. Ericson, Naresh C. Lall

In Books-A-Million, the Delaware Court of Chancery dismissed a complaint challenging a controlling stockholder going-private transaction, holding that the transaction satisfied the standards of M&F Worldwide despite a third party’s 30% higher offer. The Court found no reasonable inference that the Special Committee acted in bad faith and compromised its independence because, among other things, (i) the Special Committee solicited third-party offers to better assess the value of the Company and the attractiveness of the controlling stockholder’s offer, and (ii) the merger consideration offered by the controlling stockholder for the minority of the Company’s shares fell within a rational range of a discount when compared to the third-party offer, which sought control.

Chinese Companies Use Publicly Listed Shares in Foreign M&A Transactions
Authors: Thomas M. Shoesmith, Julian Zou, Liang Tao

Overseas M&A activity by Chinese companies has skyrocketed in the last several years. Virtually all these acquisitions have been for cash, leading to a massive outflow of foreign exchange from China and financing issues for acquirers. Two recent deals suggest that PRC authorities for the first time are experimenting with allowing Chinese companies to use their highly valued public equity as consideration to buy US and other international companies.

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