Corporate & Commercial

中国正式发布《促进和规范数据跨境流动规定》

On March 22, 2024, nearly six months after the release of the “draft Provisions on Regulating and Promoting Cross-border Data Transfer” (the “Draft Rules”), the Cybersecurity Administration of China (the “CAC”) formally released the “Regulations on Facilitating and Regulating Cross-border Data Flow” (the “New Regulations”), which came into effect on the date of release.
Continue Reading China Issues Regulations on Facilitating and Regulating Cross-Border Data Flow

On March 29, 2024, BIS issued an interim final rule (IFR) updating and correcting its advanced computing and semiconductor regulations[1] published in October 2023 (which we discuss here in Episode III). This marks the third release of such semiconductor-related regulations since the key regulations were issued in October 2022 (which we discuss here in Episode I; and check out these posts here (Episode II) and here (Episode IV) for background).
Continue Reading China Semiconductor Export Regulations, Episode V – Updates and Corrections to the Advanced Computing and Semiconductor Regulations

Author and futurist Peter Zeihan recently asserted that President Joe Biden has presided over “the most protectionist administration the United States has had in at least a century.” And Donald Trump reportedly plans to double down on protectionism if elected in November 2024. By the way, Zeihan is also the guy who predicts that The End of the World is Just the Beginning. His theory is that the global economic and political order the United States built and maintained since WWII is collapsing.
Continue Reading The End of the World Order and the Rise of Trade Regulation

The research is clear. A good decision with a bad outcome is likely to be viewed – by others and by the decision-makers themselves – as a bad decision in hindsight. Equally so, a bad decision with a good outcome is likely to be viewed as a good decision in hindsight. Both views, however, are wrong – and, if allowed to persevere unchecked, can lead to all manner of flawed decisions going forward.

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Continue Reading Organizational Integrity Shorts: Good Plans that go Awry or why we Conflate Bad Outcomes with Bad Decisions

On December 11, 2023, the State Council of the People’s Republic of China announced its decision to amend the Implementing Regulations of the Patent Law of the People’s Republic of China (the “2023 Regulations”), marking the first update in over 13 years since the last amendment in 2010. The 2023 Regulations take effect on January 20, 2024. This article highlights some of the major changes introduced by the 2023 Regulations that patent practitioners should be aware of when managing their patent portfolio in China.
Continue Reading Highlights of Revised Regulations for Implementing Patent Law of China

Let’s say you’re a publicly traded manufacturer of a popular medical device, which you sell commercially as well as to a number of VA hospitals. You receive an anonymous internal hotline complaint alleging that certain unauthorized, reverse-engineered components were used in the manufacturing process and that certain quality tests were skipped in the interest of “efficiency.” You triage the complaint, do your preliminary diligence, determine the complaint isn’t frivolous, and launch a privileged internal investigation.
Continue Reading Organizational Integrity Shorts: Don’t Just Let the Dominoes Fall; Understand the Paths They Might Take

While most legal conferences may not be newsworthy, the American Bar Association’s National Institute on White Collar Crime is an exception. Indeed, the federal government’s chief law enforcers seem to treat this particular conference like tech companies treat industry conventions or product launches: a one-stop press tour/coming-out party held to unveil their next big initiative or program in the presence of hundreds of eager and invested onlookers. In this case, though, the onlookers just happen to be members of the national white collar defense bar.
Continue Reading DOJ Pilot Program for Whistleblower Rewards: The Latest Unveiling from the ABA’s National Institute on White Collar Crime

The United States Patent and Trademark Office (“USPTO”) and the United States Copyright Office (“USCO”) delivered a report to Congress entitled Non-Fungible Tokens and Intellectual Property on March 12, 2024 (“Report”). While the Report is comprehensive, it does not recommend any new action to address IP issues with NFTs.
Continue Reading The USPTO and USCO Delivered a Report to Congress on IP Issues with NFTs – Maintains Existing IP Regime

On February 29, 2024, the Biden administration issued a statement addressing the national security risks to the U.S. auto industry directing the Department of Commerce to conduct an investigation into Chinese made “connected vehicles” (CVs).
Continue Reading Department of Commerce Initiates Investigation into Chinese-Made “Connected Vehicles”: Potential Prohibitions on Certain Information and Communications Technology and Services

On Wednesday, March 6, 2024, the Department of Commerce, Department of the Treasury and Department of Justice issued another Tri-seal Compliance Note, focusing this time on the obligations of foreign based persons complying with U.S. sanctions and export control laws as well as recent enforcement actions. This may signal more scrutiny on the compliance of foreign companies which we have discussed here.
Continue Reading Guidance to Foreign Companies on Export Controls and Sanctions: Departments of Commerce, Treasury, and Justice Issue Tri-Seal Compliance Note on Foreign Based Persons’ Obligations to Comply with U.S. Sanctions and Export Control Laws

Beginning on January 1, 2024, the Corporate Transparency Act (the “CTA”) requires each domestic and foreign entity that qualifies as a “reporting company” to file a Beneficial Ownership Information Report (“BOIR”) with the Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), which discloses information about the reporting company, the reporting company’s beneficial owners, and the individuals who prepared and filed the formation/registration documents of the reporting company with the Secretary of State (if formed/registered on or after January 1, 2024).
Continue Reading The Corporate Transparency Act: Which Business Entities are Impacted and What is Required

In Ap-Fonden v. Activision Blizzard, Inc., C.A. No. 2022-1001-KSJM, 2024 WL 863290 (Del. Ch. Feb. 29, 2024), the Delaware Court of Chancery (McCormick, C.) declined to dismiss a claim alleging that the Board of Directors of defendant Activision Blizzard, Inc. (“Activision”) violated Section 251(b) of the Delaware General Corporation Law (the “DGCL”) by approving a draft merger agreement between Activision and Microsoft, Inc. (“Microsoft”) that was not sufficiently final. The Court held that to comply with Section 251(b), the version of a merger agreement the board must consider and approve need not be “execution ready” but must be “essentially complete.”
Continue Reading Delaware Court of Chancery Puts Practitioners on Notice Regarding Voting Formalities Around Merger Agreements

On January 1, 2024, the Corporate Transparency Act (the “CTA”) became effective. For the first time, all US and foreign entities that are determined to qualify as “reporting companies” will be required to report to the U.S. federal government certain company information, including information identifying the individuals who directly or indirectly own or control the entity and the individuals who prepared and filed the formation/registration documents of the reporting company with the Secretary of State (if formed/registered on or after January 1, 2024).
Continue Reading The Corporate Transparency Act and Foreign Entities: What You Need to Know and How We Can Help

In Palkon v. Maffei, C.A. No. 2023-0449-JTL, 2024 Del. Ch. LEXIS 48 (Del. Ch. Feb. 20, 2024) (Laster, V.C.) the Delaware Court of Chancery considered whether a controlling stockholder’s approval of transactions reincorporating two Delaware corporations in Nevada is subject to entire fairness review where there was a lack of procedural protections that would give the approval of the transactions the patina of arms-length bargaining. Because the stockholders’ derivative complaint contained allegations that (if true) established that the disputed transactions adversely affected investor protections, the Court of Chancery applied the inherently-factual “entire fairness” standard of review and denied the defendants’
Continue Reading Delaware Corporations Must Employ Procedural Safeguards When Approving a Reincorporation that Could Benefit a Controlling Stockholder to Avoid Entire Fairness Standard of Review