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In Antitrust / Competition

United States: 2024 HSR Notification thresholds announced

by , , , , and 3 Mins Read

The Federal Trade Commission has just announced its annual adjustment to the notification thresholds that determine whether proposed transactions may trigger a filing obligation under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended. The corresponding adjustments to the HSR filing fee schedule also were included in the announcement. The adjusted notification thresholds and filing-fee schedule will apply to transactions that close on or after the effective date, which will be 30 days after publication in the Federal Register and no earlier than 26 February 2024.

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In Product Regulation & Liability

United Kingdom & United States: Healthcare & Life Sciences patent enablement and what it means for your transactions or litigation

by , and 1 Min Read

The requirement that an inventor provides an enabling disclosure of their invention in exchange for patent protection lies at the heart of the patent system and is a central consideration for organizations across innovative sectors, especially those in life sciences and pharmaceuticals. This webinar delves into the dynamic landscape of patent enablement and plausibility standards, comparing and contrasting the nuanced approaches adopted in the US and Europe. In this session, we will discuss these recent developments, with a special focus on what they mean with respect to licensing, M&A and other transactions in the healthcare space and how you can anticipate issues as they arise in deals.

In Tax

United States: Banks can look to Generally Accepted Accounting Principles in determining whether a debt is “worthless”

by and 12 Mins Read

On 28 December 2023, the Treasury and the IRS issued a notice of proposed rulemaking regarding whether a debt instrument is worthless for US federal income tax purposes under Code section 166 (the “Proposed Regulations”). The Proposed Regulations would update the standards under Treas. Reg. § 1.166-2 used to determine when debt instruments held by regulated financial companies or members of a regulated financial group are conclusively presumed worthless.

In

United States: More guidance, more privacy notices, are you drafting yours for Washington?

by 2 Mins Read

Organizations subject to the Washington State My Health My Data Act (generally any organization with physical premises in Washington, and many organizations without it) are preparing for compliance by 31 March 2024. And should, in addition to the overall compliance requirements and immediate action items, be aware that the Washington Attorney General updated its guidance on the requirements for a consumer health privacy policy.

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In ESG

United States: New California Law Mandates Disclosure about Voluntary Offsets and Climate Claims

by , and 1 Min Read

Much of the focus around climate legislation coming out of the latest California legislative session has been on new, far-reaching requirements pertaining to disclosure of climate data and climate-related financial risk. However, California also adopted a third law related to climate change last year – AB 1305 – which has received somewhat less attention but may well have a wider and more immediate effect. Intended to address greenwashing claims, particularly related to voluntary carbon offsets (“VCO”), the Voluntary Carbon Market Disclosure Act mandates disclosure by entities that: (1) sell VCO credits in California; (2) buy or use VCO credits sold in California; and/or (3) make climate claims about corporate performance or products.

In Tax

United States: Treaty allows for foreign tax credit against net investment income tax

by and 4 Mins Read

In Christensen v. United States, the Court of Federal Claims held that a husband and wife could credit French income taxes against their US net investment income tax. Christensen has an immediate and direct impact on taxpayers who are subject to the 3.8% net investment income tax.
Taxpayers who pay the net investment income tax and who reside in treaty jurisdictions should review their treaty positions and evaluate their ability to claim foreign tax credits under an applicable treaty for prior years and going forward.

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In Tax

United States: Notice 2023-80 – When the US tax code meets Pillar Two

by , , , and 1 Min Read

On 11 December 2023, Treasury and the IRS issued Notice 2023-80 (the “Notice”), which represents the US government’s first attempt to address the US federal income tax implications of Pillar Two. The Notice provides guidance on certain foreign tax credit and dual consolidated loss issues that arise in the context of Pillar Two. The Notice also extends the period of relief for the 2021 final foreign tax credit regulations until more guidance is issued.

In Tax

United States: Potentially fraudulent ERC claims result in across-the-board processing delays

by , and 7 Mins Read

Potentially fraudulent employee retention credit (ERC) claims are an issue of great concern to both Congress and the IRS, resulting in civil and criminal investigations of certain “ERC mill” promoters. Larger employers have seen these kinds of claims arise in due diligence when looking to purchase a smaller company. We discuss actions taken by the IRS to combat potentially fraudulent claims.

In Antitrust / Competition

United States: DOJ and FTC issue final merger guidelines

by , , , , , , , , , and 11 Mins Read

On 18 December 2023, the Antitrust Division of the US Department of Justice (DOJ) and the Federal Trade Commission (FTC) jointly issued their highly anticipated final version of the 2023 Merger Guidelines . The issuance of the Guidelines follows the agencies’ release of draft guidelines in July and the conclusion of a public notice-and-comment period. The Guidelines set out how the agencies assess whether mergers and acquisitions threaten anticompetitive harm in violation of US antitrust laws.

Most notably, the newly issued Guidelines retained the lower thresholds for establishing presumptions of anticompetitive harm — including if the merger gives the combined firm more than 30% market share. Additionally, the Guidelines outline a holistic approach for analyzing vertical mergers.

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