A Master Limited Partnership (MLP) is a publicly traded partnership (PTP). It is essentially a partnership, or a limited liability company (LLC) that has chosen partnership taxation, that trades on a public exchange (NYSE, NASDAQ, etc.) or over the counter market.
AAA Makes Substantial Revisions to Commercial Arbitration Rules
The American Arbitration Association (“AAA”) issued new Arbitration Rules and Mediation Procedures governing commercial disputes for AAA commercial arbitrations initiated on or after October 1, 2013. Arbitration proceedings filed prior to October 1, 2013 continue to be governed by the Arbitration Rules & Mediation Procedures amended and effective June 1, 2010. There are a number of significant changes to the Commercial Rules, many of which appear designed to add increased flexibility to the parties and retain arbitration’s promise of a streamlined, cost-effective alternative to traditional litigation.
Facebook Officially Joins S&P 500
After a secondary stock offering, Facebook officially joined the S&P 500, effective as of the close of trading on Friday, December 20. Facebook announced the secondary offering, consisting of 70 million shares of its Class A stock, on Thursday, December 19. Co-founder and CEO Mark Zuckerberg will sell 41.35 million shares; board member Marc Andreessen will sell 1.6 million shares; and Facebook is offering 27.05 million newly issued shares.
Simplification Package Contacts brings some improvement to the EU merger control process – but also increases the burden for business
On 5 December 2013, the EU Commission (the Commission) published revised versions of the filing forms that companies are required to fill out when asking the Commission to authorize a merger or acquisition under the EU Merger Regulation. Specifically, the Commission has revised (i) the standard “Form CO” filing form, (ii) the “Short Form CO” used in unproblematic cases under the simplified review procedure and (iii) the “Form RS” referral request form that merging companies can use to ask for permission to file a transaction below the EU filing thresholds to the Commission or, vice versa, to file a transaction caught by the EU Merger Regulation to specific Member States.
“Apple is not a bank”, says activist shareholder Carl Icahn
Since August 2013, the activist shareholder Carl Icahn – the second richest person in America and a man who made his fortune on Wall Street – has been pushing Apple to give some of its huge piles of dollars back to shareholders through a share repurchase program of up to around $150 billion.
CFTC Announces Cross-Border Substituted Compliance Determinations, Provides Limited Phase-In for Some Swap Requirements
On Friday, just ahead of the expiration of the CFTC’s exemptive order delaying the applicability of some CFTC swap regulations for non-U.S. swap dealers and foreign branches of U.S. swap dealers, the CFTC issued a press release and summary table announcing comparability determinations that will allow non-U.S. swap dealers and foreign branches of U.S. swap dealers to comply with local law instead of CFTC requirements in cases where substituted compliance is available under the CFTC’s cross-border guidance.
Corporate boards: A welcome change to a male-dominated world
Excessive executive compensation packages and pay-offs often occupy the business headlines. But in these last few weeks another corporate governance “elephant in the room” has dominated: under-representation of women on company boards.
For Whom the Bell Trolls
The United States is quickly becoming a far less hospitable environment for patent trolls. A so-called “patent troll,” or less derogatorily, a “patent holding company” is an entity whose sole business is amassing large portfolios of patents. The patents are often bought from companies on the verge of bankruptcy. 112 Penn St. L. Rev. 29, at 296. The patent troll has no interest in creating, manufacturing, or otherwise distributing any products, but rather seeks to target companies who are unknowingly infringing upon an existing patent which they own. Id. Besides attacking companies who have been using a product or technique for many years without any notice or contemplation of infringement, another common target is the budding young venture. A patent troll, knowing that an invention integrated into a new venture infringes on a patent it owns, waits until many millions of dollars have been invested in the venture before attacking the unsuspecting young company with threats of litigation. Id. at 299.
JPMorgan’s Madoff Deal: Are Banks Too Big To Jail?
JPMorgan Chase has tentatively agreed to pay around $2B to resolve a claim that it ignored signs of illegal activity on the part of Bernie Madoff, its former client. The settlement will include more than $1B in penalties to resolve the criminal case. Additionally, some portion will also go toward compensating Madoff’s victims.
This settlement centers on breakdowns of JPMorgan’s compliance system, and how the bank ignored red flag warnings relating to suspicious activity in Madoff’s accounts. Irving Picard, a trustee for Madoff’s victims, sued JPMorgan for $19.9B, accusing the bank of ignoring warning signs about Madoff. A judge dismissed all but $425 million in Picard’s lawsuit. An appeal of the ruling to the U.S. Supreme Court is pending.
Under the deal, JPMorgan will avoid criminal charges, but will enter a “deferred prosecution agreement,” where JPMorgan will agree that it broke criminal laws and that any criminal action will be deferred as long as the bank keeps a clean slate. No bank executives will be indicted. Manhattan prosecutors, including U.S. Attorney for the Southern District of New York, Preet Bharara, considered and rejected the idea of forcing the bank to plead guilty to criminal charges.
Arbitration Clauses in Corporate Bylaws: Forestalling Costly and Burdensome Shareholder Litigation
In American Express Co. v. Italian Colors Restaurant (June 20, 2013) (“Amex”), the Supreme Court reaffirmed that the Federal Arbitration Act (FAA) makes arbitration “a matter of contract,” requiring courts to “rigorously enforce arbitration agreements according to their terms. In Amex, Italian Colors Restaurant, along with other merchants, sued American Express in a class action lawsuit. The plaintiffs alleged that American Express violated antitrust law by compelling merchants to accept American Express credit cards and pay exorbitant rates.