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Covington has a long history of developing comprehensive business and legal solutions for our clients’ most challenging business opportunities and disputes across North America. Recognized by the Financial Times as one of the top 40 most innovative law firms in North America, our teams throughout the firm help clients navigate complex international issues at the intersection of law and policy in the United States, Canada, and Mexico. Clients benefit from the combined experience of our more than 120 former government officials, diplomats and regulators who lend their expertise to our teams of litigators, regulatory lawyers and deal makers.

Internal investigations for an aircraft manufacturer

Led more than a dozen internal investigations for a military aircraft manufacturer, including drafting voluntary disclosures filed with the Departments of State and Commerce that were successfully resolved. Also developed export compliance plans for several of the company’s high-profile international projects.

International procurement capacity building

Through the United Nations Development Program, the International Senior Lawyers Project, and the U.S. Department of Commerce’s Commercial Law Development Program, we provide procurement law expertise and training to senior procurement officials of foreign governments including Liberia, Iraq, and Afghanistan to help those countries build capacity for conducting predictable and transparent procurements. This experience allows us to provide specific, knowledgeable advice to clients wishing to pursue procurements conducted by foreign governments.

JFK International Airport Cogeneration Facility

Represent Calpine’s JFK Energy Center (KIAC Partners) as project counsel, including in the original structuring and planning of the project, a $175 million combined bank facility and bond financing and a $250 million Rule 144A bond refinancing, structuring and negotiating numerous commercial contracts, and achievement of commercial operations.

Joint Venture for Creation and Launch of 120 Sports

Represented NHL in connection with its entry into a joint venture with Silver Chalice Partners, Sports Illustrated and Major League Baseball Advance Media for the creation and launch of 120 Sports, the first multi-sport, league-created digital network in the United States. In addition to MLB and NHL content, the digital network will include content from the NBA, NASCAR and a number of college conferences. The network is expected to offer 24/7 programming on an unauthenticated basis, including live sports highlights and related news programming.

Largest Suspension and Investigation in USAID's History

A voluntary disclosure to USAID by one of its largest not-for-profits led the agency to suspend the entity for potential false claims and lack of internal controls, resulting in the board of directors forcing the resignation of the entity’s leadership team and hiring our lawyers to resolve the matters. When the agency refused to lift the suspension due to the lack of trustworthy internal controls and the entity was on the brink of shuttering its doors, our lawyers successfully negotiated a grand bargain to transfer nearly all of the programs, assets, and employees to another not-for-profit and settle the False Claims Act (FCA) investigation.

Launch of the WWE Network

Represented WWE in the launch of the WWE Network, a direct-to-consumer, subscription-only, online video channel that will air round-the-clock programming, including new programs and matches, an on-demand service, WrestleMania, and a six-decades-deep library for $9.99 a month. This is one of the first sports “over the top” offerings in the United States and the transaction received a great deal of publicity as a result.

LinkedIn Privacy Class Action

Achieved dismissal of a putative class action against LinkedIn alleging violations of the Stored Communications Act and state law. The complaint asserted that LinkedIn disclosed LinkedIn user identification numbers and LinkedIn URL addresses to third party advertising companies, which allowed those companies to correlate the identity of a user with his or her previously anonymous Web browsing history.

IRS Disputes with Sports Clubs and Affiliated Cable Network

Negotiated highly favorable settlements with the IRS in the representation of a professional sports club in a $275 million dispute regarding stadium financing, player contracts, and broadcast agreements, and of a different club in a $300 million dispute regarding the club’s affiliated cable network.

Janssen Pharmaceuticals Hatch-Waxman Litigation

Representation of Johnson & Johnson subsidiary Janssen Pharmaceuticals in Hatch-Waxman litigation against Lupin relating to the Ortho Tri-Cyclen® Lo patent. After a full trial on the merits, the court held that the patent was valid and enforceable. We subsequently obtained a highly favorable settlement for our client.

Joint Ventures for Multiple Broadcast Clients

Representation of the first joint venture to provide Mobile Digital Television ("Mobile DTV") services in the United States in establishing a nine-company venture, as well as in negotiating a national joint venture with NBC, Fox and Ion Media to deploy this new digital service. This project has involved leading the negotiation of the Pearl Mobile DTV venture, leading the negotiation of certain programming and content agreements, and heading up public policy efforts with Congress, the White House, and the FCC.

Kayne Anderson Capital Advisors on a Range of Sports Lending Transactions and Other Investments

Represented Kayne Anderson Capital Advisors on a range of its lending transactions and other investments, including loans to (and other investments in) Sport 10 IP Limited, the holding company that owns all of Pelé’s marketing rights as well as the rights to all of Pelé commercial appearances.

Largest Media Rights Deal in NHL History

Represented the NHL in negotiating its 12 year, C$5.232 billion agreement with Rogers Communications for national broadcast and multimedia rights to NHL games, including the Stanley Cup Playoffs and Stanley Cup Final, in Canada. The agreement is the largest media rights deal in NHL history and one of the largest media rights deals, including the largest-ever sports-media rights agreement, in Canadian history.

LaRue v. DeWolff, Boberg & Assocs., Inc., 128 S. Ct. 1020 (2008) (counsel for amicus)

The U.S. Supreme Court held that a participant stated a colorable ERISA fiduciary breach claim for losses stemming from the alleged failure to implement investment directions for his 401(k) plan account. In a concurring opinion, Chief Justice Roberts cited our amicus brief for The ERISA Industry Committee in stating that such actions might need to be brought as benefits denial claims and subjected to exhaustion of administrative remedies.

Legislation granting visa access for New Zealand nationals

We represented the Embassy of New Zealand in seeking the passage of legislation that would permit NZ nationals to access trade and investment visas in the United States. Covington assisted the Embassy in devising a legislative strategy, drafting the legislation, and lobbying key members of Congress and the Administration.

Consumer Financial Protection and Practices

Advise numerous financial institutions and non-bank financial services firms on unfair, deceptive, or abusive acts or practices (“UDAAPs”), fair lending, overdraft programs, credit cards, installment loans, and other consumer credit products, payments and payment systems, military lending, and managing vendor and other third-party relationships.

Fintech Financial Regulatory and Data Privacy Compliance

Advise numerous financial technology and services companies, including consumer reporting agencies, payment processors, and technology providers, on issues related to consumer credit reporting, financial privacy and data security, payment processing and payment systems, and state licensing requirements.

$44 Million Breach-of-Contract Recovery for KBR

Recovered $44 million plus interest on behalf of Kellogg Brown & Root Services Inc. (KBR) in a highly-publicized breach of contract dispute with the United States Army regarding the allowability of private security costs. The U.S. Court of Appeals for the Federal Circuit unanimously affirmed a ruling by the Armed Services Board of Contract Appeals that held the Army breached its contractual obligation to provide physical security to KBR and its subcontractors during the Iraq War.

KKR and Texas Pacific Group Acquisition of TXU Corp.

KKR and Texas Pacific Group in securing the necessary FERC and NRC approvals for the successful acquisition of TXU Corp. for $45 billion, the largest leveraged buyout in history. The acquisition of TXU included its large fleet of generation assets in Texas as well as transmission and distribution facilities. We also provided counsel on energy regulatory, climate change, government affairs, and public policy matters. The acquired company is now Energy Future Holdings.

$3.6 Million Jury Verdict in Favor of World Marketing, Inc. in Trademark Dispute

Won a $3.6 million jury verdict in California federal court after a jury found that apparel giant Quiksilver, Inc. willfully infringed World Marketing, Inc.’s longstanding federally registered “VISITOR” brand. Following a six-day jury trial, the eight-member jury unanimously found that Quiksilver willfully infringed World Marketing’s brand after launching its clothing and apparel brand VSTR, which it pronounced “visitor.” World Marketing, a family-owned company based in New York, has been selling clothing and apparel under its registered VISITOR trademark for more than 20 years, including at stores like Saks Fifth Avenue, Macy’s, and Men’s Wearhouse.

3rd Party Access to Distribution Resources and Required Retail Market Structure

Major national retail electricity supplier on the rules regarding 3rd party access to distribution resources and the retail market structure required to facilitate robust electricity supply competition in a dozen states including Texas, Pennsylvania, Illinois, Maine, Maryland, New York, Massachusetts and Ohio.

$52 Million Jury Verdict for Caliper Life Sciences in Trade Secret Misappropriation

Representation of Caliper Life Sciences in which we secured a $52 million jury verdict of trade secret misappropriation in California state court related to microfluidics technology. Two related patent infringement cases settled shortly thereafter on terms favorable to our client.

Acquisition of A123 Systems by Wanxiang America

Advised Wanxiang America’s purchase of substantially all of the non-government business assets of U.S. battery maker A123 Systems, Inc. On Jan. 28, 2013, CFIUS approved that transaction, valued at $256.6 million. Covington represented Wanxiang America in securing CFIUS approval. A123 makes lithium ion batteries for electric cars.

Legislative Victory in a 2016 FDA Nutrition Facts Panel Rule

When the 2016 Nutrition Facts Panel final rule required manufacturers to submit evidence demonstrating that their products met new standards, our client, a Midwestern food ingredients company, immediately complied. However, they were told the FDA would not be able to review the data in time to renew the company’s contracts. Faced with losing its domestic customers for its flagship products, we organized a robust appropriations strategy involving a series of high-level communications. Through our efforts, the FDA delayed compliance long enough to allow for due process. The company was able to swiftly renew its contracts with its biggest customers.

Victory for UCB against multiple Plaintiffs at District Court and Federal Circuit

Representation of UCB in patent litigation trial against over a dozen generic drug companies in the District of Delaware. The generic drug companies contended that the patent covering UCB's blockbuster anti-epileptic drug, Vimpat®, was invalid. Chief Judge Stark ruled in UCB’s favor in a 95-page opinion. The decision was later affirmed by the U.S. Court of Appeals for the Federal Circuit.

Representation of Microsoft in Landmark Case Involving Data Stored Abroad

Successfully challenged U.S. government warrant seeking data stored in Ireland. After a favorable decision from the Second Circuit—and while the Supreme Court was reviewing the case—Congress enacted the CLOUD Act, a modernized framework for cross-border data requests. See United States v. Microsoft Corporation, No. 17-2 (U.S.).

Advising Large Public Companies and Investors on Corporate Governance Matters

Represented boards in the pharmaceuticals, consumer goods, health insurance, home equipment, advertising, motor vehicles, network communications, and technology industries as well as hedge funds, public pension funds, and other investors with respect to corporate governance developments regarding board and committee composition, crisis management, cybersecurity, internal controls, shareholder proposals, proxy access, political spending, and other sensitive disclosures and similar matters.

Advising on domestic sourcing compliance under subgrants and state and local agreements

Advised multiple for-profit clients about domestic sourcing requirements imposed under subgrants and state and local agreements through various Departments of Transportation and Energy appropriations, New Jersey Buy American requirements, and the American Recovery and Reinvestment Act of 2009.

Agricultural manufacturer global relationship building

We assisted one of the world’s largest manufacturers of agricultural equipment in establishing and strengthening relationships with key constituencies in the United States, Africa, and South America, including with relevant government officials and international NGOs. With our knowledge of global development programs and agricultural initiatives, we helped identify future markets and consumers through relationships with U.S. and non-U.S. government officials as well as international NGOs.

Advocating On Behalf of Clients Before Congress

Advocating on a variety of legislative and policy issues before Congress on behalf of major corporations and industry associations, including United Airlines, Union Pacific Railroad, Associated of General Contractors, American Association of State Highway and Transportation Officials, Association of Equipment Manufacturers, and U.S. Custom Harvesters.

Antidumping and Countervailing Duty Proceeding for Freight Railroad Company

We represented a freight railroad company in an antidumping and countervailing duty proceeding at the International Trade Commission covering certain intermodal containers from China. We assisted the company in successfully opposing the imposition of antidumping and countervailing duties on the Chinese containers.

AOL Privacy Class Action

Achieved dismissal of a putative class action against AOL alleging violations of the Wiretap Act, Video Privacy Protection Act, and numerous state laws. The suit alleged unauthorized collection of personal information from the plaintiffs’ computers using “Flash cookies” and unlawful disclosure of video viewing information to third parties.

Arms Export Control Act - third party beneficiary claims

Our client sold microchips under a U.S. Air Force Foreign Military Sales (FMS) transaction to a foreign ally’s defense ministry, in a “back-to-back” sale under the Arms Export Control Act (AECA), in which the Air Force purchased the microchips from our client and then sold them in turn to the foreign defense ministry. The foreign defense ministry then sought to present warranty claims directly against our client, claiming to be a third-party beneficiary under our client’s contract with the Air Force. We waged successful litigation in federal trial and appellate courts raising issues of first impression, which established that third-party beneficiary claims are not available, given the public policy and intent of the AECA.

Assisting clients with VA Schedule contracts involving medical equipment and pharmaceuticals

Assisted numerous clients with matters arising under U.S. Department of Veterans Affairs schedule contracts, blanket purchase agreements, and related national agreements, including matters relating to price reporting, drafting of proposals, interactions with federal employees, small business subcontracting, and compliance with other commercial-contracting requirements.

Assisting with cost classification determinations and implementation of subaward negotiation requirements

Advised global nonprofit organization on the appropriate classification of proposal costs claimed in connection with extensions of existing contracts and grants, as well as requirements relating to negotiation of profit under sole-source subawards for commercial items.

Assisting with review and overhaul of FSS pricing model

We advised a large technology reseller in conducting a review and revision of its pricing practices under its Federal Supply Schedule (FSS) contract with the U.S. General Services Administration (GSA). In addition to identifying and addressing potential pricing irregularities, we successfully guided the company through an overhaul of its Commercial Sales Practices Format (CSP-1) disclosure and convinced the GSA to permit our client to implement an alternative pricing model that greatly reduced administrative burdens.

$1 Billion in Real Estate Formations

Representation of Hampshire, a privately-owned real estate investment manager, and its affiliates in connection with the formation of multiple related funds and private REITs for U.S. and foreign institutional investors with more than $1 billion of aggregate committed capital focused on investments in U.S. commercial real estate.

Advised UK-based Clinical AI Company Sensyne Health

Advised Sensyne Health, a UK-based clinical AI company, on: a collaboration with Bayer to analyze patient data from the UK National Health Service using Sensyne’s clinical artificial intelligence platform and apply the findings to Bayer’s cardiovascular disease pipeline; Jefferson Health to evaluate the clinical and commercial potential of its GDm-Health™ system in the United States; novel strategic research and data processing; and agreements with the Chelsea and Westminster Hospital National Health Service (NHS) Foundation Trust, the Oxford University Hospitals NHS Foundation Trust, and the South Warwickshire NHS Foundation Trust.

Advice on the monitoring of employee communications

Conducted a pan-European and selective U.S. survey of laws and regulations affecting an employer’s right to monitor employee’s Internet use and review electronic communications. We have also advised numerous clients on the law governing call recording and access to (and disclosure of) employee e-mail, including in connection with several personal crises and actions.

Advising clients on pricing and contracting under Veteran’s Health Care Act programs, including VA FSS, 340B, and Tricare

Advice to numerous clients regarding compliance with the statutory and contractual pricing obligations under the Veteran’s Health Care Act (VHCA), including performing gap analyses, providing policies and training, and assisting with investigations and disclosures.

Advising clients regarding anti-human trafficking compliance

Advised multiple clients concerning the Federal Acquisition Regulation’s anti-human trafficking requirements, which were expanded in early 2015. Our advice has included creating employee policies and trainings to facilitate compliance and developing contractor compliance plans that, among other things, provide tools for monitoring subcontractor adherence to human trafficking prohibitions.

Advising clients on the negotiation and performance of contracts with the Biomedical Advanced Research and Development Authority, the Defense Threat Reduction Agency, and the National Institutes of Health

Advised multiple clients on matters arising from their negotiation and performance of manufacturing and research and development contracts relating to various pandemic and Chemical, Biological, Radiological and Nuclear (CBRN) threats, including matters relating to government indemnification or liability protection for unusually hazardous risks, compliance with cost standards and principles, and protection of intellectual property.

BAIC and WFUM Solvent Schemes

Represented clients, including Exxon Mobil Corporation, Goodrich, Goodyear, and Textron in opposing efforts by solvent London Market companies to use so-called “solvent schemes of arrangement” to curtail their coverage obligations to policyholders facing long-tail liabilities, such as asbestos, silica, or environmental claims.

Successfully Represented Communications Manufacturer in Proposed Debarment Before GSA

Represented a manufacturer of lightweight communications supplies that had been proposed for debarment by the General Services Administration ("GSA"). After obtaining an emergency waiver of the proposed debarment, which enabled our client to continue filling new orders, we filed a formal written response that convinced GSA to terminate the proposed debarment.

Hatch-Waxman Victory for Omeros Corporation

Representation of Omeros Corporation in Hatch-Waxman patent litigation against Par Pharmaceutical concerning Par's application to make a generic version of the drug Omidria®, a combination drug solution used to maintain pupil dilation during cataract surgery and reduce post-operative pain. The case involved Omeros' only approved drug. Following trial, Par settled the matter on favorable terms for Omeros.

Cable One Privacy Class Action

Achieved dismissals of three putative class actions against Cable One, a cable and Internet service provider, in litigation involving claims under the Wiretap Act, the Computer Fraud and Abuse Act, and related state laws. The litigation arose out of a third party’s test of a system using “deep packet inspection” for the purpose of serving targeted advertisements.

Canadian IP trade dispute

Life sciences companies are being negatively impacted as a result of patent practices in Canada that are leading to the premature invalidation of pharmaceutical patents. We represent a major life sciences company in a dispute under the North American Free Trade Agreement (NAFTA) seeking compensation for losses suffered by Canada’s internationally inconsistent patent practices.

Case of first impression arising from an FMS contract

Represented a U.S. electronics manufacturer in federal trial and appellate courts against contract claims by a foreign sovereign government asserting third-party beneficiary rights under a Foreign Military Sales (FMS) contract. The case raised issues of first impression under the Contract Disputes Act and Arms Export Control Act (AECA).

Changes to NYSE Rules for Banks and Broker-Dealers

Represented a leading global provider of investor communications and technology solutions in connection with its pursuit of specific changes to NYSE rules regarding the distribution of proxy materials on behalf of banks and brokers. Covington interacted with the SEC and NYSE staff and successfully persuaded the bodies to include the provisions advocated by our client.

Charlesbank Capital Partners Investments

Represented Charlesbank in its investment in Universal Technical Institute, in its acquisition and sale of Aurora Organic Dairy, in its acquisition and sale of The GSI Group, in acquisitions of Zenith Products, The Horn Companies, Cedar Creek Lumber, and Peacock Engineering Company, in its sale of American Tire Distributors, and in its formation of Blacksmith Brands, which purchased the Efferdent, Luden's and PediaCare brands from Johnson & Johnson, and subsequent sale of Blacksmith Brands to Prestige Brands.

Charlesbank in Acquisition of OTC Consumer Products Brands

Represented Charlesbank Capital Partners in the formation of Blacksmith Brands and its acquisition of five OTC consumer products brands, Efferdent, Effergrip, Luden’s, Nasalcrom and PediaCare, from McNEIL-PPC and subsequent $190 million sale of Blacksmith Brands to Prestige Brands Holdings, Inc.

Compliance program for a defense company

Developed a major defense company’s comprehensive export controls compliance best-practices manual covering a range of export control topics. We seconded one of our associates to the company’s core export compliance organization to work on this project, which required synthesizing existing company compliance material and standardizing export compliance practices across a diverse group of businesses.

Cutting-edge cost allowability victory

Successfully represented a major defense contractor, through trial and decision, in board of contract appeals litigation involving the allowability of private security costs allegedly incurred in connection with providing logistical support to the U.S. military during the Iraq War. The case raised cutting-edge cost allowability, contractor-on-the-battlefield, and statute of limitations issues.

Deep experience

We have represented clients in numerous other congressional investigations and oversight hearings, including a major internet services company in an investigation of its practices abroad, a chemical manufacturer in an investigation of the safety of its products, an insurance company in a hearing on the federal long term care insurance program, a financial services company in an investigation of credit card terms, and drug companies in investigations concerning such matters as payments to doctors, marketing practices, generic approvals, drug importation, and drug safety.

Addressing Regulatory Enforcement Actions

We have addressed regulatory investigations and enforcement actions from regulators in the United States, Europe, and Asia following data breaches. These have included investigations or formal enforcement proceedings brought by the Federal Trade Commission, State Attorneys General, and the Securities and Exchange Commission in the United States, and by data protection authorities and sector-specific regulators across Europe and Asia.

Eight-Year FCA Investigation Ends with Declination

Press reports accusing our client of using inflated labor categories on a billion dollar contract triggered an eight year False Claims Act (FCA) investigation. Eventually, our appeal to senior attorneys at the U.S. Department of Justice’s Civil Division brought an end to the FCA investigation and cleared the way for the client to negotiate an administrative settlement with the contracting agency resulting in a net payment to the client of millions of dollars.

Financial services investigation

We represented a major financial services company in congressional investigations concerning the documentation of residential foreclosures. Conducted by the House Committee on Financial Services and the House Committee on the Judiciary, the investigations included document requests, interrogatory responses, and an oversight hearing. A significant complicating factor was widespread private and state attorneys general litigation on the same subject matter.

Global assistance to international corporations on government procurement

One of the world’s largest manufacturers of civilian aircraft wanted to promote its foreign direct investment and expand access to government procurements in the United States and Latin America. We supported the company’s increased engagement in Washington, achieving notable recognition by U.S. policymakers at the most senior levels of government. We also advised on U.S. trade policy, export credit programs, and market access issues.

Global compliance

Conducted a detailed review of the human resources operations of a large pharmaceutical company to assess compliance with data protection and privacy laws and regulations in both the U.S. and EU, in anticipation of possible certification under the U.S.-EU Safe Harbor regime. Our extensive written report described potential compliance issues and recommended specific remedial actions.

Global privacy assessment

On behalf of one of the world’s leading consumer electronics and technology companies, we completed a comprehensive global privacy audit under the laws of the United States, the European Union, and China, including an assessment of the data collection, use, and sharing practices of numerous business units (including HR data), cross-border data transfers, and adopting a going-forward privacy governance and risk-management approach and corresponding policies and procedures.

Pepco Holdings, Inc. in its $1.7 billion sale

Represented Pepco Holdings, Inc. in its sale to Calpine Corporation of its Conectiv Energy segment for approximately $1.7 billion. This transaction included the sale of 19 power generation plants in five states. In the approximately 10 weeks between contract and closing, we addressed and resolved over 200 significant title defects that required everything from bringing a quiet title action to negotiating multiple third-party easements and options, to obtaining mortgage indenture releases. Construction activities were ongoing at most of the plants, including Conectiv’s new 565MW plant in Delta, Pa., which was not yet operational. This required resolution of challenging transfer issues including mechanics lien title coverage under the varying lien laws of multiple jurisdictions.

Persuaded IRS Appeals to Reverse Proposed Adjustments of More Than $250 million

On behalf of a national healthcare company, persuaded IRS Appeals Division to reverse, in their entirety, over $275 million of proposed adjustments related to the company’s income accruals. Following resolution, IRS Examination Division agreed to no longer raise the issue and to skip auditing the taxpayer for at least a year.

Persuaded the IRS Examination Division to Close Out Transfer Pricing Audit With No Adjustment

Persuaded the IRS Examination Division to close out with no transfer pricing adjustment an audit involving a novel transfer pricing methodology and intercompany transactions in excess of $1.5 billion and to skip auditing the company for the next two years. The issues under audit were considered by a senior team of three government economists and nearly a dozen agents.

Pharmaceutical public policy and government affairs

We advise a major pharmaceuticals and health care products company on a wide range of U.S. issues, including Medicare/Medicaid coverage and reimbursement matters related to medical devices, reauthorization of nutrition programs and food labeling policy and tax policy and assist them in advancing their domestic legislative and policy objectives. We also provide global public policy advocacy in countries around the world and in international regulatory bodies.

Tax Court Victory re: Expense Deduction Matter on Behalf of National Sports Team

Successfully litigated a matter before the Tax Court involving the taxable nature and deductibility of meal expenses on behalf of the Boston Bruins. The decision has implications for most national sports teams as well as other employers who provide meals to employees as a de minimis fringe benefit. Jacobs v. Commissioner, Tax Court Docket No. 019009-15.

Advised a number of large employers on fiduciary governance for their benefit plans

We have helped a number of employers restructure the committees that oversee their benefit plans, to streamline process, ensure compliance, and reduce risk. In addition to governance generally, we have helped plan fiduciaries manage company stock funds in their 401(k) plans, manage fees, and improve communications with plan participants and regulators.

Advised on groundbreaking “pension derisking” transactions involving billions of dollars, including the following:

Represented 21st Century Fox on a spinoff and termination of its pension plan, including the accompanying group annuity purchase.
Represented Verizon Communications on its pension plan’s $7.5 billion annuity purchase (one of the largest pension annuitization transactions in U.S. history), and successfully defended Verizon against an attempt by retirees to block the transaction in court.
Represented Fiduciary Counselors on two pension derisking transactions, each involving a transfer of over $500 million in liabilities to insurance companies.

Advised on the Restructuring of a Foreign Currency Hedging Program

Provided tax and commercial advice on the restructuring of a foreign currency hedging program to optimize the ability of client to utilize economic losses efficiently. Provide follow-on advice to prepare for potential audit and transactions to maximize regulatory benefit of deferred tax assets.

Advised one of the Largest Mutual Fund Families in the U.S.

Advised one of the largest mutual fund families in the U.S. on financial products issues affecting their funds and investors in their funds. In the past year we have advised on numerous specific products in which the funds have invested and on structuring issues related to a new type of actively managed exchange-traded fund.

Allergy Therapeutics on Alerpharma Acquisition and £20 Million Placing

Representation of Allergy Therapeutics plc, the AIM-listed specialty pharmaceutical company, in its acquisition of Alerpharma, S.A. a Spanish-based allergy immunotherapy company which previously spun out from Spanish biopharmaceutical company, Zeltia S.A. Covington also advised Allergy Therapeutics on its recent £20.8 million placing of ordinary shares with institutional investors. The proceeds of the placing are being used to progress the clinical development of the company’s lead product, Pollinex Quattro Grass, through to FDA approval and planned launch in the United States in 2019.

Association for Maximum Service Television, Inc. on Legislative and Regulatory Broadcast-Related Issues

Representation of the TV industry trade association, the Association for Maximum Service Television, Inc. (MSTV), with respect to legislative and regulatory issues affecting broadcast television service, including the congressionally-mandated transition to an all-digital television service in June 2009 and the FCC's preparation of the National Broadband Plan mandated by Congress in the American Recovery and Reinvestment Act of 2009.

AstraZeneca/Bristol-Myers Squibb diabetes alliance

Representation of AstraZeneca in its strategic diabetes alliance with Bristol-Myers Squibb, including with respect to collaboration arrangements for the development and commercialization of Amylin Pharmaceuticals’ portfolio of diabetes products following BMS’s acquisition of Amylin in a deal valued at $7 billion (approximately half the cost of which was borne by AstraZeneca).

AstraZeneca in $1.26 Billion Acquisition of Ardea Biosciences

Representation of AstraZeneca in its $1.26 billion acquisition of Ardea Biosciences. Under the agreement, AstraZeneca will pay $32 per share for all of the outstanding shares of Ardea. AstraZeneca is a global, innovation-driven biopharmaceutical business with a primary focus on the discovery, development and commercialization of prescription medicines for gastrointestinal, cardiovascular, neuroscience, respiratory and inflammation, oncology and infectious disease. Ardea is a biotechnology company based in San Diego, California, focused on the development of small-molecule therapeutics for the treatment of serious diseases.

BBVA in Acquisition of Simple

Representation of Banco Bilbao Vizcaya Argentaria, an international financial group based in Spain, in its acquisition of financial technology company Simple. The $117 million acquisition is part of BBVA's strategy to lead the technology-driven change that is transforming the financial services industry. According to Francisco González, Chairman and CEO of BBVA, Simple will reinforce BBVA’s “global digital transformation while BBVA will provide the means to help Simple maximize its outstanding growth potential.”

Bespoke Policy Development

When a newly formed government ministry in the Middle East was charged with developing “best-in-class” regulations, they turned to our policy experts and senior international advisors to design a regulatory system that would not only surpass global benchmarks, but would comport with the local legal system. Combining decades of government experience, key regulatory development, and local insight, our team delivered practical, implementable rules that are still in force today.

Biopharmaceutical Legislation Representation

Representation of coalition of innovative biopharmaceutical manufacturers during the multi-year process that led to enactment of the Biologics Price Competition and Innovation Act of 2010 (BPCIA). Played a similar role for the pharmaceutical industry prior to enactment of the Hatch-Waxman amendments of 1984. Currently advising members of the pharmaceutical industry on FDA regulatory aspects of 21st Century Cures Act and the Senate’s Innovation for Healthier Americans initiative.

Broadcasters on Range of Legislative Issues

Representation of broadcasters on a range of legislative issues, including media ownership and the digital television transition. When the FCC proposed to increase the number of stations a network could own, Covington led the effort to urge Congress to adopt a special provision reversing the FCC. On behalf of broadcasters, we have been deeply involved in drafting every provision affecting the digital television transition over the past decade. Our long involvement in these issues before the Commission enable us to contribute effectively and efficiently to the debate before Congress.

Broadcasters, Washington Post, and NFL on Broadband Matters

Advised local broadcasters, which have unique content in many markets, as they explore deals to move their content to broadband platforms, advised the Washington Post, and worked for many years with the NFL on a range of important communications and media issues, including debates on Sunday Ticket, importation of distant signals, and Internet gambling.

BSA in Major Domestic and International Copyright Law Reform Efforts

Advise Business Software Alliance in most of the major domestic and international copyright law reform efforts resulting from the advent of the digital age, including the U.S. Digital Millennium Copyright Act, the WIPO Treaties, the EU Copyright Directive, the EU Software Directive, implementation of the TRIPS Agreement, and amendments to existing copyright laws in over 30 countries worldwide.

Capacity Formation Market in Midwest Independent Transmission System Operator

Represent Comverge, Wal-Mart and Leggett & Platt, large commercial and industrial electricity consumers, before FERC in a matter involving the formation of a capacity market in the Midwest Independent Transmission System Operator (MISO). We intervened in the matter and pressed arguments for the broadening of the MISO capacity market proposal.

Chemtrade in the Real Estate aspects of its $860 Million Acquisition of General Chemical Corp.

Advised Chemtrade in the real estate aspects of its $860 million acquisition of General Chemical Corp., which included more than 40 chemical manufacturing facilities nationwide. The work involved negotiating extensive easement agreements, land transfers and access rights, and financing, including mortgaging more than 20 of the newly acquired sites. The cleared title matters improved the marketability of title.

China Investment Corporation Purchase in AES Corporation

China Investment Corporation (CIC), a large sovereign wealth fund created by the People's Republic of China, on FERC and state (NY) energy regulatory issues with respect to its purchase of a 15% share in the AES Corporation, a large independent power producer of international scope with significant US electricity generation assets. Covington secured all necessary approvals for this transaction.

Coalition of Broadband Users and Innovators, including Microsoft, Google, and Consumer Groups before FCC and Congress

Led the Coalition of Broadband Users and Innovators, including Microsoft, Yahoo!, Google, eBay, and consumer groups before the FCC and Congress for policies that ensure that as broadband services are deregulated, these Internet content companies have the ability to reach their customers.

Cole Taylor Bank in Federal Reserve Board Investigation

Representing Cole Taylor Bank, now part of MB Financial, in Federal Reserve Board (and Illinois banking department) investigation and consent cease and desist/civil money penalty order alleging violations of consumer protection laws with respect to deposit products provided by the bank through a third party that offered financial aid refund disbursement services to higher education students.

Commercial Savvy

Our client, a major Middle East regional airline, issued an RFP for information technology services and a global ticket distribution arrangement. The Covington team, coordinated between our London and New York offices, deployed locally to manage the entire process—from receiving bids to negotiating the final contract valued at over one billion dollars.

COMPETE Representation in Federal and State Electricity Competition Issues

COMPETE, a major coalition of more than 680 electricity market participants including Exelon, PSEG, Wal-Mart, PPL Energy, Calpine, TXU Energy, Safeway, Tendril and Leggett & Platt on a wide range of federal and state electricity competition issues, including the structure of RTO markets and retail competition matters in numerous states including Texas, Pennsylvania, New Jersey, Illinois, Virginia, Michigan, California, Oregon, Wisconsin, Arizona and Ohio.

Complex Procurement

A government entity needed to purchase a large number of military vehicles. The procurement required contractors and technology from several jurisdictions and a long-term supply arrangement. From international trade controls and U.S. and EU military sales advice to commercial terms, Covington provided strategic direction as we simultaneously ensured that the documents met local and international requirements.

Compliance Program for Multinational Manufacturer

Developed a compliance program for a multinational manufacturer for registration and reporting under the U.S. Foreign Account Tax Compliance Act, including classification and analysis of its internal treasury and cash pooling functions and its consumer lending business, as well as integrating advice from foreign advisors into compliance program.

Complicated Inbound Transaction

Represented U.S. multinational corporation in a complicated inbound transaction where a foreign holding company “domesticated” by coming onshore and converting to a U.S. corporation. Critical elements in the transaction included (1) repatriation, and (2) preservation of and receiving credit for certain U.S. tax attributes arising from the group’s foreign operations, and (3) overall entity simplification in a tax efficient manner. U.S. tax issues involved the foreign tax credit, subpart F, the cross-border M&A rules, and foreign currency issues.

Congressional action on organic product marking

We helped a trade association obtain congressional reversal of a crippling federal court decision that would have compelled removal of the USDA seal from approximately 90 percent of organic products and that would have likely resulted in a market loss of nearly $1 billion in the first year after the ruling.

Congressional testimony advice for cable programming company

We advised an independent lifestyle programming channel on the effects of a potential Comcast/Time Warner Cable merger and assisted them in communicating their concerns to Congress and relevant federal agencies, including the Department of Justice, and the FCC. Covington’s work led to the channel’s then-CEO testifying before the Senate Judiciary Committee.

Coordinated monitoring and advocacy at the multinational, international and national levels

A highly innovative pharmaceuticals company was concerned about the public debate and policy proposals made to address antimicrobial resistance, as these could seriously curtail its future business. Working together with external partners, we monitor and participate in discussions at the G7, WHO, EU and national levels (in the UK and Germany), with several successes already at proposing alternative solutions more favorable to our client.

Copyright and Fair Use Advice and Counseling to Publishers

Provide general copyright and fair use advice and counseling to publishers such as the National Geographic Society, the Washington Post Company, and Zomba Music Publishing, to various television broadcast stations, and to a number of leading online business and media ventures including The Microsoft Network, USA Interactive, and the National Football League. Covington is also special intellectual property counsel to the Smithsonian Institution.

Corporate, Financial and Operational Matters for Borrego Solar Systems

Advising Borrego Solar Systems, Inc. on a variety of corporate, financial and operational matters in a dynamic and rapidly changing solar market. Borrego is one of the oldest and largest solar integrators in California with over 25 years of experience. We counseled Borrego on tax, regulatory and corporate matters related to power purchase agreement, engineering procurement and constructions contracts, operations and maintenance contracts and site access agreements on more than 30 projects.

Corporate Inversion Transaction

Advised regarding tax policy and legislative issues concerning the potential execution of a corporate inversion transaction. Tax issues considered included consequences for the corporation and its shareholders as a result of inverting, consequences for corporation going forward (including future deductibility of interest), and strategic considerations involving public and government reactions to an inversion of this magnitude in light of significant press attention and Congressional concern regarding these transactions.

Creation and launch of 120 Sports

Advised the NHL in connection with its entry into a joint venture with Silver Chalice Partners, Sports Illustrated and Major League Baseball Advance Media for the creation and launch of 120 Sports, the first multi-sport, league-created digital network in the United States. In addition to MLB and NHL content, the digital network will include content from the NBA, NASCAR and a number of college conferences. The network is expected to offer 24/7 programming on an unauthenticated basis, including live sports highlights and related news programming.

Credit Suisse AG in connection with Federal Reserve Board Investigation and Consent Order

Representing Credit Suisse AG in connection with Federal Reserve Board investigation and Federal Reserve Board Consent Order to Cease and Desist and Assessment of Civil Money Penalty with respect to allegations that Credit Suisse assisted U.S. taxpayers with opening of foreign accounts to avoid required U.S. tax reporting and related matters—and in connection with implementation of requirements of the Order.

Cross-border trade, anti-corruption, and data compliance

Advising a major petrochemical company regarding its establishment of an integrated compliance program, with particular focus on the areas of U.S. and European trade controls, anti-corruption, and data privacy. Our representation includes assistance with establishing a corporate compliance office, assessing risks in these areas, drafting the necessary policies and procedures tailored to company risks and operations, and implementing the program through training and assessment.

Debt/Equity Classification for $2 Billion Instrument

Obtained an appeals reversal of a transfer pricing adjustment involving more than $400 million of proposed adjustments, reversals of $285 million of subpart F income, and reversal of proposed earnings and profits adjustment of almost $300 million in connection with the debt/equity classification of a $2 billion instrument.

Defeated Claims for Museum of Fine Arts, Boston

On behalf of the Museum of Fine Arts, Boston, defeated claims by parties seeking to attach Persian antiquities in efforts to enforce a judgment against Iran, Rubin v. Museum of Fine Arts, Boston (1st Cir. 2013), and claim to Austrian expressionist painting, Museum of Fine Arts, Boston v. Seger-Thomschitz (1st Cir. 2010).

Drafted comments and testified at hearings on behalf of numerous clients

Prepared comments and testified at hearings on behalf of industry groups and individual clients on a number of proposed regulations that would significantly affect the design and administration of large employers’ employee benefit plans, including regulations issued by the U.S. Treasury Department, U.S. Department of Labor, and Department of Health and Human Services. In recent years, we have advised clients on rulemaking related to health reform, hybrid and other retirement plans, and fiduciary responsibility.

Ensuring fair international procurements for private companies

When a major Latin-American government’s procurement financed by the Inter-American Development Bank (IDB) appeared to lock out foreign competitors, a private company turned to us for advice and discreet action. With our knowledge of the country, and of IDB and other multilateral procurement regulations, and relationships with key officials, we were able to persuade the IDB to take quick remedial action which ensured the company a new opportunity to compete fairly in a new procurement with no damage to their relationships in Latin America.

ERISA litigation in the Supreme Court

Successfully handled important ERISA litigation in the Supreme Court, including Conkright v. Frommert, 130 S. Ct. 1640 (2010) (requiring deference to the plan administrator’s interpretation of a plan, even though the administrator had previously relied on provisions that were not properly added to the plan), and Kennedy v. Plan Adm’r for Dupont Sav. & Invt. Plan, 129 S. Ct. 865 (2009) (applying ERISA’s “plan document” rule to affirm unanimously a plan administrator’s decision to follow a beneficiary designation that gave rights to a participant’s former spouse, even though a divorce decree had stated that the former spouse gave up her rights).

Fair Credit Reporting Act (FCRA)

Advising several of the largest bank holding companies in the U.S. on compliance with the FCRA. Advising major consumer reporting agencies and trade associations on the requirement of the FCRA. Successfully representing numerous consumer reporting agencies and financial services providers in CFPB and FTC supervisory and enforcement actions relating to FCRA. Representing numerous firms in connection with the acquisition of FCRA-regulated businesses, including due diligence and preparation of merger and acquisition documents.

Multiple IPRs for Aristocrat Technologies Inc.

Representation of Aristocrat Technologies Inc. in patent infringement litigation brought by IGT on an array of patents directed to gaming devices. Covington prepared and filed IPR petitions on 11 patents, and Covington represented Aristocrat as the patent owner in four IPR proceedings initiated by IGT. The parties reached a favorable settlement ahead of the litigation.

Representation of Knappco in PTAB Proceedings

Representing Knappco, a subsidiary of Dover Corporation, in an IPR against CHS Inc. regarding systems and methods to reduce the potential for unintentional mixing of liquid types in tank systems. In The PTAB instituted proceedings on all claims on all grounds. The patent owner failed to file any responsive papers, and the PTAB entered adverse judgment against CHS cancelling all challenged claims.

Former CEO of IndyMac Bancorp in Litigation

Representing the former CEO of IndyMac Bancorp in matters arising out of the failure of IndyMac Bank, including knocking out all but one claim in SEC’s once wide-ranging securities enforcement case and settling the last remaining claim, without admitting or denying liability, as a negligence-based claim for $80,000 and a commitment to comply with the securities laws; successfully resolving an FDIC lawsuit; and defending against and/or successfully resolving several securities class action lawsuits, mortgage-backed securities cases, and purported ERISA class action lawsuits.

Global regulatory and legislative support

A global air cargo company wanted to enhance its political influence as a respected industry voice on public policy issues in order to advance its global business objectives. We helped the company resolve difficult regulatory disputes in several countries, including a fast-moving dispute in China that endangered its business model. We also achieved legislative success for the company in the U.S. Congress on defense policy matters in the authorization bill (NDAA).

Gramm-Leach-Bliley Act (GLBA) and State Financial Privacy Laws

We have advised the largest and most sophisticated banks, consumer reporting agencies, and financial services companies on the collection, use and disclosure of nonpublic personal information under GLBA, that California Financial Information Privacy Act, and similar laws, including the development and implementation of privacy notices.

GRUMA S.A. de C.V.

Successful representation of two Spanish subsidiaries of GRUMA S.A. de C.V., a Mexican food conglomerate, in an ICSID arbitration proceeding against the Bolivarian Republic of Venezuela arising out of certain measures of the Republic that violated the bilateral investment treaty between Spain and Venezuela and resulted in an award of close to $500 million, including interest.

Guidance to Governments on Telecommunications Matters

Advised governments on the privatization of telecom service providers, crafting regulations for the introductions of regulatory structures to foster competition in the telecommunications industry; drafted regulations governing telecom activities; and established a licensing and regulatory structure for the introduction of next-generation wireless telecommunications service.

High-level advocacy before the U.S. executive branch

A U.S. defense company faced stiff competition from a non-U.S. competitor in connection with the deployment of its technology in a NATO-member country, which was seeking a complementary commitment from the U.S. government. We conducted high-level advocacy in the United States, helping our client obtain the needed commitment to secure the transaction-a deal valued at about $5 billion.

Horizon Discovery on Sage Labs Acquisition

Representation of Horizon Discovery Group plc, an AIM listed international life science company supplying research tools and services to organizations engaged in genomics research and the development of personalized medicines, on the acquisition of Sage Labs Inc. for a total of approximately $48 million (£29 million), comprising up to $16 million in cash and up to $32 million in new ordinary shares. The acquired business will be known as Sage Labs Inc., a wholly owned subsidiary of Horizon Discovery Group plc. The acquisition creates a fully integrated translational genomics platform and significantly expands Horizon’s product, service and research offerings.

HR operations audit for multinational pharmaceutical client

Conducted a detailed review of the human resources operations of a large pharmaceutical company to assess compliance with data protection and privacy laws and regulations in both the US and EU, in anticipation of possible certification under the US-EU Safe Harbor regime. Our extensive written report described potential compliance issues and recommended specific remedial actions.

In re Automotive Wire Harness Systems Antitrust Litigation

Representing S-Y Systems Technologies Europe, GmbH, the only defendant dismissed in its entirety from the wire harness price-fixing litigation, which is the lead case in the sprawling Automotive Parts Antitrust Litigation pending in Detroit. The court granted motion to dismiss, on personal jurisdiction grounds and did not grant the plaintiffs’ request for jurisdictional discovery.

In re K-Dur Antitrust Litigation

Representing Schering-Plough (now Merck) in multi-district class action litigation challenging so-called reverse payment settlements of pharmaceutical patent litigation. Obtained denial of certification of indirect purchaser class, after which indirect purchasers voluntarily dismissed their case. The team previously defeated the FTC at trial in an action on the same facts, and will now have the opportunity to resolve the direct purchaser portion of the case under a recent Supreme Court decision.

Innovative Program Agreements Negotiations for Multiple Clients

Negotiated various innovative program agreements for (a) the NFL, including for example, its deals with ESPN and Sprint and one with TiVo to protect its programming against Internet piracy, (b) other program deals involving PBS, Comcast and Children’s Television Workshop and (c) NBC Weather Plus and NBC Broadband -- joint ventures between the network and its affiliates.

Internal investigation for a major U.S. financial institution

A cross-office team conducting an internal investigation for a major U.S. financial institution of allegations that the bank assisted Argentine nationals evade taxes and launder money. We are also coordinating the bank's global defense strategy, which includes leading strategy meetings with local Argentine defense counsel, and interfacing with key U.S. officials in the U.S. and in Argentina.

Los Alamos investigation

We represented the University of California in an intense and wide-ranging investigation by the House Energy and Commerce Committee’s Subcommittee on Oversight and Investigations into alleged fraud and mismanagement at the Los Alamos National Laboratory. The investigation involved more than two dozen witness interviews and culminated in three days of hearings. At the conclusion of the investigation, the University retained its contract to manage the Laboratory.

MedImmune in Series A Funding of Clinical-Stage Pharmaceutical Company

Advised MedImmune Ventures as lead investor in the Series A Preferred Stock financing of G1 Therapeutics. G1 Therapeutics uses small molecule therapies that act by a novel mechanism to potentially prevent the hematological side effects of exposure to ionizing radiation and cancer chemotherapy, as well as other possible uses.

Microsoft Privacy Class Action

Achieved summary judgment for Microsoft in a putative class action alleging unauthorized collection of geolocation information from the plaintiffs’ mobile devices. After a claim under the Wiretap Act was dismissed at the pleadings stage, we successfully obtained summary judgment on a remaining claim under the Stored Communications Act.

Multi-defendant Flash Tracking Privacy Class Action

Achieved dismissal of a putative class action against Microsoft, CBS, Microsoft, McDonald’s, and Mazda alleging violations of the Wiretap Act, Computer Fraud and Abuse Act, and state laws. The complaint alleged that an online ad network used Flash cookies and other tracking mechanisms to build user profiles for the purpose of serving targeted advertising.

Navigated foreign legal requirements for international contractors

Organized foreign counsel in 40 foreign countries to determine legal requirements governing U.S. government contractors working in country, to ensure local compliance as to business registrations, visas, employment laws, and taxes. In doing so, developed a template for determining foreign requirements and a network of local counsel to serve as a resource for the contractor.

Navigating U.S. sanctions programs for multinational corporations

When the U.S. government announced changes to its Cuba policy, major global companies in the consumer products, travel, and entertainment sectors turned to us for advice on policy and trade matters. We advised these clients on export controls and sanctions, legislative proposals, Helms-Burton restrictions, expropriations and certified U.S. claims, and market access issues.

Navigation of Organizational Conflicts of Interest

We have helped major contractors navigate the specific Organizational Conflicts of Interest (OCI) rules and requirements imposed by the Centers for Medicare and Medicaid Services (CMS), the Defense Health Agency, and other agencies. When CMS rolled out its new approach to OCIs, including its new standard clause and required forms, we helped a major CMS contractor comment on key aspects of the approach.

Negotiation and vetting of state contracts for healthcare exchanges and MMIS

We helped a major client negotiate contracts with state healthcare exchanges in Maryland and several other states, and navigate the procurement rules and risk areas unique to many state exchanges. We have also advised clients regarding intellectual property and other issues specific to state MMIS procurements.

Northwestern University Royalty Monetization

Represented Northwestern University, and an inventor affiliated with Northwestern University, in a series of royalty monetizations (structured both as sales and as financings through special purpose vehicles), including Northwestern’s 2007 sale of a portion of its worldwide royalty interest in Lyrica for $700 million, the largest monetization of a royalty stream for a single pharmaceutical product.

Novel Lending Platform in First-of-its-Kind Transaction

Represent Prosper Marketplace in a variety of securities advisory and transactional matters, including in a first-of-its-kind registration of $500 million of borrower dependent notes and restructuring into a bankruptcy remote vehicle, several rounds of venture financings, as well as ongoing disclosure, SEC reporting and SEC regulatory matters.

Octavian Global Partners Fund Reorganization

Representation of the investment manager and general partner of Octavian Special Master Fund, L.P., and its onshore and offshore feeder funds in connection with a complex reorganization, including: an investment in the funds by a TPG affiliate; a concurrent offer to existing fund investors to have their interests in the funds repurchased; and the takeover by TPG affiliates of the investment management and general partner responsibilities for such funds.

Over-the-counter medicine investigation

We represented a world-leading consumer products manufacturer in an investigation by the House Committee on Oversight and Government Reform regarding high-profile recalls of over-the-counter medicines. The investigation included multiple interviews, tens of thousands of documents produced to Congress, and two major hearings, including one at which the company’s chairman and CEO testified.

Samsung Inter Partes Reexamination Proceeding

Representation of Samsung Electronics Co., Ltd. in inter partes reexamination proceedings for a patent related to LCD color technology. Genoa Color Technologies Ltd., the original owner of the patent, sued Samsung for infringement. Samsung requested inter partes reexamination of the patent, and the Right of Appeal notice upheld the final rejection of all claims of the patent on numerous grounds. Subsequent to the Right of Appeal Notice, the parties settled the litigation.

Procurement advice and protests in states across the country

We have helped clients navigate state procurement systems and have handled protests in states across the country, including: California, Texas, New York, Florida, Maryland, the District of Columbia, Oregon, North Carolina, Massachusetts, Minnesota, Georgia, Colorado, Washington, New Jersey, and others.

Protection of Client IP Rights

For pharmaceutical, energy, and defense companies entering into R&D contracts, grants, and cooperative agreements with federal agencies (including DoD, DOE, and HHS), we have successfully developed and implemented strategies for protecting our clients’ intellectual property. We have helped our clients limit or avoid government IP rights through the use of alternative contracting vehicles, specially negotiated contract clauses, properly drafted statements of work, and other means. We have also obtained waivers of patent ownership from federal agencies, as well as waivers of the U.S. manufacturing requirements under the Bayh-Dole Act.

Protection of employee personal information

Provided guidance to a major technology and manufacturing company in connection with the unauthorized posting of employee personal information on a third-party webpage. Our efforts on behalf of the client included working with Internet service providers to remove the posted information and providing notice to potentially affected individuals and applicable state regulators.

Protection of IP rights for pharmaceutical companies

For pharmaceutical companies entering into R&D contracts, grants, and cooperative agreements with BARDA, NIH, and DTRA, we have successfully developed and implemented strategies for protecting our clients’ intellectual property. We have helped our clients limit or avoid government IP rights through the use of alternative contracting vehicles, specially negotiated contract clauses, properly drafted statements of work, and other means. We have also obtained waivers of U.S. manufacturing requirements under the Bayh-Dole Act.

Renegotiated government IP agreements

On behalf of a major pharmaceutical manufacturer, we renegotiated agreements with the National Institutes of Health (NIH) concerning IP rights arising out of the development, manufacture, and use of experimental vaccine supplies for international clinical trials, and negotiated contract terms placing on the government the risk of the client’s use of contested IP developed by another contractor.

Resolved hotly-contested completion disputes of U.S. Embassy in Baghdad

Negotiated resolution of concerns that the contractor building the U.S. embassy in Baghdad had thousands of unauthorized deviations from specifications, which prevented the U.S. State Department’s acceptance of the sprawling compound. Demonstrated in senior-level meetings and on-the-ground inspections that the project was materially compliant, leading to acceptance and the resolution of investigations by multiple agencies and Congress.

Responding to Sophisticated Advanced Persistent Theat ("APT") Attacks

We have directed the investigations and response into APT attacks from state-sponsored actors and sophisticated criminal groups targeting intellectual property and other proprietary information. These attacks, and the responses, have spanned multiple industries and global companies, with investigations covering four continents.

Resolved claims arising from the incarceration of U.S. contractor for espionage

Negotiated a creative settlement of a tort suit filed by a subcontractor arising from his imprisonment in Cuba for carrying out a USAID democracy-building program in that country. We converted that tort settlement into a contract claim by the prime contractor, and successfully negotiated payment to fully compensate the subcontractor while making the prime contractor whole.

Sanctions advice for a major non-U.S. financial institution regarding the processing of U.S. dollar payments

We are representing a non-U.S. financial institution in connection with an investigation by federal and state civil and criminal enforcement authorities into the bank's processing to or through the United States of U.S. dollar payments involving U.S.-sanctioned parties.

SBA Size Determination

We took over a U.S. Small Business Administration (SBA) size determination proceeding for our client, an IT services provider, after previous DC government contracts counsel had failed to persuade the SBA that our client was a small business. We submitted thousands of pages of documentation and numerous position papers in what is believed to be the most complex size determination ever performed by SBA, and persuaded the agency that our client is a small business, notwithstanding its affiliation with dozens of other small businesses, thus allowing it to continue to compete for business on small business set-aside contracts.

SBIC portfolio company divestment advice

Our client was a small business defense contractor owned by a Small Business Investment Company (SBIC) that was nearing the end of the control period permitted under Small Business Administration (SBA) regulations. We advised a special committee of the board of directors of the client about the potential effects of various potential sale and transfer scenarios on the client’s continued small-business status, and enabled the committee to decide upon a course of action that would permit the client to continue to perform and compete for small-business set-aside contracts.

AstraZeneca Transactions

Representation of AstraZeneca in relation to the creation of a $3.4 billion diabetes joint venture with BMS, and the subsequent acquisition of sole control over that venture; in its acquisition of the rights to Almirall’s respiratory franchise (for initial consideration of $875 million and up to $1.22 billion in development, launch and sales-related milestones); assisting in the acquisition of the Takeda respiratory portfolio; and in relation to the creation of an oncology joint venture with Fujifilm Kyowa Kirin Biologics (FKB).

Verizon Communications Transactions

Representation of Verizon Communications in several transactions, including its $3.89 billion acquisition of AOL. Also advised the company in connection with its purchase of UK-based Vodafone’s 45 percent ownership of Verizon Wireless, as well as Vodafone’s purchase of Verizon’s interest in Vodafone Italy, which was valued at $124.1 billion.

Securities Counsel to Numerous Fortune 500 companies

Represent numerous Fortune 500 companies in the pharmaceuticals, consumer goods, health insurance, home equipment, advertising, motor vehicles, network communications, and technology industries with respect to the resolution of shareholder proposals concerning executive compensation, majority voting, proxy access, the right to call special meetings, political spending and lobbying disclosures, and a host of other topics.

Service Contract Act investigation and disclosure

Our client, a major large business provider of IT services to the federal government, discovered possible Service Contract Act compliance issues in the operations of a recently acquired subsidiary. We conducted and internal investigation and assisted the client in making a disclosure to the U.S. Department of Labor, which closed the matter without adverse financial or other consequences for our client.

Severance cost dispute for DOE contractor

Recovered disallowed severance costs paid by a U.S. Department of Energy (DOE) contractor to its employees when the contractor exited the contract and the employees went to work for a successor contractor. The costs were unallowable under the Federal Acquisition Regulation (FAR), but the contract contained an unusual provision, personally approved by President Truman, making virtually all costs allowable. We handled the preparation of the initial claim, the contract appeal to the Court of Federal Claims, and the appeal to the Federal Circuit, at the end of which our client recovered every penny of its severance outlay, plus interest.

Shareholder Proposals in Proxy Materials

Represented a global life sciences company with respect to selected securities disclosure and governance matters, including obtaining no-action relief allowing the exclusion of several shareholder proposals from its proxy materials. We also successfully defended and achieved favorable outcomes for this client in related litigation.

Successful jury trial defense of Schedule contractor in False Claims Act case in the Eastern District of Virginia

Through a jury trial in the Eastern District of Virginia, successfully represented a Schedule contractor accused of submitting fraudulent commercial pricing data in violation of the False Claims Act (FCA). The Fourth Circuit affirmed the jury verdict in favor of the contractor.

Successful representation of major defense IT contractor in GSA IG audit

Successfully represented a major defense IT contractor in an audit of two U.S. General Services Administration (GSA) Schedule contracts by the GSA Inspector General (IG), in which the IG initially asserted a claim for the repayment of tens of millions of dollars. The matter was resolved for less than $5,000.

Successfully defeated infringement suit in the Court of Federal Claims

One of our clients provides a key component of the F-35 Joint Strike Fighter. A rival contractor sued the U.S. government in the Court of Federal Claims, alleging that the component infringed its patent. We intervened on behalf of our client and persuaded the court to rule that the patent is invalid.

Successful resolution of best pricing investigation

One of the nation’s largest construction supply companies was investigated for failing to provide the General Services Administration (GSA) with its “best pricing” for materials. Working with the company’s auditors, we were able to resolve the matter for no money based on ambiguities in the Schedule language as applied to the circumstances.

Successfully defended prime contractor in data rights lawsuit

We successfully defended a Navy prime contractor accused of misusing its subcontractor’s design data. We convinced the court that the Defense Federal Acquisition Regulation Supplement (DFARS) data rights clauses allowed the client to use and distribute the data, resulting in a complete summary judgment for our client.

Successfully defended bidder against claims of misuse of competitors data

We obtained a complete jury verdict for our client accused of misappropriating the incumbent’s trade secrets to win a $200 million NASA contract. The alleged trade secrets included the data generated under the incumbent’s existing NASA contract and the incumbent’s proposal data for the new contract.

Successfully protested $2 billion+ biodefense award

When the federal government awarded a contract worth more than $2 billion for the development and delivery of a medical countermeasure, we protested at the U.S. Government Accountability Office (GAO). After many rounds of briefing, and a hearing before GAO, the agency agreed to cancel and re-compete the majority of the contract.

Successfully protested award for contract to help reform the justice system in Mexico

We successfully challenged an agency award of a contract to assist the government of Mexico in reforming its justice system, obtaining corrective action that involved new final proposal revisions. When our client won the second round award, we defended a challenge by the prior awardee, and preserved the award to our client.

Successfully protested $200 million U.S. Army award

When the U.S. Army awarded a $200 million contract for IT services, we protested the award, arguing that the awardee had an organizational conflict of interest and gained an unfair competitive advantage by hiring a former government official. The agency took corrective action in response to the protest.

Successfully protested the terms of a $2 billion USAID procurement

When USAID issued a $2 billion procurement for consulting services related to economic growth and poverty reduction, we protested the terms of the solicitation. Our protest convinced the agency to abandon its use of the “low cost, technically acceptable” evaluation scheme by arguing that LPTA was inappropriate for the complex, high-stakes services being sought.

Successfully protested exclusion from $500 million+ biodefense competition

When the U.S. Department of Defense (DoD) conducted a competition for an Advanced Development and Manufacturing (ADM) facility for medical countermeasures, we protested DoD’s exclusion of one of the offerors from the competitive range. The protest issues were of extraordinary technical complexity, but after several rounds of briefing, we convinced the agency to reverse course and invite the offeror back into the competition.

Successfully protested the terms of a $600 million cloud procurement

When the Central Intelligence Agency (CIA) issued an RFP for cloud services, we filed a protest challenging the terms of the RFP as unduly restrictive of competition. After discussion with the U.S. Government Accountability Office (GAO), the agency agreed to amend the RFP to revise the terms at issue in the protest.

TINA dispute

For an electronics supplier to a prime contractor for a major U.S. Navy program, we appealed in the prime contractor’s name from a final decision finding defective pricing due to the alleged nondisclosure of certain improvement-curve data that the Navy contended would have led the Navy to conclude that the decline in labor costs would have been steeper than the parties assumed in negotiations. After the close of discovery, we negotiated a favorable settlement.

Univision in Deal for Carriage on DISH’s “Over the Top” Sling TV Service

Represented Univision Communications in the precedential agreement for carriage of Univision’s broadcast stations and cable networks on DISH’s “over the top” Sling TV service. The UCI media portfolio includes the Univision Network, one of the top five broadcast networks, and the most-watched Spanish language broadcast network in the U.S., reaching approximately 94 percent of U.S. Hispanic television households. The agreement covers the Univision and UniMas broadcast networks, as well as other UCI services, such as Univision Deportes and El Rey Network. Sling TV is a new online offering from one of the largest television distributors in the country, by which subscribers can view major network content via the Internet anywhere in the United States.

U.S. Appeals Court Shoots Down FCC Merger-Review Disclosure Order

Successful representation of CBS Corporation, The Walt Disney Company, Twenty-First Century Fox, Inc., Scripps Networks Interactive Inc., Time Warner Inc., Univision Communications Inc., and Viacom Inc. Borrego Solar Systems, Inc. against the Federal Communications Commission (FCC) in connection with the disclosure of programming contracts with pay-TV providers as part of the FCC’s review of pending cable and satellite mergers.

U.S. government sanctions investigation of international energy company

We advised an international energy company on a U.S. Treasury Department investigation of transactions with certain U.S.-sanctioned markets, and assisted the company with interactions with the U.S. State Department on sanctions-related policy matters. The Treasury Department closed its investigation without taking any enforcement action against our client.

WTO and NAFTA disputes

Counseled clients on WTO and NAFTA disputes on a wide range of matters, including sanitary and phytosanitary regulations, anti-dumping and countervailing duties, agricultural subsidies, and intellectual property issues, including the FSC and Byrd WTO disputes against the United States. Our lawyers have argued cases before the WTO and have negotiated solutions related to implementation, compliance, and retaliation in trade disputes.

Pre-Incident Advice and Assessments

We regularly advise clients on compliance with information security requirements and best practices, including, among others, governance best practices, vendor contract terms and due diligence, the implementation of information security controls to satisfy regulatory requirements, and the conduct of vulnerability assessments.

Prosper in First-of-its-Kind Transaction

Representation of Prosper Marketplace in a variety of securities advisory and transactional matters, including in a first-of-its-kind registration of $500 million of borrower dependent notes and restructuring into a bankruptcy remote vehicle, several rounds of venture financings, as well as ongoing disclosure, SEC reporting and SEC regulatory matters.

Broadcasters on DTV Transition

Representation the broadcast industry and individual broadcasters for nearly two decades on the incredible range of technical, legal and policy issues surrounding the transition to digital television. We helped negotiate the DTV standard, and devised the new frequency table. We worked closely at every step with the FCC’s engineers and with engineers across the television industry. We also worked to develop the new rules and legal requirements to accompany the detailed technical analysis.

Fax Ban Coalition, U.S. Chambers of Commerce, National Association of Realtors, and Coalition of Mortgage Finance Industry Businesses on Commercial Fax Messages Matter

Obtaining rules on commercial fax messages that protect consumers’ rights, but are fair to legitimate businesses, after multi-venue effort in Congress, in court and at the FCC on behalf of the Fax Ban Coalition, a cross-industry group of trade associations and businesses, as well as the U.S. Chambers of Commerce, the National Association of Realtors and a coalition of businesses in the mortgage finance industry.

Microsoft before FCC on Issues Concerning Media Center and DRM Products

Representation of Microsoft before the FCC on various issuing surrounding its Media Center and DRM products. We obtained FCC recognition of Windows Media Digital Rights Management software as a permissible means to handle digital content. We also represent the company in ongoing rulemakings and waiver petitions involving plug-and-play issues, including industry-wide efforts to resolve these issues.

Multiple Clients on Legislative and Regulatory Policy and Litigation Issues

Representation of clients on various legislative and regulatory policy and litigation issues, including (1) retransmission consent, (2) downconversion of digital signals by cable systems, (3) carriage of digital multicast streams by cable, DBS and other video program distributors, (4) indecency, (5) media ownership and (6) importation of distant signals by DBS operators.

Network Affiliated Stations Alliance and NAB in Battle before Congress, FCC, and Third and D.C. Circuits Courts of Appeals

Waging on behalf of the Network Affiliated Stations Alliance and the National Association of Broadcasters a multi-year, multi-venue battle before Congress, the FCC, and the Third and D.C. Circuits Courts of Appeals on the national television ownership rule, successfully achieving a legislative reversal of the FCC’s decision.

Newspaper Association of America and 70-Member Media Coalition in Spearheading Federal Legislation to Establish Journalists’ Privilege

Representation of the Newspaper Association of America, and an 70-member media coalition, in spearheading federal legislation to establish a journalists’ privilege. We have worked closely with proponents of legislation and with Congress to suggest creative solutions to protecting the integrity of the journalistic enterprise, in both traditional and digital media, while taking into account legitimate law enforcement and anti-terrorism concerns.

On Behalf of MSTV, Representing the Television Industry on Key Legislative, FCC, and Industry Issues

On behalf of MSTV, representing the television industry on key legislative, FCC and industry issues, including, for example, negotiating a template agreement with Sprint Nextel for the migration of broadcast ENG services out of the 2 GHz spectrum, the implementation of a “hard date” for the transition to a digital-only television service, and for the process of electing and assigning final DTV channels.

San Francisco Digital Media Advisory Council Member

Covington is the only law firm member of the San Francisco Digital Media Advisory Council, a coalition between the City of San Francisco and a host of leading digital media and entertainment companies, including Electronic Arts, Lucasfilm, Dolby Labs, Wild Brain Entertainment, Giant Killer Robots, Dreamworks Animation and Pixar.

Specialty Equipment Manufacturers on FCC Compliance

Representation of one of the leading distributors of televisions to the healthcare field, Specialty Equipment Manufacturers, on FCC compliance issues. When its leading manufacturer discovered problems complying with an FCC rule, we sought a waiver of the FCC’s Part 15 requirements for one of the leading TV set manufacturer in this market.

Television Clients on Pre-Publication Review, Newsgathering and Subpoena Defense Issues

Provided pre-publication review, newsgathering and subpoena defense work for television clients in some 25 states on a 24/7/365 basis. To ensure that our team is fully available to journalists around the clock, we have established technical solutions so that scripts, video clips and documents are distributed electronically to all members of our team simultaneously.

Two Major National News and Public Affairs Magazines and a National Newspaper on International Newsgathering and Libel Exposure Issues

Advised two major national news and public affairs magazines and a national newspaper on international newsgathering and libel exposure issues. For example, we have advised on the use of hidden cameras in Africa, India and Europe. We also represented a 50-member media coalition in successfully persuading Canadian courts not to exercise jurisdiction over the Washington Post in Bangoura v. Washington Post.

Testified in Favor of and Played an Advisory Role in Crafting, Federal Legislation to Limit “Libel Tourism”

A Covington partner testified in favor of, and played an advisory role in crafting, federal legislation to limit “libel tourism,” the practice of libel plaintiffs suing U.S. publishers abroad. The resulting legislation, the SPEECH Act, unanimously passed the House and the Senate and was signed into law in August 2010.

GE and Synchrony Financial in $2.95 billion initial public offering and subsequent split-off transaction

Representing General Electric and Synchrony Financial (GE Capital’s former North American retail finance business) in connection with Synchrony’s approximately $2.95 billion initial public offering and in connection with GE’s subsequent exchange offer to complete the separation of Synchrony from GE, including the Federal Reserve Board application process and approval required for the Synchrony’s separation from GE.

Success Before ITC and PTAB on Behalf of Tessera

As recognized by The National Law Journal, Covington successfully represented Tessera at the ITC regarding a patent infringement dispute with Broadcom over semiconductor chips. This victory came on the heels of its effective represented before the PTAB. Tessera (Complainant): Certain Semiconductor devices, semiconductor device packages, and products containing same, USITC Inv. No. 337-TA-1010.

GE Capital Retail Bank CFPB Investigation and DOJ Consent Order

Represent the former GE Capital Retail Bank (now Synchrony Financial) in a CFPB investigation, enforcement action, and consent order related to allegations of deceptive marketing of credit card add-on products and discrimination against Spanish-speaking customers related to certain offers to settle outstanding credit card balances and a Department of Justice enforcement action and consent order regarding the same allegations of discrimination.

Development of Internal Guidelines for Law Enforcement Requests

Regularly assist global businesses in developing internal guidelines for responding to law enforcement requests, including by identifying and advising on relevant legal obligations and assessing best practices for responding to government requests for customer data. We help clients develop procedures for addressing conflict-of-law issues that arise when receiving law enforcement requests from countries worldwide, with an eye toward creating efficient and scalable solutions.

Global Privacy Audit for Leading Consumer Electronics and Technology Companies

Litigated Successful Constitutional Challenge

On behalf of Microsoft, successfully challenged a gag order statute that allows courts to forbid technology companies from telling their customers about demands for their data under the Electronic Communications Privacy Act (ECPA). The lawsuit resulted in nationwide reform of the government's practices under the statute. See Microsoft Corporation v. United States Department of Justice, No. 2:16-cv-00538-JLR (W.D. Wash.).

Litigation Resulting in New Rules on Customer Access to Government Data Demands

Representation of technology client in Foreign Intelligence Surveillance Court litigation challenging restrictions on technology company disclosures about government surveillance. The litigation resulted in new rules that allow technology companies to give their customers more information about how often the government demands customer data. See In re Motion to Disclose Aggregate Data Regarding FISA Orders, Misc. No. 13-04 (FISA Ct. 2014).

Illumina in $1.2 Billion Deal with Pacific Biosciences

Represented Illumina, Inc. in its announced $1.2 billion acquisition of Pacific Biosciences and its novel Single Molecule, Real Time (SMRT®) technology, which provides high accuracy, ultra-long reads for full genome sequencing. The acquisition complements Illumina sequencing solutions with accurate long read sequencing capabilities to answer a set of complex genomic questions.

NBA in Live Virtual Reality Streaming with NextVR

We represented the NBA in a multi-year deal to stream live NBA games in virtual reality in a partnership with NextVR, which will become the official live virtual reality partner of the NBA. During the 2016-2017 season, live VR games will first be available to NBA League Pass subscribers, with single-game purchase opportunities to follow for all VR consumers as the NextVR app becomes available on new VR devices.

Representation of Teva Pharmaceuticals

We represented Teva in its strategic partnership with IBM, which enabled it to become the first multinational pharmaceutical company to deploy IBM’s Watson Health Cloud as its global technology platform. As part of the partnership, a joint Teva-IBM research team will work together using “big data” and machine-learning tools to develop disease models and advanced therapeutic solutions, including solutions designed to collect and analyze real world evidence. The deployment of these models and solutions will enable Teva to provide insights and real-time feedback directly to care providers and patients via mobile devices in order to achieve treatment optimizations and improved patient outcomes.

Mass media company global public policy

One of the world’s largest global mass media companies needed support on a range of issues that intersect law and policy. We helped the client:

navigate U.S. sanctions on advertising, promotion, and distribution of content in international markets;
pursue a diplomatic solution to an IP rights dispute in the Middle East, leveraging extensive relationships at the State Department; and
advocate on federal issues with Members of the U.S. Congress.

Maximizing the value of intellectual property

Our client, a major energy company, sought to maximize the value of its intellectual property while limiting its own liability in the treacherous waters of international patent disputes. Combining U.S. and EU regulatory expertise with a multi-jurisdictional strategy, our senior advisors and lawyers designed a corporate structure that would create and generate long term value with minimal risk to the parent entity.

McGraw-Hill and Other Major Textbook Publishers in Gray Goods Trademark and Copyright Litigation

Representation of McGraw-Hill and other major textbook publishers in gray goods trademark and copyright litigation in the United States District Court for the Eastern District of New York to prevent the illegal importation and sale over the Internet of textbooks published abroad and not intended for sale in the United States.

Merck ITC and District Court Litigation

Representation of Merck & Co. before the ITC and in the Eastern District of Virginia in cases involving Merck’s blockbuster NuvaRing® contraceptive product. After the first day of the evidentiary hearing, the complainant dismissed their ITC complaint and subsequently dismissed their district court complaint as well. Certain Vaginal Ring Birth Control Devices.

Merck, Verizon, Spirits International, National Geographic, PBS, and Others before the United States Trademark Trial and Appeal Board

Representation of numerous clients, including Merck, Verizon, Spirits International, National Geographic Society, Public Broadcasting Services, M Financial, Promontory Financial Group, U.S. Soccer Federation, Lewis Brothers Bakeries and Rosie O’Donnell in opposition and cancellation proceedings before the United States Trademark Trial and Appeal Board.

Microsoft on Internet Protocol Television Issues

Advised Microsoft on Internet Protocol Television issues, including testimony before Congress, appearances at the FCC, and industry negotiations, and advised on industry negotiations to encourage movie studios and the cable industry to use their digital rights management technology for distributing movie and other content over the Internet.

Microsoft public policy and government affairs

Microsoft wanted assistance with legal, public policy, and strategic issues. We support Microsoft on a wide array of policy and legislative issues, including privacy, national security, immigration, tax, and telecommunications, and assist them in gathering political intelligence and advocating before Congress and federal agencies.

Multi-Billion Dollar NFL Sunday Ticket Deal

Represented the NFL in negotiating its multi-billion dollar deal with DIRECTV to extend DIRECTV's exclusive rights to carry the NFL Sunday Ticket out-of-market games package through a new multi-year agreement. The new agreement expands DIRECTV’s rights to stream NFL Sunday Ticket on mobile devices and via broadband, and provides for the NFL and DIRECTV to explore the development of an NFL Sunday Ticket over-the-top subscription service. The deal also provides for DirecTV to continue to carry NFL Network.

National Geographic Society in Two Trademark Matters

Representation of National Geographic Society in the United States District Court for the District of Massachusetts against claims of infringement of an alleged family of ZONE marks asserted by the author of a series of ZONE books on health and nutrition; and in an opposition proceeding before the U.S. Trademark Trial and Appeal Board, claiming that applicant's EXPLORE CHANNEL mark is likely to cause confusion with National Geographic's EXPLORER marks.

NBA Expanded Partnerships with Turner Broadcasting and The Walt Disney Company

Represented the NBA in expanding its partnerships with Turner Broadcasting System, Inc. and The Walt Disney Company through new, nine-year agreements under which ABC, TNT, and ESPN will televise NBA games beginning with the 2016-17 season and running through the 2024-25 season.

NBA Properties and NBA Member Teams in Trademark Litigation Concerning the DREAM TEAM Mark

Representation of NBA Properties and the NBA member teams in trademark litigation concerning the DREAM TEAM mark in the United States District Court for the Eastern District of Missouri, and also in anti-counterfeiting litigation concerning other NBA marks brought in the United States District Court for the District of Columbia against purveyors of counterfeit NBA merchandise in connection with an NBA All-Star game.

NFL CBA Arbitrations

Represented the NFL in a host of arbitrations under the NFL collective bargaining agreements, including the disputes regarding the Jimmy Graham Franchise Tender, the Drew Brees Franchise Tender, the Michael Vick, Plaxico Burress, and Larry Johnson salary forfeitures, and the Washington Redskins/Dallas Cowboys salary cap reallocation.

NFL Financings

Advised the NFL on its multi-billion dollar league-wide credit facilities, consisting of a revolving credit facility and multiple term note offerings. Over 20 NFL teams participate in these facilities, which are negotiated by the NFL on behalf of its member clubs and allow participating clubs to obtain financing on favorable terms through a structured arrangement that gives lenders priority access to the teams’ share of national television revenues and which is otherwise secured by a pledge of all of the assets of each participating club.

NHL Digital Rights and Related Transactions with MLB Advanced Media

Represented the NHL in connection with entry into a six-year digital rights partnership under which the NHL licensed to MLB Advanced Media (MLBAM) rights to distribute the NHL’s out-of-market subscription packages, digital and online properties, and related rights, and in connection with negotiations for an equity stake in a to-be-formed tech company that is expected to be created by MLBAM.

NFL and Other Professional Sports Leagues Regarding Tax-Exempt Status

Representation of the NFL and other sports leagues in tax, corporate, legislative, and PR matters related to the relinquishment of their tax-exempt status. Projects involved tax planning, meetings with IRS executives and members of Congress, and coordination of audit defense strategy.

Numerous amicus briefs on behalf of The ERISA Industry Committee

Filed amicus briefs on behalf of The ERISA Industry Committee in a variety of other groundbreaking cases, including Black & Decker v. Nord, 538 U.S. 822 (2003); Lockheed Corp. v. Spink, 517 U.S. 882 (1996); Patterson v. Shumate, 504 U.S. 753 (1992); Hecker v. Deere & Co., 556 F.3d 575 (7th Cir. 2009); Langbecker v. Electronic Data Sys. Corp., 476 F.3d 299 (5th Cir. 2007); and Montesano v. Xerox Corp., 256 F. 3d 86 (2d Cir. 2001).

Numerous Clients in Managing U.S. and Global Trademark Portfolios

Advise on cutting edge trademark strategies, domain name, social media, and keyword advertising issues, manage U.S. and global portfolios, and provided trademark advisory and prosecution services to leading US and global brand owners, including: American Automobile Association (AAA); AOL, Inc.; Astelllas US; Business Software Alliance; Dale & Thomas Popcorn; Expedia, Inc.; FeraDyne Outdoors; German American Chambers of Commerce; Lewis Bakeries, Inc.; Merck & Co. Inc.; Microsoft Corporation; National Basketball Association; National Football League; National Geographic Society; National Hockey League; Public Broadcasting Service; Phi Beta Kappa Society; Promontory Financial Group; and U.S. Soccer Federation.

Outside Tax Counsel to U.S. Securities Markets Coalition

Act as outside tax counsel to U.S. Securities Markets Coalition, which consists of all U.S. options exchanges and related entities. Our representation includes advising the coalition and its members on developments that affect the taxation of options and other financial products and advocating on behalf of the options industry before Congress, Treasury and the IRS. In the past year we have been actively engaged on behalf of the Coalition with respect to proposed tax legislation that would require all exchange-traded options to be marked to market (treated as sold) at year-end, and with respect to proposed regulations that would treat certain equity options as giving rise to deemed dividends subject to U.S. withholding tax.

PBS in Proceedings Before FCC, U.S. Copyright Office, and Other Policy Settings

Representation of the Public Broadcasting Service (PBS) in proceedings before the FCC, U.S. Copyright Office and other policy settings, including with respect to the role and distribution of educational and other noncommercial media across the broadcast, online, mobile and other IP-based platforms.

PBS in Two Trademark-Related Matters

Representation of Public Broadcasting Services (PBS) in trademark litigation to recover the PBS.COM domain name in the United States District Court for the Eastern District of Virginia; and in an opposition proceeding before the U.S. Trademark Trial and Appeal Board, claiming that applicant's mark BE MORE RESPONSIBLE is likely to cause confusion with PBS's BE MORE mark.

Pearl Mobile DTV in Project to Provide Mobile Digital Television Services in U.S.

Pearl Mobile DTV in establishing a nine-company venture to provide Mobile Digital Television services in the United States. Covington attorneys led the negotiations leading to the creation of the Pearl Mobile DTV venture, the negotiation of content license agreements, and public policy efforts before Congress and at the White House and the FCC.

Policy advice to the Executive Affairs Authority of Abu Dhabi

We provided policy advice to the Executive Affairs Authority of Abu Dhabi on how the Embassy in Washington, DC could be most effective in representing the UAE’s interests. In a follow-on project, we advised on factors to consider in establishing a business-oriented consulate on the West Coast of the United States.

Preparation of key industry comment letters

Advising the Securities Industry and Financial Markets Association, The Clearing House Association, American Bankers Association, and Global Financial Markets Association with respect to comment letters submitted in response to proposals from the Federal Reserve Board, Financial Stability Board, and other agencies affecting large systemically important financial institutions.

Proposition 65 Labeling and Chemical Safe Harbor Levels

Represent Compañía Cervecera de Puerto Rico, Inc. (CCPR), in a lawsuit alleging that CCPR’s Malta India product contains the chemical 4-MEI in quantities above the safe harbor level, and that CCPR has failed to label Malta India products sold in California with the warning required by California’s Proposition 65.

Public policy support for companies bidding on international infrastructure projects

A major U.S.-based infrastructure company turned to us for help bidding for contracts on major infrastructure projects in Bahrain and Egypt. Through our contacts with high-ranking embassy officials, we ensured our client’s bids received fair and equal treatment and consideration in the tender process, and we helped the client secure the contracts it was pursuing.

Qualcomm in Acquisitions and Investments with Omnia

Qualcomm in acquisitions and investments including its joint venture with Omnia, a subsidiary of Saudi Oger, to create a UK-based company to deploy CDMA-based technology; its acquisition of UK-based Elata (Holdings) Limited, which provides content delivery and device management software systems; and its acquisition of Trigenix Limited, a European mobile content delivery software producer.

Regulatory requirements for domestic and international derivatives activities

Advise multiple derivatives market participants, including energy company end-users, regarding the regulatory requirements for domestic and international derivatives activities, specifically the analysis of whether financial products are “swaps” under Dodd-Frank, the analysis of whether a market participant satisfies the CFTC’s swap dealer registration requirements and the application of the CFTC’s guidance on the cross-border application of Dodd-Frank on the market participant’s derivatives activities.

Reliance Infocomm Limited in $750 Million Financing

Represented Reliance Infocomm Limited in connection with its $750 million financing from the Export-Import Bank of the United States and Export Development Canada. The financing was provided to assist Reliance Infocomm in building a state of the art telecommunications infrastructure for India -- the largest and most complex information and communications technology initiative in the world. The definitive documents for the facility were entered into in December 2004 and the facility was drawn on in March 2005. The facility was the largest telecom installations loan for any company world-wide in 2004.

Representation of Citigroup in Multiple Divestments in Mexico and Central America

Represented Citigroup in connection with the disposition of its 16% ownership stake in Grupo Aeroméxico SAB and in the sale of its controlling interest in AFP Confía, a pension management company in El Salvador, to Inversiones Atlántida, S.A., a financial holding company in Honduras. We also advised Citigroup and its Mexican affiliate, Grupo Financiero Banamex, in the sale to an affiliate of EVO Payments International of Banamex’s merchant acquiring business. All three transactions were completed in 2015.

Representation of Coalition of Oil and Gas Companies in Efforts to Pursue California Offshore Oil and Gas Leases

A coalition of eleven oil and gas companies whose efforts to pursue development of their California offshore oil and gas leases were thwarted by the federal government, recovering more than $1.0 billion, including judgment after trial on complex geological and reservoir engineering issues.

Represented Weyerhaeuser Company on $2.65 billion acquisition and integration

Represented Weyerhaeuser Company on the $2.65 billion acquisition and subsequent integration of an LLC that held a controlling interest in another timber REIT, including multiple associated stock and debt issuances totaling over $2 billion by Weyerhaeuser and subsequent integration of operations. Tax advice included structuring, negotiating and drafting agreements, and disclosure. U.S. tax issues included REIT qualification, tax basis step-up, and tax consequences for non-U.S. shareholders of the target.

Sony BMG Music Entertainment Class Action

Represented Sony BMG Music Entertainment in a class action lawsuit brought by the Allman Brothers Band and Cheap Trick on behalf of all artists whose contracts pre-date the era of digital downloaded music. Sony BMG pays the artists under the applicable royalty rate for album sales at brick-and-mortar record stores, while the artists claim that Sony BMG should be paying a much greater royalty rate for downloaded music.

Restructuring of Asian Operations

Represented U.S. multinational corporation in complete restructuring of a significant portion of its operations in Asia. The restructuring included modifying the company’s holding company structure, replacement of the multi-billion dollar internal capital funding structure, preservation of U.S. and foreign tax benefits for a multi-billion dollar operating loss from one segment of the business operations. Covington acted as U.S. tax counsel and the advice addressed foreign tax credit planning and subpart F concerns.

Restructuring of UK Operations

Advised Fortune 50 U.S. multinational on restructuring its UK operations, including multiple foreign to foreign incorporations and transfers involving billion-dollar companies. Advised on numerous aspects of U.S. income tax law, including the impact of cross chain stock sales and distributions on creditable foreign taxes, earnings and profits and previously taxed income.

Review of the right to monitor Internet and electronic communications

Conducted a pan-European and selective US survey of laws and regulations affecting an employer’s right to monitor employee’s Internet use and review electronic communications. We have also advised numerous clients on the law governing call recording and access to (and disclosure of) employee e-mail, including in connection with several personal crises and actions.

Salix Pharmaceuticals in $2.6 Billion of Santarus, Inc.

Representation of Salix Pharmaceuticals, Ltd. in its acquisition of Santarus, Inc. for a total value of approximately $2.6 billion. The transaction closed on January 2, 2014. According to Carolyn Logan, Salix President and Chief Executive Officer, “The acquisition of Santarus is a transformational event for Salix and an important milestone in our growth as the leading gastroenterology-focused specialty pharmaceutical company in the United States.”

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Managing COVID-19: New Disclosure Guidance from the SEC

The second quarter of 2020 is the first period in which most U.S. public companies were fully confronted with challenges presented by the COVID-19 global pandemic. The SEC and its staff (the “Staff”) have recently issued a number of statements regarding disclosure considerations and updates to reporting relief that will affect various aspects of companies’ ...

CFPB Finalizes Amendments to Payday Lending Rule

Today, July 7, 2020, the Consumer Financial Protection Bureau (“CFPB”) released final amendments to its small-dollar lending rule published in November 2017 (the “2017 Rule”), specifically repealing the mandatory underwriting provisions of the rule. The CFPB did not rescind or alter the payments provisions of the 2017 Rule, and instead ratified those provisions ...

Class Action Litigation Update: Key Developments From Second Quarter 2020

There were several notable developments in the second quarter of 2020 affecting class actions. The Judicial Panel of Multidistrict Litigation will hold a hearing at the end of July on several requests to consolidate lawsuits related to the COVID-19 pandemic on an industry-wide basis. Courts issued important decisions addressing Article III standing and the ...

USDA’s AMS Publishes Guidance on BE Testing and Validation of Refining Processes

On July 2, 2020, USDA’s Agricultural Marketing Service (“AMS”) published final guidance documents and FAQs to assist companies in complying with the National Bioengineered (“BE”) Food Disclosure Standard (“NBFDS”). Under the NBFDS, a responsible party need not make a BE disclosure for a BE food if the party can show (1) the food is sourced from a non-BE crop or ...

Covington Receives Most Law360 Rising Stars Among All Law Firms

WASHINGTON— Law360 has named Covington partners Sean Akins, Dustin Cho, Adrian Perry, Jennifer Saperstein, Kayleigh Scalzo, Ashley Simonsen, and William Woolston among its “Rising Stars.” Covington’s seven “Rising Stars” were the most of any firm this year. This annual recognition honors top lawyers under 40 “whose legal accomplishments transcend their age.” ...

FinCEN Releases Guidance Regarding Due Diligence under the BSA for Hemp-Related Business Customers

On June 29, 2020, the Financial Crimes Enforcement Network (“FinCEN”) released guidance regarding financial institutions’ Bank Secrecy Act (“BSA”) and anti-money laundering (“AML”) risk considerations with respect to hemp-related businesses.[1] The guidance is intended to enhance the access of lawful hemp-related businesses to financial services and ...

FCPA Resource Guide, Second Edition: What You Need To Know

On July 3, 2020, the U.S. Department of Justice’s (“DOJ” or the “Department”) Criminal Division and the U.S. Securities and Exchange Commission’s (“SEC”) Enforcement Division quietly released A Resource Guide to the U.S. Foreign Corrupt Practices Act, Second Edition (the “Second Edition”). The first edition of the Resource Guide (the “First Edition”) was ...

NY DFS Launches Virtual Currency Initiatives

The New York State Department of Financial Services (DFS) launched a series of virtual currency initiatives last week meant to expand access to and clarify rules regarding the use of virtual currencies in the state. First, DFS has proposed a conditional licensing framework for virtual currency providers. In connection with this framework, DFS has signed...… ...

The Volcker Rule “Covered Funds” Rule: Eight Things to Know

On June 25, 2020, five federal financial regulators jointly issued a final rule that modifies existing regulations implementing the Volcker Rule’s general prohibition on banking entities investing in, sponsoring, or having certain relationships with hedge funds or private equity funds (collectively, “covered funds”). The substance of the final rule is largely ...

Covington Represents Piramal in $490M Sale of Stake in Pharmaceutical Unit

WASHINGTON—Covington represented Piramal Enterprises Limited (PEL) in the sale of a 20% stake in Piramal Pharma Limited (Piramal Pharma), a wholly owned subsidiary of PEL that will contain its pharmaceutical businesses, to CA Clover Intermediate II Investments, an affiliated entity of CAP V Mauritius Limited, an investment fund managed and advised by affiliated ...

CFTC’s Civil Monetary Penalty Guidance: A Perspective from a Former CFTC Regulator

On May 20th the U.S. Commodities Futures Trading Commission (the “CFTC”) Division of Enforcement (the “Division”) announced new guidance for Division staff to consider when recommending civil monetary penalties in an enforcement action (the “CMP Guidance” or the “Guidance”). As a former CFTC regulator who brought dozens of cases over a 13 year career in...… ...

Covington Achieves 2020 WILEF Gold Standard Certification in U.S. and UK

WASHINGTON—The Women in Law Empowerment Forum (WILEF) has named Covington to its 2020 Gold Standard Certification list in both the United States and United Kingdom. This is the sixth year in which the firm has been recognized in the U.S. and the first for both countries. WILEF grants Gold Standard status to major law firms that meet objective criteria ...

Supreme Court Pares Back the SEC’s Disgorgement Remedy

On June 22, 2020, in Liu v. SEC, the U.S. Supreme Court, by an 8-1 majority, upheld the SEC’s decades-old practice of seeking disgorgement of ill-gotten gains from securities law violators in civil enforcement actions filed in federal district court. The SEC’s victory, however, was tempered by the Court’s insistence that disgorgement must be strictly limited to ...

Anita Stork Named to Daily Journal's 2020 Top Antitrust Lawyers

LOS ANGELES—Daily Journal has named Anita Stork to its 2020 Top Antitrust Lawyers, a recognition of the leading California lawyers who specialize in antitrust litigation. Ms. Stork is a partner in our San Francisco office and the co-chair of the firm's Antitrust Litigation Practice Group. She is an experienced, nationally recognized litigator who has ...

FTC and NAD Actions Highlight Continued Scrutiny of Online Reviews

As consumers rely more and more on the “independent” reviews of their peers in choosing products and services, advertisers need to remain vigilant that their role (if any) in disseminating such reviews is fairly disclosed, accurate and not misleading. The pitfalls in this area were recently illustrated by a pair of enforcement actions brought by the Federal ...

Presidential Proclamation Blocks Entry of Foreign Workers Into the U.S.

On June 22, 2020, President Trump issued a proclamation titled “Proclamation Suspending Entry of Aliens Who Present a Risk to the U.S. Labor Market Following the Coronavirus Outbreak” (“June 22 Proclamation”). The June 22 Proclamation blocks the entry of foreign workers entering the United States on certain nonimmigrant visa categories, including H-1B, H-2B, ...

Justices' Liu Ruling Creates More Questions Than Answers

Gerald Hodgkins is quoted in Law360 regarding the U.S. Supreme Court’s opinion in Liu v. SEC, which determined that the SEC can obtain disgorgement through enforcement actions in district courts as a form of equitable relief. Mr. Hodgkins says the regulator's current practice of seeking a tippee's profits from a tipper in insider trading cases likely won't fly ...

California Attorney General Finalizes CCPA Regulations

On June 1, California Attorney General Xavier Becerra announced that he has submitted to the Office of Administrative Law the final regulations implementing the California Consumer Privacy Act (“CCPA”). While the final regulations do not make any changes to the second modified version of the regulations released in March, the commentary released by the Attorney ...

OCC Reiterates Preemption Principles In Light Of Coronavirus Relief Measures

In response to the COVID-19 pandemic, state and local lawmakers have implemented measures requiring financial institutions to provide relief to consumers, such as forbearance on loan payments or waiving fees. The OCC has released a bulletin reminding stakeholders that federally-chartered institutions generally are governed primarily by uniform federal standards ...

Billions in COVID-19 Federal Contract Awards Not Facing Protests

Kayleigh Scalzo is quoted in Bloomberg Law regarding the decision by losing bidders for federal contracts not to protest COVID-19 contract awards in court or before the agency responsible for ensuring contract integrity. According to Ms. Scalzo, staying on the good side of the federal agencies that many contractors have long-term relationships with may explain, ...

Supreme Court Preserves DACA

WASHINGTON—The Supreme Court of the United States, in a 5-4 ruling, struck down the Trump Administration’s attempt to rescind the Deferred Action for Childhood Arrivals (DACA) program, which provides individuals who were brought to the U.S. as children the opportunity to live and work legally in United States. Covington has represented the University of ...

CFTC Approves Both Interim Final Rule and a Proposed Rule and Extends No-Action Relief in Response to Covid-19

On May 28, 2020, the Commodity Futures Trading Commission (CFTC) unanimously approved an interim final rule in order to grant an extension of the compliance schedule for uncleared swaps in response to the many operational challenges entities are facing in the wake of the COVID-19 (coronavirus) pandemic. It also approved a proposed rule exempting certain...… ...

Analysis of the Justice in Policing Act of 2020

On June 8, 2020, the House of Representatives introduced the Justice in Policing Act of 2020 (hereinafter “the Act” or “the bill”) to “hold law enforcement accountable for misconduct in court, improve transparency through data collection, and reform police training and policies.” We anticipate a House committee markup the week of June 15 and a...… Continue ...

Uniform Regulations Detail U.S.-Mexico-Canada Agreement’s Rules of Origin

On June 3, 2020, the Office of the U.S. Trade Representative released the Uniform Regulations elaborating on the rules of origin in the United States-Mexico-Canada Agreement (“USMCA”). As the USMCA is slated to enter into force on July 1, 2020, the Uniform Regulations reflect the three parties’ consensus on how the USMCA’s rules of origin...… Continue Reading

Credit problem: SOFR faces uphill struggle in loan market

Jeremy Newell is quoted in Risk regarding the secured overnight financing rate (SOFR) and its effort to replace LIBOR, the long-standing benchmark rate used around the world. amid the pandemic. Mr. Newell says, “It’s a perfect microcosm of exactly how this debate between Libor and SOFR has gone. They attempted to stick to the script and insist on SOFR for ...

CBD companies get hit with wave of class action lawsuits

Miriam Guggenheim spoke with Politico about the proliferation of CBD retailers and manufacturers and the wave of recent class-action lawsuits. Ms. Guggenheim says, “It's an area of uncertainty. I do think this is an area where FDA has primary jurisdiction, and the courts should allow at least the questions of the legality of CBD or hemp extracts to be determined ...

Whose Knowledge Counts? The Expanding Scope of Government Knowledge in FCA Cases

Next week marks the four-year anniversary of the Supreme Court’s landmark False Claims Act (“FCA”) decision in Universal Health Services, Inc. v. Escobar, 136 S. Ct. 1989 (2016). In Escobar, the Court set a high bar for demonstrating the materiality of an alleged violation to the Government’s payment decision, declaring that “if the Government regularly pays a ...

BIO 2020: Are We Ready for Decentralized Clinical Trials?

Wade Ackerman is quoted in BioSpace regarding the decentralization of clinical trials in the pharmaceutical industry. Mr. Ackerman says the “all hands on deck” approach to the pandemic by Congress and the FDA set the stage for clinical trial innovation. “It has set up a lot of conversations about where telehealth is, and where it will be six months from now,” he ...

Washington Becomes Latest State to Pass Law Prohibiting Foreign Involvement in Campaign Finance Activity

Effective today, June 11, 2020, a new law in Washington state prohibits involvement of “foreign nationals” in state campaign finance activity. The law also requires corporations and other entities to certify their compliance with the new law whenever they make a contribution in the state. This new law reinforces Washington’s reputation as one of the...… ...

SEC Revises Financial Statement Disclosure Rules For Acquired and Disposed Businesses

On May 20, 2020, the SEC adopted amendments to requirements for financial disclosures about acquired and disposed businesses. These rules have remained largely static for several decades, even as many other SEC rules and forms have undergone significant revisions in that time period. The amendments are intended to reduce the complexity and costs associated with ...

Lawyers Uneasy as COVID19 Delays Africa Free Trade Deal

Witney Schneidman is quoted in Law.com International regarding the postponement of the African Continental Free Trade Area (AfCFTA) due to a concentration on limiting the spread of COVID-19. Mr. Schneidman says, “AfCFTA will give Africa more control over its own destiny, and accelerate economic growth.” Speaking on the cross-border impacts of AfCFTA, he adds, ...

A Quiet Panic Is Growing in US Boardrooms Over Huawei Ban

Samantha Clark spoke with Bloomberg about the threat to government contractors over the Huawei ban. Ms. Clark says, “It’s inevitable to find Huawei prevalent in systems across China, Europe, and Africa. Some companies that might sell products that eventually get bought by the U.S. government’s many links down the line don’t even realize just how much they are ...

Frequently Asked Questions and Answers Regarding the Trump Administration’s Push to Secure Supply Chains in the United States/New Interagency Effort Aimed at Expanding Sectors, Measures

It has been publicly reported that discussions are underway within the Trump Administration for a coordinated interagency initiative to remove key industrial supply chain dependencies from overseas, especially China, and redouble efforts to secure such supply chains in the United States. While this initiative proceeds alongside ongoing efforts to secure supply ...

Congress Increases Flexibility for Forgiveness under the Paycheck Protection Program, yet Uncertainty about Implementation Remains

The Paycheck Protection Program Flexibility Act of 2020 (the “Flexibility Act”) was signed into law on June 5, revising a number of key requirements for loan forgiveness under the Paycheck Protection Program (“PPP”). The Program has provided support to a number of organizations negatively impacted by COVID-19 in the form of loans that can be...… Continue Reading

Frequently Asked Questions and Answers Regarding the Trump Administration’s Push to Secure Supply Chains in the United States

The coronavirus pandemic is reigniting a fierce debate over compounded drugs

Julie Dohm is quoted in STAT News regarding the FDA’s temporary policy allowing smaller pharmacies to make certain drugs for treating COVID-19 without first receiving a patient’s prescription for the drug. The condition for this new policy is that the pharmacies sell the drugs to a hospital that can prove it could not source the drugs from elsewhere. Ms. Dohm ...

Wade Ackerman and Amy Toro Named Top Health Care Lawyers

LOS ANGELES—Daily Journal has named Wade Ackerman and Amy Toro to its 2020 Top Health Care Lawyers, a recognition of the leading California lawyers who specialize in health care litigation, transactions, and counselling. Mr. Ackerman, a partner in our Los Angeles office, advises clients on complex FDA issues that require coordinated legal, regulatory, and public ...

Landlord and Tenant Issues in Light of the COVID-19 Pandemic

On 23 March 2020 the UK government required all non-essential businesses to close their premises and the general public was advised to stay at home unless making essential journeys. This was made law on 25 March 2020 via the Coronavirus Act 2020, enforceable from 1 p.m. on 26 March 2020. Whilst some types of non-essential businesses have subsequently been ...

OCC Initiates Push To Reassess Banking Innovation Rules

Karen Solomon spoke with Law360 about the Office of the Comptroller of the Currency’s push to speed up the digital transformation in banking. Ms. Solomon says, “Acting Comptroller Brooks has been a strong advocate for the use of technology in banking. This ANPR clearly places technology and innovation at the top of his agenda for the OCC.” The agency’s request ...

Employers must consider privacy protections as they roll out contact-tracing tools

Libbie Canter is quoted in Med City News regarding the privacy concerns for employers seeking to track employees in order to limit the spread of COVID-19. Ms. Canter says when it comes to contact tracing and location monitoring, companies should be cautious in the questions they ask and how much data they collect. She adds, “Companies need to think about not ...

DOJ Releases FARA Determination Letters

The Department of Justice’s FARA Unit has publicly posted, for the first time, a set of FARA determination letters. A determination letter is the Unit’s formal opinion on whether an entity under scrutiny by the Department is required to register under FARA. As far as we can tell, the release was done quietly, without public...… Continue Reading

Covington Adds Financial Services Regulatory Partner in London

LONDON —John Ahern has joined Covington’s Financial Services Industry Group in London as a partner. With more than 30 years of experience in UK, European, and Asian financial markets, Mr. Ahern helps banks, multilateral trading facilities, broker-dealers, asset managers, and investment advisors solve their regulatory challenges. He offers clients deep knowledge ...

Reporting Donors’ Names to IRS No Longer Required for Certain Nonprofits Per Final Treasury Regulations

Certain tax-exempt organizations are no longer required to report to the IRS the names and addresses of donors on IRS Form 990, Schedule B, according to final regulations published on May 28, 2020. Noncharitable organizations, such as 501(c)(4) social welfare organizations and 501(c)(6) trade associations, may report only the amounts received from each ...

How coronavirus could alter Feds thinking about stress tests

Jeremy Newell is quoted in the American Banker regarding the Federal Reserve’s plan to publish stress tests results of banks’ pre-coronavirus condition. According to Mr. Newell, “It could be that the Fed could take the sensitivity analysis, and if they saw results that were especially concerning for them, use that as the basis of individual engagement with a ...

Covington Advises Commerce Layer in Series A Preferred VC Financing and Reorganization

PALO ALTO —Covington advised Commerce Layer in its $6M Series A Preferred VC Financing, led by Benchmark with participation from Mango Capital, DAXN, PrimeSet, SV Angel, and NVInvestments. The investment required the Covington team to also reorganize Commerce Layer by establishing a US parent company for its existing Italian business. Commerce Layer provides a ...

Lawyers encouraged by CFTC vow to avoid piling on

Anne Termine spoke with Global Investigations Review about the U.S. Commodities and Futures Trading Commission’s vow to recognize punishments issued by other agencies when calculating its own civil penalties. Ms. Termine says the new guidance lacked information about the technical aspect of penalty calculations, such as how investigators decide how many separate ...

Africa's Lack of Data Protection and Cybercrime Laws Has Created Deep Vulnerabilities. But Is Change On The Way?

Robert Kayihura is quoted in The American Lawyer regarding COVID-19's impact on the urgent need for African cyber laws. Mr. Kayihura says, “Only nine African countries have data protection legislation and another 22 have draft regulations pending.” He adds that the impetus for change appears to be increasing, not least by way of an ambitious plan to create a ...

Walmart shareholders to vote on employees for board seats

Reid Hooper is quoted in Roll Call regarding rules and regulations companies should take into account when considering those for seats on its board of directors. Independence would be a concern for companies in appointing a non-management employee to the board. He notes that stock exchange rules require boards to be majority independent, and that non-independent ...

Congressional Pandemic Oversight Bodies Begin to Take Shape

As we reported in our prior client advisory on the wave of investigations to follow the pandemic, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act established three new bodies to conduct oversight and investigations on pandemic-related issues. Separately, House Speaker Nancy Pelosi announced a special committee to conduct additional ...

Federal Agencies Share Principles for Offering Small-Dollar Loans

On May 20, 2020, the federal financial institution regulatory agencies—the Federal Reserve Board, the Federal Deposit Insurance Corporation, the National Credit Union Administration, and the Office of the Comptroller of the Currency—issued principles for responsibly offering small-dollar loans in order to meet consumers’ growing short-term credit needs.In the ...

OCC Issues Final Rule Revising Community Reinvestment Act Regulations

On May 20, 2020, the Office of the Comptroller of the Currency (the “OCC”) issued a final rule overhauling its regulations implementing the Community Reinvestment Act (the “CRA”). The CRA, enacted in 1977, incentivizes banks to meet the credit needs of their entire communities, including low- and moderate-income (“LMI”) neighborhoods. The final rule makes the ...

FDA Grants Flexibility for Minor Changes to Labeled Ingredients

On May 22, 2020, FDA issued a temporary policy permitting manufacturers to use existing labels even if they need to make minor ingredient changes due to supply chain disruptions caused by the COVID-19 public health emergency. Limited shortages and other disruptions in the supply of food ingredients have already occurred, and manufacturers may experience ...

Congressional Pandemic Oversight Bodies Begin to Take Shape

Pharma panics as Washington pushes to bring drug manufacturing back to the U.S.

Thomas Cosgrove is quoted in STAT News regarding the cost for U.S. pharmaceutical companies to produce drugs domestically. Mr. Cosgrove says, “What would it take the supply chain to come all the way back to the U.S.? It’s simple: It will take decades and billions.”

When Is Fear a Protected Reason for Not Coming to Work?

Carolyn Rashby spoke with SHRM about the decisions companies will have to make when employees are fearful of entering the office due to COVID-19 concerns. Ms. Rashby says after decisions about who can and can't work remotely are made and communicated, disciplining or firing employees who refuse to come in out of a generalized fear likely is permissible in many ...

FDA and USDA Publish MOU to Prevent Interruptions at FDA-Regulated Food Facilities

Earlier this week, FDA and USDA issued a Memorandum of Understanding (“MOU”) establishing how the two agencies will communicate and collaborate with respect to the potential invocation of the Defense Production Act (“DPA”). The agreement outlines how the agencies will determine whether USDA will exercise its presidentially-delegated DPA authorities over ...

CFPB Issues Innovative No-Action Letter Template to Reduce Regulatory Uncertainty for Banks Offering Small-Dollar Credit Products

Today, May 22, the Consumer Financial Protection Bureau (“CFPB”) issued an important no-action letter template in response to an application by the Bank Policy Institute (“BPI”), which could serve as the basis for no-action letter applications by BPI members and other deposit-taking institutions that wish to offer a standardized, small-dollar credit product as ...

Federal Reserve Publishes Additional Detail on TALF

On Wednesday, May 20, 2020, the Board of Governors of the Federal Reserve System (the “Board”) announced further details on the Term Asset-Backed Securities Loan Facility (“TALF”). The Board’s announcement contains key documents and forms, including the Master Loan and Security Agreement; updated FAQs and a blackline reflecting changes made against the version ...

Federal Banking Agencies Issue Interagency Lending Principles for Offering Responsible Small-Dollar Loans

On May 20, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the National Credit Union Administration, and the Office of the Comptroller of the Currency (collectively, the “agencies”) issued interagency principles (the “Lending Principles”) to encourage supervised banks, savings associations, and credit unions ...

CFIUS Proposes New Rules Governing Mandatory Filing Requirements for Critical Technology Businesses

On May 21, 2020, the Department of the Treasury, as chair of the Committee on Foreign Investment in the United States (“CFIUS”), published in the Federal Register a proposed rule (the “Proposed Rule”) that would amend the requirements to file with CFIUS certain transactions involving U.S. businesses that produce, design, test, manufacture, fabricate, or develop ...

Second Circuit Uses Preemption to Extinguish Slack-Fill Class Action

Slack-fill class actions have been proliferating. The vagaries of the definition of “nonfunctional slack fill” have made food, candy, and cosmetics manufacturers easy prey. But after the Second Circuit’s May 11 decision in Critcher v. L’Oréal USA Inc., slack-fill claims against cosmetics manufacturers will be harder to bring. Courts are now more likely to find ...

Opening the Doors: Return-to-Workplace Considerations During COVID-19 (OSHA Reinstates Employers’ Obligations to Record Work-Related COVID-19 Cases)

On May 19, OSHA issued updated guidance reinstating employers’ obligations to record work-related COVID-19 cases. The guidance takes effect May 26. OSHA had previously suspended this obligation for most employers in an April 10 enforcement discretion document, but advocates for both employers and employees have recently pressed for more robust guidance from OSHA ...

USDA APHIS Animal Care Finalizes Revised Licensing Regulations

Last week, the Animal and Plant Health Inspection Service (APHIS) of the United States Department of Agriculture, through the Deputy Administrator for Animal Care (Animal Care), published its final revised regulations for licensing dealers, exhibitors, and operators of auction sales under the Animal Welfare Act, 7 U.S.C. §§ 2131, et seq. (AWA). The revised ...

U.S. business takes on burden of testing employees for coronavirus

Christopher Hanson is quoted in the Financial Times regarding the private sector’s undertaking of COVID-19 testing for its employees. Mr. Hanson notes that diagnostic testing “presents an array of regulatory considerations” in the U.S., such as checking whether a test has been approved by regulators. He says that even in the U.S. “the landscape is changing ...

Latinvex Names Four Covington Lawyers Among “Latin America’s Top 100 Lawyers”

NEW YORK—Latinvex has named Covington lawyers Nicole Duclos, Rubén Kraiem, Miguel López Forastier, and Gabriel Mesa among its list of Latin America’s Top 100 Lawyers. Ms. Duclos represents clients in international commercial and investment arbitration, as well as transnational litigation. According to the publication, “Nicole Duclos is a skilled practitioner ...

OCC Finalizes Overhaul Of Community Lending Rules

Randy Benjenk spoke with Law360 about the Office of the Comptroller of the Currency’s overhaul of bank regulations of lending to low-income and underserved communities. The rulemaking document still leaves some open questions, including what specific numerical thresholds and benchmarks banks will be judged against under the revised grading methodology. Mr. ...

OCC Goes It Alone on Anti-Redlining Rule Rewrite

Randy Benjenk is quoted in Bloomberg Law regarding new anti-redlining rules from the Office of the Comptroller of the Currency. Mr. Benjenk says the OCC’s plans to assess new data as banks are still complying with existing CRA rules is going to create problems for the industry and the agency’s examiners. He adds, “CRA personnel are going to have to be doing many ...

New CFIUS Report Offers a Glimpse of First Data Collected Post-FIRRMA; CFIUS Announces New Web Portal Coming Soon

The Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”) released its Annual Report to Congress regarding foreign acquisitions of, and investments in, U.S. businesses reviewed by CFIUS in 2018. The Committee also released a table reflecting data on the total number of formal reviews (not declarations) in 2019.

The Foreign Agents Registration Act (FARA): A Guide for the Perplexed

In 1938, Congress enacted the Foreign Agents Registration Act ("FARA"), requiring "foreign agents" to register with the Attorney General. As amended over the years, it applies broadly to anyone who acts on behalf of a "foreign principal" to, among other things, influence U.S. policy or public opinion. Until recently, it was a backwater of American law—and a ...

Keep or Return: Inside ‘Roller Coaster’ Consideration for Coronavirus Borrowers

Daniel Suleiman spoke with Law.com about the U.S. Treasury Secretary’s warning to companies improperly tapping into pandemic relief loans meant for struggling small businesses. Mr. Suleiman says, “There is a lot of public scrutiny on this program right now, in particular on public companies and others who accepted these loans. And that can sometimes drive ...

FDA Issues New Guidance for Development of COVID-19 Drugs and Biological Products

On May 11, 2020, the U.S. Food and Drug Administration (“FDA”) issued new guidance on the development of drugs and biologics to treat or prevent COVID-19: COVID-19 Public Health Emergency: General Considerations for Pre-IND Meeting Requests for COVID-19 Related Drugs and Biological Products (“Pre-IND Guidance”) and COVID-19: Developing Drugs and Biological ...

Opening the Doors: Return-to-Workplace Considerations During COVID-19

Businesses are developing plans for reopening workplaces. As they do, many employers are considering ways to determine which employees can safely return to the workplace, and what protective equipment should be provided to employees once they return. In both the United States and European Union, many of the products used in these strategies are regulated as ...

Companies Face Fraught Choice On PPP Return Deadline

Daniel Suleiman and Amanda Kramer spoke with Law360 about the safe harbor deadline established by the Small Business Administration for companies that may have improperly taken out loans through the Paycheck Protection Program. According to Mr. Suleiman, since SBA’s announcement that companies with substantial market value will not meet the required ...

CMS Finalizes Rule Expressly Permitting Copay Accumulator Programs

On May 7, 2020, the Centers for Medicare & Medicaid Services (“CMS”) announced that it had finalized the Notice of Benefit and Payment Parameters for 2021 (“2021 NBPP Final Rule”). The final rule, which will go into effect on July 13, 2020, expressly allows certain health plans to determine, to the extent permitted by state law, whether to count pharmaceutical ...

House Leaders Push Ahead with Proposal for Virtual Oversight

Last month, we highlighted congressional efforts to ensure that Congress is able to continue conducting the business of the American people during the ongoing COVID-19 crisis. After weeks of halting progress, those efforts took an important step forward this morning with the release of a proposed resolution that would temporarily modify the House rules to ...

Managing COVID-19 - Additional Relief from the SEC

The SEC and its staff continue to respond to the COVID-19 pandemic by providing public companies and other filers with relief from certain reporting requirements, as well as rule amendments. Recently, the SEC’s Division of Corporation Finance (the “Division”) issued several frequently asked questions (“FAQs”) relating to the SEC’s March 25, 2020 Order that ...

FDA Issues Temporary Guidance on New CARES Act Provision Requiring Certain Device Notifications to CDRH

The recently-enacted Coronavirus Aid, Relief, and Economic Security Act (CARES Act) added new section 506J to the Federal Food, Drug, and Cosmetic Act (FDCA). This section requires manufacturers of certain devices to notify FDA of an interruption or permanent discontinuance in manufacturing during, or in advance of, a declared public health emergency. On May 6, ...

First Circuit Revives Claim That “100% Natural” Label May Be Deceptive for Products that Contain GMOs

On May 7, 2020, the First Circuit handed down Lee v. Conagra Brands, Inc., which reinstates a previously-dismissed complaint alleging that Wesson Oil labeled “100% Natural” is plausibly misbranded because it contains corn oil made with GMOs. Until now, GMO class actions have had a mixed reception in the district courts. Lee is the first circuit court decision to ...

House Leaders Push Ahead with Proposal for Virtual Oversight

That's a Wrap: What Leading Appellate Lawyers Say About Historic SCOTUS Arguments

Beth Brinkmann spoke with The National Law Journal about the historic U.S. Supreme Court teleconference arguments during the COVID-19 pandemic. Ms. Brinkmann says, “The participation by Justice Thomas is a real benefit of the phone format. His questions to the advocates allow them the opportunity to address his concerns. It also means that the conversation can ...

Pandemic makes climate action case as sustainable funds do well

David Martin spoke with Roll Call about the success of companies that consider environmental, social, and governance issues in their business models through the COVID-19 pandemic. Mr. Martin says, “The pandemic is causing companies to ask and answer questions which ESG, in some areas at least, has already been asking. What is your ability to cope with a broader ...

Covington and Six Lambda Announce One-Stop-Shop For Political Contributions Monitoring and Preclearance Support, Access to 50-State Survey

So-called "pay-to-play" rules can be a source of substantial anxiety for companies and investment firms doing business with state or local governments. Due to these pay-to-play rules, the personal political contributions of company executives, directors, employees, and even family members of employees can cause their investment firm employers to lose millions of ...

US lawmakers propose temporary COVID-19 privacy law

Libbie Canter is quoted in Global Data Review regarding a bill that would regulate contact-tracing apps and similar projects geared towards tracking the spread of COVID-19. Ms. Canter says the bill is narrow in scope, but where it does apply, the protections are stronger than those offered by state laws like the CCPA. She raises questions about how the bill ...

Going Back to Work: Tips on What Your Boss Can—and Can’t—Make You Do

Lindsay Burke is quoted in The Wall Street Journal regarding the actions employers can take when asking employees to return to work during the COVID-19 pandemic. When addressing the concerns of an employee who is nervous to commute to work, Ms. Burke says, “If you are able to work from home, ask to do so. If you are considered a vulnerable individual or have an ...

Washington Nationals General Counsel Joins Covington

WASHINGTON—Damon Jones, who most recently served as Senior Vice President & General Counsel of the Washington Nationals Major League Baseball franchise, has joined Covington’s Sports Practice in the Washington office. Mr. Jones has more than 20 years of experience advising clients in sports, media, and entertainment matters. During his nearly 13 years with the ...

Is Fed taking too long on middle-market loan relief?

Jeremy Newell is quoted in the American Banker regarding the Federal Reserve’s management of middle-market loan relief. Mr. Newell says the Main Street Lending Program is “just fundamentally different than anything the Fed has ever undertaken in its other emergency liquidity facilities” and likely requires more time to make sure all processes are in place. He ...

Emergency Contracting During COVID-19: A Guide to FAR Part 18

The government’s response to the coronavirus pandemic implicates a host of authorities of interest to contractors, from those under the Stafford Act to its recently invoked Defense Production Act powers. The government has another critical, and perhaps under-examined, set of tools at its disposal to meet the demands of the pandemic: FAR Part 18, “Emergency...… ...

National Security Tariff Investigation Targets Steel-Based Components of Electrical Transformers

The Commerce Department on May 4, 2020, announced a new investigation under Section 232 of the Trade Expansion Act of 1962, this time examining whether “laminations for stacked cores for incorporation into transformers, stacked and wound cores for incorporation into transformers, electrical transformers, and transformer regulators are being imported into the ...

Managing COVID-19: Nasdaq Temporary Shareholder Approval Relief

In response to the ongoing impact of the COVID-19 outbreak, Nasdaq has adopted temporary relief through June 30, 2020 from shareholder approval requirements pertaining to the so-called “20% rule.” The relief is effective immediately and intended to give Nasdaq-listed companies additional flexibility to raise capital through private placements in situations where ...

National Security: President Trump Signs Executive Order on Securing the United States Bulk-Power System

On May 1, President Donald Trump signed an executive order on “Securing the United States Bulk-Power System” (the “Order”) that gives the Department of Energy new authorities to block or mitigate certain transactions involving bulk-power system electric equipment designed, developed, manufactured or supplied by a “foreign adversary” based on national security ...

European Union Justice Commissioner Commits to Regulation on Corporate Human Rights and Environmental Due Diligence

On April 29, 2020, in a webinar hosted by the European Parliament’s Responsible Business Conduct Working Group, EU Commissioner for Justice Didier Reynders announced that the European Commission (the “Commission”) will move swiftly to introduce regulation on mandatory human rights and environmental due diligence for companies, with its legislative proposal to ...

New FDA Guidance Describing Exemptions, Exclusions, and Discretion Relating to Drug Supply Chain Security Act Requirements During the COVID-19 Public Health Emergency

The United States Food and Drug Administration (FDA) recently published a Guidance for Industry, Exemption and Exclusion from Certain Requirements of the Drug Supply Chain Security Act During the COVID-19 Public Health Emergency (Guidance), to (1) clarify the applicability of the Drug Supply Chain Security Act (DSCSA) to certain distribution activities, and (2) ...

As US Reopens, Businesses Want Protections From Lawsuits

Lindsay Burke spoke with Agence France-Presse about the lawsuits U.S. businesses may face from employees who contract COVID-19 while at work. Ms. Burke says companies should follow government guidelines to protect themselves legally as they bring employees back into the workplace. “We are generally advising employers to resume on-site operations in a voluntary ...

Policyholders Beware: The Risks of Multi-District and Class Action Treatment of COVID-19 Insurance Claims

In recent weeks, plaintiffs’ law firms that do not specialize in insurance coverage have filed requests to consolidate coronavirus-related insurance lawsuits into a single, federal multi-district litigation (MDL) proceeding, or into state or federal court class actions. The premise of these efforts is that coronavirus-related property and business interruption ...

COVID-19 Updates of Relevance to the Food Industry

Since Covington’s last client alert on developments for the food industry during the COVID-19 public health crisis, the Occupational Safety and Health Administration (“OSHA”) and the Centers for Disease Control and Prevention (“CDC”) have posted a number of updates of interest to the industry. Additionally, President Trump has issued an Executive Order ...

Federal Reserve Bank of New York Releases Updated FAQs on Primary Market Corporate Credit Facility and Secondary Market Corporate Credit Facility

On May 4, 2020, the Federal Reserve Bank of New York (the “FRBNY”) released an updated series of Frequently Asked Questions (“FAQs”) regarding two of the Federal Reserve’s liquidity facilities established to provide financial assistance to businesses impacted by the COVID-19 pandemic: the Primary Market Corporate Credit Facility (“PMCCF”) and the Secondary ...

National Law Journal Again Names Covington to “Pro Bono Hot List”

WASHINGTON—For the third consecutive year, The National Law Journal has named Covington to its “Pro Bono Hot List.” The law firms appearing on the 2020 Pro Bono Hot List were recognized for taking on “some of the biggest issues of our time.” In its profile of the firm, The National Law Journal highlights Covington’s Pro Bono efforts in two significant matters. ...

Will coronavirus hasten arrival of fully remote bank exams?

Karen Solomon is quoted in the American Banker regarding the potential emergence of fully remote bank exams. Ms. Solomon says, “The agencies can’t just pick up where the old schedule left off by the time the pandemic winds down. It’s going to take some time to catch up. This is uncharted territory."

It’s Time to Help Africa Fight the Virus

If COVID-19 spreads across Africa, it would not only be a human catastrophe for the continent, but one that threatens the Northern Hemisphere with future outbreaks and further human and economic losses. What is true in the United States, where people in poor and minority neighborhoods are dying in disproportionate numbers, is true for the...… Continue Reading

International Trends in Responses to the COVID-19 Pandemic in the Pharmaceutical Sector

This Alert discusses relevant mechanisms and cross-border trends in responding to the COVID-19 pandemic in the pharmaceutical sector. It focuses on international developments and does not consider the many initiatives and activities that are taking place at the national or local level.

Consumer Product Safety Compliance During the COVID-19 Pandemic

Poison prevention has been one of several top priorities of the U.S. Consumer Product Safety Commission (“CPSC”) during the COVID-19 pandemic. President Trump’s recent speculation about the ingestion of disinfectants as a potential COVID-19 treatment prompted the agency to tweet an urgent safety warning the following day, and product manufacturers have issued ...

A Rookie’s Guide to Federal Lobbying Compliance: Four Key Risks for Companies Contacting Government Officials on COVID-19 Matters

As the impact of the COVID-19 pandemic spreads through every industry, companies that previously steered clear of Washington, D.C. may find themselves contacting the federal government for assistance. From communicating with Members of Congress about potential provisions of the CARES Act to requesting new forms of assistance from federal agencies that oversee ...

State Lobbyist and Campaign Finance Filing Changes Related to COVID-19

As states grapple with the effects of the COVID-19 crisis, many have opted to make changes to campaign finance and lobbying reporting due dates and filing procedures. Covington has assembled a chart of changes to state campaign finance and lobbying filing schedules that states have announced as of last week.

Coronavirus could forever change corporate annual meetings

David Martin is quoted in Roll Call regarding the lasting effects of coronavirus on corporate annual meetings. Mr. Martin says, “I think this year’s experience will be a real needle-mover.” He also notes that virtual meetings also have smaller carbon footprints, an impact about which some investors are increasingly concerned. Ultimately, how big of a shift ...

The Legal Fight Between Insurers and Businesses Is Expanding

Benedict Lenhart spoke with The Wall Street Journal about the lawsuits filed by policyholders suing their property insurers to pay coronavirus-related claims. Mr. Lenhart says with the mounting litigation, “it could be the battle of epidemiologists” over the presence of COVID-19, including contamination on surfaces and the duration of the contamination.

CFIUS Filing Fees Go Into Effect May 1

The day we have all been expecting has finally come — CFIUS filing fees are going into effect on May 1, 2020. As discussed in our earlier alert, on March 4, 2020, the Department of the Treasury (“Treasury”) issued a proposed rule regarding CFIUS filing fees, which were authorized under the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”). ...

Privacy Challenges Against FATCA Face Uphill Battle

Michael Lloyd is quoted in Law360 regarding the implications of EU data protection laws on the U.S. Foreign Account Tax Compliance Act’s requirements. Mr. Lloyd says there has been very little, if any, traction for cases against FATCA in the U.S. He adds, “Those cases went nowhere in the U.S. They didn’t survive and there has been no real challenge.”

Biggest Hurdle to Bringing People Back to the Office Might Be the Commute

Lindsay Burke spoke with The Wall Street Journal about the incentives companies can offer to employees returning to work. Ms. Burke says, “Extremely large companies might offer to subsidize people's purchases of private vehicles or subsidize rental cars.”

China Toughens Procurement Rules for Tech Equipment

Yan Luo is quoted in The Wall Street Journal regarding China’s tough, new adoption of cybersecurity rules for buyers of technology equipment, which could place foreign tech products at a disadvantage in the Chinese market. Ms. Luo says the prospect of potentially lengthy reviews may prompt Chinese companies to stay away from foreign products and services.

Opening the Doors: Return-to-Workplace Considerations During COVID-19, Part Five: International Employment Considerations

Whether a company is an essential business or is expecting to reopen in the coming weeks, a number of challenges must be addressed in order to provide a safe environment in which employees can work, while at the same time mitigating risk and restoring operations. Generally speaking, employees can be required to come to the workplace, but this general rule must ...

Will High Court's Trademark Ruling Spark Litigation Wave?

Ronald Dove spoke with Law360 about the potential increase in trademark litigation cases following a U.S. Supreme Court ruling. Mr. Dove says, “An accidental infringement by a small mom-and-pop business is not likely to lead to an award of profits and financial ruin. But a willful or reckless disregard of preexisting trademark rights will now more readily be ...

Affiliate and Family Member Relationships Under the Paycheck Protection Program: Top Five Things for Lenders to Know in Navigating Potential Conflicts of Interest

As the Paycheck Protection Program (“PPP”) is about to re-open following passage of a bill that will provide additional $310 billion in funds to the program (including funds reserved for loans by certain small and mid-sized lenders), the rules of the Small Business Administration (“SBA”) that prohibit or restrict loans to the small business ventures of bank ...

Presidential Proclamation Suspending Entry of Immigrants Who Present Risk to the U.S. Labor Market During the Economic Recovery Following the COVID-19 Outbreak

On April 22, 2020, President Trump issued a proclamation titled “Proclamation Suspending Entry of Immigrants Who Present Risk to the U.S. Labor Market During the Economic Recovery Following the COVID-19 Outbreak” (the “Proclamation”). The Proclamation prohibits, for 60 days beginning on April 23, 2020, individuals who are currently outside the United States from ...

Blind trusts, inside information and the ‘mosaic theory’: Why charging members of Congress with insider trading is so fraught

Robert Kelner spoke with Fortune about the recent allegations of politicians committing insider trading and the implications under the STOCK Act. Mr. Kelner says, “Prior to the STOCK Act, it was a source of controversy whether the existing securities laws applied to members of Congress.” He points to “carve-outs” in Section 10 of the STOCK Act that, while not ...

Fake Covid-19 Products Sold on Facebook, Other Sites, EPA Says

Thomas Brugato spoke with Bloomberg Law about the EPA’s warning to e-commerce platforms that they were being used to sell disinfectants that fraudulently claim to fight the coronavirus. Mr. Brugato says, “It’s been the case for some time that online sellers of pesticides are responsible for insuring compliance with the Federal Insecticide, Fungicide, and ...

Food and drug regulatory specialists help turn vodka into sanitizer

Wade Ackerman and Scott Danzis spoke with the Daily Journal about their work with clients on emergency use authorization (EUA) requests. Mr. Ackerman says of the firm, “One of the things I appreciate about being in California, but also part of this firm that’s deeply connected with D.C., is that we have connectivity with what’s going on at FDA and on the ...

‘Work Sharing’ Offers Lifeline to Companies Eyeing Virus Rebound

Carolyn Rashby is quoted in Bloomberg Law regarding the increase of “work sharing,” a tool that lets employees tap into jobless benefits when their hours are reduced, during the COVID-19 pandemic. Ms. Rashby says, “Having an option to keep people employed at some reduced percentage of their hours and pay but having that option to quickly say, ‘OK we’re ready to ...

US business groups seek protection from coronavirus lawsuits

Lindsay Burke and Carolyn Rashby spoke with the Financial Times about the request from U.S. businesses that seek a shield from litigation if they expose employees to COVID-19 after calling them back to work. Both Ms. Rashby and Ms. Burke note that the firm’s employment practice has been flooded with questions about how employers could minimize their legal risks ...

A Virtual Meeting Playbook

This is a playbook for a virtual meeting of shareholders of a public company, with a particular focus on the unique situation facing companies due to the global coronavirus (COVID-19) pandemic. It includes answers to questions that companies may have in deciding upon and planning for such a meeting.

Covington Represents Ligado Networks in Unanimous FCC 5G License Approval

WASHINGTON—Covington represented satellite provider Ligado Networks in its successful application for rights to deploy 5G services over its mid-band spectrum. On April 22, the full Federal Communications Commission (FCC) released a unanimous decision approving Ligado’s application, finding that it will advance economic and security interests nationwide. The ...

CMS Announces New Flexibilities For Coverage of Medicare Part B Drugs Administered in a Home Setting

On March 30, 2020, CMS announced that, in light of the coronavirus pandemic, it would be waiving several Medicare reimbursement regulations to permit reimbursement to providers treating patients remotely, consistent with current social distancing guidelines, and would be allowing providers to receive reimbursement for Medicare Part B drugs that are administered ...

Legal Pitfalls Loom For Employers Reopening Post-Pandemic

Lindsay Burke and Carolyn Rashby are quoted in Law360 regarding legal dangers and logistical challenges associated with reopening businesses in the U.S. Ms. Burke says, “We're in a lot of new territory here. I don't think any employers in modern history have had to return to operations in the middle of a global health crisis. And so we're really trying to ...

Dark Clouds Loom for Lobby Firms Currently Buzzing With Business

Muftiah McCartin spoke with Bloomberg Law about lobbying efforts in first quarter of 2020. Ms. McCartin says she thought the action this year would be Democrats teeing up priorities for 2021, including legislation addressing climate change, infrastructure spending and drug pricing. “Now we are just dealing with keeping our head above water! We had no idea then ...

COVID-19 Kept BigLaw Lobbyists Busy In Q1

Muftiah McCartin is quoted in Law360 regarding COVID-19’s impact on federal lobbying efforts in the first quarter of 2020. Ms. McCartin says, “We had no idea then how hectic it would be as companies across industries are now facing an economic crisis that demands federal attention, and will continue to demand attention through the end of the year, both on the ...

Virus-Stricken Workers Face High Hurdles When Suing Employers

Lindsay Burke and Carolyn Rashby spoke with Bloomberg Law about the uphill battle employees who contract COVID-19 on the job may face if they choose to sue their employer. Ms. Burke says, “We’re in territory we haven’t seen before. We are looking at a whole lot of different legal risks and issues. It’s not clear how they will play out. Traditionally an illness ...

Opening the Doors: Return-to-Workplace Considerations During COVID-19, Part Three: General Workplace Safety Precautions

Whether a company is an essential business or is expecting to reopen its doors in the coming weeks, a number of challenges must be addressed in order to provide a safe environment in which employees can work, while at the same time mitigating risk and restoring operations. Generally speaking, employees can be required to come to work, but this general rule must ...

Importers Facing “Economic Hardship” May Seek To Delay Payment of Ordinary Tariffs For 90 Days: Punitive Tariffs and Trade Remedies Excluded

In response to ongoing requests for tariff relief from importers facing economic hardship during the COVID-19 crisis as well as pressure from Congress, U.S. Customs and Border Protection (“CBP”) and the U.S. Department of the Treasury released a joint temporary final rule on April 19, 2020, that provides importers with an option to delay the payment of certain ...

Past as Prologue: The Wave of Investigations to Follow the Pandemic Recovery and Actions that Companies Can Take Now to Prepare

On March 30, 2020, the inspectors general of several major agencies selected the Department of Defense Inspector General, Glenn Fine, to lead a newly created federal oversight entity that will investigate waste, fraud, and abuse in connection with the massive new coronavirus economic relief legislation. The inspectors general were exercising new authority ...

Lawyers pick holes in Libor statutory fix

Bruce Bennett spoke with Risk about legislation designed to switch financial contracts referencing U.S. dollar Libor to a replacement benchmark, which aims to provide immunity from litigation for contracts that are forcibly shunted on to the preferred alternative benchmark, the secured overnight financing rate (SOFR), plus a fixed spread to make up the ...

Managing COVID-19: Corporate Governance and Coronavirus –Views of Proxy Advisors

The leading proxy advisory firms, Institutional Shareholder Services Inc. and Glass, Lewis & Co., recently published their approaches on key governance topics facing public companies during the COVID-19 pandemic. Generally, both firms seek to balance flexibility in responding to current circumstances against established corporate governance policies.

Lawyers say NCA should refocus after dismissal of unexplained wealth orders

Ian Hargreaves is quoted in Global Investigations Review regarding the high court’s recent dismissal of three unexplained wealth orders (UWOs) obtained by the National Crime Agency. Mr. Hargreaves says the verdict showed that UK courts are not prepared to approve UWOs without scrupulously checking the facts underlying each application. He adds that while the ...

Opening the Doors: Return-to-Workplace Considerations During COVID-19: Part One: Navigation the Legal Risk of Return

Private Briefing Covid-19 Quickly Reshapes Private Markets

Sergio Urias and Amy Wollensack are quoted in The Deal regarding the rapidly moving economy’s effect on private equity firms to complete M&A activities and capital investments, as the COVID-19 pandemic persists. Mr. Urias says, “I don’t think we’ve ever been called by our private equity clients to react so quickly to daily — and in some cases hourly — changes in ...

U.S. Antitrust Enforcers Warn Of Continued Action Against Collusive Conduct Impacting Workers In U.S. Labor Markets During Pandemic

The Department of Justice Antitrust Division and the Federal Trade Commission’s Bureau of Competition issued another reminder yesterday that the COVID-19 pandemic does not exempt companies from complying with federal antitrust laws. The agencies’ latest statement focuses on the labor force and emphasizes the agencies’ intent to protect workers responding to the ...

Paycheck Protection Program Litigation: Four Takeaways from the First Case

The CARES Act established a $349 billion Paycheck Protection Program (“PPP”) that authorizes participating lenders to make federally-guaranteed loans to small businesses as part of Congress’s COVID-19 relief effort. Just days after lenders began accepting PPP applications, lawsuits were already being filed challenging how lenders administer the PPP. In Profiles, ...

Banks Must Watch Out For Fraud Revelations Amid Pandemic

Amanda Kramer and Gerald Hodgkins were quoted in Law360 regarding the potential fraud schemes that may be exposed during the COVID-19 pandemic. Ms. Kramer says, “Ponzi schemes are often discovered when investors seek to redeem their investments and learn that the money's not there. As we saw in the wake of the 2008 financial crisis, a loss of confidence in the ...

Only a global response can quell pandemic and economic slump [Opinion]

America’s political leaders overcame political differences to enact $2 trillion in national economic support bill, while the Federal Reserve took historic steps to assure liquidity for the economy to address COVID-19. Important steps for sure, but a bigger challenge lies around the corner. This is a global pandemic causing global economic crisis; the United ...

Judges and lawyers reveal litigation tips for less patent popular courts

In Managing IP, Gary Rubman offered litigation tips and advice to lawyers tasked with educating judges in patent cases in less patent-popular courts. Mr. Rubman says lawyers might have to take more time to go over certain technical issues with less experienced judges. He adds, “Sometimes you have to more fully explain concepts that might be better understood by ...

Federal Reserve Announces Main Street Lending Program and Other Facilities to Provide Credit to Businesses, States, and Municipalities Impacted by COVID-19

Today, the Board of Governors of the Federal Reserve announced the creation of four new liquidity facilities and the expansion of three previously announced liquidity facilities to provide credit to borrowers impacted by the COVID-19 pandemic. Whereas the previously announced programs primarily targeted certain financial markets and their participants (such as ...

Belgium replaces COVID-19 medicines export ban to non-EEA countries with system of export control

As previously reported on this blog, on 1 April 2020 Belgium adopted a complete ban on exports of certain medicines and raw materials to non-EEA countries to avoid shortages during the COVID-19 outbreak. On 8 April 2020, Belgium reversed this ban, and instead installed a system of export controls. Coincidentally or not, the same day...… Continue Reading

German Government decides on tightening the National FDI Screening Regime

The German government has proposed a new draft bill reforming the current foreign direct investment (“FDI”) regime, which is likely to have a significant impact on all M&A transactions involving acquisitions of 10% or more of the voting rights in German companies active in “critical infrastructures” and “critical technologies” by any non-EU investors. Under ...

Congressional Paper Hearings: The Future or The Past?

Congressional leaders are actively exploring ways to continue the work of Congress as the COVID-19 crisis continues to unfold. Currently, Congress is not able to have live, in-person hearings, which are the primary tool for conducting oversight of both the private sector and the executive branch. With existing oversight investigations still underway—and the ...

Federal Reserve Announces Main Street Lending Program and Other Facilities to Provide Credit to Businesses, States, and Municipalities Impacted by COVID-19

The Coming Wave Of Privacy Actions In The Wake Of COVID-19: Six Things To Know

As the world moves online during the COVID-19 pandemic, companies’ privacy and security practices are coming under increased scrutiny. Because class actions often follow such scrutiny, as demonstrated by lawsuits recently filed against Google and Zoom, companies should keep the following six developments on their radar as they rush to meet the demands of our new ...

Coronavirus/COVID-19: Checklist for U.S. Employer Considerations

Employers are facing new challenges in responding to COVID-19 and its implications for their workplaces in the United States. The checklist below will assist in thinking through the issues most likely to need attention in the immediate future. Information, agency guidance, and potential responses to COVID-19 are changing rapidly. This checklist was last updated ...

President Trump Signs Executive Order Formalizing “Team Telecom”

On Saturday, April 4, 2020, the White House released the long-awaited Executive Order (“EO”) formalizing the “Team Telecom” Process, titled the “Executive Order on Establishing the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector” (“the Committee”). This EO provides, for the first time, formal ...

Audio and Key Takeaways Re: Covington’s Ability to Help Respond to the COVID-19 Pandemic in Africa

As a complement to our March 26, 2020 blog “Covington’s Ability to Help Respond to the COVID-19 Pandemic in Africa,” you may access the audio of our briefing call here. Key takeaways from the briefing can be accessed here. With African governments increasingly taking strong actions to impede the spread of the COVID-19 virus, including...… Continue Reading

South Africa’s Economic Response to the Covid-19 Pandemic

South Africa did not record the first case of Covid-19 in Africa, but it now has the highest number of reported cases on the continent. Having had the benefit of watching governments respond to the outbreak of the pandemic in Asia, Europe and the United States, President Cyril Ramaphosa on March 15, 2020, with only...… Continue Reading

Managing COVID-19: Reviewing Executive Compensation in Light of COVID-19

Boards of directors, compensation committees and executive officers have begun to confront the impact of the COVID-19 pandemic on their compensation programs. This alert highlights key considerations for public companies as they make important decisions regarding these programs.

California Supreme Court Decision Removes Significant Obstacle To Coverage For Long-Tail Claims

On April 6, 2020, the California Supreme Court handed down a major victory for corporate policyholders facing liability for “long-tail” claims involving continuous or progressive injuries that span multiple insurance policy years, such as environmental, asbestos, construction defect, product liability, toxic tort, and sexual abuse cases. Montrose Chemical Corp. ...

The FTC’s Response to the Coronavirus Pandemic: Consumer Protection Priorities and Initial Actions

The Federal Trade Commission has traditionally responded forcefully to public health and economic crises, and it is doing so again in response to the coronavirus pandemic. The current crisis does present some additional complications, however, because of its impact on the operations of the agency itself. Three particular aspects of the FTC’s consumer ...

CARES Act: SBA Paycheck Protection Program Loans - Affiliation Considerations

Ninety-five percent of employing businesses in the United States are small businesses. As we discussed in detail here, the CARES Act seeks to support small businesses through the Paycheck Protection Program (PPP) and the Economic Injury Disaster Loan (EIDL), in addition to other Small Business Administration (SBA) efforts involving the Emergency Advance: SBA ...

COVID-19 and CFIUS: Coronavirus Pandemic Slows National Security Reviews

David Fagan is quoted in Corporate Counsel regarding the impact of coronavirus on CFIUS. Mr. Fagan says, “It is not that CFIUS is closed, but there is an impact on CFIUS too, and you have to factor that into your planning.” He adds that the increasing delays mean that parties that proceed to close a transaction on the basis of a “no action” to a declaration ...

CARES Act Includes New Route to Recovery for Contractors Affected By COVID-19

Contractors sidelined by facility closures and stay-at-home orders in the wake of the COVID-19 pandemic may now have a new pathway to recovering idle labor costs. The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act includes a provision, Section 3610, that provides a new form of relief for contractors facing delays and additional costs as...… ...

Leading Trial Lawyer Joins Covington

WASHINGTON—Stacey Grigsby has joined Covington as a partner in its Commercial Litigation Practice in Washington. Ms. Grigsby is a stand-up trial lawyer who has drawn upon her experience in the private and public sector to get successful results for clients. She has served as a principal attorney in numerous bench and jury cases involving high stakes disputes in ...

Business disruption insurance: can it help with coronavirus?

Ben Lenhart is quoted in the Financial Times regarding the conflict between insurance companies and policyholders over losses caused by the COVID-19 pandemic. Mr. Lenhart says of the possible exceptions, “We do believe that there is coverage. We disagree strongly with the view that it is generally excluded."

Compliance Considerations for Companies and Individuals Donating Funds, Goods, or Services to Domestic Government Entities

As the coronavirus pandemic continues across the country, many corporations, organizations, and individuals are looking for ways they can help fight back. This often includes donating money, goods, or services to federal, state, or local government entities. These well-intentioned donations can generate compliance problems if not handled appropriately from the ...

CARES Act Reforms Aim to Prevent Shortages of Critical Medical Products

On March 27, 2020, Congress passed and the President signed into law H.R. 748, the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). Recognizing the critical supply chain risks posed by the COVID-19 pandemic, Congress included multiple provisions in the CARES Act that aim to mitigate and prevent future medical product shortages (these ...

AI Update: Using Artificial Intelligence to Combat COVID-19

The rapid spread of COVID-19, along with the effectiveness of existing public health response plans and the impacts of social distancing on the economy, have raised the question of how new technology can be used to address and manage the pandemic. On April 1, 2020, the Stanford Institute for Human-Centered Artificial Intelligence hosted “COVID-19 and...… ...

Criminal Statutes of Limitations and Speedy Trial Act Considerations During the COVID-19 Pandemic

COVID-19 (hereinafter, “the coronavirus”) is causing significant interruptions to the legal system across the United States, with implications for actual and potential subjects in government investigations and defendants in enforcement actions. This client advisory analyzes the pandemic’s potential effects on the default statute of limitations for federal crimes ...

Intellectual Property Considerations for Manufacturers Contracted under the Defense Production Act

On March 18, 2020, the President invoked a portion of the Defense Production Act, 50 U.S.C. §§ 4501 et seq., (the “DPA”), in order to address shortages of personal protective equipment and ventilators needed to treat patients affected by the COVID-19 pandemic.

Managing Coronavirus/COVID-19: Illness in the C-Suite – Disclosure and Other Considerations for Public Companies

When an executive officer or director becomes seriously ill, including due to COVID-19, U.S. public companies and foreign private issuers must consider their disclosure obligations as well as governance and other key topics. This alert discusses these considerations.

Countervailing Duty Tariffs May Increase Under a New Rule Regarding Currency Undervaluation

The U.S. Department of Commerce (“Commerce”) recently published a new rule which makes it much more likely that the agency will investigate currency undervaluation as a countervailable subsidy. The new rule applies to countervailing duty (“CVD”) investigations or administrative reviews initiated on or after April 6, 2020. Under this new rule, Commerce could ...

Past as Prologue: The Wave of Investigations to Follow the Pandemic Recovery and Actions that Companies Can Take Now to Prepare

New Paid Sick Leave Requirements Impact Government Contractors

Recent legislation significantly expanded many workers’ entitlement to paid sick leave and paid family leave. These new benefits take effect on April 1st. Our employment and benefits experts have described those requirements in a series of posts, including overviews here and here, and New York-specific considerations here. Federal government contractors ...

Covington Advises Sitryx on Licensing and Research Collaboration for Immunometabolic Medicines

LONDON—Covington represented Sitryx on an exclusive global licensing and research collaboration with Eli Lilly and Company. The collaboration will study up to four novel preclinical targets identified by Sitryx that could lead to potential new medicines for autoimmune diseases. Under the terms of the agreement, Sitryx will receive an upfront payment of $50 ...

EPA Cracking Down on Misbranded Coronavirus Treatment Products

Thomas Brugato is quoted in Bloomberg Law regarding the EPA’s increased enforcement measures against products making unproven antiviral or disinfectant claims in light of the coronavirus pandemic. Mr. Brugato says, “This is the tip of the iceberg. I think we’ll definitely see more cases like this.” He adds that given the clear public health implication of the ...

John Hurvitz Named “Healthcare and Life Sciences Trailblazer”

WASHINGTON—The National Law Journal has named Covington's John Hurvitz to its list of “Healthcare and Life Sciences Trailblazers.” This list features 26 honorees who are recognized as “agents of change” whose work has advanced innovation in the health care and life sciences industries. Mr. Hurvitz co-chairs C&B's Life Sciences Industry Group, heads the firm's ...

COVID-19: Implications for CFIUS

The scope and scale of recent events is almost inconceivable. All of us —including the Committee on Foreign Investment in the United States (“CFIUS”) — are sailing in uncharted waters. That said, while we may not have all of the answers, we are able to share some insights from the CFIUS front lines regarding how the challenges presented by the COVID-19 pandemic ...

Past as Prologue: The Wave of Investigations to Follow the Pandemic Recovery and Actions that Companies Can Take Now to Prepare

COVID-19 Update for Food Companies Navigating Quarantine Disruption - March 30, 2020

On March 28, 2020, the Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency (CISA) updated its March 19, 2020 “Essential Critical Infrastructure Workforce” advisory list. These updates largely focus on clarifying which workers CISA considers to be essential, which may be helpful for the human and animal food industries. At the same ...

FDA Issues Fact Sheet on Safely Distributing Unused Human Food for Animal Food Use During COVID-19

On Friday, March 27, 2020, FDA’s Center for Veterinary Medicine (CVM) issued a Fact Sheet on “Safely Distributing Unused Human Food for Animal Food Use During COVID-19.” The advisory accompanying the Fact Sheet explains that because of COVID-19-associated restrictions on in-store dining, certain businesses may have surplus food that, if not usable for human ...

A Coming Wave Of Repo Litigation? Four Key Takeaways

Since the last financial crisis, the commercial real estate industry has accumulated vast amounts of debt. By one account, there is currently more than $3.6 trillion in mortgage debt secured by commercial and multi-family residential properties. Much of this debt is held by real estate investment trusts (“REITs”), in the form of commercial mortgage-backed ...

Companies Forced To Get Creative As Public Markets Stall

Brian Rosenzweig spoke with Law360 about the lack of funding for equity capital markets created by coronavirus. Some companies have resulted to at-the-market offerings for funding. Mr. Rosenzweig says, “The ability to be opportunistic on days with less volatility and generate smaller amounts of cash on a more frequent basis through ATM programs is very relevant ...

FDA Releases Guidance on Reporting Potential Disruptions in Supply During COVID-19 Pandemic

On Friday, March 27, 2020, the U.S. Food and Drug Administration (FDA) released updated guidance to ensure that drug manufacturers notify FDA as soon as possible of potential interruptions in manufacturing that could lead to drug shortages. The Guidance, titled “Notifying FDA of a Permanent Discontinuance or Interruption in Manufacturing Under Section 506C of ...

COVID-19: Regulatory Considerations for Medical Device Companies

Medical device manufacturers are facing numerous novel legal, regulatory, and commercial issues as a result of the evolving COVID-19 public health emergency. This slide presentation addresses key regulatory considerations for medical device companies seeking to supply products that are in critical need, including the Emergency Use Authorization pathway and other ...

CARES Act Will Support Internet Connectivity for Remote Education, Healthcare, and Work

As millions of American workers, students, and patients stay home to help combat the novel coronavirus (COVID-19), the $2 trillion Coronavirus Aid, Relief, and Economic Security (CARES) Act includes funding for the transition to remote life among its many relief provisions. With specific funding for broadband connections, distance learning, telehealth, and ...

Mitch Kamin Named to The Hollywood Reporter's Power Lawyers 2020

LOS ANGELES—The Hollywood Reporter has named Mitch Kamin to its “Power Lawyers 2020,” a list of the top 100 lawyers in Hollywood. Each year, THR's editors extensively research the attorneys who are negotiating the industry's biggest deals and navigating its most impactful litigation to select 100 individuals for the Power Lawyers list. Mr. Kamin is a trial ...

FDA Grants Nutrition Labeling Flexibility in Response to COVID-19 Pandemic

As numerous restaurants have shut down or limited their service in response to state and local public health orders, many food manufacturers and foodservice distributors have excess inventory on hand that is labeled for use in restaurants, but not for retail sale. Yesterday, in response to industry requests for labeling flexibility in order to shift such ...

CECL Down but Not Out

Jeremy Newell spoke with the American Banker to discuss the new coronavirus stimulus package that includes language allowing lenders that have already implemented the Current Expected Credit Losses to delay compliance until the end of the national emergency. According to Mr. Newell, while two and a half years seems like a long time, their impending conversion ...

$2 trillion stimulus bill gives contractors some relief but falls short on added costs

Susan Cassidy spoke with Federal Computer Week about the concerns of defense contractors under the coronavirus relief package. According to Ms. Cassidy, equitable adjustments aren't necessarily a guarantee and require a mutual agreement between the contractor and government as well as quantifiable proof the costs have increased due to the changing environment ...

Key Oversight Areas for Boards During the COVID-19 Pandemic

While Board duties remain unchanged in a crisis situation such as the COVID-19 pandemic and the role of a board of directors continues to be one of oversight, the disruption and dislocation resulting from the pandemic warrants greater and more frequent coordination between boards of directors and management teams which have responsibility for day-to-day ...

Over-the-Counter Monograph Reform in the CARES Act

On March 27, 2020, Congress passed H.R. 748, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). Subtitle F of the CARES Act would significantly change FDA’s regulations of over-the-counter (OTC) monograph drugs subject to OTC Drug Review. Congress had introduced earlier versions of the bill, with the latest bill, S. 2740 – Over-the-Counter ...

From Legal Adviser to Crisis Manager: How Lawyers are Responding to Clients' Pandemic Panic

Dan Feldman spoke with UK Legal Week about managing the increased demand of client requests caused by coronavirus. According to Mr. Feldman, it is critical that his firm’s taskforce is structured to be responsive to evolving client needs. “While we might not know what they are at this moment, we have that dynamism to move into action,” he says.

Covington Selected as Managing IP Award Winner

WASHINGTON—Managing IP recognized Covington with two “Impact Case of the Year” awards at its 2020 Americas Awards. The Managing IP awards program recognizes remarkable achievements and developments in the past 12 months. Managing IP recognized Covington for representing Return Mail, Inc. in its victory in the U.S. Supreme Court establishing that a federal agency ...

The Coming Wave Of Credit Card “Billing Error” Disputes: Six Things To Know

When consumers use their credit cards to purchase goods or services that they never receive, the Fair Credit Billing Act gives consumers the right to dispute the charge directly with their credit card issuer. As merchants cancel orders and reservations in the wake of the Covid-19 crisis, creditors should prepare themselves for a dramatic increase in consumers ...

Managing COVID-19: Virtual Annual Shareholder Meetings

Companies incorporated in the United States are required to hold annual shareholder meetings. These meetings have traditionally been held at a physical location, sometimes with the option to participate remotely. In recent years, however, some public companies have adopted virtual-only annual shareholder meetings. Due to growing concerns around the global ...

COVID-19 FCC Update: Guidance for Broadcasters

Due to the ongoing pandemic caused by the novel coronavirus and COVID-19, the Federal Communications Commission (“FCC”) has issued guidance for broadcasters regarding the clarification or relaxation of certain rules, including recent guidance on calculation of lowest unit charge and on local sharing agreements. These actions are intended to help stations respond ...

Federal and State COVID-19 Sick Leave Obligations for New York Employers

In light of the federal Families First Coronavirus Response Act ("FFCRA") and New York State’s sick leave law, both of which were signed on March 18, 2020, many New York employers will need to be prepared to comply with their new federal and state sick leave obligations to employees impacted by COVID-19. As discussed in a prior client alert, the FFCRA requires ...

Emergency Loans, Loan Guarantees, and Other Investments Under the COVID-19 Stimulus

The U.S. Congress appears close to finalizing the scale and scope of stimulus legislation to address the economic crisis caused by the COVID-19 pandemic. Although its final shape remains uncertain, it is highly likely to provide for one or more lending programs, loan guaranty programs, and other financing programs administered by the federal government to direct ...

Ralph Voltmer Named to India Business Law Journal’s International A-List

WASHINGTON—India Business Law Journal has named Ralph Voltmer to its 2020 “International A-list.” The list consists of the world’s top 100 India-focused lawyers at international law firms. Mr. Voltmer, chair of Covington’s India Practice and a partner in the firm’s corporate group, has been active in India for 20 years, working with companies such as Reliance ...

Managing COVID-19: Whether to Announce Preliminary Financial Results and Adjust Guidance

The COVID-19 pandemic and its economic consequences have spurred a tremendous amount of market volatility, and many public companies can expect questions from shareholders and analysts regarding the effect of these factors on companies’ current and future operations and liquidity. The uncertainty of the pandemic’s duration and impact on the economy may lead some ...

How should facilities deal with COVID-19?

Miriam Guggenheim is quoted in National Products Insider regarding how food and drug facilities can manage the spread of COVID-19. Ms. Guggenheim says, “The FDA, from the perspective that this is not a food-borne illness and transmittable that way, has said that facilities will not have to shut down. The emphasis is on other employees, not the products you ...

COVID-19 Tariff Relief

USTR may exclude tariffs on Chinese imports related to COVID-19 response In response to COVID-19, the Office of the U.S. Trade Representative ("USTR") announced on March 20, 2020, that it is inviting comments on possible modifications to the list of goods from China subjected to additional tariffs under Section 301 of the Trade Act of 1974 (“Section 301 ...

Kurt Calia and Clara Shin Named to Daily Journal's Top IP Lawyers

SAN FRANCISCO—The Daily Journal has named Covington partners Kurt Calia and Clara Shin to its 2020 list of the “Top Intellectual Property Lawyers” in California. Mr. Calia is a partner in our Palo Alto office who tries complex civil litigation and intellectual property matters in courts and tribunals throughout the country, and counsels clients in intellectual ...

FEMA Walks Back Use Of Wartime Law To Get Virus Test Kits

Samantha Clark is quoted in Law360 regarding the Federal Emergency Management Agency’s announcement that it obtained coronavirus test kits without relying on the Defense Production Act. Ms. Clark told Law360 she was surprised by the quick turnaround. “Everyone is on high alert that [the Defense Production Act] could be used and could be used on short notice,” ...

Ten Ways for U.S. Employers to Avoid Layoffs During the COVID-19 Pandemic

As the COVID-19 public health crisis continues, U.S. businesses are dealing with unprecedented disruptions to operations and workforce stability. Most employers undoubtedly want to assist their employees during this uncertain time, but they are struggling to balance the cost of maintaining their workforce with shrinking profits. The frequent result of such a ...

COVID-19 Update for Food Companies Navigating Quarantine Disruption

Over the past several weeks, states and localities across the country have implemented wide-ranging quarantines and curfews meant to slow the spread of COVID-19. Some of these measures have impeded food companies’ efforts to manufacture and distribute critical goods to their intended destinations. Even as the federal government underscores the importance of food ...

Interacting with the Government During the Pandemic: Compliance Blind Spots for Corporations and Executives

The consequences of the COVID-19 pandemic are reverberating in every sector of the global economy, from life sciences to transportation, retail to manufacturing, financial services to sports and entertainment. As federal, state, and local governments attempt to blunt the pandemic’s public health and economic effects, many companies are frantically working with ...

Coronavirus Fallout Leaves Gov't Contractors Scrambling

Samantha Clark is quoted in Law360 regarding the confusion some government contractors are facing on whether their business is “essential” after recent policy changes. According to Ms. Clark, to complicate matters even more, some states have implemented their own definitions of "essential," creating potential conflicts with federal guidance and confusion over ...

Federal Reserve Takes Unprecedented Action to Provide Financial Assistance to U.S. Companies

On March 23, the Board of Governors of the Federal Reserve System (the “FRB”) announced the latest in a series of extraordinary actions intended to help mitigate the impacts of the COVID-19 pandemic on the U.S. economy. Unlike the measures announced last week – which mostly involved re-establishing emergency programs that were used during the 2008–09 financial ...

Where Does ESG Oversight Fit on the Board?

David Martin is quoted in Agenda regarding the increased importance for companies to take up environmental, social, and governance (ESG) issues. Mr. Martin says that in his experience, larger companies are more likely to have greater exposure to ESG risks and reputations hinging on oversight of ESG issues, so the issues are more likely to pop up in ...

Covington Named Dealmakers of the Year by The American Lawyer

NEW YORK—The American Lawyer has named Covington lawyers Sergio Urías and Laura Torre as “Dealmakers of the Year.” The annual feature highlights “the most impressive and significant matters that deal lawyers worked on in 2019.” Shareholders of Covington’s client Prisma Medios de Pago, Argentina’s largest payment processing company, were mandated by the antitrust ...

FDA Releases Guidance on Postmarketing Adverse Event Reporting During a Pandemic

The U.S. Food and Drug Administration (FDA) released guidance on March 19, 2020 entitled “Postmarketing Adverse Event Reporting for Medical Products and Dietary Supplements During a Pandemic” (Guidance). The Guidance revises FDA’s February 2012 final guidance for industry on adverse event reporting during an influenza pandemic to clarify that the guidance ...

New York SHIELD Act Data Security Requirements Become Effective

On March 21, 2020, the data security requirements of the New York Stop Hacks and Improve Electronic Data Security (SHIELD) Act (the “Act”) became effective. These provisions require businesses that own or license computerized data that includes the “private information” of New York residents to maintain “reasonable” security measures. Generally speaking, the ...

COVID-19 - Preparing for Counterparty Distress or Insolvency

The full ramifications of the COVID-19 pandemic are uncertain, but we should expect that significant economic dislocation will be felt not only by industries already suffering from financial distress and seeking bankruptcy relief (retail, healthcare, small biotech, pharma companies, and energy) but many other industries, including manufacturers, carriers, ...

Telcos share location data for coronavirus efforts

Dan Cooper spoke with Global Data Review about how telecommunications companies are providing data regulators location data to track the effects of social distancing in the wake of coronavirus. Mr. Cooper told GDR that the measures in Europe are “not too much of a concern” from a privacy perspective as the data being used by authorities is anonymized and ...

Democrats Want to Prevent Coronavirus Credit Report Harm

David Stein spoke with Bloomberg about legislation from Senate Democrats to shield U.S. citizens from negative credit reporting for the duration of the new coronavirus crisis. Three senators are looking to throw out a rule where credit bureaus are required under the Fair Credit Reporting Act to collect negative information. Mr. Stein says, “To the extent that ...

The FDIC's Proposed Rule for Industrial Banks and Industrial Loan Companies: Five Things to Know

On March 17, 2020, the Federal Deposit Insurance Corporation issued a notice of proposed rulemaking that would codify the FDIC’s existing supervisory processes and policies that apply to industrial banks and industrial loan companies (collectively, “ILCs”) and their parent companies. The FDIC issued the Proposal to formalize its ILC supervisory framework and to ...

FDA Addresses Implications of Coronavirus for the Nation's Food Supply

Over the past forty-eight hours, FDA has issued a range of helpful information about the potential implications of COVID-19 for the food supply, including the agency’s current position regarding food safety and COVID-19, guidance concerning supplier verification onsite audit requirements, and an announcement that FDA has suspended routine surveillance facility ...

FDA Releases Guidance on Clinical Trial Conduct During COVID-19 Pandemic

The U.S. Food and Drug Administration (FDA) released guidance on March 18, 2020 entitled “FDA Guidance on Conduct of Clinical Trials of Medical Products during COVID-19 Pandemic” (Guidance).1 The Guidance comes at a critical time, as clinical trial sponsors, investigators, and Institutional Review Boards (IRBs) grapple with the measures needed to ensure the ...

Test makers say testing volume ramping up quickly despite concerns over reagents

Scott Danzis spoke with BioWorld about the uptick in coronavirus testing by the FDA and CDC. Mr. Danzis says that while the FDA and the CDC struggled to move testing forward in the early days, “things have shifted dramatically” since that time. He adds that the issue of FDA regulation of lab-developed tests is of long standing, but that the Verifying ...

Coronavirus: Potential Implications for Africa

The Coronavirus (hereinafter “COVID-19”) is upending lives around the world—equally in developed and developing countries. Some are already affected by the deadly impact of COVID-19 (e.g. China, Italy, and France), while others’ lives have been altered due to efforts taken to “flatten the curve,” to ensure hospital systems are not overrun with patients in ...

Square Gets FDIC's Approval To Launch A Bank In 2021

Michael Nonaka is quoted in Law360 regarding Square Inc.’s approval from the FDIC to form a bank. The article also mentions that, Nelnet, a federal student loans company, received an approval to create a digital-only ILC. Mr. Nonaka says, “The FDIC Board’s approval of the Square and Nelnet applications shows that the ILC charter is compatible with different ...

Companies Have Discretion Over Whether to Disclose Coronavirus Infections

David Martin is quoted in The Wall Street Journal regarding companies’ decisions to disclose potential COVID-19 infections of executives. Mr. Martin says that while companies have leeway on executive medical disclosures, they often have a strong incentive to provide timely information. Doing so prevents employees from leaking information and investors from ...

OSHA Coronavirus Requirements and Guidance for Employers

In developing plans to cope with the coronavirus (COVID-19), employers must strike the right balance between Occupational Safety and Health Act (OSHA) requirements and restrictions on employees’ privacy and the Americans with Disabilities Act (ADA). Several key requirements are particularly relevant, and agency guidance on these topics is rapidly ...

CFTC Announces Limited No-Action Relief in Response to COVID-19 Pandemic

On March 17, 2020, the Commodity Futures Trading Commission’s (CFTC) Division of Swap Dealer and Intermediary Oversight (DSIO) and Division of Market Oversight (DMO) each released an announcement regarding a series of no-action letters in response to the ongoing global COVID-19 pandemic (see here for the DSIO announcement and here for the DMO announcement). The ...

Federal Reserve Takes Extraordinary Actions Supporting Financial Markets to Mitigate COVID-19 Impact

Yesterday, on Sunday, March 15, 2020, in response to the COVID-19 pandemic’s impact on U.S. and global economic activity, the Federal Reserve’s Federal Open Market Committee (“FOMC”) cut the target range of the federal funds rate to 0 to 1/4 percent until such time as the FOMC is “confident that the economy has weathered recent...… Continue Reading

Tax Law Changes Make Life Harder for Firms Facing Coronavirus Losses

Daniel Luchsinger is quoted in The Wall Street Journal regarding the effects of the Tax Cuts and Job Act on businesses in the wake of coronavirus losses. The article states that the 2017 tax code overhaul is making life harder for U.S. businesses who have suffered losses and are seeking liquidity. Mr. Luchsinger says, “You want some safety valve in the system ...

A Coronavirus Contractor’s Guide to the PREP Act

We’ve covered several topics already this week on the U.S. Government’s varied responses to the COVID-19 outbreak and how these responses will affect contractors that do business with the government, including BARDA’s EZ-BAA for COVID-19 diagnostics, mission-essential services during the outbreak, and how excusable delay provisions may help federal contractors ...

For Some Practices, Coronavirus Uncertainty Is Bringing a Spike in Demand

Mitchell Dolin is quoted in The American Lawyer regarding the increased demand for legal advice pertaining to the insurance industry caused by coronavirus. Mr. Dolin says, “There’s been a combination of actual claim work as well as forward-looking advisory work into the nature of the insurance asset and how it might respond to various scenarios. But obviously, ...

Expanding the Coronavirus Disease 2019 (COVID-19) Response through Diagnostic Development

In the latest World Health Organization daily situation report, as of March 11, 2020, the WHO reported 118,326 COVID-19 cases confirmed and 4,292 deaths worldwide, and the U.S. Centers for Disease Control and Prevention (CDC) reported 938 cases and 29 deaths in the United States. The same day, WHO characterized COVID-19 as the first global...… Continue Reading

Top Concerts Go Dark as Biggest Promoters Cope With Virus

René Siemens spoke with Bloomberg about the increase in concert cancellations due to the coronavirus outbreak. He says artists, promoters and ticket sellers are still assessing the economic costs, including events that have only been postponed, and that cancellations have never happened on this scale before.

Key Considerations and Opportunities: Cash and Liquidity Impacts of the TCJA on Losses

The Tax Cuts and Jobs Act (“TCJA”) made significant changes to the tax code, a number of which can have unexpected effects when a company loses money in the United States or abroad. While the immediate concerns around the spread of COVID-19 are rightfully focused on public health and welfare, given the current economic fallout arising from COVID-19, companies ...

Covington Assists Veritas Capital with $5 Billion Acquisition of DXC’s Health and Human Services Business

WASHINGTON—Covington is assisting Veritas Capital with its acquisition of DXC Technology’s U.S. State and Local Health and Human Services business in a deal valued at $5 billion. The transaction is expected to close no later than December 2020, subject to the satisfaction of customary closing conditions. DXC Technology’s U.S. State and Local Health and Human ...

Below are the selections of Covington’s Copyright Practice Group for the “Top Ten” most significant and interesting developments in U.S. and European copyright law during 2019. Copyrights registered when application granted, not when submitted “Full costs” in Copyright Act limited to costs specified in statute First Amendment challenge to DMCA ...

Significant Developments in U.S. Trademark Law: 2019 Annual Update

Below are the selections of Covington’s Trademark Practice Group for the “Top Ten” most significant and interesting developments in U.S. trademark law during 2019. Supreme Court invalidates bar on registering “immoral” or “scandalous” trademarks Bankruptcy debtors cannot prevent valid licensees from using their trademarks, Supreme Court holds PTO ...

FDA Submits CBD Report to Congress

Yesterday, the Food and Drug Administration (FDA) submitted a report to Congress providing an update on the agency’s evaluation of potential regulatory pathways for CBD products, as well as a description of how FDA expects to proceed moving forward. In its report, FDA summarized the landscape surrounding CBD drugs, dietary supplements, foods, cosmetics, and vape ...

COVID-19: Your Health Plans and Your Business Response

Businesses are rapidly developing strategies to continue functioning and protect their workforces in the face of the growing Coronavirus COVID-19 outbreak. For obvious reasons, businesses may want to deploy health screening, testing, and professional medical advice services—including telemedicine—to their employees and dependents. It is critical that ...

Project Finance Team Joins Covington

NEW YORK—A three-lawyer project finance and development team has joined Covington in the U.S. Joseph Tato, a New York-based partner, represents project sponsors, equity investors, financial institutions, and governments in the development and financing of power, oil and gas, LNG, renewables, water, mining, and other infrastructure projects in the U.S., Africa, ...

The EU Lifts Restrictions to Imports of Poultry Meat from Ukraine Following the Regionalization of the Country Due to an Outbreak of HPAI

The European Commission has just adopted a Regulation that will lift the existing ban on imports of poultry meat from Ukraine that was triggered by the January 2020 Highly Pathogenic Avian Influenza (“HPAI”) outbreak in the western part of the country. On January 19, 2020 the Ukrainian authorities informed the World Organization of Animal Health...… Continue ...

50 years of the Non-Proliferation Treaty

STATEMENT OF STEPHEN G. RADEMAKER Senior Of Counsel, Covington & Burling LLP “50 Years of the Non-Proliferation Treaty: Strengthening the NPT in the Face of Iranian and North Korean Nonproliferation Challenges” Subcommittee on the Middle East, North Africa, and International Terrorism Subcommittee on Asia, the Pacific, and Nonproliferation Committee on Foreign ...

The Department of the Treasury Issues Proposed Regulations to Impose Fees for Certain CFIUS Filings

Filing fees — one of the long awaited (and dreaded) innovations of the 2018 Foreign Investment Risk Review Modernization Act (FIRRMA) that has transformed the Committee on Foreign Investment in the United States (CFIUS) — have finally arrived. For more than 30 years, transactions could be submitted to CFIUS for review without a fee payable to the federal ...

Daily Journal Selects Covington Defense of Dropbox Inc. as one of its 2019 Top Verdicts

SAN FRANCISCO—The Daily Journal has selected Covington's successful defense of Dropbox Inc., in Ironhawk Technologies v. Dropbox Inc., as one of its 2019 Top Verdicts, recognizing the largest and most significant verdicts in California in 2019. The Covington team led by Clara Shin and Jeff Davidson secured a significant victory on behalf of Dropbox in a ...

COVID-19: Legal and Business Toolkit

As the legal, regulatory, and commercial implications of coronavirus COVID-19 continue to evolve, our lawyers and advisors are helping clients navigate the complex considerations that companies around the world are facing and develop plans and strategies in response. Reach out to our COVID-19 task force at COVID19@cov.com. Below is a compendium of resources ...

Business Roundtable Members Face Challenge Over Commitments

In an effort to push companies to disclose their social responsibility, shareholders are proposing information on the environment and workers be shared at forthcoming annual meetings. Reid Hooper is quoted in the Financial Times regarding the SEC’s decision to allow such proposals to be voted upon. Mr. Hooper says, “The SEC staff appears to have a taken a ...

Digital Tax Talks May Result in Trade War Even If Democrats Win

Samuel Maruca spoke with Bloomberg about the possibility of a digital tax on tech companies doing business internationally. The U.S. and 130 other countries are currently negotiating at the Organization for Economic Co-operation and Development about a new international tax system that would redefine which countries can tax which corporate profits. There’s ...

US-China Economic Relationship

Tim Stratford delivered this testimony before the the U.S. House Committee on Ways and Means February 26, 2020: Chairman Neal, Ranking Member Brady, and distinguished members of this committee, thank you for the opportunity to share my assessment of the U.S.-China economic relationship following conclusion of the Phase One trade agreement between our two ...

Electronic Health Record Company Settles Department of Justice Kickback Probe

On January 27, Practice Fusion, Inc. (“Practice Fusion”), an electronic health record (“EHR”) company acquired by Allscripts in 2018, agreed to pay $145 million to resolve criminal and civil investigations with the Department of Justice (“DOJ”) related to an illegal kickback arrangement with a major opioid company. Practice Fusion solicited and received nearly ...

FDA Publishes Draft Guidance Proposing to Establish Standardized Assay Limits for Medicated Feeds

Today, the Food and Drug Administration (FDA) Center for Veterinary Medicine (CVM) published a draft Guidance for Industry (draft guidance) proposing to standardize assay limits for medicated feeds. CVM requests electronic or written comments concerning the draft guidance be submitted to the docket by April 27, 2020. The draft guidance recommends a standardized ...

Companies Are Grappling With How to Report Coronavirus Risks

David Martin is quoted in The Wall Street Journal regarding the information companies are sharing with the public about how its managing its supply chain in response to coronavirus. Deciding what to disclose depends on what companies view as financially material. In the case of coronavirus outbreak risks, a big part of that calculation so far has involved ...

Covington Advises Univision in Sale of Majority Stake to Searchlight and ForgeLight

WASHINGTON—Covington represented Univision Holdings, Inc. in its definitive agreement to sell a majority ownership interest to private investment firms Searchlight Capital Partners, LP and ForgeLight LLC. Under the terms of the acquisition, Searchlight and ForgeLight will purchase a 64 percent interest from Univision stockholders while Televisa, a leading media ...

2019 End-of-Year Summary of FDA Advertising and Promotion Enforcement Activity

This e-alert reviews trends emerging from warning letters and untitled letters concerning product advertising and promotion issued in 2019 by the Office of Prescription Drug Promotion (OPDP) of the Center for Drug Evaluation and Research (CDER), the Advertising and Promotional Labeling Branch (APLB) in the Office of Compliance and Biologics Quality (OCBQ) of the ...

US tech tycoons direct personal wealth to new frontiers

Tom DeFilipps spoke with the Financial Times about trends he is seeing in investors’ willingness to invest in tech start-ups. Mr. DeFilipps says he has seen little decline in Silicon Valley’s appetite for risky investments. “You have all of this wealth, and there’s just a limited amount you can do with it within the confines of the way people behave in Silicon ...

Drug Pricing Investigations in the 116th Congress

Consistent with popular predictions and our prior posts, Congress made drug pricing a key item on its investigative agenda in the first year of the 116th Congress. Several factors contributed to the uptick in congressional drug pricing oversight activity, including the elevation of new Democratic chairs in the House with longstanding interests in drug pricing ...

Covington Represents Ukraine in Securing Favorable Ruling Under U.N. Law of the Sea Convention

WASHINGTON—Covington secured a major ruling for Ukraine in an arbitration against the Russian Federation under the U.N. Convention on the Law of the Sea (UNCLOS). The ruling, issued today by a five-member arbitral tribunal, rejected the majority of Russia’s jurisdictional objections and permits Ukraine’s case to proceed to the merits. “The Tribunal’s ...

Covington Lawyers Selected to the Leadership Council on Legal Diversity Programs

WASHINGTON—Covington has chosen Washington partner Henry Liu to be a member of the Leadership Council on Legal Diversity’s 2020 Fellows Program. Mr. Liu will participate in programs designed to attract, inspire, and nurture the next generation of leaders in the legal profession. Mr. Liu is a litigator specializing in defending financial institutions and other ...

FDA Reopens Comment Period on General Principles for Food Standards Modernization

Today, the Food and Drug Administration (FDA) announced in the Federal Register that it is reopening the comment period for its 2005 proposed rule regarding the modernization of its food standards of identity. FDA’s standards of identity establish detailed requirements regarding the composition and manufacturing of food products. The Agency promulgated most of ...

Witney Schneidman on expectations for Pompeo's visit to Africa

Witney Schneidman appeared on China Global Television Network to discuss U.S. Secretary of State Mike Pompeo's visit to Africa and the opportunities for American investment in the continent. Mr. Schneidman says, “Secretary Pompeo would like to see a lot more investment in Africa… But there is a big hurdle there. Americans don’t really understand Africa that ...

What happens to leftover campaign funds when a candidate drops out of the presidential race?

Robert Kelner is quoted in Fortune regarding the capabilities of Super PACs in a presidential election and what happens campaign funds when candidates drop out of the presidential race. Mr. Kelner says, “Super PACs have fairly broad discretion on what they can do with excess funds.” He adds, “Where you see a lot of money left over in the Super PAC after the ...

FDA Publishes Draft Guidance on Pre-Submission Consultation Process for Animal Food Additive Petitions and GRAS Notices

On February 13, 2020, the Food and Drug Administration (FDA) issued a draft guidance document describing the pre-submission consultation process for food additive petitions (FAPs) and generally recognized as safe (GRAS) notices for ingredients used in animal feed/pet food, and describing what to include in food use authorization (FUA) requests. The Animal Drug ...

Revised CCPA regulations slightly more business-friendly, experts say

Libbie Canter is quoted in Global Data Review regarding the California Attorney General Xavier Beccera’s revisions to the California Consumer Privacy Act’s (CCPA) regulations. The revisions have left many businesses concerned and with unanswered questions. Ms. Canter says despite the revisions “ambiguities” remain for entities that collect data from third ...

Video Series: Navigating Class Actions

Covington's class action practice is pleased to launch a multi-part video series with insights on recent class action developments and trends. In our Navigating Class Actions series, partners Sonya Winner, Andrew Ruffino, Emily Henn, Henry Liu, Andrew Soukup, Ashley Simonsen, and Louise Freeman address: Class certifications Emerging issues and privacy ...

What You Need To Know About Insurance For The Coronavirus

The coronavirus has now infected more than 30,000 people. Cases have been reported in every province of China as well as in Thailand, Japan, Hong Kong, South Korea, Vietnam, Australia, Europe, the United Kingdom, and the United States. More than a dozen cities have been quarantined. China, the United States, Europe, Australia, and others have imposed significant ...

CFTC's Plan To End Position Limits Saga Faces Big Test

Anne Termine is quoted in Law360 regarding the U.S. Commodity Futures Trading Commission’s effort to impose position limits meant to curb speculators’ ability to distort prices. The new plan allows users to seek exemptions not set forth in the rule proposal by applying directly to their relevant exchanges. The CFTC would have 10 days to review that decision or ...

Audit Process Remains A Mystery In DOD Cybersecurity Plan

Susan Cassidy is quoted in Law360 regarding the DoD’s implementation of cybersecurity requirements for defense contractors. Ms. Cassidy says that questions about the process, such as who will audit the thousands of contractors that need to be certified for cybersecurity compliance, how they will be audited and what options they will have if they disagree with an ...

Former Top U.S. Diplomat for Latin America Joins Covington

WASHINGTON—Kimberly Breier, the U.S. Department of State’s former top diplomat for Latin America, has joined Covington as a senior advisor. Ms. Breier most recently served as Assistant Secretary of State for Western Hemisphere Affairs, the United States’ top diplomat for the Western Hemisphere. She led the State Department’s policy formation, oversaw U.S. ...

The Volcker Rule “Covered Funds” Proposal: Seven Things To Know

On January 30, 2020, five federal financial regulators jointly issued a proposed rule that would modify existing regulations implementing the Volcker Rule’s general prohibition on banking entities investing in, sponsoring, or having certain relationships with hedge funds or private equity funds (collectively, “covered funds”). The proposal, which follows a 2019 ...

AI and Attorney Obligations Are Still Outpacing the Law

Lee Tiedrich spoke with Legaltech News about lawyers’ obligations pertaining to the law and artificial intelligence. Ms. Tiedrich indicated that much like the internet in the 1990s, the growth of technologies such as AI continues to outstrip the development of the law. The lack of absolute regulatory clarity raises the stakes for organizations. “You need to be ...

The CFTC's Position Limits on Derivatives Proposal: Six Things To Know

At an open meeting on January 30, 2020, the Commodity Futures Trading Commission (“CFTC”) voted 3–2 to approve a proposed rule that would impose federal position limits on derivatives. The proposed rule, if finalized, would prevent excessive speculation while allowing bona fide hedgers in agricultural, energy, metals, and other commodities markets to hedge risk ...

U.S. and Kenya to Start Talks on 'Model' Trade Deal for Africa

Witney Schneidman is quoted in the Financial Times regarding the United States’s and Africa’s search for a replacement to the African Growth and Opportunity Act (AGOA), which gives nearly 40 African states tariff-free access to the U.S for 6,500 products, and has faced increasing criticism in Washington. Mr. Schneidman says, “Africans are saying, we are trying ...

Patent Board Challenges Tumble as Venue Loses Some Appeal

Scott Kamholz is quoted in Bloomberg Law regarding the decreased acceptance of Patent Trial and Appeal Board (PTAB) petitioners’ requests to review a patent’s validity. Losing a PTAB challenge makes it more difficult for an alleged infringer to convince a jury that a patent is defective, says Mr. Kamholz. “That all makes petitions risky and a little less ...

GSA Praised for Progress on Contracting Schedule Consolidation

Mike Wagner spoke with Government Executive about the General Services Administration's restructuring of the terms and conditions of current contracts so that they are in sync with those on the new, single contracting vehicle, which also features new contracts. . Mr. Wagner says, “Contractors should not be seeing changes to any negotiated elements of their ...

Neema Sahni Named Among LA's Most Influential Minority Attorneys

LOS ANGELES—The Los Angeles Business Journal recognized Neema Sahni in its 2020 list of the most influential minority lawyers in Los Angeles. The list recognizes lawyers who are particularly impactful, maintain the highest professional and ethical standards, and contribute to the Los Angeles business and legal community. In Ms. Sahni's profile, the Business ...

Preemption of state interest rate limitations: current challenges involving bank partnership models

Ashley Simonsen published an article on the statutory and regulatory background of preemption and “true lender” challenges to bank partnership models in The Review of Banking & Financial Services. "In recent years, state regulators and private plaintiffs have sought to attack bank partnership models, including marketplace lending arrangements, by arguing that ...

New Section 232 Tariffs Imposed on Derivative Steel and Aluminum Articles

On January 29, 2020, the Administration published Presidential Proclamation 9980 announcing that it would impose new tariffs on imports of certain derivative steel and aluminum articles. The tariff rates will be 25 percent on the steel derivatives and 10 percent on the aluminum derivatives, and will become effective February 8. This action expands the scope of ...

Companies Should Understand USMCA’s Labor Obligations as They Are Significant and Likely to Be Enforced

Because labor-related obligations in existing U.S. trade agreements are general and largely hortatory, few enforcement actions have been taken with regard to these obligations. The labor obligations in the Agreement between the United States of America, the United Mexican States and Canada (“USMCA” or “Agreement”), however, are specific and likely to be ...

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Representative Matters

HealthpointCapital in Acquisition and Exit of French Company

HealthSouth Senior Notes Offering

Huffington Post TCPA Class Action

Hulu Video Privacy Protection Act Class Action

Incline Equity Sale of Belt Curve Manufacturer

Indivior $1.6 billion Demerger

Indymac

Internal investigations for an aircraft manufacturer

Innovative Fund Restructuring and Creation of Preferred Interest

Inverted domestic corporations

International procurement capacity building

Investigating Insider Thefts

IP Obligations under WTO/TRIPS

Investigation in Self-Dealing and Financial Reporting Irregularities

Helping Clients Increase Their CPA Zicklin Scores

“Issue advocacy” campaigns

Iran Sanctions Investigation for Pharmaceutical Company

Jefferies Group $1 billion Senior Notes Offering

Iran and Sudan Sanctions Advice

JFK International Airport Cogeneration Facility

JLG in Merger of Heavy-Duty Commercial Vehicle Companies

Johnson & Johnson $2 billion Investment Grade Debt Offering

Joint Venture for Creation and Launch of 120 Sports

Joy Global Acquisition of Heavy Construction Equipment Manufacturer

Joy Global Acquisition of Mining Equipment Manufacturer

Kamylon Sale of Wheel Manufacturing Assets

Kennedy Trust Royalty Monetization

Kerr-McGee Acquisition

Kit Check Pharmacy Automation System Distribution

Laird’s acquisition of Microwave Materials Group and Emerson & Cuming Microwave Products

Kite Pharma IPO and Follow-On Offering

Largest Suspension and Investigation in USAID's History

Largest public FARA investigation in recent years

Launch of the WWE Network

Leading FARA case

Leading Asset Manager in Emerging Market Fund Formation

Leading semiconductor transactions

Lear Corporation

Lehman Brothers

Licensing and Enforcement-Based Royalties

LightBridge Communications in Cross-Border Acquisition

LinkedIn Privacy Class Action

IRS Disputes with Sports Clubs and Affiliated Cable Network

Janssen Pharmaceuticals Hatch-Waxman Litigation

Joint Ventures for Multiple Broadcast Clients

Jury verdict for aerospace client

Kangaroo Media Inc. in Negotiation of Agreement with Formula One

Kayne Anderson Capital Advisors on a Range of Sports Lending Transactions and Other Investments

Kentucky Fried Chicken (KFC) against False Advertising Claims

Knowles Electronics ITC Section 337 Silicon Microphone Packages Investigation

King Pharmaceuticals Acquisition by Pfizer

Kos Pharmaceuticals Medicare Part D coverage

Labrador Communications in Exclusive Content Distribution Agreement with Cingular Wireless

Landmark Ruling for Tennis Channel

Largest Media Rights Deal in NHL History

Launch of LA Dodgers Regional Sports Network

LaRue v. DeWolff, Boberg & Assocs., Inc., 128 S. Ct. 1020 (2008) (counsel for amicus)

Lawsuit Challenging State Ethanol-Free Gasoline Requirements

Leading Food and Pharmaceutical Manufacturers on Advertising Requirements

Iran retaliatory sanctions

Legislation granting visa access for New Zealand nationals

Legislative advocacy for wind energy company

Legal environment evaluation project

Libel Defense Litigation and Prepublication Review of News and Other Content for Broadcasters

Libya and Syria sanctions advice

LIN TV Corp. in Acquisition of Red McCombs Media

Litigation Challenging FCC's Rule on Telemarketing and Fax Advertising

Litigation Challenging Offshore Oil and Gas Leasing Program

Lobbying Disclosure Act audit

Lobbying Disclosure Act audit for financial institution

Lobbying Disclosure Act registration and reporting advice to financial firm

Lobbying disclosure advice to Fortune 50 company

Lobbying disclosure advice to major trade association

Los Angeles County Transit System Alternative Fuel Incentives

Major League Baseball in the launch of the MLB Network

Manufacturers' Suggested Retail Pricing Matters

Safety Data Sheet Requirements for Surgical Product