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Corporate Tax

Tax Department lawyers have been involved in domestic and international transactions involving purchases and acquisitions, business combinations and divestitures, corporate restructuring such as recapitalizations, multi-tier spin-offs and split-offs and hybrid entities, and innovative transactions involving the consolidated return regulations. Orrick’s Tax Department offers services to address clients’ corporate tax needs in: Asset-based Securitizations Compensation and Option Plans Consolidated Return Regulations Corporate Restructuring Cross-border Transactions ...

Cross-Border Employment Law Issues

Our lawyers provide strategic and results-oriented advice on all aspects of employment disputes and contentious matters before agencies, tribunals and in the courts, with special expertise on discrimination matters, wage-and-hour issues, cross-border trade secret protection and wrongful termination actions. Working with Orrick’s Global Corporate Solutions team, we also provide advice on data privacy and protection issues, employee benefits matters and global equity compensation programs. We have innovative single point of contact representations which allow companies with operations ...

Continuing Disclosure

This Continuing Disclosure Agreement not only obligates the issuer (or obligated person) to provide annual reports and current material event disclosures, but also exposes the issuer (or obligated person) to potential liability for securities fraud under S.E.C. Rule 10b-5 if those disclosures contain material misstatements or omit any information, whether or not required by the Continuing Disclosure Agreement, necessary to make the information contained in such disclosures not misleading in any material respect. Orrick has established procedures and practices to help issuers and other ...

Compensation & Benefits M&A

We have advised clients on all types of transactions, including traditional stock and asset acquisitions, divestitures, spin-offs and multinational joint ventures. We work with each client to achieve maximum tax and financial results, while reducing liabilities and attaining employee retention and incentive goals. Orrick lawyers also help companies structure transactions at the early planning stages of an acquisition. Our counseling extends well beyond legal documentation as we assist clients with quantitative analyses on the different approaches to a transaction and provide practical and ...

Charter School Finance

We have assisted a wide variety of charter schools throughout the United States, developed innovative school bond financings and participated in policy and legislative activities designed to meet unique challenges and achieve a comprehensive range of purposes. We have worked with the financing and refinancing of a wide variety of charter school projects, including working capital projects such as teaching specialists, administrative staff, Internet access, after-school and summer programs, pupil transportation, kindergarten programs, extracurricular offerings, information technology, and ...

Higher Education, Exempt Organization & Governmental Financings - Tax Presentation

by Larry Sobel, Kathryn V. Garner and Charles C. Cardall | 11.07.16

Topics covered: Qualified Equity - Allocation & Accounting Rules for Private Business Use Refunding Into Flexibility - Anticipatory Remedial Action In Connection With A Refunding Maximizing The Insubstantial - Multipurpose Elections &The $15 Million Limitation The Changing Landscape Of Private Service Contracts: Revenue Procedure 2016-44 Private Business Use - Research Contracts Private Business Use - Material Transfer Agreements Private Business Use - Incidental Use Exception & Examples & Short Term Use Exception Private ...

Class Action Defense

Our clients include Fortune 500 companies in the technology, finance, energy and consumer sectors; high-growth companies; and individuals. We focus on early dismissals and low settlements, but we’re well-known for our willingness to go to trial when justified. Our record includes victories in a variety of claims, from traditional breach of warranty, product liability, employment and securities class actions to novel false labeling and massive Telephone Consumer Protection Act (TCPA) cases. We work with our clients’ in-house team to understand the risks and objectives for each matter, conduct ...

Corporate Governance

The group’s lawyers counsel boards, committees and management on legal requirements and best practices; respond with a seasoned team in the event of a corporate crisis; and litigate high-profile corporate governance and disclosure matters in Delaware and around the country. Because corporate governance matters often cut across traditional practices and geographies, we take a multidisciplinary cross-border approach when problems arise. Working with partners in the U.S., Europe and Asia, we can quickly put together a team consisting as necessary of securities litigators, transactional and tax ...

I diritti particolari dei soci nelle società a responsabilità limitata e la creazione di “categorie di quote”

by Guido Testa | 11.14.16

La riforma del diritto societario del 2003, revisionando completamente il modello della società a responsabilità limitata, trova il suo fondamento nella valorizzazione del ruolo del socio. Il carattere eminentemente personalistico delle S.r.l. si esplica nel riconoscimento di un’ampia libertà per i soci di dettare, nei limiti imposti dalla legge, regole per il funzionamento della società, nonché di poter conformare il contenuto delle proprie partecipazioni in ragione delle rispettive posizioni all’interno della compagine sociale, attraverso il conferimento di particolari diritti. L’art. 2468, ...

Cyber Risk Insurance

Our cyber insurance lawyers help protect your company’s reputation and bottom line against the most pressing risk management concerns. When facing data breaches, hacker attacks or privacy violations, we have the experience to ensure you obtain the best coverage under your cyber insurance policy. We work with clients to review, improve and maximize recovery from their cyber insurance.  When breach incidents occur, our experienced team handles insurance claims and advises on insurance strategy. The Orrick Difference We handle insurance claims for companies in a diverse range of business ...

In Internet of Things Era Cybersecurity for Autonomous Vehicles Will Require Restraint

by Darren S. Teshima and Ian Adams | 12.22.16

The vulnerability of America’s physical infrastructure has long been at the top of mind for national security officials, but the growing threat of cyberattacks, both state-sponsored and criminal, has led state and federal officialdom to take note. Their concern has been magnified by the increasing number of significant cyber targets in the nation, including key infrastructure.

Cybersecurity

Building cybersecurity and breach preparedness.  We work with in-house legal departments, IT/InfoSec teams, C-suites, and boards of directors on a host of proactive measures to improve preparedness and to effectively manage cyber-risk, including building data security governance and regulatory compliance programs, developing incident response plans and procedures, and conducting tabletop exercises and management training – in both enterprise-wide and product/service-specific contexts.  We are also active in coordinating industry cybersecurity and threat information-sharing ...
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No Harm, But Foul? FTC Sues Internet of Things Maker D-Link for Security “Vulnerabilities” Despite No Allegations of Breach

by Antony Kim, Emily S. Tabatabai and Aravind Swaminathan | 02.06.17

Shortly after the new year, the Federal Trade Commission filed suit in the Northern District of California against D-Link Corporation, a Taiwan-based maker of wireless routers, Internet Protocol (IP) cameras, and software used in consumer electronics (such as baby monitors). The complaint alleges that D-Link failed to reasonably secure its products from hackers. Notably, the

Compensation & Benefits

We have those lawyers. We are unique. With over 15 experts in New York City, San Francisco, Silicon Valley, and Wheeling, we work with clients on both domestic and global compensation & benefits matters. It’s all about you. As one client told Chambers USA: "They have good foresight – not just reacting in a transactional sense, but also looking at the trends and the bigger picture and being proactive in working with you to avoid a problem before it happens. The attorneys are incredibly responsive to our needs and are always able to assist when asked." Supporting Your Strategy We partner with ...

Capital Markets

From blue-chip companies to technology-driven start-ups, we guide clients through the many challenges that arise during the different stages of the life of a company and craft financing solutions to serve strategic objectives. We combine industry knowledge and deep technical expertise to help our clients navigate capital markets, structure offerings of equity and debt securities and comply with securities and regulatory requirements. We focus on providing pragmatic business solutions to our clients’ needs, and our experienced partners stay actively involved on a day-to-day basis throughout ...

Corporate Lending

Orrick’s Banking & Finance team takes a creative approach to counseling many of the world’s leading corporations, investment and commercial banks, investment funds and alternative credit providers in sophisticated corporate finance transactions, including syndicated credit facilities, asset finance, leasing, receivables financing and securitization transactions.  We also advise clients on structured and asset-based financings, restructurings and securities offerings such as investment grade and high yield debt/equity offerings. Our team is focused on delivering business-pragmatic and often ...