Last week, the New York State Legislature passed
legislation
1 that is expected to facilitate the
transition from LIBOR of any contract, security or instrument that
(i) is governed by New York law, (ii) uses USD LIBOR in making any
calculation or determination, and (iii) either does not include a
LIBOR fallback provision or contains fallback provisions that would
result in a LIBOR-based rate.
2
The legislation seeks to encourage broad adoption of the
ARRC-recommended benchmark replacement (i.e., a SOFR-based
benchmark plus the recommended spread adjustment), as well as to
minimize legal uncertainty and litigation risk, by addressing the
consequences of USD LIBOR cessation for these so-called
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The U.S. Internal Revenue Service (IRS) and the U.S. Treasury
Department ( Treasury ) have issued final regulations (T.D. 9944) (the Final Regulations )
providing additional guidance on several aspects of the income tax
credit for the capture of qualified carbon oxide (CO) under section
45Q of the Internal Revenue Code of 1986, as amended (the Code ).
1 By largely adopting the proposed
regulations released on May 28, 2020 (REG -112339-19) (the Proposed
Regulations ), discussed in our client alert dated June 22, 2020, with
certain helpful modifications, the Final Regulations aim to
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The California Court of Appeal recently upheld the dismissal of
claims against Mattel, which alleged that Mattel stole the idea for
its flying Barbie doll from Technology from Heaven Unlimited
(“TFHU”). Applying New York law, the Court found that
Mattel did not misappropriate TFHU s idea to create a flying
Barbie using drone technology, as this idea did not have general
novelty, even if the idea was novel to the buyer. Moving forward,
companies should ensure that they have clear policies and
procedures in place before accepting ideas and before entering into
For purposes of determining contract interpretation, Florida
courts apply the
lex loci contractus choice-of-law rule.
The Supreme Court of Florida observed that
lex loci
contractus is an inflexible rule that exists to ensure stability in contract arrangements. Under
lex loci contractus, a contract (other than one for the
performance of services) is governed by the law of the state in
which the contract is made, i.e., where the last act necessary to
complete the contract is done. But what s the last
act? That s a good question to which the courts have
failed to provide a clear answer.
According to the Eleventh Circuit Court of Appeals, the