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Consumer Data Privacy in the Merger/Acquisition Context: What's an Acquiring Mind to Do?
Current wisdom favors non-disclosure of the private data related to consumers held by companies that obtain such data in the course of doing business. This sentiment is in full blossom in a wide variety of contexts, not the least of which are the provision of medical services and of financial services. In these heavily regulated industries, protection of consumer data is the subject of complex regulatory schemes aimed at ensuring data privacy and security while, nonetheless, allowing business to be conducted in its ordinary course.
This principle of nondisclosure includes prohibitions on selling consumer private data to third persons or companies. Factual information that can be associated with individual consumers and one or more elements of their potential buying or other business habits are in great demand by almost all companies that sell products and/or services. Prohibitions on sales of such information can thus im-pose costly restrictions on companies that would like to leverage that data for alternative gains. Conversely, a company's substantial database of consumer data can greatly increase the company's net worth. Companies with rich portfolios of consumer data clearly have a more robust ability to market their goods and services, and to do so in a more intelligent, focused, and rational manner. The question presently posed is whether acquirers of all (or substantially all) of the voting securities and/or assets of a company possessing such consumer data may gain access to that data. In other words, is a sale of the company a prohibited transfer of consumer data?
Mergers: The Context of the Deal
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Anti-Assignment Override Provisions
UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?