By: Ryan Udell and Melissa Pang

Pennsylvania Secretary of Health Dr. Rachel Levine approved a recommendation from the state medical marijuana advisory board to allow the sale of whole-plant cannabis (dry leaf and flower) for medical purposes in Pennsylvania at an April 16, 2018 Harrisburg news conference. Previously, Pennsylvania permitted only the sale of oils, extracts, pills, and tinctures. Dry leaf, which requires no processing and is easier and cheaper to produce, will be available in dispensaries later this summer, according to Dr. Levine. This new development should reduce the cost of treatment and increase access to patients who have been facing shortages since dispensaries opened in February. Pennsylvania law still forbids patients from smoking or consuming marijuana in edible form and prohibits dispensaries from selling pipes, bongs, and rolling papers, permitting the sale of dry leaf medical marijuana only for vaporization through vaporizers and other devices. (more…)

By: George Morrison

On April 12, 2018, the United States Department of Labor (DOL) issued its first substantive opinion letters since the Bush Administration. Not only do opinion letters clarify the agency’s application of the law, the letters also can sometimes provide a complete defense to claims if an employer acts in conformity with and reliance on a letter. (more…)

By: Lori Smith and Jamie Wang

The Corporate Council of the Corporation Law Section of the Delaware State Bar Association recently released its proposed amendments to the Delaware General Corporation Law (DGCL) for 2018. Noticeably, the proposed amendments would amend Section 262(b) of the DGCL to eliminate an inconsistency in the availability of appraisal rights in stock-for-stock public mergers structured as two-step transactions under DGCL Section 251(h) and those structured as long form mergers. The proposed amendments intend to confirm and extend the availability of ratification of defective corporate acts in certain circumstances and streamline the use of such a potentially powerful tool for companies to address innocent mistakes. (more…)

By: Ryan Udell and Gwenn Barney

For the second time in a year, President Donald Trump has taken the historically extraordinary measure of issuing an executive order to block a foreign company’s takeover of a US technology company based on national security concerns. This time, it was to thwart Broadcom’s proposed takeover of US-based chipmaker Qualcomm.   (more…)

By: Ryan Udell and Michael Psathas

United States Senate Majority Leader Mitch McConnell has announced that he would introduce legislation that would legalize hemp as an agriculture product. The Hemp Farming Act of 2018 would essentially remove hemp from a list of controlled substances that are prohibited under federal law. According to Majority Leader McConnell, his legislation would remove federal barriers to expand domestic production of hemp and provide hemp researchers access to federal grants from the US Department of Agriculture. (more…)

By: Richard Borden, Lori Smith and Kate Woods

On March 16, 2018, the US Court of Appeals for the District of Columbia Circuit released its much anticipated ruling in ACA International, et al., v. Federal Communications Commission rejecting the expansive definition of automated telephone dialing system (ATDS) and setting aside the “one-call safe harbor rule” for reassigned cell phone numbers set forth in the Federal Communications Commission’s (the “Commission” or “FCC”) July 2015 Declaratory Ruling and Order interpreting the Telephone Consumer Protection Act (TCPA). The court also upheld the scope of the Commission’s exemption to the prohibition of robo-calls specifically for healthcare-related calls of a time sensitive nature. (more…)

By: Howard Jiang

Under the current rules of the US Securities and Exchange Commission (SEC), foreign issuers are allowed to use International Financial Reporting Standards (IFRS) financial statements in their registration statements and periodic reports (17 CFR Parts 210, 230, 239 and 249). This substantially reduces the burden on foreign private issuers compared to complying with US Generally Accepted Accounting Principles (GAAP) auditing standards. Compliance with US GAAP requires engaging a US Public Company Accounting Oversight Board (PCAOB) qualified auditing team and applying US accounting standards, which in many respects are very different from those of the foreign private issuer’s home country or IFRS. This typically increases the complexity and costs associated with the auditing process. (more…)

By: Lori Smith, Michael Psathas and Jamie Wang

On March 7, 2018, the US Securities and Exchange Commission (SEC) issued additional guidance with respect to digital assets trading platforms, affirming that platforms that offer trading of cryptocurrencies that are securities and operate as an “exchange,” as defined by the federal securities, must be registered with the SEC or operate under an exemption from registration. The SEC’s statement focuses on trading platforms that allow investors to buy and sell the vast array of digital coins including Bitcoin, Ethereum and Litecoin. The SEC guidance follows on the heels of an SEC action announced on February 21, 2018 against a former cryptocurrency exchange, Bitfunder, and its founder, who were charged with operating an unregistered exchange and defrauding its users. (more…)

By: Marc Casarino and Ryan Udell

Most directors and officers are aware of Section 144 of the Delaware General Corporation Law, which provides that a corporate transaction involving an interested director or officer is not void solely because of that reason, or because the director or officer votes upon or otherwise participates in the meeting wherein the transaction is considered, so long as proper disclosure of the interest is provided and the majority of disinterested board members or shareholders, if by ratification, vote in good faith to approve the transaction. And, directors and officers are also keenly aware of their common law fiduciary duties (and that by properly discharging such duties Delaware law defers to the business decision made). What is less than clear, however, is whether compliance with the safe harbor provisions of Section 144 is deemed to also satisfy their fiduciary duties in approving a transaction where a director or officer has an interest. (more…)