The UK is scheduled to leave the European Union on March 29, 2019. While the United States and UK governments have taken significant steps to ensure that contracts related to nuclear power stations and the nuclear fuel cycle are not interrupted, little public attention has been paid to the potential delay in commerce caused by the UK no longer being a member of the European Atomic Energy Community (EURATOM). This is particularly important because the U.S. Government will now need to provide its consent for retransfers of certain nuclear materials and components from the EURATOM countries to the UK, after the UK withdraws from EURATOM. While the U.S.- EURATOM Agreement for Cooperation provides a mechanism for the United States to provide its advance consent for these retransfers to the UK, the process itself could likely take at least several months and perhaps a year or more, as explained below. This article provides what we believe will be the potential impediments to commerce. However, the precise manner in which U.S. retransfer consent rights affect nuclear commerce with the UK will vary depending upon the specific circumstances of each proposed retransfer.

Introduction
On December 19, 2018, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A to allow companies subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) to use Regulation A to conduct securities offerings of up to $50 million in a 12-month period without Securities Act registration. Regulation A provides an exemption from the registration requirements of the Securities Act of 1933 to companies organized in the United States or Canada for offers and sales of securities of up to $20 million for Tier 1 offerings and up to $50 million for Tier 2 offerings. Securities sold under Regulation A are deemed sold in a public offering and therefore are not “restricted securities” subject to Securities Act resale limitations. Prior to these amendments, Regulation A was not available to issuers that were already Exchange Act reporting companies, and its use has been modest. Following publication of the amendments in the Federal Register, which is expected to occur shortly, Exchange Act reporting companies will have the additional flexibility to use Regulation A when raising capital through the public markets.

This past weekend, the Civilian Board of Contract Appeals (CBCA) released its fiscal year (FY) 2018 Annual Report. The CBCA docketed 409 new matters in FY 2018, a modest increase from 385 docketed in FY 2017. Prior to FY 2018, the Board had experienced docket decreases for each of the previous five years. Also, for the first time since FY 2014, the number of new cases docketed during the year exceeded the number of appeals that the CBCA resolved.

At the end of November 2018, the California Natural Resources Agency (CNRA) posted final adopted text for amendments to the regulations implementing the California Environmental Quality Act (CEQA), known as the CEQA Guidelines. The final text is the result of over five years of development efforts by the Governor’s Office of Planning & Research (OPR) and CNRA. The amendments combine changes to transportation impact analysis as directed by Senate Bill 743 (2013) with the most comprehensive update to the CEQA Guidelines since 1998, incorporating statutory changes, court decisions, and comments from public agencies, business and environmental groups, and other stakeholders through multiple rounds of public review. The wide range of issues covered in the amendments includes use of regulatory standards as significance thresholds; environmental baselines; a new metric for analyzing transportation impacts; climate, water supply and energy impacts; and numerous procedural and technical improvements.

On November 27, 2018, the Government Accountability Office (GAO) published its annual report on bid protest statistics. The GAO’s report, which is mandated by the Competition in Contracting Act, lists its key statistics for Fiscal Year 2018 bid protest activity. The GAO’s report also includes a chart providing similar bid protest statistics for Fiscal Years 2014-2018. This five-year snapshot provides some valuable insight into current bid protest trends and developments at the GAO.

Over the next two years, the General Services Administration (GSA) plans to consolidate the agency’s 24 Multiple Award Schedules into a single schedule. The consolidation is part of GSA’s strategy to optimize the federal acquisition process. By FY 2020, GSA plans to have one set of terms and conditions, which should enhance consistency in the acquisition process. With one schedule contract, agencies can buy and vendors can offer a “solutions-based approach” including both products and services.

The U.S. House of Representatives will be a hotbed of activity with respect to oversight of the Trump Administration and private sector stakeholders that are aligned with or have benefitted from the Administration’s policies over the past two years. House Democratic committee leaders are eager to shine a light on (and, inevitably, score political points related to) alleged malfeasance or corruption. Attention may come in the form of information requests and subpoenas, congressional hearings, committee investigations, and other forms of public inquiry.

Section 13823 of the Tax Cuts and Jobs Act, P.L. No. 115-97 (2017) added Sections 1400Z-1 and 1400Z-2 to the Internal Revenue Code of 1986, as amended (the “Code”). These provisions created the Qualified Opportunity Zone (“QOZ”) program that has recently generated such a wave of media attention that one might surmise President Trump had sent an angry late-night tweet about it.

The 2018 Midterm Election played out as most poll forecasters speculated. Although several races have yet to be decided, Republicans have retained control of the Senate, but lost at least 29 seats, allowing the Democrats to wrest back control of the House for the first time since 2010.

Last month, Congress passed the Better Utilization of Investment Leading to Development, a historic piece of legislation creating a new development finance agency: the U.S. International Development Finance Corporation (USIDFC). Aimed at helping developing countries prosper while advancing U.S. foreign policy goals and enhancing American national security interests, USIDFC will combine the U.S. Overseas Private Investment Corporation (OPIC) with various private investments functions of the U.S. Agency for International Development. As the U.S. government agency tasked with helping American businesses invest in emerging markets, USIDFC is expected to continue OPIC’s work by providing financial support to investments in developing countries, including areas of the world that suffer from significant poverty and armed conflict. However, because human trafficking such as forced labor is often prevalent in these regions, current recipients of OPIC funding and new participants under the upcoming USIDFC’s financing initiatives may be subject to significant civil and criminal liability if compulsory labor is used in connection with their U.S. government-supported business ventures and investments.

Pillsbury’s Political Law and Government Law & Strategies groups break down the need-to-know numbers for this year’s election. Pillsbury’s biennial Election Night Guide examines the potential outcomes for the 2018 Congressional and Governor’s races. Our Public Policy team is also preparing a post-election guide that will be useful in navigating potential changes in Congress.

Many US-China deals are still getting done, but there is no question the challenges facing those deals has increased over recent months. Relatively few transactions have emerged from the CFIUS process since earlier this year; some have cleared and some have not. Our review of publicly available information indicates that the clearance rate for US-China deals since the Trump Administration took office has fallen from about 55% earlier this year to about 50%, but two very high-profile deals received approval (an acquisition by COSCO which involved a pier in Long Beach Harbor, and China Oceanwide’s acquisition of Genworth Financial). We continue to believe that careful selection of target assets, early risk assessment, and transparent filings with CFIUS will still allow many if not most deals to get through.

Introduction
The annual Department of Defense (DoD) authorization bill has long been used to impose government-wide procurement reforms that extend beyond the DoD. The recently enacted National Defense Authorization Act (NDAA) continues this tradition, by restricting civilian agencies’ use of the much-derided lowest price, technically acceptable (LPTA) procurement process, instead of the more fulsome best value trade-off process. The new NDAA now imposes limitations on the use of LPTA procurements that were previously imposed on the DoD and applies those limitations government-wide.

On August 13, 2018, President Trump signed the Fiscal Year 2019 National Defense Authorization Act (2019 NDAA), which includes $616.9 billion for the Department of Defense’s (DoD) base budget, $69 billion for overseas contingency operations funding, $8.9 billion for mandatory defense spending and $21.9 billion for nuclear weapons programs under the Department of Energy. We have written extensively on numerous provisions of this new law.

We have previously discussed Congress’ efforts to reform the bid protest process through recent National Defense Authorization Acts (NDAA). In the Fiscal Year 2017 NDAA, Congress mandated a review of the bid protest process for Department of Defense (DoD) acquisitions, which led to a nearly year-long research study by the RAND National Defense Research Institute (RAND). The Fiscal Year 2018 NDAA provided for a number of reforms to the bid protest system, including enhanced debriefing rights for protestors. Much of these enhanced debriefing rights were implemented on March 22, 2018, by a Class Deviation issued by DoD. This year’s NDAA signals Congress’ continued interest in reforming the bid protest system to enhance the efficiency of the acquisition system.

We recently reported on a Department of Defense (DoD) regulation effective April 13, 2018, that prevents government contracting officers from funding projects in Afghanistan that cannot be safely accessed and monitored by military or civilian personnel, as these projects raise a heightened specter of waste, fraud, and abuse. A new report (the “SIGAR Report”) from the Office of the Special Inspector General for Afghanistan Reconstruction, the government entity charged with monitoring U.S. reconstruction efforts in Afghanistan, effectively validates the concerns that gave rise to this regulation and suggests that government scrutiny of public spending in Afghanistan is likely to continue to intensify.

In previous Client Alerts (found here and here), we have discussed the new rules issued by the Department of Defense (DoD) that significantly bolster the rights of government contractors to receive “debriefings” pursuant to Part 15 of the Federal Acquisition Regulation (FAR), following the award of defense contracts. The Government Accountability Office’s (GAO) recent decision in State Women Corporation, B-416510 (July 12, 2018) provides important new guidance regarding GAO’s timeliness rules in the context of these newly enhanced debriefings.

House and Senate negotiators have agreed on proposed reforms to the Committee on Foreign Investment in the United States (CFIUS) foreign investment review process, which has been added as Title XVII of the FY2019 National Defense Authorization Act (NDAA). The final bill makes a number of changes intended to improve the efficiency of national security reviews and investigations, although a significant increase in staff and funding will be required in order to handle the increased caseload. Importantly, outbound technology transfers in the context of joint ventures and other collaborative arrangements will not be added to the “covered transaction” definition, but will instead be addressed by U.S. export controls.

On June 21, 2018, the Fifth Circuit Court of Appeals issued a highly anticipated mandate vacating the Department of Labor’s (DOL) Fiduciary rule in toto. The mandate follows numerous challenges to the DOL’s Fiduciary rule and the Court’s earlier decision holding that the Fiduciary rule was invalidly promulgated.

In South Dakota v. Wayfair, Inc., the Court overrules the “physical presence” requirement as “unsound and incorrect”

On 23 May 2018, the Sanctions and Anti-Money Laundering Act became law in the United Kingdom. Its aim is to provide a legal framework to allow the UK to impose sanctions and implement its own sanctions regime once the UK leaves the EU on 29 March 2019. However, the Bill goes well beyond any current EU sanctions regime and provides scope for the Government to shape an autonomous UK sanctions policy

Legalized cannabis use is rapidly sweeping the nation. Currently, 29 states have legalized some form of cannabis, effectively turning the majority of the United States green. In this post, we will take a closer look at some of these green states and discuss cannabis real estate trends across both state and country lines.

On May 23, 2018, as directed by President Trump, the Secretary of Commerce initiated a Section 232 investigation into whether imports of automobiles, including SUVs, vans, light trucks and automotive parts, threaten to impair national security. President Trump reportedly is contemplating tariffs as high as 25% on automobile imports, similar to the tariff imposed a result of its recent 232 action on steel imports.

If EPA finalizes its newest enforcement proposal for the oil and gas production sector, managing environmental compliance risks arising from mergers and acquisitions in that sector is about to get easier. Under EPA’s proposal, a new owner of oil and gas extraction and production facilities can enter into an agreement with EPA to audit its new facilities for noncompliance with environmental laws and then address any violations the new owner finds without having to pay penalties for those shortcomings. Comments on the proposed agreement are due by June 4, 2018.

The rapid growth of cryptocurrency markets, digital asset products and initial coin offerings (ICOs), and the alarmingly high number of fraudulent ICO attempts among them, has prompted the SEC to engage the public in some creative investor education.

Pillsbury Investment Funds practice co-leader Ildiko Duckor recently spoke with The Hedge Fund Law Report about the strategies and risks inherent in investing in and managing quant funds, which utilize highly sophisticated computer-based models to automate trading activities and are increasingly popular in the “hyper-connected” trading and investment sector.

Last month, Gov. Andrew Cuomo signed into law the 2019 New York State budget. The budget bill included a series of laws aiming to expand the scope of worker protections against sexual harassment, to limit employers’ ability to keep claims of sexual harassment confidential, and to increase employer and employee education on sexual harassment.

Long awaited rules for “Customer Due Diligence Requirements for Financial Institutions” (the CDD Rules) went into effect on May 11, 2018. FinCEN has taken steps to clarify and refine implementation of the CDD Rules, issuing (1) FAQs on April 3, 2018 and (2) a ruling on May 16, 2018 providing covered financial institutions with a limited 90-day exceptive relief from the obligations for financial products and services that are subject to automatic renewals, provided such products were established before May 11, 2018.

In 2016, South Carolina enacted the South Carolina Anti-Money Laundering Act (the “Act”). The Act was to become effective upon the later of June 9, 2017, or the adoption of final implementing regulations. Those regulations were adopted, and they will become effective when published on May 25, 2018. Consequently, the Act will finally become effective on May 25, 2018.

Department of Defense (DoD) cybersecurity requirements, referred to as Safeguarding Covered Defense Information and Cyber Incident Reporting went into effect at the start of the year, and have been met with an array of questions from contractors eager to comply, but unsure of the exact standards they are expected to meet. A long list of Frequently Asked Questions (FAQs) issued by DoD on April 2, 2018, has provided some clarity. However, significant areas of ambiguity remain, and language concerning a Contractor’s compliance with the new contract clause is finding its way into new contract solicitations. DoD has proposed guidance to answers some of those questions, and contractors will have until the end of May to provide feedback to the Government on how helpful—or unhelpful—the guidance is.

If you haven’t seen Sundar Pichai’s presentation on Google Duplex, watch it. The technology is fascinating. Google is developing software that can assist users in completing specific tasks such as making reservations by telephone.

Digital advertising is exploding. In just the first six months of 2017 alone, internet advertising revenues exceeded $40 billion. Promoted ads are dominating social media platforms like Facebook and Twitter, and it is impossible to surf the internet or use mobile apps without having to watch or click through a myriad of dynamic ads to get to the underlying content. Why is this? Because digital advertising works.

When Eddie Rabbitt sang “Drivin’ My Life Away” in 1980, he was chronicling the life of a roadie, of a life spent behind the wheel. At the time, autonomous driving vehicles were still a distant speck on the horizon of the information highway. Today, we are on the cusp of a revolution that offers a near future where no one will have to spend his or her life behind a wheel. As always, the future carries new concerns, dangers and legal developments. We have already seen our first accidents and fatalities related to autonomous driving, and the regulatory and liability landscape is quickly setting context for this new technology—twenty-two states and Washington, D.C., have enacted legislation related to autonomous vehicles (with more pending).

Today, President Trump announced his intention to withdraw the United States from the Joint Comprehensive Plan of Action (JCPOA) and to impose the “highest level of economic sanctions” on Iran. The Office of Foreign Assets Control quickly thereafter published FAQs that discuss how the sanctions will be implemented.

Trump’s Omnibus Spending Plan adopts two key provisions from the proposed Affordable Housing Credit Improvement Act that will strengthen and expand low-income housing credit.

Outsourcing service providers have long been in the practice of bringing highly skilled employees from India and other locations to work with local businesses within the United States. Outsourcers such as Wipro, TCS and Infosys are some the largest petitioners of H-1B visas, the high-skilled work visa favored by the tech industry. In order to bring the most value to customers, service providers largely rely on getting work visas for Indian tech workers so they can consult with U.S. businesses.

A new rule prohibits the use of funds for DoD construction and infrastructure programs and projects in Afghanistan that cannot be safely accessed by U.S. Government personnel.

Nonprofit organizations can often handle large amounts of data originating in the EU. Though it is a common misconception that nonprofits are exempt from GDPR compliance, the fact is they are not.

The United States Trade Representative announced it will review India’s eligibility to continue receiving treatment as a beneficiary country under the U.S. Generalized System of Preferences program. India is by far the largest beneficiary of the GSP program.

When we consider the core goal of the real property recordation system in the United States—assuring owners that they are gaining clear title to a particular parcel of real property—the benefits of a blockchain-based system are so glaring that movement in this direction seems inevitable.

Lawmakers in State Duma—a lower house of the Russian Federal Assembly—have introduced legislation to counter recent U.S. sanctions, setting out a broad menu of prohibitions, from import and services restrictions to individual bans.

Reports suggest that the Trump Administration may declare an emergency under the International Emergency Economic Powers Act to grant the CFIUS authority to review technology transfer transactions even where there is no transfer of “control.”

With the future of the Fiduciary rule still uncertain, retirement plan fiduciaries must stay apprised of the rule's viability and carefully monitor the services provided by their plans’ investment advisors.

How can parties help CFIUS say “yes?” The key is to begin with the data, identify problems early, and be proactive.

A $1.3 trillion spending package that includes a 12.5% increase in low-income housing tax credit allocations over the next four years is welcome news to affordable housing developers who have been facing funding gaps.

As an ever-increasing numbers of blockchain-based patent applications seek issuance, savvy inventors and practitioners continue probing for patent-eligible space. Performance-related refinements to blockchain technology may provide that safe harbor.

The Treasury Department's April 6 placement of several prominent Russian individuals and companies on the Specially Designated Nationals and Blocked Persons lists promises to be more commercially disruptive for western companies than most past listings.

The Government Accountability Office is implementing several important changes to the bid protest process effective May 1. We summarize the most notable rule changes, from the electronic docketing system requirements to a new filing fee.

Companies that depend on artificial intelligence need to carefully evaluate potential scenarios that could affect their business and make sure they are insured accordingly.

Need an update on the state of the natural gas sector in the United States? This recently published article has you covered.