The antitrust laws were designed to prevent.

Flows from the defendants' anticompetitive behavior.

Caused harm to the plaintiff.

The mobile wireless device market. Sprint and Cellular South claimed that the merged firm would have monopsony (buyer) power in this market.

The roaming services market. Cellular South claimed that its access to this market would be restricted (even though only 3% of its customer base relies on the relevant roaming technology).

Eliminates the proposed mandatory review for ACOs that have at least two participants with a combined market share of 50% or more in any common service provided to patients in the same primary service area.

Establishes a safe harbor for ACO participants that have a maximum combined share of 30% in a common service provided to patients in the same primary service area.

Offers a voluntary 90-day expedited review for ACOs prior to consummation, while leaving open the possibility of post-formation antitrust reviews.

Provides that ACO activities and formations will be analyzed under the rule of reason, but does not detail how that rule will be applied.

Warns that all ACOs should avoid improper sharing of competitively sensitive information among competitor providers.

Cautions ACOs with large market shares to avoid certain restrictive practices, such as tying arrangements, exclusive contracts and most-favored-nation provisions.

Adopting a policy or code of business ethics detailing procedures, standards and guidance for transacting business in foreign countries.

Training employees on FCPA and related compliance.

Sections 11 and 12 of the Securities Act, if the data is filed with or incorporated by reference into a registration statement.

The antifraud provisions of the Exchange Act, if the company makes a good faith effort to comply with the XBRL reporting rules.

Determine when their grace period ended or will end.

Consider additional procedures for preparing and filing XBRL information, which may include:

Any prior cyber attacks.

The probability of a future cyber attack.

The potential costs and other consequences, including any reputational impact, resulting from a cyber attack.

The adequacy of measures taken to prevent a cyber attack.

Be in writing.

Contain a provision directed to an ERISA plan.

Satisfy plan amendment formalities.

Citigroup and the plan fiduciaries breached their ERISA fiduciary duties by refusing to divest the plans of Citigroup stock.

Citigroup's participation in the sub-prime market made its stock an imprudent investment option.

The plan fiduciaries failed to provide complete and accurate information to plan participants regarding the Citigroup stock fund and the fund's exposure to sub-prime market risks.

Ensure that plan documents are drafted to require (rather than permit) investment in employer stock, if that is the intent.

Clearly and frequently communicate the risks of investing in employer stock to plan participants.

Implement a strong plan governance structure to ensure that fiduciary duties are properly allocated among responsible parties and plan investments are appropriately monitored.

The fiduciary advisor is compensated on a "level-fee" basis, where:

The investment advice provided by the fiduciary advisor is based on a computer model that is certified in advance by an independent expert as:

Find out whether the plan's fiduciary advisors intend to use the exemption for their plan participants and beneficiaries.

Ensure that proper procedures are in place to monitor fiduciary advisors' compliance with these new rules.

Costly enforcement actions. For example, the EPA has made reductions in overflows from combined sewer systems (CSOs) an enforcement priority over the past couple of years. Targeted mid-western cities have been forced to allocate substantial sums over the next 20 years to reduce the number of CSO events within their boundaries.

More stringent municipal separate storm system (MS4) discharge permits.

A forthcoming post-construction stormwater proposed rule.

MS4s.

Construction activities.

Industrial activities.

Inspect stormwater and groundwater discharges during due diligence to determine if permits are required.

Determine the scope of costs involved for compliance with new stormwater and groundwater requirements and any maintenance costs associated with the requisite systems, such as filtration.

Investigate whether the EPA plans to require the local government to overhaul its stormwater and groundwater treatment systems, which could increase utility costs.

Understand the local permitting process and requirements before starting new construction or renovating existing buildings. This process may soon involve a stormwater and groundwater analysis, which could make it more difficult and costly to obtain a permit.

Courts should apply a uniform federal trade secret standard, and not a particular state's trade secret law.

It is not necessary for the trade secret owner to use the trade secret in the US to show an injury to its domestic industry.

Direct competition between the parties.

Loss of market share and access to customers.

The infringer's inability to satisfy a monetary judgment.

While a two-player market may weigh heavily in favor of an injunction, the opposite is not necessarily true.

Injury to a patent owner's non-core business is as capable of being irreparable as an injury affecting more substantial operations.

Set the proper tone. Employers should remind employees that workplace standards of conduct apply at the holiday party.

Review harassment policies. Employers should confirm that their harassment policy covers employer-sponsored social events and notify employees that any violation of the policy during a social event can result in discipline.

Avoid religious themes. Religious party themes and decorations should be avoided. Employers should also provide food that is appropriate for employees with dietary restrictions.

Understand state law on social host liability. An employer's potential liability for harm caused by employees who consume alcohol at a company function varies by state. At a minimum, employers should:

Inform employees that attendance is voluntary. Employers should consider holding the party after work hours and off-site so that employees feel they can opt out.

Refrain from penalizing employees. Employers should instruct managers not to penalize any employees that choose not to attend. Employees may claim they were forced to work off the clock if they felt attendance was mandatory.

Manage compensation expectations. Employers should ensure that any nonexempt employees who assist with party preparations are voluntarily doing so and do not expect to be compensated for the time spent on these tasks.

Ensure compliance with state wage and hour laws in each jurisdiction where they issue paychecks to employees.

Conduct routine wage and hour audits. In particular, employers should review:

When faced with an internal wage and hour complaint:

When involved in a "hybrid" lawsuit, preserve the argument that allowing a district court to exercise supplemental jurisdiction over state wage and hour claims frustrates the purpose of the FLSA's opt-in mechanism.

Litigation eased slightly. In 2011, companies were involved in slightly less litigation than in 2010. Labor and employment, contract and personal injury actions represented the most common types of lawsuits that respondents faced in 2011.

Legal spend is up. Although the US respondents experienced a drop in litigation, they reported a 40% increase in litigation spend (from a median of $1 million in 2010 to $1.4 million in 2011).

Alternative fee arrangements are on the rise. About 62% of respondents reported using alternative fee arrangements for at least some of their work, up from 51% in 2010.

Internal investigations increased. The number of respondents who reported commencing an internal investigation in the past year increased by 3% (from 43% in 2010 to 46% in 2011). Companies in the healthcare, energy and engineering/construction sectors were the most likely to commence an internal investigation in 2011.

Regulatory investigations increased. 55% of US respondents retained outside counsel in response to a regulatory investigation in 2011, up from 43% in 2010. The investigations were typically initiated by the DOJ, the Occupational Safety and Health Administration (OSHA), the EPA and state attorneys general, focusing on companies in the engineering, healthcare and technology sectors.

Bribery investigations decreased. The number of respondents who engaged outside counsel to assist with a bribery or corruption investigation decreased by half (from 16% in 2010 to 8% in 2011).

Master service agreements. Companies involved in repeat litigation are increasingly entering into master service agreements with a select number of e-discovery vendors. In exchange for being on the company's "short list" of e-discovery service providers, these vendors will often agree to perform services at a discounted rate.

Sample searches to locate ESI. Attorneys generally use keyword searches to locate electronically stored information (ESI) that may be responsive to an adversary's discovery requests. Often, however, the word searches demanded by the adversary are overly broad, requiring companies to review thousands (if not millions) of pages of irrelevant documents. To counteract this, outside counsel may offer to run sample searches over a limited set of data using the adversary's search terms. If particular search terms from the test run yield little (if any) responsive information, the producing party should propose eliminating those search terms, and raise the issue with the court if the adversary insists on using the overbroad search terms.

Model order. Courts are becoming increasingly involved in the effort to minimize the burdens and costs of e-discovery. For example, the Federal Circuit Advisory Council recently adopted a model order that will likely reduce the amount of ESI produced in litigation. Among other things, the model order places limits on how, when and from whom e-mail discovery may be sought. Although the model order is limited to patent cases, it may serve as a model for courts to use in other cases.

Provide that a controlled entity that is not otherwise engaged in commercial activities will generally not be treated as engaged in a commercial activity solely because it holds an interest as a limited partner in a partnership that conducts a commercial activity (however, any income received by a limited partner attributable to a commercial activity of the partnership will not be exempt from US income tax).

Create a new de minimis exception for a controlled entity that engages in inadvertent commercial activities.

Clarify the definition of "commercial activity."