Archive for the ‘Fourth Amendment’ Category

ALAUNOS THERAPEUTICS, INC. : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) -…

Item 1.01 Entry into a Material Definitive Agreement.

On June 24, 2022, Alaunos Therapeutics, Inc. (the "Company") entered intoAmendment #4 (the "Fourth Amendment") to a Cooperative Research and DevelopmentAgreement, dated January 9, 2017, by and among the National Cancer Institute,the Company and Precigen, Inc., as amended (the "CRADA"). The Fourth Amendment,among other things, extends the term of the CRADA until January 9, 2025.

The foregoing summary of the Fourth Amendment does not purport to be completeand is qualified in its entirety by reference to the full text of the FourthAmendment, a copy of which, subject to any applicable confidential treatment,will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q forthe period ended June 30, 2022.

Item 7.01 Regulation FD Disclosure.

On June 27, 2022, the Company issued a press release announcing the entry intothe Fourth Amendment. A copy of the press release is furnished as Exhibit 99.1to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1, is being"furnished" and shall not be deemed "filed" for purposes of Section 18 of theSecurities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwisesubject to the liability of that Section or Sections 11 and 12(a)(2) of theSecurities Act of 1933, as amended (the "Securities Act"). The informationcontained in this Item 7.01, including Exhibit 99.1, shall not be incorporatedby reference into any registration statement or other document pursuant to theSecurities Act or into any filing or other document pursuant to the ExchangeAct, except as otherwise expressly stated in any such filing.

Item 9.01 Financial Statements and Exhibits.

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ALAUNOS THERAPEUTICS, INC. : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) -...

The Deeper Significance of Justice Thomas’s Second Amendment Opinion – The Epoch Times

Commentary

The Supreme Courts decision in New York State Rifle and Pistol Assn. v. Bruen (pdf) was a signal victory for the right to keep and bear arms. Reading Justice Clarence Thomass opinion for the court is a rich journey through constitutional law and history. The opinion may become a SCOTUS classic.

However, the case has implications more important stillimplications that go well beyond the Second Amendment. Amid all the noise surrounding the courts holding, you probably wont read about those implications anywhere but here.

First, though, Im delighted to report that Justice Thomas gave due credit to the work of Dave Kopel, my Independence Institute colleague who is probably the leading Second Amendment scholar on the face of the planet.

Most of the Supreme Courts constitutional-rights precedents date from the 20th century, when progressive justices dominated the bench. Those justices usually didnt pay adequate attention to the historical meaning of the Constitutions words and phrases. They usually didnt inquire, for example, into the historical meaning of terms such as the freedom of speech.

Instead, they usually applied balancing tests. An early example was the 1944 case that upheld the mass detention, without charges or trial, of tens of thousands of American citizens of Japanese extractiona case I discussed in an earlier column for The Epoch Times.

The Constitution says explicitly that the government shall deprive no person of liberty without due process of law. It also says that before the writ of habeas corpus (the traditional remedy for unlawful imprisonment) is suspended, certain conditions have to occur. Yet in Korematzu v. United States (pdf), the court balanced away all those rights. It did so under what we now call the strict scrutiny test: Government may override even an explicit constitutional right with a law necessary to further goals that the justices think are strong enough.

After Korematsu was decided, the justices applied this balancing approach to free speech, free exercise of religion, and other constitutional liberties. Occasionally, as in some pornography cases, this approach shielded conduct the Constitution didnt really protect at all. More often, the balancing approach privileged government over individual citizens.

As for rights that liberal justices didnt think as important as free speech (such as economic liberties), the court applied balancing tests that empowered government even more.

To be sure, some parts of the Constitution do call for balancing. One example is the Fourth Amendment ban on unreasonable searches and seizures. But most parts of the Constitution reflect the documents own balances and compromises. There is no call for justices to replace those balances and compromises with their own notions of what is and isnt important.

Despite all the misleading ballyhoo about the Supreme Court now having a conservative majority, the current justices generally have continued to apply the precedents and methods invented by their liberal predecessors.

In 2008, the Supreme Court issued United States v. Heller (pdf). It ruled that the Second Amendment created an individual right to keep and bear arms. Lower federal courts then started applying balancing tests to the individual right. Even if a law or regulation exceeded governments traditional power to regulate firearm usage, judges still upheld it if they thought the law or rule was sufficiently important and narrowly tailored.

Justice Thomass opinionand remember, he was writing as a representative of the court not merely for himselfaffirms, however, that the scope of the right to keep and bear arms is fixed by the words of the amendment. The law is reflected in those words, not in some judges idea of what is important.

Of course, the opinion applies only to the Second Amendment. At this point, judges still may balance away other constitutional rights. Perhaps, however, his opinion marks the beginning of a return to a more accurate meaning of other rights as well.

Many lawyers and commentators have an annoying habit of trying to prove constitutional meaning with evidence far removed from the time when the Constitution was adopted. For example, they may argue that the Constitution reflects a rule of English common law that prevailed in the year 1400, even though the rule was abandoned long before the Constitution was ratified (178790) or the Bill of Rights was adopted (1791).

More commonly, they trot out evidence arising months, years, or even decades after the ratification was complete.

Unfortunately, this is not just a bush league error: Some of the most prestigious constitutional law professors do this sort of thing. The Supreme Court is sometimes complicit as welland Justice Antonin Scalias opinion in the Heller case is a good example. It never seems to occur to these people that the understanding of the Constitutions ratifiers could not have been influenced by events that hadnt yet happened.

Thomass opinion for the court in this firearms case recognizes that sometimes subsequent practice can clarify (liquidate) ambiguous phrases. But most cases are not in that category. One of the most refreshing parts of his opinion is his caution against evidence that is either too early or too late to be part of the constitutional bargain.

In a concurring opinion, Justice Amy Coney Barrett underscored this: [T]odays decision should not be understood, she wrote, to endorse freewheeling reliance on historical practice from the mid-to-late 19th century to establish the original meaning of the Bill of Rights. On the contrary, the Court is careful to caution against giving postenactment history more weight than it can rightly bear.

Another implication of Thomass opinion is more subtle. Heres some background:

In our legal system, the traditional way of construing most legal documents is to inquire into how the parties to the document understood its terms. Only when understandings conflict, or are unrecoverable, do the courts apply the words of the document as a third party would read them.

Those who wrote and adopted the Constitution expected it to be interpreted that way. We call this method original understanding (pdf). Examining how third parties would read the documentcalled original meaningis applied only if the original understanding cannot be recovered.

For reasons too complicated to review now, during the 1980s, constitutional commentators began to invert the traditional rule of interpretation. They applied original meaning at the expense of original understanding. Although the framers didnt write the document to be read that way, this focus on original meaning has become orthodoxy.

So its refreshing to report that, while Thomass opinion uses both concepts, it edges back toward the correct position: Of the Constitution, he writes, its meaning is fixed, according to the understandings of those who ratified it and the scope of the protection [of a provision in the Bill of Rights] is pegged to the public understanding of the right when the Bill of Rights was adopted in 1791.

Time will tell if the court builds on this view, but a foundation has been laid.

Views expressed in this article are the opinions of the author and do not necessarily reflect the views of The Epoch Times.

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Robert G. Natelson, a former constitutional law professor, is senior fellow in constitutional jurisprudence at the Independence Institute in Denver.

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The Deeper Significance of Justice Thomas's Second Amendment Opinion - The Epoch Times

Tax Information Reporting On Digital Assets Steps Into The Spotlight – Forbes

Digital generated image of purple circular helium balloon with bitcoin sign on it exploding against ... [+] grey background visualising stock market crash.

The looming prospect of compliance with the reporting requirements in section 6050I has been a problem for the digital asset industry since the passage of the Infrastructure Investment and Jobs Act (P.L. 117-58) last November.

The requirements pose procedural obstacles and privacy concerns for taxpayers, but the government has an interest in ensuring compliance with the tax laws.

The revised version of section 6050I requires taxpayers engaged in a trade or business to file an information return when they receive $10,000 or more in digital assets in one transaction or two or more related transactions in the course of that trade or business. The information required is the name, address, and tax identification number of the person from whom the assets were received; the amount of the assets; and the date and nature of the transaction. The provision was originally designed for cash transactions.

The brief push for legislative repeal of the crypto-related portions of the infrastructure bill last year never stood a great chance. The new proposal by Sens. Cynthia Lummis, R-Wyo., and Kirsten E. Gillibrand, D-N.Y., includes an instruction to the IRS to write guidance implementing the changes to section 6050I.

The Responsible Financial Innovation Act is crypto- and taxpayer-friendly on the whole, suggesting that at least two senators who are interested enough in ensuring that the digital asset industry has a favorable regulatory environment in the United States to sponsor comprehensive legislation arent looking to repeal the expansion of section 6050I.

That appears to be something of a trend. The Keep Innovation in America Act (H.R. 6006), introduced in November 2021, would have only delayed implementation of the section 6050I reporting requirements until 2026.

But it would have required the IRS and Treasury to study the effects of including digital assets in the scope of the reporting regime, including the effects on the privacy and liberty rights and interests of taxpayers and other persons affected.

Such a comprehensive study of the cryptocurrency industry and possible legislative design ramifications is a good idea.

Also last November, Sen. Ted Cruz, R-Texas, introduced S. 3206, which would have repealed the information reporting requirement, along with the change to the definition of broker in section 6045.

HOUSTON, TEXAS - MAY 27: U.S. Sen. Ted Cruz (R-TX) speaks during the National Rifle Association ... [+] (NRA) annual convention at the George R. Brown Convention Center on May 27, 2022 in Houston, Texas. The annual National Rifle Association comes days after the mass shooting in Uvalde, Texas which left 19 students and 2 adults dead, with the gunman fatally shot by law enforcement officers. (Photo by Brandon Bell/Getty Images)

He explained that he wanted Congress to study the digital asset industry more carefully before legislating because when it comes to legislating in an area where most Members of this body have very little familiarity of the details, it is highly perilous.

Cruz pointed to the technical difficulty that digital asset industry participants may have in getting the information required under section 6050I, and suggested that aggressive enforcement could decimate the digital asset industry, in a Joint Economic Committee hearing on November 17.

A recent case highlights the pressing need for Congress to be more circumspect in its attempts to regulate both the digital asset industry and the digital privacy of Americans more generally.

Coin Center, along with Dan Carman, Raymond Walsh, and Quiet Industries Corp., filed a suit on June 10 to stop enforcement of the infrastructure bills expansion of section 6050Is reporting requirement for digital assets, arguing that it is facially unconstitutional under the First, Fourth, and Fifth amendments.

In Carman v. Yellen, No. 5:22-cv-00149-KKC (E.D. Ky. 2022), the plaintiffs allege that the requirement would force the disclosure of sensitive information in violation of their reasonable expectations of privacy and their property rights.

The complaint also says that it would threaten to expose the plaintiffs protected associations and thereby chill their expressive activities.

As an example of the breadth of information that the reporting requirements could reveal, the complaint notes that from one [section] 6050I report in 2024, the government could discover that a person donated to a local mosque in 2016, paid for a sons sobriety treatment in 2018, contributed to an unpopular political cause in 2020, and hired a marriage counselor in 2022.

Absent the information reporting, the government typically needs a warrant for a cryptocurrency address to make those types of connections. Extending [section] 6050I to digital assets would not meaningfully assist the IRSs administration of the income tax, the complaint argues.

At the November 2021 JEC hearing, Peter Van Valkenburgh of Coin Center explained that although the Bank Secrecy Act passed constitutional muster because the third parties who bear the reporting requirements hold private information that has been voluntarily given to them for a legitimate business purpose, theres no third party in the section 6050I context.

bitcoin wallet for online cryptocurrency trading

Accordingly, he said the third-party doctrine cannot render a warrant unnecessary for the collection of information such as Social Security numbers. That argument is reflected in the Carman complaint. One of the central stated goals of cryptocurrency is to allow transactions without the intermediary institutions that implicate the third-party doctrine, such as banks and telephone companies, the complaint says.

The Carman plaintiffs first argument is that the reporting requirement constitutes an unreasonable search in violation of the Fourth Amendment.

Digital asset users have developed and adopted a technology designed to preserve personal agency and protect enhanced privacy in transactions, which entitles them to an enhanced expectation of privacy, the complaint states.

The response to the complaint will likely address the legitimacy of the governments interest in getting the information it seeks about transactions in digital assets. There should be some mechanism to allow the government to enforce the tax and other laws.

How to do that when theres no obvious intermediary from whom to require information reporting on specific transactions is a broader debate that was exemplified last year in the expansive proposal for financial account information reporting.

The Carman complaint cites opinions concerning the privacy implications of various laws, including an opinion from Supreme Court Justice Lewis F. Powell Jr. in 1974 that explains, Financial transactions can reveal much about a persons activities, associations and beliefs. At some point, governmental intrusion upon these areas would implicate legitimate expectations of privacy.

The problem is that the justices and judges who wanted to recognize that line werent writing the majority opinions.

The Carman complaint highlights one of the central privacy issues of the digital age in its First Amendment claim based on freedom of association.

The plaintiffs might have difficulty succeeding with this argument in court, because their claim that the inviolability of privacy in associations means that Americans presumptively enjoy a right against reporting mandates is hard to square with the other reporting requirements in the tax code.

They might stand a better chance of finding a sympathetic ear in Congress with their other argument that truly private associations have become the last refuge of Americans fearful of the consequences of engaging in public life.

Part of the challenge here is that financial activities, even in decentralized forms, arent exclusively expressive. Sometimes financial choices are just that business transactions that have no particular First Amendment implications.

Many of them, if exposed, wouldnt reveal expressive associations so much as everyday financial decisions. That could implicate privacy concerns generally, but whether you ordered a book from a huge online retailer or a small local shop doesnt necessarily implicate freedom of association.

The argument is that by forcing disclosure of transactions that arent necessarily expressive, the government could use the information gleaned from them to uncover expressive transactions as well.

Once the government knows how to identify an individual on the public ledger from disclosure of a large transaction, it can find all the smaller transactions too. The trade or business limitation is insufficient because many contributions to advocacy groups would fall within the course of a trade or business, the complaint notes.

The ability to easily produce a full picture of the financial choices of taxpayers because of advances in technology cant be ignored when considering the impact of seemingly limited reporting regimes.

That should now be a universal consideration in the development of reporting requirements, although Congress doesnt seem to be up to speed with the relevant technology.

By highlighting critical modern privacy issues, the complaint provides an opening for their further consideration in the development of reporting regimes. Congress should do its share here, rather than leaving the questions entirely to the courts.

Still, this case will be important to watch because it could offer insight into how the courts might view a proposal like the one from the Biden administration last year to require broad financial account reporting. The contexts are different digital assets versus bank accounts but the arguments about transactional privacy have enough similarities that they could be a preview should that type of proposal be revived.

The Carman complaint notes that the third-party doctrine is restricted to the sharing of information that provides a limited view of a persons affairs, not a detailed mosaic.

In the financial account reporting regime, the $600 threshold for gross inflows and outflows, or even a slightly higher one, would likely have created a situation in which the limited collection of individual information, when aggregated across all accounts and individuals, would have offered a detailed picture.

The plaintiffs have a worthy and serious point about Congresss near-total disregard for individual privacy, but that failure isnt new, and it isnt limited to digital assets.

Protection of digital privacy in the United States is almost entirely absent, leaving those concerns to be addressed by what amounts to a privacy-exploding scheme based on a facade of consent. But the appropriate venue for this broader debate is the legislature.

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Tax Information Reporting On Digital Assets Steps Into The Spotlight - Forbes

The Week That Was: All of Lawfare in One Post – Lawfare – Lawfare

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Jen Patja Howell shared an episode of the Lawfare Podcast in which Benjamin Wittes Wittes sat down on Twitter Spaces with Roger Parloff, Quinta Jurecic, and Molly Reynolds to discuss day four of the Jan. 6 committee hearings:

She alsoshared an episode of the Lawfare Podcast in which Wittes talked with Jurecic, Parloff, and Katie Benner of the New York Times about day five of the Jan. 6 select committee hearings:

Pollard shared a livestream of day four of the Jan. 6 select committee hearings. He also shared a livestream of day five of the Jan. 6 select committee hearings.

Elena Kagan shared an episode of Lawfare No Bull which features audio from the fourth public hearing held by the Jan. 6 select committee:

Bob Bauer argued that presidents seeking reelection can pose unique challenges to democratic elections in situations in which their desire to win can lead to disastrous results.

Daniel Richman discussed the role that the doctrine of willful blindness might have in proving Trumps criminal liability if a case were brought against the former president for his role in the Jan. 6 Capitol attack.

David Priess shared an episode of Chatter in which Shane Harris sat down with Tim Naftali to discuss the legacy of Watergate in light of the Jan. 6 Capitol attack:

Howell shared an episode of the Lawfare Podcast from the November 2020 archives in which Evelyn Douek and Jurecic sat down with Alex Stamos to discuss the state of election security and the difficulty of countering false election claims:

Robert Chesney and Steve Vladeck shared an episode of the National Security Law Podcast in which they discussed the latest Jan. 6 conspiracy indictment, the Navarro contempt of Congress charge, the lawsuits challenging the Texas and Florida social media content-moderation laws, and more:

Stewart Baker shared an episode of the Cyberlaw Podcast in which he sat down with Amy Gajda to discuss her book, Seek and Hide: The Tangled History of the Right to Privacy:

Baker shared another episode of the Cyberlaw Podcast in which he sat down with Matthew Heiman, Scott Shapiro, and Nick Weaver to discuss the bipartisan effort to transform the Committee on Foreign Investment in the United States, cryptocurrency firms on the verge of collapse, TikTok, and more:

Herb Lin discussed the functional trade-offs in baked-in cybersecurity in product management.

Susan Landau argued that the EU proposal on combating child sexual abuse material online could present national security problems and relies on technology that does not exist yet.

Steve Bunnell reviewed James E. Bakers The Centaurs Dilemma: National Security Law for the Coming AI Revolution (Brookings Institution, 2020).

Howell shared an episode of the Lawfare Podcast in which Wittes sat down with Asfandyar Mir and Daniel Byman to discuss the current position of al-Qaeda in the world:

Howell also shared an episode of Rational Security in which Alan Rozenshtein, Jurecic, and Scott R. Anderson sat down to discuss the extradition of Julian Assange, Chinese access to TikTok customer data, and Googles potentially sentient LaMDA artificial intelligence program:

Jordan Schneider shared an episode of ChinaTalk in which he sat down with Weijian Shan to discuss Shans personal story of exile during the Cultural Revolution and his view on Chinas economic transformation:

Anoush Baghdassarian analyzed recent cases from the International Court of Justice that Armenia and Azerbaijan each brought against one other for alleged violations of the International Convention on the Elimination of All Forms of Racial Discrimination.

Max Johnston and Bryce Klehm shared the final episode of Allies, which they discuss the uncertain long-term legal status of Mahnaz, a former member of the Afghan militarys Female Tactical Platoon, and other Afghans who are on parole after coming to the U.S. during the U.S.s withdrawal from Afghanistan:

Matthew Tokson discussed what a recent ruling from the First Circuit means for Fourth Amendment cases concerning the use of telephone pole cameras for surveillance purposes.

Kyleanne Hunter discussed the potential impacts that overturning Roe v. Wade would have on women in uniform.

And Hyemin Han and Katherine Pompilio shared an application for the fall 2022 Lawfare internship.

And that was the week that was.

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The Week That Was: All of Lawfare in One Post - Lawfare - Lawfare

$F Ford Motor Co Co Entered Into Nineteenth Amendment To Its Credit Agreement Dated As Of December 15, 2006 – CML News

Published: 06/23/2022 21:08 GMTFord Motor Co. (F) - Ford Motor Co - on June 23, 2022, Co Entered Into Nineteenth Amendment to Its Credit Agreement Dated As of December 15, 2006.Ford- As Result of Amendment, Lenders Have $3.4 Billion of Commitments Maturing on June 23, 2025 & $10.1 Billion of Commitments Maturing on June 23, 2027.Ford Motor Co - Entered Into a 364-day Revolving Credit Agreement on June 23, 2022.Ford Motor Co - Also on June 23, 2022, Co Entered Into Fourth Amendment to Its Revolving Credit Agreement Dated As of April 23, 2019.Ford Motor Co - Lenders Under 364-day Revolving Credit Agreement Have Provided $1.75 Billion of Commitments to Ford With a Maturity Date of June 22, 2023.Ford- Due to Supplemental 4th Amendment, Lenders Maintained Same Level of Total Commitments With $0.1 Billion Commitments Maturing on Sept 29, 2024.Ford - Due to Supplemental 4th Amendment, Lenders Maintained Same Level of Total Commitments With $1.9 Billion of Commitments Maturing on June 23, 2025. Revenue is expected to be $36.91 Billion Adjusted EPS is expected to be $0.43

Next Quarter Revenue Guidance is expected to be $39.35 BillionNext Quarter EPS Guidance is expected to be $0.57

More details on our Analysts Page.

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$F Ford Motor Co Co Entered Into Nineteenth Amendment To Its Credit Agreement Dated As Of December 15, 2006 - CML News