Publications
Starting on October 1, 2013, nursing homes will benefit from two new options for tackling bad debts. The two options are set forth in Sections 128-130 of Public Act No. 13-234 (the Act), the omnibus law implementing the state's human services budget for fiscal years 2014 and 2015. The Act authorizes nursing homes to bring […]
On August 26, 2013, the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (“OCIE”) issued a Risk Alert highlighting weaknesses and best practices observed during its recent examination sweep of investment advisers’ business continuity and disaster recovery planning.[1] While this sweep, which examined approximately 40 investment advisers located in regions affected by Hurricane […]
In a sharp departure from longstanding practice, the Securities and Exchange Commission has required New York-based hedge fund adviser Philip A. Falcone and his advisory firm Harbinger Capital Partners to admit to wrongdoing as a condition of settling civil charges brought by the agency. As part of the settlement, which was announced on Monday, August […]
On June 24, 2013, the Second Circuit Court of Appeals affirmed a summary judgment decision by the U.S. District Court for the District of Connecticut holding that the Connecticut Franchise Act (“CFA”) did not apply to the relationship between an insurance agent and an insurer that was at issue in that case. While the appeals […]
In a case that should provide a cautionary tale to business owners and high-level managers, the United States Court of Appeals for the Second Circuit recently affirmed a ruling finding John Catsimatidis, the CEO and owner of New York-area grocery chain Gristede’s, individually liable for wages under the Fair Labor Standards Act (“FLSA”). Irizarry v. […]
Last week, the U.S. Court of Appeals for the Second Circuit limited the reach of criminal prosecutors in cases involving foreign securities and foreign transactions, providing defense counsel with ammunition to challenge such prosecutions. The court’s holding also affects sentencing issues, such as relevant conduct under the Sentencing Guidelines and restitution orders issued pursuant to […]
On September 18, 2013, the Securities and Exchange Commission charged Shadron L. Stastney with breaching his fiduciary duty to the hedge fund he advised by engineering an undisclosed principal transaction in which he had a financial conflict of interest, thereby violating Sections 206(2) and 206(3) of the Investment Advisers Act of 1940. The case represents […]
In August 2013, the Third Circuit Court of Appeals issued two opinions reversing district court certification of consumer classes because the plaintiffs in each case had failed to present a viable way of demonstrating that each proposed class member had purchased the product at issue. These two decisions, along with a 2012 Third Circuit decision, […]
At the recent IAWatch fall conference in Philadelphia, Pa., Mark Dowdell, Assistant Regional Director in the SEC’s Philadelphia Office of Compliance Inspections and Examinations (“OCIE”), provided a preview of the SEC’s examination priorities for 2014 for investment advisers and investment companies. According to Dowdell, the SEC should finalize and publicly release the list of exam […]
Recent decisions from the United States District Court for the Southern District of New York and the Connecticut Appellate Court revisit a familiar yet sometimes perplexing question: Am I transacting in “goods” under the Uniform Commercial Code (“UCC”) or dealing with “services”? Often, the answer is straightforward enough particularly in the world of widgets. How […]
The SEC’s Division of Trading and Markets issued guidance on Monday in the form of FAQs addressing concerns about failure-to-supervise charges being brought against broker-dealer compliance and legal personnel. Under Section 15(b)(6) of the Exchange Act, the Commission is authorized to bring enforcement proceedings against a person associated with a broker-dealer if someone under that […]
On October 1, 2013, the Department of Labor published its Final Rule, made effective January 1, 2015, eliminating the application of the “companionship exemption” to employees employed by home care agencies and other companies. Consequently, the minimum wage and overtime protections of the Fair Labor Standards Act (FLSA) have been extended to approximately 1.9 million […]
On October 2, the Division of Investment Management of the U.S. Securities and Exchange Commission (“Division”) published a Guidance Update for institutional investment managers seeking confidential treatment of information filed on Form 13F. This guidance expands upon guidance issued by the Division in 1998 for requesting confidential treatment of 13F information and provides Form 13F […]
In the wake of breaking news reports regarding a leading tech company and charges that it misused temporary visas to bring workers to the U.S., employers should be reminded that business visitors are authorized to enter the U.S. for very limited purposes, and are not permitted to engage in substantive employment in the U.S. The […]
The SEC will host a public roundtable on December 5th to discuss the use of proxy advisory firm services by investment advisers, mutual fund and other institutional investors. This meeting, which comes on the heels of several speeches by SEC Commissioner Daniel Gallagher questioning whether investment advisers are overly relying on service providers for proxy […]
You may have heard that this spring brings the arrival of new generic top level domains (“gTLDs”). Currently, the most common gTLDs include .com, .info, .net, and .org. But soon there could be many more, such as .bestbuy, .delta, .honda, .ibm, .maybelline, .samsclub, and .weatherchannel, to name just a few. You can find the full […]
Before taking advantage of the ever-increasing options for corporate communications through social media channels, companies must conduct a careful Regulation FD [1] analysis to determine whether the chosen social media channel is a “recognized channel of distribution” for communications to the investing public, or else run the risk of a Regulation FD violation. In a […]
In a long-awaited decision, the Delaware Court of Chancery recently held in Meso Scale Diagnostics v. Roche Diagnostics [1] that the acquisition of a company by reverse triangular merger does not result in an assignment (whether by operation of law or otherwise) of the target company’s agreements. Thus, the Court put to rest the uncertainty […]
Connecticut’s commercial and industrial property owners and developers may now take advantage of property assessed clean energy financing (PACE), a tax assessment financing tool for energy efficiency and clean energy projects. This special financing is also available to owners and developers of multi-family properties with five or more units. According to a national survey conducted […]
Appropriation artist Richard Prince won a big victory in the Second Circuit on Thursday, overturning a trial court decision that had sent chills through some corners of the contemporary art world. But the decision opens up a world of uncertainty in art-world litigation, and the real winners may be the lawyers who fight over that […]
On January 1, 2013, Congress passed the “American Taxpayer Relief Act of 2012” (“the Act”). The Act provides some welcome certainty as to the federal estate, gift and generation-skipping transfer (“GST”) tax exemptions and rates in 2013 and, hopefully, well beyond. Federal Transfer Tax Changes and How They Affect You Unified Estate and Gift Tax […]
On May 8, 2013, the Department of Health and Human Services’ (“HHS”) Office of Inspector General (“OIG”) released a revised Special Advisory Bulletin on the Effect of Exclusion from Participation in Federal Health Care Programs (“Special Advisory Bulletin”), available here. This updated guidance supersedes and replaces the OIG’s original 1999 Special Advisory Bulletin. The Special […]
The U.S. Court of Appeals for the District of Columbia Circuit has done it again. On the heels of its landmark ruling in Noel Canning Co. v. NLRB, 705 F.3d 490 (D.C. Cir. 2013) that President Obama’s recess appointments to the National Labor Relations Board (“NLRB”) were unconstitutional, thereby calling the NLRB’s entire operational authority […]
We would like to take this opportunity to highlight two electronic newsletters that are published by the Department of Labor and the National Labor Relations Board. Read below for more information and how to subscribe to the e-newsletters. United States Department of Labor Every Thursday, the United States Department of Labor sends an e-newsletter featuring […]
By Michael Thompson and Michael MenapaceThe next card has been played in the ongoing dispute of whether faulty workmanship is an occurrence under the standard ISO CGL policy. As most readers are aware, faulty workmanship by a contractor is not an occurrence under the law of some states (e.g., New Jersey, Ohio, and Pennsylvania). Whereas […]
Industry is increasingly turning to universities and other academic institutions to access innovation. Recent examples include many multiple party consortiums and multiple year collaborations with large pharma companies involving funding of $100 million or more. Academic institutions can be a rich source of innovative research, but industrial partners should keep in mind some legal constraints […]
By Jeffrey R. Babbin and Michael Menapace In 2003, a fire that destroyed Greenwood Health Center, a Hartford nursing home, also killed or injured multiple residents. This week, the Connecticut Supreme Court ruled on several insurance coverage questions arising under a liability policy Lexington Insurance Company (a unit of AIG) issued to Lexington Healthcare Group, […]
Introduction Under the Affordable Care Act (“ACA”), “applicable large employers” are required to offer affordable medical coverage to full-time employees and their dependent children, or pay a penalty for failure to offer affordable coverage. This requirement, sometimes called the “employer mandate” or “pay or play”, becomes effective for plan years beginning on and after 1/1/2014. […]
Employers scored major victories in a pair of Title VII cases decided by the U.S. Supreme Court on June 24, 2013: Vance v. Ball State University, in which the Court narrowly defined “supervisors,” thus potentially limiting the scope of employer liability in workplace harassment cases; and University of Texas Southwestern Medical Center v. Nassar, holding […]
On June 24, 2013, in a highly anticipated decision, the United States Court of Appeals for the Second Circuit affirmed the judgment of conviction against Galleon Group founder and former hedge fund manager Raj Rajaratnam. See United States v. Rajaratnam, 11-3316-cr (June 24, 2013) (hereafter, “Rajaratnam“). The court’s decision will no doubt encourage continued aggressive […]