Publications

On April 23, 2012, a federal district court addressed the novel issue of whether a distributor’s wife, who claimed to be an investor in the distributorship at issue, was required to arbitrate her claims pursuant to the distributorship agreement’s arbitration clause even though she had not signed that agreement. By holding that the wife was […]

On November 15, 2011, the SEC reported that its newly established whistleblower program has generated hundreds of tips in the first seven weeks of its existence, and that dozens of enforcement actions have been opened. Corporations should take note that the landscape has now shifted significantly, and that a “culture of whistleblowing” is taking shape. […]

Effective October 1, 2011, Connecticut employers may no longer require employees or prospective employees to give consent to requests for credit reports.Public Act No. 11-223 expressly prohibits any employer with one or more employees, or such employer’s agent, representative or designee, from requiring as a condition of employment that the employee or applicant consent to […]

Under the Patient Protection and Affordable Care Act, flexible spending accounts (FSAs) may not be used to reimburse expenses incurred after December 31, 2010, for over-the-counter drugs or medicines (other than insulin) purchased without a prescription. Because of this change from prior law, FSAs and related cafeteria plans must be amended if their governing documents […]

The National Labor Relations Board (“NLRB”) recently issued a controversial Final Rule requiring that private-sector employers subject to the NLRB’s jurisdiction post a notice informing employees of their rights under the National Labor Relations Act (“NLRA”). The notice, which must be posted by November 14, 2011, is similar to one already required by the U.S. […]

Effective October 1, 2011, Public Act No. 11-55 makes Connecticut the 15th state to prohibit discrimination based on “gender identity and expression.” Of particular importance to employers is the change to the Connecticut Fair Employment Practices Act, which will now include gender identity and expression as a protected category. For purposes of the statute “gender […]

Late last year, the Tax Relief, Unemployment Insurance Authorization, and Job Creation Act of 2010 was enacted. In addition to extending many of the Bush-era tax cuts for 2011 and 2012, including setting the maximum income tax rate at 35% and the maximum capital gains rate at 15%, the Act temporarily extends the federal estate, […]

It is well settled that insiders trading on the basis of material non-public information may violate the federal securities laws, regardless of whether the trading nets a profit. However, as a result of the Second Circuit Court of Appeal’s recent ruling in SEC v. Rosenthal, Docket Nos. 10-1204-cv (L); 10-1253 (con) (2d Cir. June 9, […]

The IRS recently issued Notice 2011-28, which provides interim guidance on Form W-2 reporting of health care costs as required by the Patient Protection and Affordable Care Act. Effective with the 2012 Form W-2, due in January, 2013, employers (including tax-exempt entities and governmental employers) are required to report the total cost of employer-provided health […]

The Connecticut legislature recently approved a landmark law, made effective January 1, 2012, requiring certain employers to provide five days of paid sick leave to eligible employees. The full content of the bill entitled “An Act Mandating Employers Provide Paid Sick Leave to Employees” may be accessed here. COVERED EMPLOYERSAll employers who employ 50 or […]

An Act Concerning Brownfield Remediation and Development as an Economic Driver, PA 11-141 (or Brownfield Economic Driver Act), signed into law by Governor Dannel Malloy on July 8, 2011, makes significant changes to brownfield redevelopment law and policy in Connecticut. The new legislation will supplement and eventually supplant the current patchwork quilt of programs that […]

The U.S. Securities and Exchange Commission (the “SEC”) recently proposed amendments to Regulation D to disqualify issuers from taking advantage of the Rule 506 safe harbor with respect to any offering involving felons or other bad actors. The SEC is issuing these rules pursuant to the requirements set forth in the Dodd-Frank Wall Street Reform […]

In an en banc decision dated May 25, 2011, the United States Court of Appeals for the Federal Circuit addressed the problem of proliferating allegations of inequitable conduct in patent litigation. (Therasense, Inc. and Abbott Laboratories v. Becton, Dickinson & Co., (Fed. Cir. May 25, 2011) (en banc)). The Federal Circuit raised the standards for […]

Public Act 11-236 (the “Act”) makes several changes to the Connecticut statutes governing nursing home bed holds and involuntary transfers and discharges. The Act took effect when the Governor signed it on July 13, 2011.NEW TRANSFER/DISCHARGE REQUIREMENTS Time Period for Resident Appeals Except in an emergency, nursing facilities are required to provide written notice of […]

Beginning September 7, 2011, owners of a registered trademark have a limited window during which they can apply to register or reserve a domain name in the new .xxx sponsored top level domain (sTLD). The .xxx sTLD will provide a recognizable, but not exclusive, on-line home for members of its “sponsored community,” which consists of […]

QUESTION: What were the most significant trends in SEC enforcement cases in 2002, and what areas should Advisers be most concerned about in 2003? ANSWER: The SEC instituted a record number of cases against investment advisers in 2002. In all, 48 new cases were filed, a 26% increase from the 38 instituted in 2001. The […]

Every adviser will be examined at some point by the SEC’s examination staff. That is a given. Sometimes the inspection will be preceded by a letter or telephone call from an SEC staff member notifying the adviser of the date for the scheduled inspection. Other times, an examiner will simply appear at the door unannounced. […]

As previously reported [September 2011 Client Alert], last month the National Labor Relations Board (“NLRB”) issued a Final Rule requiring that private sector employers subject to the NLRB’s jurisdiction post a notice informing employees of their rights under the National Labor Relations Act (“NLRA”). On October 5th the NLRB announced that the deadline for employers […]

Last month, the United States Department of Health and Human Services' Office for Civil Rights (OCR) announced that its contractor, KPMG, will be conducting 150 HIPAA compliance audits from November 2011 to December 2012. OCR is required to conduct HIPAA audits pursuant to the Health Information Technology for Economic and Clinical Health Act (HITECH), which […]

Fall/Winter 2011 In this Issue FDIC Continues to File Claims Against Failed Bank Directors and Officers and Other Professionals, and the D&O Coverage Cases Are Following Shortly BehindU.S. Insurance Regulations following Dodd-Frank Act by Joseph G. GrassoFrom the CourtsFrom the RegulatorsFrom Wiggin and Dana’s Supreme Court Update: Enforceability of Arbitration Agreements INDUSTRY NEWS FDIC Continues […]

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) creates enormous financial incentives for employees and others to report potential corporate wrongdoing directly to the SEC or the Commodities Futures Trading Commission (“CFTC”). In fact, under Section 922 of the Act, individuals who provide “original information” to such regulators that leads to a […]

Introduction Companies rely heavily on third parties for promoting the sale of new issues of securities. These companies, which are typically startups or early stage companies, frequently lack the resources or contacts necessary to locate investors. Brokerage firms also rely on such third parties for finding new customers. These “finders” are intermediaries that are compensated […]

On February 6, 2007, the Delaware Court of Chancery issued two decisions in derivative securities lawsuits that could significantly impact future options backdating and spring-loading litigation. That includes not just private suits, but SEC and criminal enforcement actions as well. The first case, Ryan v. Gifford, No. 2213-N, 2007 WL 416162 (Del. Ch. February 6, […]

Staff members from the SEC’s Office of Compliance, Inspections and Examinations (OCIE) in Washington and the Philadelphia District Office spoke recently on the topic of Investment Adviser and Investment Company Regulation at a program sponsored by the Pennsylvania Bar Institute. Their remarks, which provide a template for regulatory priorities in the investment management field, are […]

Every compliance officer is charged with a single, but at times, daunting task: to keep his or her firm out of trouble. Millions of dollars are spent each year by securities firms to achieve this goal in the form of staff salaries, training and testing. Millions more are spent each year — largely in the […]

Every compliance officer is charged with a single, but at times, daunting task: to keep his or her firm out of trouble. Millions of dollars are spent each year by securities firms to achieve this goal in the form of staff salaries, training and testing. Millions more are spent each year — largely in the […]

I. Sources of Authority — Legal Bases for Policies & Procedures Pursuant to Section 203(e) of the Investment Advisers Act of 1940, the SEC may sanction anyone who ” has failed reasonably to supervise, with a view to preventing violations of the provisions of such statutes, rules and regulations, another person who commits such a […]

Every compliance officer is charged with a single, but at times, daunting task: to keep his or her firm out of trouble. Millions of dollars are spent each year by securities firms to achieve this goal in the form of staff salaries, training and testing. Millions more are spent each year — largely in the […]

Spring 2011 In this Issue Wiggin and Dana expands Philadelphia officeCT Privacy Forum – September 15, 2011Lead Article – Insurance Coverage for the Computer AgeFrom the CourtsFrom the Regulators Wiggin and Dana Expands Philadelphia Office and Adds Investment Management and Broker-Dealer Regulation Practice Group: Richard Levan Joins Firm’s Philadelphia Office Wiggin and Dana LLP is […]

Special Patent Reform Edition Last week, the US Senate passed the Leahy-Smith America Invents Act (H.R. 1249), legislation that marks the biggest change to U.S. patent law since at least 1952. The measure now heads to the White House for President Obama’s signature, and he is expected to sign it September 16, 2011. Once signed […]