Publications
The Connecticut Appellate Court recently issued an important decision regarding the limits of franchisor vicarious liability. In L and V Contractors, LLC v. Heritage Warranty Insurance Risk Retention Group, Inc., et al., AC 33099, 2012 Conn. App. LEXIS 328 (Conn. App. Ct. July 10, 2012), the Appellate Court overturned a judgment against AAMCO Transmissions, Inc., […]
After the SEC’s attempt to broaden shareholder access to company proxy statements was unceremoniously ended last July by a federal appellate court ruling, investors have taken the initiative to address shareholder rights on a company-by-company basis. On June 5, 2012, Nabors Industries Ltd., an oil and gas drilling company, became the first U.S. public company […]
As corporate boards continue to struggle with issues surrounding executive compensation, new rules will mean new challenges. The Securities and Exchange Commission (“SEC”) recently adopted rules requiring national securities exchanges to adopt listing standards on compensation committee and adviser independence, and enhancing disclosure requirements regarding the role of consultants in determining compensation. New Dodd-Frank Rules: […]
A recent decision in NIACCF, Inc. v. Cold Stone Creamery, Inc., Case No. 12-20756-Civ-SCOLA, 2012 WL 1852941, 2012 U.S. Dist. LEXIS 70256 (S.D. Fla. May 21, 2012) granted Cold Stone Creamery, Inc.’s (“Cold Stone”) motion to stay pending arbitration a lawsuit filed by the National Independent Association of Cold Stone Creamery Franchisees, Inc. (“NIACCF”), an […]
Effective June 7, 2012, Washington became the latest state to formally amend its franchise law to conform to the FTC Rule disclosure period of 14 calendar days before signing a binding agreement with, or making a payment to, the franchisor or an affiliate, with no earlier first personal meeting disclosure trigger. Maryland, Oklahoma (a business […]
On April 25, 2012, the U.S. Equal Employment Opportunity Commission (“EEOC”) issued Enforcement Guidance counseling employers regarding the Title VII implications of utilizing arrest and conviction records as a factor in making employment decisions. The full text of the Guidance can be found at the following link: EEOC Enforcement Guidance. I. Disparate Treatment Discrimination Title […]
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 […]