Publications
Where one company acquires another, either by purchase or in a tax-free reorganization, the acquiring company must generally treat the excess of the acquisition price over the value of the target’s tangible assets as “goodwill” on its financial statements. Such goodwill is amortized on the company’s books for as long as 40 years, with a […]
If an employer violates discrimination statutes when discharging an employee, can the employee be barred from relief if after the discharge the employer discovers evidence of wrongdoing that would have led to termination on lawful, legitimate grounds? This question recently was addressed by the United States Supreme Court. In the case McKennon v. Nashville Banner, […]
In August 1996, a Connecticut superior court issued a decision that added the product line exception to the general rule that a purchaser of a business that acquires all or substantially all of the assets of the seller does not become liable for the seller’s liabilities unless the purchaser specifically assumes the liabilities. In Sullivan […]
It has been evident for some time now that the existence of an internal corporate compliance program is valuable to any company that might face criminal investigation by the federal government. A recent decision by the Delaware Chancery Court underscores the importance of such programs and reveals that they may be equally useful in defending […]
Rule 144 Holding Periods Reduced by One Year In February 1997 the Securities and Exchange Commission approved shortening the holding period for restricted securities pursuant to Rule 144 from two years to one and the holding period under Rule 144(k) from three years to two. This development, which becomes effective on April 29, 1997, will […]
Since the passage of the Family and Medical Leave Act (FMLA), employers have rightly been confused about the relationship between the FMLA and COBRA continuation rights. COBRA notice, required by law in the case of a “qualifying event,” is intended to apprise employees of their right to continue participation in an employer’s group health plan, […]
The Compensation Review Board recently held that it is permissible for an injured worker to be treated concurrently by his or her regular physician and a specialist. In Bestiko v. McDonald’s Restaurant and Kemper, the injured claimant sought treatment for his back injury from his general practitioner, Dr. Hofbauer. Dr. Hofbauer immediately referred the claimant […]
If an employee bas been out of work with a workers’ compensation injury for five months, returns to work for less than a month and then requests twelve weeks of family and medical leave to care for a sick parent, how should the employer respond? Possible Response One: Yes. An employer might assume that the […]
Any employer that has ever tried to settle an employment discrimination claim has struggled to determine whether payroll taxes need to be withheld, sometimes holding out a “no-tax” treatment as leverage to get an employee to accept a lower fee settlement figure. Until about one year ago, this could be a risky proposition because employment […]
Effective January 1, 1995, employers must file with the Department of Labor the name, address, and social security numbers of all newly-hired employees.
The Commission announced the adoption of significant changes to its rules regarding Section 16 of the Securities Exchange Act of 1934. The revised rules, which are effective August 15, 1996, are designed to reflect a new, simplified approach to transactions between an issuer and its directors and officers. The new rules implement the Commission’s position […]
The new Section 16 rules announced by the Commission also affect the reporting system pursuant to which officers and directors file Forms 3, 4 and 5 with the SEC and applicable stock exchange. Although the Commission chose not to do away with Form 5, there were several noteworthy changes made in the interest of simplification […]
On May 30, 1996 the Securities and Exchange Commission issued a release pursuant to which it eliminated 49 rules and forms that its Task Force on Disclosure Simplification determined were duplicative or unnecessary. The Task Force was organized in August 1995 to consider ways to streamline filing and reporting requirements where consistent with the SEC’s […]
Congress recently enacted into law the Private Securities Litigation Reform Act (the “Act”). These provisions can be found in subsection 27A of section 102 of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. The Act’s main purpose is to reduce what many in Congress felt was the large […]
The repeal of the Connecticut succession tax, begun in 1997, continues apace. If you are a Connecticut resident, all transfers by your estate to a surviving spouse or a charity are free of the succession tax. If you survive until January 1, 2001, you can also pass your entire estate to your children and grandchildren […]
The Securities and Exchange Commission has issued several recent releases and Congress is considering legislation that would, if enacted, significantly change securities regulations. These proposed changes, which in the case of SEC proposals are subject to public comment and further internal review, and in the case of proposed legislation, to final approval by Congress, may […]
The United States Supreme Court has indicated that good human resources practices may help employers defend against legal claims brought by their employees. Wiggin & Dana offers a complete line of consulting services to help our clients evaluate and improve the way they handle the broad range of human resources issues that arise in their […]
On June 22nd the United States Supreme Court issued four decisions of great interest to employers. Three of the decisions addressed the question of whether an individual is disabled within the meaning of the Americans with Disabilities Act when mitigating measures, such as medication and eye glasses, allow the individual to function normally. Sutton v. […]
The Federal Trade Commission (“FTC”) has recently published an interpretation of the Fair Credit Report Act (the “Act”) that may impact the ability of employers to investigate employee misconduct. Until now, the requirements of the Act appeared to be limited in scope and generally of concern only when employers engaged someone to do such things […]
To improve the efficiency and effectiveness of the health care system, Congress enacted the Health Insurance Portability and Accountability Act (HIPAA) of 1996, which included a series of “administrative simplification” provisions that required the Department of Health and Human Services (HHS) to adopt national standards for electronic health care transactions. All covered entities must be […]
The primary goal in estate planning for many clients is minimizing taxes. Clients with this in mind may hesitate to begin planning their estates given the uncertainty that currently surrounds the future of the federal estate tax. Other clients may feel that they do not need to worry about estate planning because their estates might […]
On August 21, 2007, the United States Patent and Trademark Office (USPTO) published new rules that, effective November 1, 2007, will have a significant impact on patent application preparation and prosecution. Two of the most notable aspects of the proposed rule changes apply limits on (a) the number of claims that will be examined in […]
Guidance on Compliance with HIPAA Transactions and Code Sets after the October 16, 2003 Implementation Deadline
The United States Supreme Court recently held that plaintiffs pursuing a “mixed motive” theory of discrimination need not present direct evidence of discrimination, but may prevail even if their claims are proven exclusively with circumstantial evidence. In Desert Palace, Inc. v. Costa, No. 02-679, the plaintiff, Catherina Costa, was employed by a casino as a […]
In Mack v. Otis Elevator Company, 326 F.3d 116 (2d Cir. 2003), the Second Circuit refined the test for determining whether an employee is properly classified as a “supervisor” for purposes of imputing liability to the employer in sexual harassment cases alleging a hostile work environment. The Faragher-Ellerth DefenseBy way of background, the United States […]
Federal privacy regulations issued in 2000 under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) require sweeping changes in the way the health care system manages health information. Health care providers, health care clearinghouses and health plans (known as “covered entities”) are directly governed by these requirements, and the government regulators who wrote […]
This final rule adopts standards for the security of electronic protected health information to be implemented by health plans, health care clearinghouses, and certain health care providers.
President-elect Barack Obama has recently articulated an aggressive strategy for promoting energy efficiency and addressing climate change. Significant goals of this strategy include the reduction of climate-altering carbon dioxide emissions by 80 by 2050 and investing $150 billion in new energy-saving technologies over the next ten years.[1] This hard-hitting proposal received a boost from Congress […]
I came across an interesting decision by a California appellate court today (F. Hoffman-La Roche v. The Superior Court of Santa Clara County). The underlying case arose from a tragic situation in which a 14-year old boy who had been taking the acne medication Accutane for six months committed suicide by throwing himself in front […]
In late November, opponents of the proposed federal rules that would change overtime pay provisions abandoned their attempts to block the rules from going forward. The proposed changes had faced strong opposition from labor unions and had divided Democrats and Republicans along party lines. It is now likely that the revisions will go into effect […]