Publications
Effective February 1, 2001, the HSR Act will be revised in important respects. On December 21, 2000, the President signed into law the first significant changes in the Hart-Scott-Rodino Act, 15 U.S.C. § 18a, since its enactment in 1976. The Act requires parties intending to merge or make acquisitions of voting securities or assets […]
Reprinted with permission from Intellectual Property Today November 1997. Abstract Recently there have been a number of changes in the law and regulations governing corrections of inventorship. The Federal Circuit, in two recent cases, has issued rulings regarding diligence, deceptive intent, and declaratory judgments to resolve inventorship. In response to these rulings, the Patent Office […]
On June 17, 1994, a negotiated settlement was reached in United States and State of Florida v. Morton Plant Health System, Inc. and Trustees of Mease Hospital, Inc., Civil No. 94-748-CIV-T-23E (M.D. Fla.), an antitrust action brought by the Antitrust Division of the United States Department of Justice and the Office of the Attorney General […]
On September 27, 1994, the United States Department of Justice and the Federal Trade Commission (the “Agencies”) jointly issued “Statements of Enforcement Policy and Analytical Principles Relating to Health Care and Antitrust.” The statements supersede the September 15, 1993 “Statements of Antitrust Enforcement Policy in the Health Care Area”, and expand those six statements to […]
New SEC Proposals On December 15, 1999 the SEC proposed Regulation FD and Rules 10b5-1 and 10b5-2 for adoption under the Securities Exchange Act of 1934 (the “Exchange Act”). What is Regulation FD? How Can I Fix a Selective Disclosure Problem? What Can I do to Prevent Selective Disclosure? Proposed Regulation FD (the “FD” stands […]
TAP Pharmaceutical Products Inc.’s $875 Million Settlement As we noted in our October 16, 2001, Client Alert, TAP Pharmaceutical Products Inc. (“TAP”), a major pharmaceutical manufacturer that is a joint venture between Abbott Laboratories (“Abbott”) and Takeda Chemical Industries, Ltd. (“Takeda”), agreed on October 3, 2001 to pay $875 million to settle criminal charges and […]
n October 3, the U.S. Equal Employment Opportunity Commission (EEOC) issued new guidance on the application of certain anti-discrimination laws to health and life insurance benefits, long-term and short-term disability benefits, severance benefits, pensions and other retirement benefits and early retirement incentives offered by employers. This guidance was issued as part of the EEOC’s Compliance […]
This report to our clients summarizes the principal changes in the recently enacted Internal Revenue Service Restructuring and Reform Act of 1998. Significant changes were made in the areas of IRS administration and procedures. The new law provides sweeping changes in the way the IRS will operate and enacts many new provisions that will affect […]
September 2002 To Our Clients and Friends: Over the past few months we have been receiving an increasing number of questions about the applicability of the federal Intermediate Sanctions to the directors and officers of tax-exempt organizations when they are approving compensation arrangements. We thought it would help our clients and friends who have an […]
A little more than a year ago, many of us were frantically copying Privacy Notices, completing HIPAA training and tweaking our privacy policies. While some commentators predicted mass chaos after April 14, 2003 as a result of the HIPAA privacy requirements, the intervening year has been manageable, thanks to the diligent efforts of the health […]
The day after five of its former chairmen testified to the Senate Banking Committee urging new accounting rules to prevent future corporate disasters such as the one that bankrupted Enron, the Securities and Exchange Commission announced proposed changes in corporate disclosure rules as “the first in a series of steps designed to improve the financial […]
On June 9, 2008, the United Supreme Court released a unanimous decision in Allison Engine Co., Inc. v. United States ex rel Sanders, 553 U.S. __ (2008), limiting the scope of the False Claims Act. The False Claims Act (FCA) was originally enacted in the Civil War era to facilitate prosecution of profiteers defrauding the […]
The Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) is often misunderstood by landlords and tenants in a lease transaction, and consequently is frequently disregarded. The failure to obtain a SNDA for the benefit of a tenant may result in an unanticipated early termination of a lease. In the face of current economic uncertainty, it is helpful […]
The Worker, Retiree, and Employer Recovery Act of 2009 suspended required minimum distributions (RMDs) from defined contribution accounts for 2009. This Client Alert will highlight some factors you may want to consider if you are currently subject to the RMD requirements. Background. Generally, RMDs must be taken from IRAs and certain qualified retirement plans after […]
On July 30th 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002. The Act is a response to recent accounting issues that have arisen at large public companies and the subsequent calls for legislation to prevent the recurrence of these types of issues. The Act seeks to promote corporate responsibility by, among other […]
On January 20, 2003, Deputy Attorney General Larry Thompson issued revised guidelines for the federal prosecution of business entities. The changes to the guidelines extend the Department of Justice’s effort to “deputize” corporate counsel as adjuncts to the government. As one Assistant United States Attorney recently said at a securities fraud seminar, “It’s better for […]
Effective Immediately CEO/CFO certification of periodic reports under criminal provision. Prohibition on personal loans to any director or executive officer. Whistleblower protection. Stiffer penalties for the violation of any securities laws. Forfeiture of bonuses and stock profits by CEOs and CFOs in the event of a restatement. New criminal securities fraud statute created. Expanded criminal […]
The United States Patent & Trademark Office (USPTO) released a report on June 3, 2002 entitled “The 21st Century Strategic Plan.” The 388-page Plan outlines the USPTO’s major goals and initiatives for the next five to ten years. The full text is available on the USPTO’s web site. This Advisory summarizes the key points of […]
On June 17, 2003, we issued an alert outlining developments in the litigation between International Business Machines Corporation (“IBM”) and Caldera International, Inc., a company that also does business through the entity The SCO Group, Inc. (“SCO”). On July 23, 2003 we followed up summarizing the offer of so-called remedial measures made by SCO to […]
In 2006 the National Conference of Commissioners on Uniform State Laws approved the Uniform Prudent Management of Institutional Funds Act (“UPMIFA”) and recommended that it be adopted in all states. UPMIFA has now been proposed for consideration in the current session of the Connecticut General Assembly. If enacted into law, UPMIFA will replace the Connecticut […]
As educational institutions begin deciding whom to admit this year, they should not overlook the two United States Supreme Court (“Supreme Court”) decisions involving the University of Michigan’s (“Michigan”) law school and undergraduate admissions policies, Grutter v. Bollinger and Gratz v. Bollinger. Three essential points emerge from these decisions.
The new Medicare Prescription Drug, Improvement and Modernization Act (MMA), signed by President Bush on December 8, 2003, has been described as the most significant restructuring of the Medicare program since Medicare’s enactment in 1965. Although attention has focused on the prescription drug benefit authorized by this law (the new “Part D” of Medicare), other […]
The following paper was originally presented on April 28th, 1998 at the FOURTEENTH ANNUAL JOINT PATENT SEMINAR hosted by the New Jersey Intellectual Property Association. "Oh! The old swimmin'-hole! When I last saw the place The scene was all changed , like the change in my face."James Whitcomb Riley (1849-1916) I. ABSTRACT The Patent Office […]
This paper was originally presented on April 17, 1996 at the TWELFTH ANNUAL JOING PATENT SEMIAR hosted by the Connecticut Patent Law Association. “It ain’t over till it’s over.” Yogi Berra, American League M.V.P. Awardin 1954 and 1955 playing for the N.Y. Yankees Baseball Team. “It ain’t over even after it’s over!” Robert E. Rich, […]
On Wednesday, March 21, 2001, the United States Supreme Court issued a significant ruling in Circuit City Stores, Inc. v. Adams that greatly expands the ability of employers to keep employment-related disputes out of court and direct them to arbitration. The Case Mr. Adams brought suit against Circuit City alleging that he had been harassed […]
[Reprinted with permission from The Law Works Volume 2, No. 12 (December, 1995) p. 6.] BACKGROUND DISCUSSION The Antitrust Guidelines for Intellectual Property (hereinafter “IP”) Licensing (hereinafter “the Guidelines”), issued jointly by the Justice Department and the FTC (hereinafter collectively referred to as “the Agencies”) on April 6, 1995, will undoubtedly have a significant impact […]
Much attention has focused recently on proposed federal regulations under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) containing, among other things, standards for security and privacy of patient-identifiable health information. By the end of this year, we expect to be fully launched into implementing the final HIPAA regulations. These requirements, together with […]
In recent years, corporations have been concerned, justifiably, about an advisory opinion issued by the Federal Trade Commission in April 1999. That opinion interpreted the federal Fair Credit Reporting Act (the “FCRA”) to cover internal investigations of employee misconduct when those investigations were conducted by experienced outside law firms. Under this interpretation, employers would be […]
Introduction In the sale of a business, the difference between headline purchase price and net payment to the equityholders can be significant. Seller may have negotiated an attractive multiple to determine enterprise value, but there is often more to calculating the net payment than applying ownership percentages to that enterprise value. The deal may call […]
You're an entrepreneur looking to fund a new company. How should you finance your venture? In this article, we review the most common types of securities used in financing emerging companies, and highlight key issues worth considering for each. Equity One common option for funding a new venture is to issue equity. In other words, […]