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Privacy Tip #70 – Renters: Check out This Scam Thwarted by the FTC

I know a lot of people who have looked for and been successful in finding an apartment and/or a roommate on Craigslist. If you are looking for an apartment on Craigslist right now—listen up…more

Why a ‘Grantor Trust’ is a good addition to every estate plan

The Internal Revenue Code is a long, complicated law with many subtitles, chapters, parts and sections. Although we are all aware of income taxes, few care that they are depicted by Subtitle A of the Code. Many are equally aware of…more

Railroads May Benefit if Trump Keeps Promise to Energize Coal Industry

Most U.S. railroad industry stock rose in the immediate aftermath of Donald Trump's election as president. Optimism surrounding railroad stock may be driven in part by the prospect of a resurgence of the coal industry, since one of…more

Avoiding COBRA’s Bite: Measures to Counter COBRA Class Actions

With the filing of a class action complaint in late 2016 in the U.S. District Court for the Southern District of Florida, Wal-Mart Stores, Inc. became the latest large company accused of failing to provide adequate notices as required…more

State Insurance Regulatory Actions Serve as Warning

Recent regulatory actions against Zenefits, a cloud-based software company, demonstrate the importance for companies to be properly licensed where they are conducting business. Zenefits has reached regulatory settlements with at least…more

Base erosion and profit shifting - new regulations

International tax issues have never been more prevalent than in today's integrated economic environment and international markets. As the world becomes increasingly globalised and cross-border activities become the norm, the current…more

SEC Staff Announces 2017 OCIE Examination Priorities

On January 12, 2017, the staff of the Office of Compliance Inspections and Examinations (OCIE) of the Securities and Exchange Commission (SEC) released its annual announcement on examination priorities in the coming calendar year. The…more

Responding to the Dreaded Software Audit

Dealing with software audits is usually not a pleasant experience. Audits are time-consuming, stressful and potentially damaging to your bottom line. Robert J. Scott, Managing Partner, technology law firm, Scott & Scott, LLP…more

Perspectives for the Professions - January 2017: Case Summary: Test for Interim Conditions

Scott v. College of Massage Therapists of BC, 2016 BCCA 180, allowing an appeal of the lower Court’s decision to quash an interim condition on practice. A massage therapist was the subject of a complaint that he had sexually…more

OSHA Penalties Go Up…Yes, Again

In August 2016 we reported on the substantial increases to OSHA fines for violations of safety and health regulations as part of the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015. (Sec. 701 of Public Law…more

News from AGG's Retail industry Team - Winter Edition

How much is that Facebook page worth to your Business? At first glance, this question may seem relatively unimportant in the context of an M&A transaction. It rings true that social media accounts usually receive little attention…more

Supreme Court Will Judge Biosimilar Patent Dance

The U.S. Supreme Court has agreed to review some of the patent dispute resolution provisions of the Biologics Price Competition and Innovation Act (BPCIA). The Court granted certiorari in the dispute between Amgen and Sandoz, where the…more

FTC and DOJ Update Antitrust Guidelines for the Licensing of Intellectual Property

On January 13, 2017, the Federal Trade Commission and the Antitrust Division of the US Department of Justice issued updated Antitrust Guidelines for the Licensing of Intellectual Property (the Guidelines). The revised Guidelines follow…more

Update #1: ACA Reporting Deadlines Extended

This alert concerns the extension of the deadline for distributing and filing Forms 1094 and 1095. If you were not already aware, the IRS announced in Notice 2016-70 that the deadline for employers to distribute ACA information…more

Trade Watch – Understanding U.S. Trade Policy in the New Trump Administration

Baker Donelson's Trade and Compliance attorneys are pleased to introduce a quarterly series of client alerts that address how trade and compliance matters in the new administration could affect your business, as well as how you can…more

[Video]Everything Compliance-Episode 5, year-end wrap up Part II

We turn to the 2016 year in review, in this Part II of a two-part series. Jonathan Armstrong leads a discussion on Privacy Shield, information and data privacy issues the past year. Mike Volkov relates what he saw as the top…more

Management Contracts Safe Harbors Revisited – IRS Releases Updated Guidance (Again)

Demonstrating the “user-friendly” side of the IRS, on January 17, 2017, the IRS released Revenue Procedure 2017-13 (“Rev. Proc. 2017-13”) (available here) to address many (but not all) of the comments received on the rather short-lived…more

Inherent Anticipation for Biotechnology Inventions

Anticipation by inherent disclosure requires that a single prior art reference necessarily includes the unstated limitation. The unpredictable nature of biological processes means that winning summary judgment of invalidity based on…more

2017 Creditor Protection Update: Protecting Your Assets with a "DAPT"

On December 5, 2016, Michigan joined Alaska, Delaware, Nevada, Utah and South Dakota as one of the 17 states that permit the use of irrevocable self-settled asset protection trusts for purposes of creditor protection planning…more

Nip/Tuck Leave: When Employees Take Leave for Elective Procedures

Seyfarth Synopsis: Employers are usually mindful of the many laws governing employee medical leaves and how they interact. But what about accommodation for non-medically necessary leaves? This post discusses the basics of employee…more

Facebook Defeats New Jersey TCCWNA Claim Based on its California Choice-of-Law Provision

Facebook, Inc. recently dodged a putative class action alleging that it violated New Jersey’s Truth-in-Consumer Contract, Warranty, and Notice Act (“TCCWNA”) when a California federal court dismissed a New Jersey resident’s class…more

Annual Reporting Requirements for Incentive Stock Options and Employee Stock Purchase Plans

Annual Information Statements and IRS Returns - Requirement to Report - For (1) any exercise of an incentive stock option ("ISO") during 2016 or (2) transfer during 2016 of a share previously purchased pursuant to a…more

When It Comes to Documentation, Smart Companies Behave Like Every Day Is Audit Day

Audits are part of nearly every ethics and compliance program. They come from the Internal Audit Department, outside auditors testing control systems and processes, and in some cases, government regulators evaluating the effectiveness…more

VW's $4.3BN Plea to Obstruction for Botched Litigation Hold

One of three counts in Volkswagen’s recent $4.3 billion guilty-plea was for obstruction of justice arising from a litigation-hold botched by house counsel. As VW prepared to admit the defeat-device problems to US regulators, VW…more

USCIS Finalizes International Entrepreneur Rule

On January 17, 2017, the U.S. Citizenship and Immigration Services (USCIS) finalized the International Entrepreneur Rule. This rule was proposed last summer by the Obama Administration, after Congress failed to pass any meaningful…more

2016 Half-year in review: M&A legal developments

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on their…more

Obama Administration Issues a Fintech Policy Whitepaper

On January 13, 2017, the National Economic Council published a whitepaper that articulates the Obama Administration’s perspective on and vision for FinTech. The whitepaper builds upon the June 2016 White House FinTech Summit, where…more

SEC’s Office of Compliance Inspections and Examinations Sets Top Examination Priorities for 2017

Action Item: On January 12, 2017, SEC’s Office of Compliance Inspections and Examinations (“OCIE”) revealed where it plans to focus its attention throughout this year. By broadening its scope, OCIE will address a wide array of issues…more

State Aid: What we now know

This week, the UK Prime Minister, Theresa May, set out the UK Government's long-awaited position on what the UK out of the EU should look like. The announcement of what is generally thought of as a "hard Brexit" negotiating position…more

Federal Court in Hawaii Holds that an Unlicensed Subcontractor May Pursue Contract Claims Against Contractor Notwithstanding Statute Precluding Unlicensed Contractors from Recovering in a Civil Action

U.S. Pipelining LLC v. Johnson Controls, Inc., No. 16-00132 HG-RLP, 2016 U.S. Dist. LEXIS 150767 (D. Haw. Oct. 31, 2016) - This action arose out of the renovation of a condominium complex on Maui (Project). Johnson Controls, Inc…more

EPA Proposes Procedures to Prioritize Chemicals for Risk Evaluation under TSCA

The U.S. Environmental Protection Agency (EPA) proposed on January 17, 2017, procedures to establish the risk-based screening process and criteria that EPA will use to identify chemical substances under the Toxic Substances Control Act…more

A Reprieve from Proposed Regulations Related to Valuation of Family Businesses?

In December, we posted a blog discussing a much anticipated hearing held on the Treasury Department’s issuance of proposed regulations under Section 2704 of the Internal Revenue Code (sometimes referred to as the 2704 proposed…more

Justice Department and Federal Trade Commission Announce Updated International Antitrust Guidelines

Twenty years later, the revised “Antitrust Guidelines for International Enforcement and Cooperation” reflect a more globalized view of commerce and antitrust concepts among U.S. enforcement agencies. Clients with multinational…more

On-Call Rest Breaks Violate California Law

On Dec. 22, 2016, the California Supreme Court ruled in Augustus, et al. v. ABM Security Services, Inc. that an employer’s policy requiring employees to remain “on call” during paid rest breaks violated state law. This decision has…more

Real Property & Title Insurance Update: Week Ending January 13, 2017

REAL PROPERTY UPDATE - Foreclosure: where a valid mortgage properly encumbers the subject property, an incorrect deed and a reformation of deed count are not fatal to a foreclosure action - Heartwood 2, LLC v. Dori, Case No…more

Carriers Advocate for Data-Driven Regulations

Freight carriers of all modes ­– rail, truck, water, air and pipeline – are all in the business of moving cargo for compensation and thus share many similar goals. Furthermore, cargo is often moved in multiple modes in its journey from…more

Supreme Court to Hear Class Action Cases Involving Class Action Waivers and Tolling of Statutes of Limitations

The U.S. Supreme Court recently granted certiorari in class action cases involving: (1) class action waivers in employment contracts; and (2) whether filing of a securities class action tolled a statute of repose. In both cases the…more

President Obama’s labor and employment legacy

Notwithstanding what might happen over the next four (or eight) years, there is no question that President Barak Obama has left his mark on labor and employment law in some very important ways. Even if President-Elect Trump’s…more

Rolls-Royce enters into £497 million DPA with SFO

On January 17, 2017, Rolls-Royce entered into a deferred prosecution agreement ("DPA") with the UK's Serious Fraud Office (the "SFO"), under which the company will pay £497 million plus interest to the SFO in relation to alleged…more

When Employees Leave With Your Secrets

Recently I shared the podium with an FBI agent who was asked what frustrated him the most when trying to help businesses with trade secret theft. His answer was a surprise: they fire the guy too fast! He explained that when you…more

The US and EU finalize a Covered Agreement on insurance and reinsurance regulation

On January 13, 2017, the US Treasury reported to Congress that Treasury and the US Trade Representative (USTR) had successfully concluded negotiations with the EU on a Covered Agreement (the Agreement) that would presumably open the…more

U.S. Department of Education Issues Final Regulations Regarding Teacher Preparation Programs

On October 31, 2016, the U.S. Department of Education (ED) published final regulations regarding teacher preparation programs, implementing the accountability provisions of Title II of the Higher Education Act (HEA) and amending…more

I Deliver Some Round Observations About California’s Rounding Rule

Yesterday’s post concerned various actions that a California corporation may pursue in lieu of issuing fractional shares. I left for today the subject of rounding. Section 407 of the Corporations Code expressly permits rounding to…more

New York Governor Signs Executive Orders To Address Wage Gap

On January 9, 2017, New York Governor Andrew Cuomo issued two executive orders aimed at addressing the perceived gender, race, and ethnicity-based wage gaps. Noting that the state government must lead by example and ensure equal pay…more

Unfair prejudice and wrongful dismissal: combining claims

The High Court has considered whether it is possible to bring a claim for wrongful dismissal within a petition for unfair prejudice under section 994 of the Companies Act 2006…more

Blog: SEC Charges Company With Violations Of The Rules Related To Non-GAAP Financial Measures

The Corp Fin staff have been dropping hints for quite a while about potential enforcement actions in connection with abuses of non-GAAP financial measures, and now one has finally materialized. In an Order released today, the SEC…more

Erecting a Legal Defense Through Social Media

I hope you had a very happy holiday season and New Year. Both seem to be distant memories at this point. Many of the upcoming posts in 2017 will undoubtedly address, and be impacted by, the nature of the new Trump administration and…more

CDC Issues Final Quarantine Rule to Strengthen Control of Communicable Diseases

The Centers for Disease Control and Prevention (CDC) has issued a final rule to strengthen the federal government’s ability to prevent the introduction, transmission, and spread of communicable diseases into the United States and…more

Iowa Drug Pricing Disclosure Law Bites the Dust

In 2014 Iowa enacted a statute requiring pharmacy benefit managers (PBMs) to disclose pricing methodologies to their network pharmacies and to the State Insurance Commissioner. Is the statute “a patchwork of costly mandates on…more

Buy-to-Let Investors Turn to Commercial Property

Buy-to-let investors are increasingly turning away from residential properties, with some reports stating that the number of those jumping ship to the commercial sector has recently tripled. This shift has been spurred by two…more

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