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US Federal Reserve Board Will Not Object to Resubmitted Capital Plan from Morgan Stanley

The US Federal Reserve Board announced that it will not object to a resubmitted capital plan from Morgan Stanley given the progress made by the firm in addressing deficiencies identified by the Federal Reserve Board in last year's…more

Improper Purpose Frustrates Member’s Assertion Of A Proper Purpose

The inspection rights of members of California nonprofit mutual benefit corporations mirror those of shareholders of California corporations. Section 8333 of the Corporations Code provides that the accounting books and records and…more

Weekly Update Newsletter - March 2017 #4

SMALL BUSINESS ADMINISTRATION - Small Business Investment Companies: Passive Business Expansion and Technical Clarifications - The delayed effective date for SBA’s final rule on Passive Business Expansion and Technical…more

Chris Lazarini Comments on Covenant of Good Faith and Fair Dealing

Bass, Berry & Sims attorney Chris Lazarini commented on a case in which the plaintiff claimed Merrill Lynch acted improperly in selling shares held as collateral for a loan when plaintiff had not defaulted on the loan. The court denied…more

Corporate and Financial Weekly Digest - Volume XII, Issue 11

SEC Adopts Amendment to Shorten Settlement Cycle for Securities Transactions - On March 22, the Securities and Exchange Commission adopted an amendment to Rule 15c6-1(a) that shortens the standard settlement cycle for most…more

Supreme Court Finds Cheerleading Uniform Designs Copyrightable

On March 22, 2017, the Supreme Court held in Star Athletica, LLC v. Varsity Brands, Inc. that designs on cheerleading uniforms may be protectable under the Copyright Act. The Court's 6-2 decision, clarifying the protectability of…more

Through Rain, Sleet, or Snow: The USPS Delivers a Helpful Example of Well-Executed Employment-Related Internal Investigations

Remember when the U.S. Postal Service (USPS) conjured up images of disgruntled employees engaging in workplace violence? Those days of incidents, often sparked by employee discontent over unresolved labor grievances and…more

SEC Adopts T+2 Settlement Cycle and Hyperlink Requirement for Exhibits

The SEC recently adopted rule amendments to: - shorten the standard settlement cycle for most broker-dealer securities transactions to two business days following the trade date, or T+2; and - require registrants to…more

CSLB Releases New Forms and Announces New Fees!

The California Contractors State License Board (CSLB”) has issued new application forms. Effective May 1, 2017, the CSLB will only accept forms with a revision date of October 2017 (Pro tip: see bottom of form to verify it indicates a…more

Revisions to Companies Act (Cap.50) of Singapore - New requirements with effect from 31 March 2017

Service providers who used to face grouses or challenges when asked for details on companies’ shareholders and ultimate beneficial owners would now have an easily understandable and frequently-quoted legislation to point to when asking…more

What Does Snapchat Need to be Identified?

My daughter captured this striking photo on a recent trip to Times Square in New York City..…more

The ACA Survives…Again

We feel like a broken record, because we’ve said it before: the Affordable Care Act is still here. We said the same thing after each of two Supreme Court challenges to central portions of the law, both of which (in 2012 and 2015) fell…more

US Federal Banking Agencies Seek Comment on FFIEC 101

The US Office of the Comptroller of the Currency, the Federal Reserve Board and the FDIC issued a proposal to remove two items from Schedule B of form FFIEC 101, the report entitled Risk-Based Capital Reporting for Institutions Subject…more

Just the Facts

“Just the facts, ma’am.” This was the admonition of Detective Sergeant Joe Friday from the iconic ‘60s TV series Dragnet, when interviewing a witness who would rather offer conjecture or opinion than an objective description of…more

SEC Adopts T+2 Settlement Cycle for Securities Transactions

On March 22, 2017, the Securities and Exchange Commission (SEC) adopted an amendment to Rule 15c6-1(a) under the Securities Exchange Act of 1934 (“Exchange Act”) to shorten the standard settlement cycle for most broker-dealer…more

In Case You Missed It: Launch Links - March, 2017 #2

Some interesting links we found across the web this week: QuickLaunch University Webinar: Determining the Right Type of Entity - Substance and form both matter when choosing the right entity for your startup…more

Trump’s Budget Proposal: Increased Spending for Health Care Fraud Enforcement

Last week, President Donald J. Trump released his first proposed budget. Amidst headline making cuts to agencies such as the Environmental Protection Agency, the State Department and the Department of Agriculture and spending increases…more

“Singular” Cases on Nondischarge and Dischargeability

Two recent cases analyzed the misrepresentations of a debtor regarding a single asset and held a written misrepresented value of a single scheduled estate asset would result in nondischargeability under Section 727, and that a verbal…more

Emerging technologies and the electric grid

A task force examining the deployment of emerging technologies across the North American electric grid has identified three imperatives necessary to ensure the continued reliability and efficiency of the bulk electricity system…more

Pennsylvania officially launches its PA ABLE Savings Program on April 3, 2017.

Pennsylvania officially launches its PA ABLE Savings Program on April 3, 2017. A PA ABLE account gives individuals with qualified disabilities (Eligible Individuals), and their families and friends, a tax-free way to save for…more

Have You Noticed the Increase in Food Recalls?

Almost every day, the FDA announces a new recall or safety alert for a potentially dangerous food. Earlier this month, Trader Joe’s recalled some SKUs of apple sauce due to complaints that they may contain small pieces of glass, and…more

Your Daily Dose of Financial News

News emerged in past weeks that North Korean hackers were likely behind the theft of $81 million from the central bank of Bangladesh. You can add to that an attack on more than 20 Polish banks and an attempt at other financial…more

FRANCHISOR 101: Ostensible Agency Victory

A California federal judge dealt a major blow to employees of a Bay Area McDonald's in their effort to hold the franchisor responsible for its franchisee's alleged failure to pay wages and provide meal and rest breaks. The ruling shut…more

House Bill 89: Does It Grant or Just Tweak The Power to Abolish a Public Housing Authority?

Since 1969, Chapter 157 of the North Carolina General Statutes (the "Housing Authority Law") has allowed municipalities and counties to create and abolish Public Housing Authorities. Over the years, the General Assembly has made…more

Be accountable to your clients

People don’t like to be accountable for the most part. It’s just human nature to blame someone else. Heck, I used to do it at work and I still do it at home…more

Employment Status Checker

HMRC has published an employment status checker so that employers can check whether the IR35 legislation on intermediaries and ‘disguised employees’ will apply to a particular engagement. The tool determines if, on the basis of the…more

Unsuccessfully Using the Wayback Machine to Establish Status as a Printed Publication

On March 6, 2017, the PTAB issued a pair of final written decisions upholding the patentability of U.S. Patent Nos. 7,932,268 (IPR2015-01836) and 8,618,135 (IPR2015-01835), in challenges filed by the Coalition for Affordable Drugs…more

Practical Tips Regarding Oral Contracts to Make Wills

This blog post is part 2 of the series on oral contracts to make wills, and this post contains several practical tips for how a person can optimize his chances of winning a claim for breach of an oral contract to make a will…more

Play Ball! California Federal Court Reconsiders Order Denying Minor League Baseball Players’ Motion For Class Certification

The Northern District of California recently renewed hope in a minor league baseball player class action wage dispute by granting the plaintiffs class certification after they narrowed the class. The court had previously denied class…more

Neiman Marcus Settles Data Breach Class Action Case for up to $1.6M

We have followed the Neiman Marcus case from the moment the data breach was announced. After winding through the judicial system, Neiman Marcus has agreed to settle, and the plaintiffs have requested that the Judge approve the proposed…more

New Department of State Cable Implements Extreme Vetting Measures

Seyfarth Synopsis: New DOS cable instructs U.S. consular posts to identify population groups for tougher visa screening, which will likely lead to increased processing times…more

Ann Misback Appointed New Secretary of the US Federal Reserve Board

The US Federal Reserve Board announced the appointment of Ann Misback as its Secretary, effective April 2, 2017..…more

California Supreme Court Rules Public Employees Personal Email Accounts are Subject to California Public Records Act

Earlier this month, the California Supreme Court issued an important ruling regarding the California Public Records Act (“CPRA”) (Govt. Code §6250 et seq.) and held that writings of a public employee may be subject to the CPRA even if…more

Georgia Weekly Legislative Alert

House and Senate lawmakers finalized negotiations Wednesday to marry competing variations of the state's 2018 spending blueprint, a record $25 billion in state appropriations that includes pay raises for tens of thousands of state…more

[Audio]Episode 8: Minority Oppression in the LLC: Interview With Professor Douglas Moll

The combination of majority rule and lack of exit rights leaves minority members of LLCs vulnerable to oppressive conduct by the majority, yet unlike legislation in most states giving dissolution and buy-out remedies to oppressed…more

[Webinar] Pharmaceutical Life Cycle Management: Updates on Navigating the IP, FDA and Antitrust Terrain - April 5th, 12:00pm EST

There’s been a sea change in the political climate. The regulatory forecast is still uncertain, and pharmaceutical evolution continues to develop…more

[Webinar] Does Your Company's Distribution Strategy Create Legal Risk? – April 27th, 12:30pm EST

What does in-house counsel need to consider when reviewing pricing and marketing decisions in a dual-distribution system? The internet can extend the geographic reach of your product, but what issues must in-house counsel consider when…more

New Guidance on Disclosure Exceptions for Investigations and Fraud

On March 17, 2017, the Office of the Privacy Commissioner of Canada (OPC) published guidance on two new exceptions in PIPEDA permitting disclosure without consent. The guidance is very helpful to interpreting these new provisions and…more

Johnson & Johnson Advocate Says It Should Not Be Defendant in Baby Powder Case

The Personal Care Products Council wants its name off the defendants’ list in multidistrict litigation filed in U.S. District Court in New Jersey by plaintiffs suing Johnson & Johnson over the pharmaceutical giant’s baby powder…more

Vested Rights – Court of Appeals Update

Sometimes called a “case of the race,” the common law doctrine of vested rights is “one of the most troublesome areas of land use regulation.” Exeter Building Corp v Town of Newburgh, 114 AD3d 774 [2d Dept 2014]…more

New Standard for FAPE - Program Must Allow Child to Make Progress “Appropriate in Light of Child’s Circumstances”

The decades-old standard for what constitutes a free appropriate public education for students with disabilities was changed in an opinion issued this week by the U.S. Supreme Court. The Court created a new standard in Endrew F. et al…more

Tier 2 Immigration Skills Charge – another fee to pay

As part of the government plans to reduce Britain’s reliance on migrant workers, from 6 April 2017 employers may have to pay an immigration skills charge of £1,000 per employee. The skills charge will apply to a sponsor of a Tier…more

OCR Signals Continued Title IX Enforcement

The U.S. Department of Education Office for Civil Rights (OCR) has announced the resolution of two Title IX sexual violence complaints filed against a private university in Ohio. In the resolution letter and agreement, which identified…more

IRS Files Petition to Enforce Summons Issued to Virtual Currency Company

The Internal Revenue Service (IRS) obtained authorization from a California federal court last November to serve a John Doe summons on the virtual currency firm Coinbase in order to obtain customer information to determine whether…more

Federal Court Serves Up Satisfying Seconds For California Franchisors: No Ostensible Agency Liability For Franchisees’ Alleged Labor Code Violations

Seyfarth Synopsis: A federal court in California recently held that a franchisor cannot be held liable for labor code claims where it did not exercise control directly, or through an actual agency relationship with the employer, over…more

Victorian Purchaser Update: Changes to Stamp Duty and First Home Owner Grant and Introduction of New Vacant Residential Property Tax for Melbourne

The Victorian Government has announced a number of significant housing related duty and tax initiatives to be introduced later this year, including: - changes to the off-the-plan stamp duty concession - abolition of stamp duty…more

Two Second Circuit Cases, Two Applications of Campbell-Ewald, Two Different Results, Three Weeks Apart

Within roughly three weeks, the Second Circuit issued two opinions applying the Supreme Court’s Campbell-Ewald Co. v. Gomez decision to class action cases involving Rule 68 offers of judgment. On February 15, 2017, in Leyse v. Lifetime…more

Brazilian Corruption Scandals Continue

The stench of corruption continues to bedevil Brazil, even as the clean-up initiated with Operation Car Wash is ongoing. This time, allegations of bribery and corruption have reached one of Brazil’s most prestigious exports, its beef…more

OCC Issues Draft Licensing Supplement for Fintech Companies Seeking National Bank Charters

The Office of the Comptroller of the Currency (OCC) has taken another step toward implementing its proposal to allow financial technology (fintech) companies to apply for a special purpose national bank (SPNB) charter, issuing a draft…more

The Other Shoe Drops on Laches Defense in IP

In 2014, the Supreme Court’s opinion in Petrella v. Metro-Goldwyn-Mayer, Inc. held that the equitable doctrine of laches is not available as a defense to copyright infringement when the claim is brought within the three years specified…more

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