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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

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

Court Affirms Denial Of Statutory Bill Of Review From A Trust Contest

In In re Estate of Kam, Kam sought to set aside an order probating her brother’s will via a statutory bill of review because he purportedly lacked the requisite testamentary capacity to execute the will or the will was the result of…more

SCOTUS Review of WOTUS Rule

On January 13, the Supreme Court granted a writ of certiorari in National Association of Homebuilders v. Department of Defense, a case challenging the Obama Administration’s “Waters of the United States” rule, which vastly expands…more

Connecticut Supreme Court: Punitive Damages Are Not Recoverable Under State Employment Discrimination Statute

The Connecticut Supreme Court rang in the new year with a ruling long awaited by employers, settling the lingering question as to whether punitive damages are recoverable for claims under the Connecticut Fair Employment Practices Act…more

Capitol Hill Healthcare Update

The House on Friday gave final congressional approval to a budget blueprint that authorizes separate filibuster-proof legislation Republicans will use next month to repeal much of the Affordable Care Act (ACA). Republican-led…more

New York (State and City) Imposes New Rules for Freelancers, State Contracts

My colleagues, Clarisse Thomas, Keegan Drenosky and I have been busy keeping track of the developments in New York which may impact Connecticut employers with cross-border business. Here are two of the most recent developments…more

Manatt on Health Reform: Weekly Highlights - January 2017 #2

CBO estimates 27 million would lose coverage under partial ACA repeal in the first year after elimination of Marketplace subsidies and Medicaid expansion; a federal judge orders delay in submission of North Carolina’s Medicaid…more

Work refusal due to second-hand smoke was not properly investigated: arbitrator

A correctional officer with sinusitis and sensitivity to second-hand smoke was entitled to have her work refusal investigated by prison management, an arbitrator has decided. Although the prison was a non-smoking facility…more

Government Affairs Insights - Obamacare: Charting the Shoals Ahead

This nation’s latest effort to lower the rate of uninsured health care recipients and improve health outcomes was launched with President Obama’s approval in 2010 of the Patient Protection and Affordable Care Act (ACA or Obamacare)…more

CFPB previews company portal update

The CFPB has released an overview of an updated online company portal for viewing and responding to consumer complaints that it plans to launch in early 2017. The overview is intended to serve “only as a first glance at the…more

Investment Outlook 2017: Deal trends in the GCC

When oil prices dropped two years ago, it took a while for the severity and durability of the new oil-price environment to sink in. The response came in 2016: governments focused on cutting expenditure, sending a cascade of caution…more

OIG Rings in the New Year With New Anti-Kickback Statute Safe Harbors

Just in time for the New Year, the Office of Inspector General (OIG) of the U.S. Department of Health and Human Services issued final regulations (Final Regulations) that revised two existing Anti-Kickback Statute safe harbors, added…more

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Companies of all types continue to fall prey to employees seeking collective or class redress for a variety of alleged wrongdoings, among them discrimination, wage and hour, glass ceiling and other…

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