Do Employers Have to Pay For All Time Worked?
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Conducting Corporate Internal Investigations
Zimmermann: "Two Class" Partnership Culture Emerging in BigLaw
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Data Privacy: The Next Frontier of Corporate Compliance
Planning For The Exit – What’s Your Exit Strategy?
Hedge Funds Word of the Day™ – CFTC
What are the Implications of Alice v. CLS?
What Questions CEOs and Board Members Should Be Asking Themselves About Tax Inversions
Hedge Funds Word of the Day™ – Derivative
Legal Considerations for Web-Based Start-Ups
After SoundCloud & Wunderlist: How Berlin plans to grow its startup scene
Hedge funds word of the day™ – Big Boy Letter
How Leading Philippine Companies are Using Bonds to Their Advantage
Hedge Funds Word of the Day™ – 10b5-1 Plan
Private Equity's Inversion Excursion: Pepper Hamilton Talks Tax With the Deal
What Does the Supreme Court Ruling in Alice v. CLS Mean to a Software Entrepreneur?
Full text copy of the District of Columbia Court of Appeals ruling in Canning v. National Labor Relations Board, which found President Obama’s recess appointments of three members to the NLRB in January 2012 to be...more
On August 3, 2011, a group of leading academics, including Harvard Law School Professor Lucian A. Bebchuk, submitted this petition for rulemaking to the Securities and Exchange Commission. The petitioners asked the SEC to...more
As part of legislation enacted in early 2013 to avert the so-called “fiscal cliff,” Congress temporarily extended several beneficial tax provisions for businesses, including the research credit, the active financing exception...more
On December 12, 2012, New York Attorney General Eric Schneiderman announced new proposed disclosure rules for New York-registered nonprofits designed to bring more transparency to electioneering activities by tax-exempt,...more
In notorious defiance of the California Constitution, the legislature in 2002 established the Victims of Corporate Fraud Compensation Fund. See Victims of Corporate Fraud. The purpose of the fund is to provide ”restitution to...more
On November 16, 2012, Institutional Shareholder Services ("ISS") released its 2013 "Corporate Governance Policy Updates and Process," which will be used in its proxy voting recommendations for this upcoming annual meeting...more
I. Overview - Two recent actions by the U.S. Securities and Exchange Commission (“SEC”) and its staff highlight the importance of compliance controls with respect to political contributions and other political activities. In...more
In Citizens Association of Sunset Beach v. Orange County Local Agency Formation Commission (--- Cal.Rptr.3d ----, Cal.App. 4 Dist., October 5, 2012), a California Court of Appeal considered whether Proposition 218’s ban on...more
On the heels of a recent survey that found that cyber-security is becoming the primary concern of corporate general counsels and directors, see C. Dunn, Cybersecurity Becoming No. 1 Concern for GCs and Directors, Corporate...more
On September 13, 2012, the Center for Responsive Politics (CRP), a nonpartisan, nonprofit research group that tracks and analyzes the effect of money in U.S. politics, unveiled a new feature on its website that provides...more
On August 31, the SEC issued an alert on compliance with MSRB Rule G-37, which limits political contributions by municipal securities professionals to campaigns of public officials of issuers with whom they are doing or seek...more
The Florida Legislature has just enacted a bill that adds a new Section 339.2825 which took effect July 1, 2012. That Section deals with both Florida Department of Transportation (FDOT)-generated projects and unsolicited...more
The U.S. Department of the Interior is seeking nominations for the U.S. Extractive Industries Transparency Initiative (USEITI) Advisory Committee. The Committee is being established to advise the Department on the...more
If only everyone had just showed up and voted we wouldn't be in this mess. As previously reported, the NLRB's attempt to promulgate the so-called ambush election rules was dealt a setback when a federal district court ruled...more
The California legislature recently passed a joint resolution, AJR 22 (Wieckowski & Allen), that is harshly critical of the U.S. Supreme Court’s decision in Citizens United v. Federal Election Commission, 558 U.S. 50 (2010). ...more
Originally published in www.utahbusiness.com - July 2012.
In the December issue of Utah Business, we wrote an article outlining several key changes in Utah limited liability company law due to the Utah Legislature's...more
The Next Steps for Credit Availability Act (H.R. 5929), introduced by Rep. Michael G. Grimm and Rep. Nydia Velázquez in June 2012, would allow BDCs to invest more of their assets in start-up companies and small-to mid-sized...more
Tomorrow, the Assembly Judiciary Committee will hear several important bills that passed out of the Senate:
- SB 323 (Vargas) - This bill would enact the California Revised Uniform Limited Liability Company Act to...more
On Thursday, June 28, the Massachusetts House and Senate each voted to approve a $32.5 billion state budget bill. We had previously reported on an amendment to the budget that would have prohibited the compensation of...more
We have received several inquiries from clients who received a solicitation entitled "Annual Meeting Disclosure Statement". The Rhode Island Secretary of State has issued a notice that these solicitation letters were NOT...more
Several new board of education members will begin their duties on July 1, 2012. Many of these duties are outlined in West Virginia Code § 18-5-13. These new board members will undergo new board member orientation and might...more
In this recent post, I discussed a petition submitted by Professor Lucian Bebchuk and nine other academics asking that the Securities and Exchange Commission adopt rules requiring public companies to disclose to shareholders...more
For those of us who were watching this proposed legislation unsuccessfully move its way through the 2012 General Session, we see now that it was passed as part of the Connecticut General Assembly’s Special Session by...more
The responsibility for almost every act of corporate malfeasance can be laid at the doorstep of the corporate board. Yet, directors complain about being overwhelmed by their responsibilities and their obligations to...more
This being an even numbered year, last Friday (June 1) was the deadline for each house to pass bills that were introduced in that house. Joint Rule 61(b)(11). Although it was initially close, I was disappointed to see that...more
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