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SEC Accuses Fund Directors of Breaching Their Valuation Duties

In a case involving fair valuation of structured notes, the SEC signaled that when investment company fund boards delegate the responsibility to fair value portfolio securities, they must provide “meaningful substantive...more

SBA Rules Changes – Definition of a Small Business

In the quest to compete and survive, small businesses should embrace all opportunities for revenue growth available to them. One of the largest potential customers in the world is the US Government. Small businesses have a...more

NLRB Cases Impact At-Will Employment Agreements

Most employment agreements in California are for at-will employment. This means that the employer can terminate the employee at any time, with or without cause, so long as termination is not for a reason otherwise unlawful...more

Employer Liability for Unreported Time

A recent decision by the Sixth Circuit Court of Appeals held that a nurse’s claim for unpaid wages attributed to working during unpaid meal breaks, did not violate the Fair Labor Standards Act (“FLSA”). White v. Baptist...more

Notes For General Counsel

A recent article on the Practical Law website, identified major horizon issues for General Counsel. We highlight a selected sample of these issues by subject area below: Commercial: Green Guides The FTC issues revised...more

Securities Litigation Alert: 'Tis the Season: Proxy Statements and Litigation Challenges to Compensation Disclosures

Over the past several months, plaintiffs' lawyers have stepped up attacks on executive compensation disclosures in proxy statements. Although to date most of these attacks have been unsuccessful, the number of case filings is...more

Privacy Enforcement By California Attorney General’s Office

California takes citizen privacy rights seriously. That’s the unmistakable message communicated by a recent announcement that the Office of the Attorney General of California is creating a Privacy Enforcement and...more

SEC’s Asset Management Unit Focuses on Compliance Failures, Vol. 1

The SEC Enforcement Division’s Asset Management Unit has brought some substantial cases over the last year, including a number arising out of its Aberrational Performance Inquiry. Another focus for the unit has been...more

Governor Signs New Law On Disability Access Complaints

California has been a haven for plaintiffs’ attorneys suing for ADA (American With Disabilities Act) violations because of existing law that provided up to $4000 in statutory damages, along with attorneys fees for every...more

Plaintiffs’ Firms Gaining Steam in New Wave of Say-On-Pay Shareholder Suits?

Over two years ago, Congress enacted Section 951 of the Dodd-Frank Act, which requires public companies to conduct an advisory shareholder vote on the company’s executive compensation plan – the so-called “say-on-pay vote.”...more

NLRB Cases Impact At-Will Employment Agreements

Most employment agreements in California are for at-will employment. This means that the employer can terminate the employee at any time, with or without cause, so long as termination is not for a reason otherwise unlawful...more

Chancery Court Finds Management Services Agreement Key in Establishing Jurisdiction

On August 28, 2012, the Delaware Court of Chancery found that a management services agreement could help establish both personal jurisdiction through a conspiracy to defraud and joint and several liability through an agency...more

FSA Fines Two Firms for Transaction Reporting Failures

On October 24, the UK Financial Services Authority (FSA) announced that it had fined two firms for failing to provide accurate and timely transaction reports. Plus500UK Limited (Plus500), an online contacts for difference...more

SEC Annual Report on the Dodd-Frank Whistleblower Program

Annual report prepared by the Securities and Exchange Commission's Office of the Whistleblower, detailing efforts to implement the Dodd-Frank mandated whistleblower incentives and protection program over the past twelve...more

Corporate Social Media Policies Should Comply With Recent NLRB Decision

The National Labor Relations Board (NLRB) recently issued a decision with significant impact upon employer policies that apply to employee use of social media. [Costco Wholesale Corporation, 358 NLRB No. 106 (Sept. 7,...more

Successful “Firing” Depends on Successful Hiring

The best defense against a wrongful termination claim is good cause. And a California employer would have difficulty quantifying good cause if performance expectations and measurements are not established in advance, ideally...more

Court Holds Promoters May Owe Fiduciary Duties To Non-Shareholder Investors And A Lamentable Example Of Notice

Yesterday, the California Court of Appeal issued an opinion addressing two important questions involving the liability of corporations and promoters Cleveland v. Johnson, Cal. Ct. of Appeal Case No. B233762 (Oct. 11, 2012). ...more

Settlement Agreement Was Void Due to Trustee’s Conflict of Interest and Board’s Failure to Properly Approve

In a recent case, People v. Bertrand, the Appellate Court held that a settlement agreement entered into by Joseph Bertrand, a trustee of the Board of Trustees of Bremen Township, was void because Bertrand had a conflict of...more

Governor Signs New Law On Disability Access Complaints

California has been a haven for plaintiffs’ attorneys suing for ADA (American With Disabilities Act) violations because of existing law that provided up to $4000 in statutory damages, along with attorneys fees for every...more

Corporate and Financial Weekly Digest - October 5, 2012

In this issue: - SEC Issues Additional Guidance on Emerging Growth Companies - Exchanges Withdraw Proposed Revisions to Position Limit Rules Following Court Order Vacating CFTC Position Limit Rules - NFA Issues...more

Choose wisely in classifying your independent contractors

Is a non-exclusive insurance agent an independent contractor or an employee? Insurance agents and salespeople with the discretion to determine when, how, and whether to sell a company’s products may properly be classified...more

Structured Thoughts -- Volume 3, Issue 11, September 19, 2012

In This Issue: Is Bigger Better? Or Do Good Things Come in Small Packages?; Proposed SEC Regulations Under the JOBS Act Increase Options for Private Structured Note Programs; “Is Our Children Learning?” Not about...more

Google Privacy Violation Alleged, Leads To FTC Settlement

Google’s business model is based on delivering relevant search results and, increasingly, relevant ads to those who use its products. In order to do so, Google needs to know a user’s search history since search history and...more

Hiring Long Lasting Employees

Hiring long lasting employees is of great benefit to a business, even these days when workers are especially mobile, often changing jobs and employers on a regular basis. The old paradigm of workers staying with one...more

Public Company Advisor - August 2012: Second Circuit’s Ikanos Decision Illustrates Pitfalls Surrounding MD&A “Trends and...

Item 303 of Regulation S-K requires the disclosure, in a company’s MD&A, of “any known trends or uncertainties…that the registrant reasonably expects will have a material favorable or unfavorable impact on net sales or...more

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