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Canning v. National Labor Relations Board

Obama NLRB Recess Appointments Unconstitutional (Text Copy)

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

SEC Includes Disclosure Of Corporate Political Spending Rule In Unified Agenda – What Does It Mean?

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

‘Fiscal Cliff’ Legislation Temporarily Extends Key Provisions for Businesses

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

A.G. Schneiderman Announces New Electioneering Disclosure Requirements for Nonprofits

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

Does The Victims Of Corporate Fraud Compensation Fund Deny Due Process?

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

ISS Releases 2013 Voting Policy Updates: Two Key Changes on Director Voting Recommendations

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

Pay-to-Play: Recent SEC Actions Highlight Importance of Compliance Controls

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

Proposition 218’s Ban On Tax Increases Without Voter Approval Does Not Apply To Annexations

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

Cyber-Security Issues Receiving Ever-Increasing Attention, Including From Congress and Governmental Agencies

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

Nonprofit Bloopers: Avoiding Political and Promotional Pitfalls

In this presentation: - CAMPAIGN ACTIVITIES: WHAT CAN YOU DO? - Host candidate appearances - Host candidate forums and debates - Invite candidates in other capacities - Legislative scorecards -...more

Greater Scrutiny of Corporate Lobbying and Political Activity Underway

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

SEC Risk Alert on Pay-to-Play and MSRB

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

New Addition to the Public Private Partnership Law of Florida - Another Level of Politics or a Cure for Political Games?

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

REGULATORY: Oil & Gas Regulatory, Mining & Natural Resources Oil, Gas, and Mining: Companies Encouraged to Submit Nominations by...

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

Second in Series of Hearings on Tax-Exempt Sector Held by U.S. House of Reps. Ways and Means Subcommittee

July 26, 2012 - Yesterday, the U.S. House of Representatives Ways and Means Oversight Subcommittee (the “Subcommittee”) held its second hearing focusing on oversight of the tax-exempt sector. While the previous hearing held...more

NLRB's Efforts To Advance Ambush Election Rules Rebuffed, Again

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

California Legislature Calls Supreme Court Decision “A Serious And Direct Threat To Our Democracy”

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

Business as Usual - For Now: 2012 LLC Act Delayed Until at Least 2013

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

Proposed Legislation Would Increase Investment Opportunities For Business Development Companies

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

Some Important Bills To Watch Tomorrow

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

Legislature Approves State Budget; Final Version Does Not Contain Proposed Restrictions On Non-Profit Director and Officer...

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

Rhode Island Secretary of State did NOT Issue Solicitation Letters

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

“Executive Session Privilege”: There is No Such Thing

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

Ex Parte Communications And SEC Rulemaking

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

New Data Breach Reporting Requirement to Connecticut Attorney General Passed as Part of Connecticut Legislature’s Budget Bill

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