Mergers & Acquisitions Securities Labor & Employment

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Muddy employee incentive issues in a disappointing exit: 9 practical tips for public company acquirers

In mediocre payout situations, transaction proceeds are unlikely to give a substantial (if any) return to common stockholders, yet may be sufficient to at least return the initial investment, and perhaps a liquidation...more

Private Employers Now Face Sarbanes-Oxley Whistleblower Protections

On Tuesday, the United States Supreme Court issued a ruling that dramatically expands the reach of whistleblower protection under the Sarbanes-Oxley Act of 2002 (“SOX”). The Court’s decision in Lawson v. FMR, LLC, 571 U.S. __...more

IRS Relies on Rule from 1800s to Justify Tax Preparer Regulations

IRS Relies on Rule from 1800s to Justify Tax Preparer Regulations by Joseph M. Donegan on October 9, 2013 The Internal Revenue Service is pulling out all the stops to support a set of proposed rules that would allow it...more

Judge May Be Close to Approving AMR Bankruptcy Plan

Judge May Be Close to Approving AMR Bankruptcy Plan by Joel R. Glucksman on September 12, 2013 AMR Corp. may be permitted to proceed with its plan to exit bankruptcy protection, despite the ongoing government lawsuit...more

DOL Confirms FMLA Rights for Same-Sex Married Couples

DOL Confirms FMLA Rights for Same-Sex Married Couples by Michael Cifelli on September 4, 2013 Roughly two months after the U.S. Supreme Court’s historic same-sex marriage decision in United States v. Windsor, the U.S....more

So You Want to Start a New York Food Truck Business?

So You Want to Start a New York Food Truck Business? by Gary S. Young on September 2, 2013 Food trucks, a/k/a mini-restaurants on wheels, have become popular business ventures for food service entrepreneurs. However,...more

Has Your Business Start-up Registered Its Trademarks?

Has Your Business Start-up Registered Its Trademarks? by Kenneth C. Oh on August 15, 2013 When starting a new business, intellectual property concerns should certainly be on your “To Do” list. Your company’s name,...more

NJ SAFE: New Domestic Violence Law Will Impact Employee Leave Policies

NJ SAFE: New Domestic Violence Law Will Impact Employee Leave Policies by Christina M. Michelson on August 9, 2013 The New Jersey Security and Financial Empowerment Act (NJ SAFE) is now law. The statute provides up to...more

Doing Business in the U.S.

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4...more

IRS Releases Legal Memorandum Addressing Stock Options and Other Transaction-Related Deductions

On January 28, 2013, the Internal Revenue Service (IRS) published a generic legal advice memorandum (GLAM), AM2012-10, addressing the timing under the consolidated return regulations of certain deductions that commonly arise...more

The Gathering Storm: Equity Compensation and 10b5-1 Plans Under Attack

In this presentation: - The Genesis – Merger Objection Cases - The New Wave of Injunction Cases - Say-on-Pay Injunction Cases - Share Issuance Injunction Cases - Post-Vote Derivative Cases -...more

Hidden Due Diligence Risk In Mergers, Acquisitions And Investments: Independent Contractor Misclassification Oftentimes Overlooked...

Many due diligence reviews in mergers, acquisitions and investments have ignored the issue of independent contractor (IC) misclassification liability. This is a difficult exposure to identify unless the legal team digs below...more

California Court of Appeal Refuses to Enforce Non-Compete Against Selling Shareholder

In Fillpoint, LLC, v. Maas, Case No. G045057, 2012 Cal. App. LEXIS 914 (Cal. App. Aug. 24, 2012), the California Court of Appeal for the Fourth District recently refused to enforce a covenant not to compete against the former...more

Show Them the Money - SecondMarket provides new liquidity options for startup investors and employees

The listless IPO and M&A markets have not been friends to young companies this past decade. “The median time from a company’s initial funding to either an IPO or an M&A exit has nearly doubled since 2000, with IPO exits now...more

BLG Monthly Update for July 2012

Gamekeepers, lap-dancers and neat contracts cases -- all this and more in the BLG Monthly Update for July 2012!...more

The End is Nigh? MLB and Fairness in Administration of a FCPA Compliance Program

Less than three months after he ruled against Major League Baseball (MLB) in the Ryan Braun suspension, Arbitrator Shyman Das was fired by MLB. He had been an approved arbitrator under the MLB Collective Bargaining Agreement...more

The Value in Conducting Thorough Background Checks on Executives

Internet giant Yahoo! has now been forced to undertake another extensive search for a Chief Executive Officer to help salvage its underperforming business. Today it was announced that Scott Thompson would be stepping down...more

Compliance Convergence: ICE Enforcement

Compliance convergence can take many forms. In an article entitled “Pass the ICE Test: Nine I-9 Record Keeping Tips” published in the February 6, 2012 edition of the Texas Lawyer, author Karen-Lee Pollak explores...more

Mergers and Acquisitions in Canada - A Fraser Milner Casgrain llp Legal Guide

Introduction This guide is intended to outline the principal legal considerations pertinent to the acquisition of a Canadian business. The information is based on the assumption that the reader is a non-resident of...more

How to Engage Employees in Compliance

In the September 2011 issue of the Harvard Business Review, in an article entitled “How to Cultivate Engaged Employees”, author Charalambos A. Vlachoutsicos wrote about his experiences in working for a...more

Using HR to Change your Company's Compliance DNA

In his Editor’s View column, in the August issue of Compliance Week, entitled, “Compliance, Collaboration and HR”, Matt Kelly wrote about the interaction of Compliance Departments and Human Resources (HR)....more

Inside M&A - November/December 2010

In This Issue: Caught in the Act … of Acquiring Some Shares: The Application of Merger Control Rules on the Acquisition of Non-Controlling Minority Shareholdings in Germany and the UK; Proposed DOL Regulation Would...more

Director and Employee Rights and the Grays Timber Case in the UK

When structuring the share rights of employees and directors in a company or group that employs them, parties to these arrangements will be keen to ensure that any enhanced rights to payments on a share sale are structured in...more

The Role of Human Resources in FCPA Compliance-Part I

One sign of a mature Foreign Corrupt Practices Act (FCPA) compliance and ethics program is the extent to which a company’s Human Resources (HR) Department is involved in implementing a solution. While many practitioners do...more

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