Dorsey & Whitney LLP

Practical Guidance for Dealing with OFAC’s Recently Released Ukraine Related Sanctions Regulations and the EU’s Ukraine Sanctions

On May 8, 2014, the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) issued regulations to implement three Executive Orders issued by President Obama in March regarding the situation in Ukraine. The Ukraine…more

Barack Obama, BIS, Due Diligence, EU, Executive Orders

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The Federal Circuit Opens the Door to an Additional Defense to Inducement

It is well established law that liability for inducement requires the specific intent to induce another to infringe. It is also well established law that a defendant may rely on a good faith belief that the there is no patent…more

Cisco, Induced Infringement, Infringement, Patent Infringement, Patent Litigation

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New Tools for Companies Against Cybercrime

Obama administration proposal would reduce legal ambiguities and allow civil RICO claims. On January 2015, the Obama administration announced a series of proposals to strength­en the country’s response to cyberattacks­…more

Barack Obama, Computer Fraud and Abuse Act, Cyber Crimes, Cybersecurity, Proposed Legislation

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NLRB Implements Dramatic Changes to Union Representation Election Procedures

Late last week, the National Labor Relations Board (the “Board”) issued a long-anticipated final rule implementing dramatic changes to the procedures for union representation elections. The so-called “quickie election” or…more

Ambush Election Rules, NLRB, Union Elections, Unions

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Preparing for the 2015 Proxy Season

Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with…more

Bylaws, Corporate Governance, Equity Compensation, Executive Compensation, Glass Lewis

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Colorado Approves Financial Co-Op Plan for Marijuana Businesses

Colorado, which was the first state to legalize the possession, production and sale of recreational marijuana, has now become the first state to establish a financial system for the marijuana industry. On May 7th, the Colorado…more

DOJ, Financial Markets, FinCEN, Marijuana, New Legislation

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What’s New for the 2014 Proxy Season

Unlike in past years, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with…more

Compliance, Conflict Mineral Rules, Disclosure, Dodd-Frank, Executive Compensation

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Crowdfunding: A New Way for Montana Companies to Raise Money

A new exemption passed in the Montana 2015 legislative session will allow Montana companies to use crowdfunding to offer and sell securities in Montana beginning July 1, 2015. This exemption is subject to various limitations and…more

Crowdfunding, Financing, JOBS Act, SEC, Securities

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IRS Begins 409A Audit Initiative

IRS representatives have recently announced that the IRS has begun a compliance initiative project to check compliance with section 409A of the Internal Revenue Code (“409A”)…more

Audits, Compliance, Deferred Compensation, IRS, Section 409A

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Halliburton: Assessing its Impact on Securities Class Actions

On June 23, the U.S. Supreme Court announced its decision in Halliburton Co. v. Erica P. John Fund, Inc., declining to overrule the holding in Basic Inc. v. Levinson, 485 U.S. 224 (1988), which allows investors in…more

Basic v Levinson, Class Certification, Fraud, Fraud-on-the-Market, Halliburton

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Certain Dependent Spouses of H-1B Workers Will Become Eligible for Employment Authorization Effective May 26, 2015

The U.S. Citizenship and Immigration Services (USCIS) amended the regulations to allow certain H-4 dependent spouses to work in the United States. This is excellent news, particularly for spouses of H-1B workers from India and…more

China, Employment Authorization Document, H-1B, H-4 Spouses, India

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EU Securities Settlement – Changes Should Make UK Listings More Attractive to US-Based Issuers

Since the Markets in Financial Instruments Directive (“MiFID”) came into force in 2007, European legislators and market participants have sought to harmonise the diverging European securities settlement framework, with a view to…more

EU, International Harmonization, Market Participants, MiFID, Securities

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Quirky Question #241, Working for Free In Montana At A Start-Up Business

Quirky Question - I was laid off by my Montana employer and I have decided to help my brother with his start up business. I will be a 50% owner but we are not going to take a salary until revenue is substantial. An…more

Startups, Unemployment Benefits, Volunteers

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SEC Issues Proposed Rules for Director, Officer and Employee Hedging Disclosures

On February 9, the Securities and Exchange Commission proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires annual meeting proxy statement disclosure of a…more

Annual Meeting, Dodd-Frank, Hedging, Proposed Regulation, Proxy Statements

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Obama Administration Announces Historic Easing of Economic Sanctions Against Cuba

On December 17, 2014, the Obama Administration announced the prospective easing of some restrictions in the U.S. economic embargo on Cuba (the “Economic Sanctions”). The Obama Administration had laid the groundwork for lifting…more

Barack Obama, Cuba, Foreign Relations, Sanctions

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Six Important Things for Telecommunications Providers to Know When Filing the 2015 FCC Form 499-A

It’s that time again. Spring is in the air, the birds are chirping, the days are longer, and telecommunications providers are required to complete their FCC Forms 499-A, reporting historical revenues for calendar year 2014. Like…more

FCC, Filing Requirements, Telecommunications

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Quirky Question #259, The FMLA and the ADA: Joined at the Hip

Question: I work in my company’s HR department and we just had an employee ask for additional time off, even though we’ve already given the employee a bunch of time off we are required to under the FMLA. I wanted to say…more

ADA, Employer Liability Issues, FMLA, Health Insurance, Reasonable Accommodation

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Important Changes Under MN Data Practices Act for Public/Private Contracts for Government Functions

On May 29, 2014, the Minnesota governor signed into law Senate File 1770, which makes a company’s or private individual’s records subject to Minnesota public records law – the Minnesota Government Data Practices Act – when the…more

Contractors, Data Protection, Personally Identifiable Information

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London Court Of International Arbitration – New Rules Take Effect

As of 1 October 2014, the London Court of International Arbitration’s (LCIA) new rules (the LCIA Arbitration Rules 2014) take effect bringing about wholesale changes to the powers of LCIA arbitrators. The rules retain…more

Arbitration, Arbitrators, LCIA, UK

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SEC Staff Issues New Interpretation on Regulation S Resales, Benefiting Investors in Foreign Issuers

On January 23, 2015, the staff of the United States Securities and Exchange Commission issued a new interpretation on the application of Rule 905 of Regulation S under the United States Securities Act of 1933, as amended (the…more

Equity Securities, Foreign Issuers, Regulation S, SEC, Securities Act of 1933

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House Transportation Committee P3 Panel Calls for Central P3 Office

Introduction & Background - On September 17, 2014, the Transportation and Infrastructure Committee’s Panel on Public-Private Partnerships, a special panel of the US House of Representatives, issued a report in which it…more

Department of Transportation, Economic Development, Infrastructure, P3s, Procurement Guidelines

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Crowdfunding: A New Way for Montana Companies to Raise Money

A new exemption passed in the Montana 2015 legislative session will allow Montana companies to use crowdfunding to offer and sell securities in Montana beginning July 1, 2015. This exemption is subject to various limitations and…more

Crowdfunding, Financing, JOBS Act, SEC, Securities

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OIG Issues Practical Guidance for Health Care Governing Boards on Compliance Oversight

On April 20, 2015, the Office of the Inspector General of the United States Department of Health and Human Services (“OIG”), in collaboration with the Association of Healthcare Internal Auditors, the American Health Lawyers…more

Chief Compliance Officers, Corporate Governance, Health Care Providers, Healthcare, Hospitals

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Reducing the risk for Property Professionals of money laundering in UK real estate

Scale of money laundering in UK real estate - Transparency International UK, the anti-corruption organisation, highlighted the risk of money laundering in the high-end UK real estate market in its report published last…more

Anti-Corruption, Anti-Money Laundering, Commercial Real Estate Market, Offshore Companies, Real Estate Market

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Aereo’s Antenna Arrays and Streaming of Broadcast Programming to Individual Subscribers Found Infringing

In a significant victory for the broadcast industry, the Supreme Court has held in a 6-3 decision that Aereo’s TV streaming service is a public performance within the meaning of the Copyright Act. Aereo operates massive antenna…more

ABC, ABC v Aereo, Aereo, Broadcasting, Cable Television Providers

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Quirky Question #258, Ex Pat Trailing Partners

Question: Fred, one of our technical IT specialists, just told us that his partner volunteered for a European assignment. Fred’s a great guy and we need him but he earns less than his partner and wants the experience of…more

Best Management Practices, Expatriates, Human Resources Professionals, Multinationals, Traveling Employee

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Halliburton: Assessing its Impact on Securities Class Actions

On June 23, the U.S. Supreme Court announced its decision in Halliburton Co. v. Erica P. John Fund, Inc., declining to overrule the holding in Basic Inc. v. Levinson, 485 U.S. 224 (1988), which allows investors in…more

Basic v Levinson, Class Certification, Fraud, Fraud-on-the-Market, Halliburton

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Proposed Federal Breach Notification Law: Panacea Or Flash in the Pan?

The Obama Administration has just released the proposed text of the Personal Data Notification & Protection Act as the latest step in its uniform federal breach notification initiative. Similar legislative efforts in the past…more

Barack Obama, Breach Notification Rule, Corporate Counsel, Personally Identifiable Information, Proposed Legislation

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Open Sesame? Not for now, Alibaba – Part 1

For months Alibaba Group Holding Limited (“Alibaba”) had tried to convince the Stock Exchange of Hong Kong Limited (“SEHK”) that they should open their doors to the internet giant. Alibaba had proposed a system through which a…more

Alibaba, Corporate Governance, Hong Kong Stock Exchange, IPO, Shareholders

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Quirky Question #259, The FMLA and the ADA: Joined at the Hip

Question: I work in my company’s HR department and we just had an employee ask for additional time off, even though we’ve already given the employee a bunch of time off we are required to under the FMLA. I wanted to say…more

ADA, Employer Liability Issues, FMLA, Health Insurance, Reasonable Accommodation

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Public–Private Partnerships Core Toll Concessions Contract Guide

On September 10, 2014, the Federal Highway Administration (“FHWA”) published its final Model Public – Private Partnerships Core Toll Concessions Contract Guide (“Guide”) presenting key concepts for the structuring and…more

Contracting Procedures, Federal Contractors, Federal Highway Administration, Highways, Infrastructure

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Alice v. CLS Bank Applied Broadly by the Federal Circuit

On Friday, the Federal Circuit released its first opinion citing the Supreme Court’s June 2014 decision in Alice Corp. v. CLS Bank. This opinion is significant because it shows how the Federal Circuit intends to follow the clear…more

Alice Corporation, Bilski, CLS Bank v Alice Corp, Mayo v. Prometheus, Patent Litigation

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PTAB is Revising the AIA rules

On March 27, 2015, U.S. Patent and Trademark Office (“USPTO”) Director Michelle Lee announced on the agency’s website that a three-phase rule change for improving Patent Trial and Appeal Board (“PTAB”) trial proceedings is in…more

America Invents Act, Patent Trial and Appeal Board, Patents, USPTO

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Six Important Things for Telecommunications Providers to Know When Filing the 2015 FCC Form 499-A

It’s that time again. Spring is in the air, the birds are chirping, the days are longer, and telecommunications providers are required to complete their FCC Forms 499-A, reporting historical revenues for calendar year 2014. Like…more

FCC, Filing Requirements, Telecommunications

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NDRC’s Qualcomm Decision Sends Mixed Messages

Chinese New Year celebrations culminated in a big way for foreign multinationals in China with the news at the end of February that the head of the National Development and Reform Commission’s (“NDRC's”) Antitrust Bureau had…more

Auto Manufacturers, Automotive Industry, China, Multinationals, NDRC

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Build America Transportation Investment Center

On July 17, President Barack Obama announced the launch of the Build America Investment Initiative. The initiative includes a host of measures to increase infrastructure investment and economic growth, including the formation of…more

Barack Obama, Build America Investment Initiative, DOT, Economic Development, Federal Funding

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SEC Approves Proposals to Modernize and Enhance Reporting Regime for Registered Funds and Investment Advisers

Yesterday, the Securities and Exchange Commission (“SEC”) unanimously approved two recommendations by the SEC’s Division of Investment Management to modernize and enhance the reporting regime for registered investment funds and…more

Investment Adviser, Investment Funds, Regulation S-K, Reporting Requirements, Required Forms

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IBM Corp. v. United States—A Study in the Risks and Rewards of Including a Reservation of Rights in an Offer

Including a reservation of rights in a proposal is a delicate matter. On the one hand, it is in the contractor’s best interest to identify clearly the assumptions on which its proposal is based…more

Army, Ernst & Young, Federal Contractors, Federal Procurement Systems, General Solicitation

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SEC Staff Issues New Interpretation on Regulation S Resales, Benefiting Investors in Foreign Issuers

On January 23, 2015, the staff of the United States Securities and Exchange Commission issued a new interpretation on the application of Rule 905 of Regulation S under the United States Securities Act of 1933, as amended (the…more

Equity Securities, Foreign Issuers, Regulation S, SEC, Securities Act of 1933

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Obama Administration Announces Historic Easing of Economic Sanctions Against Cuba

On December 17, 2014, the Obama Administration announced the prospective easing of some restrictions in the U.S. economic embargo on Cuba (the “Economic Sanctions”). The Obama Administration had laid the groundwork for lifting…more

Barack Obama, Cuba, Foreign Relations, Sanctions

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Supreme Court Requires Review Of EEOC Conciliation Effort

Before suing an employer for discrimination, the Equal Employment Opportunity Commission (“EEOC”) must try to remedy unlawful workplace practices through informal methods of conciliation. The EEOC sued Mach Mining in federal…more

Conciliation, EEOC, Employer Liability Issues, Enforcement Actions, Good Faith

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Department of Justice Memorandum Regarding Legalization of Marijuana in Indian Country Raises More Questions Than Answers

On Thursday December 11, 2014, the press was abuzz about a just released Department of Justice memorandum titled “Policy Statement Regarding Marijuana Issues in Indian Country.” Some news outlets heralded the memorandum as a…more

DOJ, Marijuana, Native American Issues, Tribal Lands

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When Scientific Research Becomes False Advertising

Positive results of scientific research on a company’s products can provide a tempting topic for advertising and promotion. If an article published in a well-established, peer-reviewed journal says that your company’s products…more

Advertising, BPA, Corporate Counsel, False Advertising, False Statements

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No Need to “Like” Us On Facebook: Some New and Some Old Contest and Sweepstakes Rules To Follow on Facebook and Beyond

Starting next week, businesses running contests and sweepstakes on Facebook will not be allowed to require users to “like” their pages as a condition of entry to a promotion. This practice, known as “like-gating,” has been one…more

Contests & Promotions, Facebook, Sweepstakes

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OIG Issues Practical Guidance for Health Care Governing Boards on Compliance Oversight

On April 20, 2015, the Office of the Inspector General of the United States Department of Health and Human Services (“OIG”), in collaboration with the Association of Healthcare Internal Auditors, the American Health Lawyers…more

Chief Compliance Officers, Corporate Governance, Health Care Providers, Healthcare, Hospitals

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PTAB is Revising the AIA rules

On March 27, 2015, U.S. Patent and Trademark Office (“USPTO”) Director Michelle Lee announced on the agency’s website that a three-phase rule change for improving Patent Trial and Appeal Board (“PTAB”) trial proceedings is in…more

America Invents Act, Patent Trial and Appeal Board, Patents, USPTO

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FCC Shifts Net Neutrality into High Gear

On March 12, 2015, the FCC published its long-anticipated Net Neutrality order. The Final Rules stem from the question asked by the FCC in its May Notice of Proposed Rulemaking: “What is the right public policy to ensure that…more

Broadband, Communications Act of 1934, FCC, Final Rules, Internet

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SEC Fines KBR $130,000 for Using Employee Confidentiality Agreement that Violates Dodd-Frank Whistleblower Protections

The Securities and Exchange Commission (“SEC”) has brought its first-ever enforcement action against a company for using language in confidentiality agreements that prohibits employees from speaking with the SEC without prior…more

Confidentiality Agreements, Enforcement Actions, Internal Investigations, KBR (formerly Kellogg Brown & Root), SEC

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Obama Administration Announces Historic Easing of Economic Sanctions Against Cuba

On December 17, 2014, the Obama Administration announced the prospective easing of some restrictions in the U.S. economic embargo on Cuba (the “Economic Sanctions”). The Obama Administration had laid the groundwork for lifting…more

Barack Obama, Cuba, Foreign Relations, Sanctions

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EU Securities Settlement – Changes Should Make UK Listings More Attractive to US-Based Issuers

Since the Markets in Financial Instruments Directive (“MiFID”) came into force in 2007, European legislators and market participants have sought to harmonise the diverging European securities settlement framework, with a view to…more

EU, International Harmonization, Market Participants, MiFID, Securities

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Equity Incentive Compensation in LLCs

In a recent post, I recommended that the typical startup should start as an LLC (limited liability company) and remain an LLC as long as possible. One ever-present challenge with LLCs is that most entrepreneurs (present company…more

Business Formation, Incentive Compensation, LLC, Private Equity, Startups

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No Password for You: California Enacts Social Media Privacy Laws Affecting Employers and Postsecondary Educational Institutions

Addressing a recent hot topic regarding the forced disclosure of social media passwords and/or content as part of the employment application process, California has promptly resolved the issue legislatively. Effective January 1,…more

Educational Institutions, Hiring & Firing, Passwords, Right to Privacy, Social Media

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SEC Approves Proposals to Modernize and Enhance Reporting Regime for Registered Funds and Investment Advisers

Yesterday, the Securities and Exchange Commission (“SEC”) unanimously approved two recommendations by the SEC’s Division of Investment Management to modernize and enhance the reporting regime for registered investment funds and…more

Investment Adviser, Investment Funds, Regulation S-K, Reporting Requirements, Required Forms

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International Transactions May Escape German Merger Control Even if Statutory Control Thresholds Are Exceeded - New FCO German Guidelines

In many countries turnover tests triggering merger control can be overly far-reaching and cover transactions that are “entirely foreign” and do not have any appreciable effect in the country concerned. Newly issued German…more

European Merger Control Regulation, Germany, Notice Requirements

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Utah Unemployment Law Update - Part 2

In this Issue: - Mobile Phone / Driving Laws - Unemployment Benefits - Facts - Procedural History - The Law - Court of Appeals Decision - Takeaway - Wrongful Termination - Religious…more

Appeals, Distracted Driving, Employer Liability Issues, Hiring & Firing, Mobile Devices

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Proposed Regulations in New York for ACO Certification Reflect Medicare Shared Savings Program Influence

The New York State Department of Health (“NYSDOH”) published proposed regulations (the “Proposed Regulations”) in October that establish standards for the issuance of certificates of authority to Accountable Care Organizations…more

ACOs, Department of Health, Healthcare, Medicare Shared Savings Program, Proposed Regulation

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Recent Oregon Decision: A Warning on Independent Contractor Classification

Do your “independent contractors” work from your company’s offices? Do they market their own separate businesses? Do they have the right to hire others to perform the work they perform for you? If the answer to any of these…more

Corporate Counsel, Employee Definition, Employer Liability Issues, Independent Contractors, Misclassification

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Wellness Watch: Guidance Is (Almost) Here

In December 2014, we highlighted the challenges that employers have been facing in ensuring that their wellness programs are not in violation of the Americans with Disabilities Act (ADA), the Genetic Information…more

ADA, Affordable Care Act, DOL, EEOC, Employer Group Health Plans

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No Investor Harm, No Ill-gotten Gains But SEC Fines Insurer $8 Million

Last week the Commission resolved a proceeding involving a life insurance company centered on the pricing of its variable annuity and variable life insurance products. Specifically, the Order alleged violations of Rule 22c-1…more

Enforcement Actions, Life Insurance, Nationwide Insurance Co., SEC, Variable Annuities

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International Transactions May Escape German Merger Control Even if Statutory Control Thresholds Are Exceeded - New FCO German Guidelines

In many countries turnover tests triggering merger control can be overly far-reaching and cover transactions that are “entirely foreign” and do not have any appreciable effect in the country concerned. Newly issued German…more

European Merger Control Regulation, Germany, Notice Requirements

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OHA Provides A Lesson in Meeting the Mentor Protégé Joint Venture Exception to Affiliation

The Small Business Administration’s (“SBA”) 8(a) Mentor-Protégé Program provides a useful mechanism for 8(a) small business concerns to develop and grow by virtue of receiving various forms of assistance from qualifying mentor…more

Mentor-Protege Program, SBA, Small Business

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Quirky Question #223, Meal Periods Outside California

We have offices in 13 states, a headquarters in Iowa and a manufacturing facility in Alaska. Several employees have used our “open suggestion box” to request that we allow them to work through lunch so they can go home earlier…more

On-Duty Meal Period Waivers, Rest and Meal Break, Wage and Hour

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The United States Supreme Court’s Decision on Non-exempt Employee’s Work Day

This past Tuesday, the United States Supreme Court issued a decision in Integrity Staffing Solutions, Inc. v. Busk, No. 13-433, that clarifies when a non-exempt employee begins and ends the work day – and, therefore, when an…more

FLSA, Integrity Staffing v Busk, SCOTUS, Security Checks, Wage and Hour

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Proposed Federal Breach Notification Law: Panacea Or Flash in the Pan?

The Obama Administration has just released the proposed text of the Personal Data Notification & Protection Act as the latest step in its uniform federal breach notification initiative. Similar legislative efforts in the past…more

Barack Obama, Breach Notification Rule, Corporate Counsel, Personally Identifiable Information, Proposed Legislation

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Deadline Approaching for Disclosure of Continuing Disclosure Violations

The Securities and Exchange Commission (the SEC) recently launched its Municipalities Continuing Disclosure Cooperation Initiative (the MCDC Initiative). Obligated persons (including issuers and conduit borrowers) and…more

Bonds, Conduit Borrowing, Disclosure Requirements, Issuers, MCDC

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Ultramercial: Software Patent Invalidated After Application of Alice, Patent Eligibility Becoming Threshold Question for Litigation

The Federal Circuit recently applied Alice Corp. v. CLS Bank to invalidate all claims of a patented method for advertising over the Internet in Ultramercial, Inc. v. Hulu, LLC (Fed. Cir. November 14, 2014). Like the Supreme…more

CLS Bank v Alice Corp, Online Advertisements, Patent Litigation, Patent-Eligible Subject Matter, Patents

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Preparing for the 2015 Proxy Season

Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with…more

Bylaws, Corporate Governance, Equity Compensation, Executive Compensation, Glass Lewis

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Deadline Approaching for Disclosure of Continuing Disclosure Violations

The Securities and Exchange Commission (the SEC) recently launched its Municipalities Continuing Disclosure Cooperation Initiative (the MCDC Initiative). Obligated persons (including issuers and conduit borrowers) and…more

Bonds, Conduit Borrowing, Disclosure Requirements, Issuers, MCDC

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Alice’s Patent Invalidated as “Abstract,” But Court Declines to Articulate Standard Applicable across Industries

In deciding Alice Corp. v. CLS Bank International, the Supreme Court Thursday invalidated Alice’s patent to software for intermediated settlement of transactions – finding the patent claimed nothing more than a general computer…more

Alice Corporation, CLS Bank, CLS Bank v Alice Corp, Mayo v. Prometheus, Patent Litigation

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Highlights of Changes to 2014 FCC Forms 499-A and 499-Q

On January 31, 2014, the Federal Communications Commission ("FCC” or “Commission”) released the 2014 FCC Forms 499-A and 499-Q and accompanying instructions…more

FCC, Filing Requirements, Safe Harbors, Telecommunications

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Aereo’s Antenna Arrays and Streaming of Broadcast Programming to Individual Subscribers Found Infringing

In a significant victory for the broadcast industry, the Supreme Court has held in a 6-3 decision that Aereo’s TV streaming service is a public performance within the meaning of the Copyright Act. Aereo operates massive antenna…more

ABC, ABC v Aereo, Aereo, Broadcasting, Cable Television Providers

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NLRB Published Report Concerning Employee Handbook Rules and Policies

On March 18, 2015, NLRB General Counsel Richard Griffin published a Report concerning recent case developments arising in the context of employee handbook rules and policies. The thirty-page Report concludes that many…more

Employee Handbooks, Employment Policies, NLRA, NLRB, Protected Concerted Activity

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Second Circuit Rules Unintended UCC Termination Statement Was Authorized

When terminating a financing statement, it is necessary to be certain that other financing statements are not unintentionally released, according to an opinion last week of the Second Circuit Court of Appeals. The effect of not…more

Commercial Bankruptcy, General Motors, Perfected Security Interest, Secured Debt, Secured Lenders

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One person’s gift, another person’s bribe: The challenge of giving gifts in China, Part 1

It was the week before Chinese New Year. The financial year had ended weeks earlier and unpaid invoices had made a dent in the annual performance of the small family business. For months, the foreign husband, a co-owner of the…more

China, Compliance, Corporate Gifts, Ethics, Holiday Gifts

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Supreme Court Rejection of Duty of Prudence Presumption—What Does it Mean for Retirement Plans?

On June 25, 2014, the Supreme Court, in a unanimous decision, ruled in Fifth Third Bancorp v. Dudenhoeffer that there is no “presumption” of prudence extended to fiduciaries of employer stock ownership plans (“ESOPs”) in their…more

ERISA, ESOP, Fiduciary Duty, FIfth Third Bancorp v Dudenhoeffer, Fifth Third Mortgage Company

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TUPE – What Will The 2014 Changes Bring?

Following a 2-year consultation process, legislation comes into force on 31 January 2014 to amend ‘TUPE’, the Transfer of Undertakings (Protection of Employment) Regulations 2006. The 2006 TUPE regulations provide for the…more

Employee Rights, TUPE, UK

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Utah Legislature Expands Antidiscrimination Laws to Address LGBT and Religious Rights

Last night, the Utah House passed landmark legislation (the "Act") already approved by the Senate that modifies Utah's antidiscrimination and fair housing acts to provide protection for lesbian, gay, bisexual, and transgender…more

Adverse Employment Action, Anti-Discrimination Policies, Boy Scouts, Employee Handbooks, Employer Liability Issues

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FCC Shifts Net Neutrality into High Gear

On March 12, 2015, the FCC published its long-anticipated Net Neutrality order. The Final Rules stem from the question asked by the FCC in its May Notice of Proposed Rulemaking: “What is the right public policy to ensure that…more

Broadband, Communications Act of 1934, FCC, Final Rules, Internet

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Abort Fees: Make Sure You Engage

In the second half of 2013 the case of Daniel Stewart & Company Plc v Environmental Waste Control Plc [2013] EWHC 1763 (QB) raised points to consider when drafting abort fee provisions in engagement letters. …more

Contract Formation, Engagement Letters, Fees

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SEC Issues Regulation A+ Rules; Increases Access to Capital Markets for Smaller Issuers

On March 25th, the Securities and Exchange Commission (the “SEC”) adopted new rules to amend Regulation A under the Securities Act of 1933, as amended (the “Securities Act”). The new rules, referred to as “Regulation A+,” were…more

Capital Formation, Emerging Growth Companies, IPO, JOBS Act, New Regulations

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United States Patent and Trademark Office issues guidance in the wake of Myriad and Prometheus decisions

On March 4th, the United States Patent and Trademark Office issued formal guidelines for the determination of patent-eligible subject matter in the wake of two recent U.S. Supreme Court cases: Association for Molecular Pathology…more

AMP v Myriad, Mayo v. Prometheus, Patent-Eligible Subject Matter, Pharmaceutical, USPTO

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OSHA Updates Reporting and Recordkeeping Rules

OSHA has updated its reporting and recordkeeping rules for employers. The key item to note is that all employers (regardless of size or number of employees) must now report serious workplace injuries involving hospitalization…more

Compliance, OSHA, Recordkeeping Requirements, Reporting Requirements

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Reducing the risk for Property Professionals of money laundering in UK real estate

Scale of money laundering in UK real estate - Transparency International UK, the anti-corruption organisation, highlighted the risk of money laundering in the high-end UK real estate market in its report published last…more

Anti-Corruption, Anti-Money Laundering, Commercial Real Estate Market, Offshore Companies, Real Estate Market

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How and Why Your Team Is Everything (And Other Essentials for Startup Success...)

The multi-faceted answer to our question: over the years working with entrepreneurs and inventors, what have you seen as an essential attribute to startup success?…more

Legal Perspectives, Startups

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Supreme Court’s Jesinoski Ruling Provides Clarity on TILA Rescission While Creating Many Questions

On January 13, 2015, the U.S. Supreme Court settled a circuit court split regarding how and when a mortgage borrower may exercise the right of rescission under the Truth-in-Lending-Act (“TILA”) and the CFPB’s implementing…more

Bank of America, Jesinoski v Countrywide, Mortgages, Regulation Z, Rescission

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Shorter Tender Offer Period Permitted for Certain Securities

The SEC recently issued a no-action letter that significantly expands the scope of securities that are eligible for an abbreviated tender offer process. The SEC’s new position should allow for issuers to restructure their…more

No-Action Letters, Rule 144A, SEC, Securities, Tender Offers

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Immediate Action Required for Employers that Provided Transit Benefits to Employees in 2014

On December 19, 2014, President Obama signed the Tax Increase Prevention Act of 2014 (“TIPA”), which in part retroactively increases the monthly limit for employer-provided transit benefits to $250 from $130 (the same excludable…more

Commuter Tax Benefits, Corporate Counsel, Fringe Benefits, Reimbursements

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House Transportation Committee P3 Panel Calls for Central P3 Office

Introduction & Background - On September 17, 2014, the Transportation and Infrastructure Committee’s Panel on Public-Private Partnerships, a special panel of the US House of Representatives, issued a report in which it…more

Department of Transportation, Economic Development, Infrastructure, P3s, Procurement Guidelines

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Washington State Significantly Expands Data Breach Notification Requirements

Washington State Governor Jay Inslee signed legislation making Washington among the five US states with the most rigorous data breach notification laws enacted to date. Washington joins Florida, Ohio, Vermont, and Wisconsin in…more

Breach Notification Rule, Data Breach, Governor Inslee, New Legislation

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Guidance for Incident Response Plans  

Organizations are preparing for data incidents and breaches by developing, updating, implementing, and testing incident response plans. This article provides a checklist of key components of an incident response…more

Best Management Practices, Data Breach, DOJ, NIST, Risk Assessment

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Ninth Circuit Raises The Bar For Plaintiffs Seeking Trademark Injunctions

The Ninth Circuit’s recent decision in Herb Reed Enterprises, LLC v. Florida Entertainment Management Inc. increases the burden on trademark plaintiffs seeking preliminary injunctions. The case is the first decision from a…more

eBay, Injunctions, Irreparable Harm, Trademarks

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Quirky Question #219, Is Unemployment Status a Protected Category?

Quirky Question: We recently interviewed an applicant with a very spotty resume; there were repeated gaps in his employment history which were apparent from his resume. He was not hired and called HR to complain that it…more

Protected Class, Unemployment

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Quirky Question #236, “I need some time off to give my daughter a mental boost…”

Question: We employ a very elderly lady, Agnes. In fact, she’s a great-grandmother. See has asked to take some time off under the Family and Medical Leave Act. See tells us that her daughter Beatrice is out of the…more

Employee Rights, Employer Liability Issues, FMLA

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Full Steam Ahead for the Through-Train – The Shanghai-Hong Kong Stock Connect, Part One

The Shanghai-Hong Kong Stock Connect (the “Stock Connect”), a pilot program for establishing mutual stock market access between Mainland China and Hong Kong, was announced in April 2014 by Premier Li Keqiang at the Boao Forum…more

China, Hong Kong, Hong Kong Stock Exchange, Investors, Stock Connect

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Quirky Question #259, The FMLA and the ADA: Joined at the Hip

Question: I work in my company’s HR department and we just had an employee ask for additional time off, even though we’ve already given the employee a bunch of time off we are required to under the FMLA. I wanted to say…more

ADA, Employer Liability Issues, FMLA, Health Insurance, Reasonable Accommodation

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Quirky Question #250, New York wage notice burdens lifted

Question: I am a New York employer and I have heard about some onerous requirements to furnish wage notices to all employees. Is this law taking effect soon?…more

Amended Legislation, Annual Notices, Employer Liability Issues, Wages

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FCC Sets Comment Deadlines for Notice of Proposed Rulemaking on Environmental and Historic Review Processes for Small Cell and Distributed Antenna Systems

The Federal Communications Commission (“FCC” or “Commission”) recently released a Public Notice setting comment deadlines for its September 26, 2013 Notice of Proposed Rulemaking (“NPRM”) on improving wireless facilities siting…more

Cell Towers, Environmental Policies, FAA, FCC, Infrastructure

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Public–Private Partnerships Core Toll Concessions Contract Guide

On September 10, 2014, the Federal Highway Administration (“FHWA”) published its final Model Public – Private Partnerships Core Toll Concessions Contract Guide (“Guide”) presenting key concepts for the structuring and…more

Contracting Procedures, Federal Contractors, Federal Highway Administration, Highways, Infrastructure

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Hart-Scott-Rodino Reporting Thresholds Raised

On January 17, 2014, the Federal Trade Commission announced the annual adjustment to the thresholds that trigger reporting obligations under the Hart-Scott-Rodino Act (HSR Act). Like eight of the past nine annual adjustments,…more

Acquisitions, Bazaarvoice Inc, DOJ, FTC, Hart-Scott-Rodino Act

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10-K Conundrum: 7th Circuit Holds Corporate Filings Can Lead To Employment Claims

A recent Seventh Circuit decision provides a cautionary tale for employers deciding what level of detail about litigated matters to include in publicly disclosed Securities and Exchange Commission (“SEC”) filings. The court held…more

Corporate Counsel, Discrimination, Employee Privacy Rights, Employer Liability Issues, Form 10-K

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The Amended PRC Company Law - More Flexibility in Establishing Companies (But With Conditions)

The new PRC Company Law, which took effect on March 1, 2014, overhauled long-standing registered capital requirements and streamlined the process of setting up companies in China. It simplified the requirements and process for…more

Amended Regulation, Business Formation, China, Free Trade Zone, PRC Labor Contract Laws

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Supreme Court Invalidates EPA’s Greenhouse Gas Tailoring Rule: What Now If You Own or Operate a Large Stationary Source of Greenhouse Gases?

Last Monday, the Supreme Court issued its highly-anticipated opinion in Utility Air Regulatory Group v. EPA, No. 12-1146 (June 23, 2014), partially upholding and partially invalidating EPA’s 2010 regulations governing stationary…more

Carbon Emissions, Clean Air Act, EPA, Greenhouse Gas Emissions, Power Plants

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Wellness Watch

According to reports, more than half of all businesses with over 200 employees ask employees to participate in biometric screening, and nearly 10% of them provide a financial incentive for employees to participate. As a part of…more

ADA, Affordable Care Act, Biometric Information, EEOC, Employee Benefits

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Supreme Court’s Jesinoski Ruling Provides Clarity on TILA Rescission While Creating Many Questions

On January 13, 2015, the U.S. Supreme Court settled a circuit court split regarding how and when a mortgage borrower may exercise the right of rescission under the Truth-in-Lending-Act (“TILA”) and the CFPB’s implementing…more

Bank of America, Jesinoski v Countrywide, Mortgages, Regulation Z, Rescission

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SEC Fines KBR $130,000 for Using Employee Confidentiality Agreement that Violates Dodd-Frank Whistleblower Protections

The Securities and Exchange Commission (“SEC”) has brought its first-ever enforcement action against a company for using language in confidentiality agreements that prohibits employees from speaking with the SEC without prior…more

Confidentiality Agreements, Enforcement Actions, Internal Investigations, KBR (formerly Kellogg Brown & Root), SEC

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Wellness Watch: Guidance Is (Almost) Here

In December 2014, we highlighted the challenges that employers have been facing in ensuring that their wellness programs are not in violation of the Americans with Disabilities Act (ADA), the Genetic Information…more

ADA, Affordable Care Act, DOL, EEOC, Employer Group Health Plans

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Crowdfunding: A New Way for Montana Companies to Raise Money

A new exemption passed in the Montana 2015 legislative session will allow Montana companies to use crowdfunding to offer and sell securities in Montana beginning July 1, 2015. This exemption is subject to various limitations and…more

Crowdfunding, Financing, JOBS Act, SEC, Securities

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NLRB Published Report Concerning Employee Handbook Rules and Policies

On March 18, 2015, NLRB General Counsel Richard Griffin published a Report concerning recent case developments arising in the context of employee handbook rules and policies. The thirty-page Report concludes that many…more

Employee Handbooks, Employment Policies, NLRA, NLRB, Protected Concerted Activity

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Survival of Non-Binding LOI Provisions Does Not Make Them Binding

On September 30, 2014, the Delaware Supreme Court reversed a jury verdict finding that ev3, Inc. breached its contractual obligation to the shareholders of Appriva Medical, Inc., a company purchased by ev3. In ev3, Inc. v Lesh,…more

Breach of Contract, Contract Negotiations, Integration Clauses, Letters of Intent, Merger Agreements

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Quirky Question #256, Mandating vaccines for employees?

Question: Between the flu and the current measles outbreak, we are considering imposing a requirement on each of our employees to get a flu vaccine each year and either get the MMR vaccine or provide proof that they have…more

ADA, EEOC, Employer Liability Issues, HIPAA, Vaccinations

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Crowdfunding: A New Way for Montana Companies to Raise Money

A new exemption passed in the Montana 2015 legislative session will allow Montana companies to use crowdfunding to offer and sell securities in Montana beginning July 1, 2015. This exemption is subject to various limitations and…more

Crowdfunding, Financing, JOBS Act, SEC, Securities

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Kaisa and Others Hope for a Miracle but Learn that Magic Does Not Exist

Kaisa Developments - The recent financial crisis of Kaisa Group Holdings Ltd. (“Kaisa”), a large-scale Chinese property developer listed on the Hong Kong Stock Exchange (“SEHK”), continues to be in the headlines. The…more

China, Hong Kong Stock Exchange, Real Estate Development, Real Estate Investments

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Certain Dependent Spouses of H-1B Workers Will Become Eligible for Employment Authorization Effective May 26, 2015

The U.S. Citizenship and Immigration Services (USCIS) amended the regulations to allow certain H-4 dependent spouses to work in the United States. This is excellent news, particularly for spouses of H-1B workers from India and…more

China, Employment Authorization Document, H-1B, H-4 Spouses, India

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Open Sesame? Not for now, Alibaba – Part 1

For months Alibaba Group Holding Limited (“Alibaba”) had tried to convince the Stock Exchange of Hong Kong Limited (“SEHK”) that they should open their doors to the internet giant. Alibaba had proposed a system through which a…more

Alibaba, Corporate Governance, Hong Kong Stock Exchange, IPO, Shareholders

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IRS Publishes Final Guidance for Tax-Exempt Hospitals Regarding Section 501(r) Compliance

On December 29, 2014, the Internal Revenue Service (“IRS”) released final regulations pertaining to Section 501(r) of the Internal Revenue Code of 1986, as amended (the “Code”). The final regulations may be found here (“Final…more

CHNA, Final Rules, Healthcare, Hospitals, IRC

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Supreme Court Sides with DOL and Overturns Longstanding DC Circuit Ruling Under Administrative Procedure Act

Perez v. Mortgage Bankers Assn., No. 13 1041: On Monday, March 9, 2015, the Court ruled that a longstanding decision from the DC Circuit under the Administrative Procedure Act (“APA”) was incorrectly decided in contravention to…more

Administrative Procedure Act, DOL, Exempt-Employees, FLSA, Mortgage Servicers

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Minnesota Issues Revenue Notice Regarding Apportionment of Compensation Paid to Nonresident Corporate Board Members

On August 25, 2014, the Minnesota Department of Revenue released Revenue Notice 14-02, which provides an alternative method of apportioning compensation earned by certain corporate directors who are not residents of Minnesota…more

Apportionment, Board of Directors, Directors, Executive Compensation, Income Taxes

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Quirky Question #223, Meal Periods Outside California

We have offices in 13 states, a headquarters in Iowa and a manufacturing facility in Alaska. Several employees have used our “open suggestion box” to request that we allow them to work through lunch so they can go home earlier…more

On-Duty Meal Period Waivers, Rest and Meal Break, Wage and Hour

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Supreme Court Issues Decision in Young v. UPS: A Duty To Accommodate Pregnant Employees?

The Supreme Court of the United States recently issued its decision in Young v. United Parcel Service, Inc.. Vacating and remanding the Fourth Circuit’s decision, the Court concluded that the Pregnancy Discrimination Act (“PDA”)…more

Essential Functions, PDA, Pregnancy Discrimination, Reasonable Accommodation, SCOTUS

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Organic Internet Growth: New .ORGANIC Domain Names Launch

If an organic standards body has approved you or your product, you are likely eligible to register an .organic domain name. Interested brand owners should apply as soon as possible and before the sunrise period closes on…more

Domain Names, Farms, Food Manufacturers, gTLD, Internet Retailers

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Website Blocking Orders - A New Tool in the Fight Against Online Trade in Counterfeit Goods

There are many ways in which online trade in counterfeit goods can be tackled. Unfortunately, they are often ineffective and in many cases expensive…more

Copyright, Counterfeiting, EU, Internet, UK

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Ninth Circuit Reinforces that Arbitration Agreements Will be Enforced

Ashbey was employed from December 1996 until November 2010, when he was discharged. He started with Archstone as a service technician and was promoted to regional service manager. In 2009, Ashbey signed a document titled,…more

Arbitration, Arbitration Agreements, Discrimination, Title VII

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Organic Internet Growth: New .ORGANIC Domain Names Launch

If an organic standards body has approved you or your product, you are likely eligible to register an .organic domain name. Interested brand owners should apply as soon as possible and before the sunrise period closes on…more

Domain Names, Farms, Food Manufacturers, gTLD, Internet Retailers

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U.S. Supreme Court Reaffirms the Doctrine of Tribal Sovereign Immunity in Bay Mills Decision

On Tuesday, the U.S. Supreme Court issued a decision, highly anticipated by Indian tribes and Indian law practitioners, in Michigan v. Bay Mills Indian Community, et al. In a 5-4 split, the Court reaffirmed the doctrine of…more

Casinos, Indian Gaming, Michigan v Bay Mills Indian Cmty, SCOTUS, Sovereign Immunity

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The Uphill Climb Continues for Privacy Class Actions: Ninth Circuit Affirms Dismissal of Claims Against Facebook, Zynga

On May 8, 2014, the U.S. Court of Appeals for the Ninth Circuit affirmed the U.S. District Court for the Northern District of California’s decision to dismiss with prejudice consolidated consumer class-action claims against the…more

Class Action, Corporate Counsel, Dismissals, ECPA, Electronic Communications

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IRS Begins 409A Audit Initiative

IRS representatives have recently announced that the IRS has begun a compliance initiative project to check compliance with section 409A of the Internal Revenue Code (“409A”)…more

Audits, Compliance, Deferred Compensation, IRS, Section 409A

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Utah Legislature Expands Antidiscrimination Laws to Address LGBT and Religious Rights

Last night, the Utah House passed landmark legislation (the "Act") already approved by the Senate that modifies Utah's antidiscrimination and fair housing acts to provide protection for lesbian, gay, bisexual, and transgender…more

Adverse Employment Action, Anti-Discrimination Policies, Boy Scouts, Employee Handbooks, Employer Liability Issues

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Quirky Question #254, Foreign currency fluctuations and expat employees

Question: I am an HR manager working for a US company that sends employees on long term assignment abroad. One of our senior assignees recently rang me to say how worried he is about Greek politics and the potential…more

Compensation & Benefits, Currency Fluctuation, Expatriates, Foreign Currency, Multinationals

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US China Trade War-Trade, Trade Adjustment, 337/IP, Products Liability

As you may know, the blog posts are getting longer and longer as more trade and other actions take place against China. Because of the length, I, therefore, am breaking this post into two parts. This first post covers Trade,…more

Antidumping Duties, China, Countervailing Duties, Energy Policy, Energy Sector

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Minnesota Issues Revenue Notice Regarding Apportionment of Compensation Paid to Nonresident Corporate Board Members

On August 25, 2014, the Minnesota Department of Revenue released Revenue Notice 14-02, which provides an alternative method of apportioning compensation earned by certain corporate directors who are not residents of Minnesota…more

Apportionment, Board of Directors, Directors, Executive Compensation, Income Taxes

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IRS Publishes Final Guidance for Tax-Exempt Hospitals Regarding Section 501(r) Compliance

On December 29, 2014, the Internal Revenue Service (“IRS”) released final regulations pertaining to Section 501(r) of the Internal Revenue Code of 1986, as amended (the “Code”). The final regulations may be found here (“Final…more

CHNA, Final Rules, Healthcare, Hospitals, IRC

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Message from New York Court: Rely on CGL Policy Coverage for Data Breaches at Your Own Peril

A New York trial court announced a decision on February 21, 2014, that may be a harbinger of wide-reaching limitations on insurance coverage for data breaches under commercial general liability (CGL) policies. The court’s…more

Commercial General Liability Policies, Cyber Insurance, Cybersecurity, Data Breach, FBI

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Supreme Court Issues Decision in Young v. UPS: A Duty To Accommodate Pregnant Employees?

The Supreme Court of the United States recently issued its decision in Young v. United Parcel Service, Inc.. Vacating and remanding the Fourth Circuit’s decision, the Court concluded that the Pregnancy Discrimination Act (“PDA”)…more

Essential Functions, PDA, Pregnancy Discrimination, Reasonable Accommodation, SCOTUS

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SEC Releases Long Awaited Rules on Regulation A+

On December 18, the Securities and Exchange Commission released their long-awaited proposed rules on Regulation A+. The proposed rules, which are intended to increase access to the capital markets for smaller issuers, were…more

Blue Sky Laws, JOBS Act, Preemption, Regulation A, Reporting Requirements

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3 Fundraising Mistakes Startup Entrepreneurs Make (and How to Avoid Them)

Some startups want to tout big fundraising numbers. Resist that urge. Focus on a smart valuation and return focus to the product…more

Business Formation, Fundraisers, Legal Perspectives, Startups, Venture Capital

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Kaisa and Others Hope for a Miracle but Learn that Magic Does Not Exist

Kaisa Developments - The recent financial crisis of Kaisa Group Holdings Ltd. (“Kaisa”), a large-scale Chinese property developer listed on the Hong Kong Stock Exchange (“SEHK”), continues to be in the headlines. The…more

China, Hong Kong Stock Exchange, Real Estate Development, Real Estate Investments

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Aereo’s Antenna Arrays and Streaming of Broadcast Programming to Individual Subscribers Found Infringing

In a significant victory for the broadcast industry, the Supreme Court has held in a 6-3 decision that Aereo’s TV streaming service is a public performance within the meaning of the Copyright Act. Aereo operates massive antenna…more

ABC, ABC v Aereo, Aereo, Broadcasting, Cable Television Providers

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10-K Conundrum: 7th Circuit Holds Corporate Filings Can Lead To Employment Claims

A recent Seventh Circuit decision provides a cautionary tale for employers deciding what level of detail about litigated matters to include in publicly disclosed Securities and Exchange Commission (“SEC”) filings. The court held…more

Corporate Counsel, Discrimination, Employee Privacy Rights, Employer Liability Issues, Form 10-K

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2014 Changes to the Minnesota Business Corporation Act

On April 25, 2014, Governor Mark Dayton signed House Bill H.F. No. 2190, which makes a number of changes to Chapter 302A of the Minnesota Statutes, the Minnesota Business Corporation Act (the “MBCA”). These changes will go into…more

Corporate Conversions, Corporations Code, Cross-Border, Dissenters Rights, Mergers

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Monumental Change Announced for Alaska Native Tribes—BIA will Allow Alaskan Land to be Taken into Trust

On December 19, 2014, the Bureau of Indian Affairs announced the promulgation of a final rule that will allow land to be taken into trust for federally-recognized tribes in Alaska. Allowing trust lands in Alaska is a seismic…more

Alaska, Bureau of Indian Affairs, Economic Development, Final Rules, Indian Tribal Trusts

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Good Faith in Government Contracting: Board of Contract Appeals Adheres to Reasonableness Standard Revived by the Federal Circuit in Metcalf Construction v. U.S.

Ever since the Federal Circuit’s 2010 decision in Precision Pine & Timber, Inc. v. U.S., the controlling standard for the government’s duty of good faith and fair dealing has been in flux. Prior to Precision Pine, it was…more

Commercial Contracts, Covenant of Good Faith and Fair Dealing, Federal Contractors, Governmental Liability, Reasonableness Factors

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D.C. Circuit grants petition for mandamus and strongly reaffirms attorney-client privilege for internal investigations

The attorney-client privilege has long protected attorney-client communications made during the course of an internal investigation. Upjohn Co. v. United States, 449 U.S. 383 (1983). Of course, the privilege encourages “full and…more

Attorney-Client Privilege, Internal Investigations, Investigations, Upjohn Warnings, Writ of Mandamus

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Message from New York Court: Rely on CGL Policy Coverage for Data Breaches at Your Own Peril

A New York trial court announced a decision on February 21, 2014, that may be a harbinger of wide-reaching limitations on insurance coverage for data breaches under commercial general liability (CGL) policies. The court’s…more

Commercial General Liability Policies, Cyber Insurance, Cybersecurity, Data Breach, FBI

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SEC Issues Proposed Rules for Director, Officer and Employee Hedging Disclosures

On February 9, the Securities and Exchange Commission proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires annual meeting proxy statement disclosure of a…more

Annual Meeting, Dodd-Frank, Hedging, Proposed Regulation, Proxy Statements

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Utah Legislature Expands Antidiscrimination Laws to Address LGBT and Religious Rights

Last night, the Utah House passed landmark legislation (the "Act") already approved by the Senate that modifies Utah's antidiscrimination and fair housing acts to provide protection for lesbian, gay, bisexual, and transgender…more

Adverse Employment Action, Anti-Discrimination Policies, Boy Scouts, Employee Handbooks, Employer Liability Issues

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A Constitutional Challenge to a Different Kind of Gun Control Legislation

A lawsuit was filed earlier this week which challenges the constitutionality of Cal. Penal Code § 26820, a California statute aimed at regulating the sale of guns. Tracy Rifle & Pistol LLC v. Harris (E.D. Cal. filed Nov. 10,…more

First Amendment, Gun Laws, Second Amendment

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SEC Playing Bigger Role in Cybersecurity

Besides clarifying disclosure requirements,the agency is prompting companies to take proactive steps. Cybersecurity threats have reached a point where they cannot go ignored by any government agency, even the U.S…more

Cybersecurity, Data Protection, HITECH, Popular, SEC

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Quirky Question #256, Mandating vaccines for employees?

Question: Between the flu and the current measles outbreak, we are considering imposing a requirement on each of our employees to get a flu vaccine each year and either get the MMR vaccine or provide proof that they have…more

ADA, EEOC, Employer Liability Issues, HIPAA, Vaccinations

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Quirky Question #228, E-Cigarettes: To Vape or Not to Vape at the Workplace”

Our California company has a no smoking policy but had not thought to include a ban on e-cigarettes, as we had not experienced any problems with them at the workplace until now. A handful of our employees use e-cigarettes…more

E-Cigarettes, Employer Liability Issues, Employment Policies, Starbucks, Wal-Mart

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SEC Issues Regulation A+ Rules; Increases Access to Capital Markets for Smaller Issuers

On March 25th, the Securities and Exchange Commission (the “SEC”) adopted new rules to amend Regulation A under the Securities Act of 1933, as amended (the “Securities Act”). The new rules, referred to as “Regulation A+,” were…more

Capital Formation, Emerging Growth Companies, IPO, JOBS Act, New Regulations

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Supreme Court Requires Review Of EEOC Conciliation Effort

Before suing an employer for discrimination, the Equal Employment Opportunity Commission (“EEOC”) must try to remedy unlawful workplace practices through informal methods of conciliation. The EEOC sued Mach Mining in federal…more

Conciliation, EEOC, Employer Liability Issues, Enforcement Actions, Good Faith

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Quirky Question #250, New York wage notice burdens lifted

Question: I am a New York employer and I have heard about some onerous requirements to furnish wage notices to all employees. Is this law taking effect soon?…more

Amended Legislation, Annual Notices, Employer Liability Issues, Wages

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7 Intellectual Property Mistakes Startup Entrepreneurs Often Make

What’s the biggest mistake startup entrepreneurs make with respect to their intellectual property, and what can they do to fix it? That’s the question we recently put to IP attorneys writing on JD Supra, knowing that the…more

Business Formation, Copyright, First-to-File, Legal Perspectives, Patents

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OFCCP Publishes Final Rule Prohibiting Discrimination against LGBT Employees of Federal Contractors

On December 9, 2014, the Office of Federal Contract Compliance Programs published its Final Rule implementing Executive Order 13672, which extended protection against workplace discrimination to lesbian, gay, bisexual and…more

Barack Obama, Executive Orders, Federal Contractors, Final Rules, Gender Discrimination

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Alice’s Patent Invalidated as “Abstract,” But Court Declines to Articulate Standard Applicable across Industries

In deciding Alice Corp. v. CLS Bank International, the Supreme Court Thursday invalidated Alice’s patent to software for intermediated settlement of transactions – finding the patent claimed nothing more than a general computer…more

Alice Corporation, CLS Bank, CLS Bank v Alice Corp, Mayo v. Prometheus, Patent Litigation

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Ninth Circuit Affirms FTC’s Challenge to Provider Acquisition as Anticompetitive Despite Defense that the Transaction’s Goals Aligned with the Affordable Care Act

Competitive effects still matter in healthcare mergers, even in the face of a transaction’s claimed improvements in patient outcomes through integrated care and risk-based reimbursement consistent with the goals of the…more

Affordable Care Act, Antitrust Litigation, FTC, Hospital Mergers, Mergers

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Anti-Corruption Digest - April 2014

Welcome to Dorsey & Whitney’s monthly Anti-Corruption Digest. Anti-corruption enforcement crosses boundaries like no other, so keeping up to date is more important than ever. In this digest, we draw together news of enforcement…more

Anti-Corruption, Chief Compliance Officers, Compliance, Corruption, Enforcement

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IRS Issues Notice Addressing Impact of the Tribal General Welfare Exclusion Act of 2014 on Existing IRS Guidance

On April 16, 2015, the IRS released Notice 2015-34 clarifying the effect of the Tribal General Welfare Exclusion Act of 2014, Pub. L. No. 113-168, 128 Stat. 1883 (2014) (the “Act”), which added new Section 139E to the Internal…more

General Welfare Exclusion, IRS, Native American Issues, Revenue Procedure 2014-35, Tribal Government Programs

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Full Disclosure in Advertising – Recent Guidance from the FTC

Enforcement efforts by the Federal Trade Commission in the area of false advertising have long emphasized the importance of disclosing material facts relevant to advertising claims to ensure that messages communicated to the…more

Advertising, Consent Order, Disclosure, Enforcement Actions, Facebook

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Ultramercial: Software Patent Invalidated After Application of Alice, Patent Eligibility Becoming Threshold Question for Litigation

The Federal Circuit recently applied Alice Corp. v. CLS Bank to invalidate all claims of a patented method for advertising over the Internet in Ultramercial, Inc. v. Hulu, LLC (Fed. Cir. November 14, 2014). Like the Supreme…more

CLS Bank v Alice Corp, Online Advertisements, Patent Litigation, Patent-Eligible Subject Matter, Patents

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Monumental Change Announced for Alaska Native Tribes—BIA will Allow Alaskan Land to be Taken into Trust

On December 19, 2014, the Bureau of Indian Affairs announced the promulgation of a final rule that will allow land to be taken into trust for federally-recognized tribes in Alaska. Allowing trust lands in Alaska is a seismic…more

Alaska, Bureau of Indian Affairs, Economic Development, Final Rules, Indian Tribal Trusts

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Alice v. CLS Bank Applied Broadly by the Federal Circuit

On Friday, the Federal Circuit released its first opinion citing the Supreme Court’s June 2014 decision in Alice Corp. v. CLS Bank. This opinion is significant because it shows how the Federal Circuit intends to follow the clear…more

Alice Corporation, Bilski, CLS Bank v Alice Corp, Mayo v. Prometheus, Patent Litigation

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London Court Of International Arbitration – New Rules Take Effect

As of 1 October 2014, the London Court of International Arbitration’s (LCIA) new rules (the LCIA Arbitration Rules 2014) take effect bringing about wholesale changes to the powers of LCIA arbitrators. The rules retain…more

Arbitration, Arbitrators, LCIA, UK

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The Continuing Far Reach of the False Claims Act

Since 2009, when Congress preserved and expanded the reach of the False Claims Act (“FCA”) through the Fraud Enforcement and Recovery Act (“FERA”), Government contractors have seen a vast increase in FCA lawsuits and questions…more

Cisco, E-Rates, Enforcement, False Claims Act, FCC

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Kaisa and Others Hope for a Miracle but Learn that Magic Does Not Exist

Kaisa Developments - The recent financial crisis of Kaisa Group Holdings Ltd. (“Kaisa”), a large-scale Chinese property developer listed on the Hong Kong Stock Exchange (“SEHK”), continues to be in the headlines. The…more

China, Hong Kong Stock Exchange, Real Estate Development, Real Estate Investments

See All Updates »

IRS Publishes Final Guidance for Tax-Exempt Hospitals Regarding Section 501(r) Compliance

On December 29, 2014, the Internal Revenue Service (“IRS”) released final regulations pertaining to Section 501(r) of the Internal Revenue Code of 1986, as amended (the “Code”). The final regulations may be found here (“Final…more

CHNA, Final Rules, Healthcare, Hospitals, IRC

See All Updates »

Post Limelight v. Akamai, Are Multi-actor Method Patent Claims D.O.A.?

The Supreme Court’s decision in Limelight v. Akamai yesterday requires a single actor, direct infringer to exist as a prerequisite to any finding of direct or indirect infringement. This decision, in view of the Federal…more

Akamai Technologies, Direct Infringement, E-Commerce, En Banc Review, Induced Infringement

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2014 Amendments to the Delaware General Corporation Law

On July 15, 2014, Delaware Governor Jack Markell signed Delaware House Bill No. 329, which makes a number of noteworthy changes to the Delaware General Corporation Law. The 2014 amendments address: (1) mergers under DGCL Section…more

Corporate Governance, Delaware General Corporation Law, Proposed Amendments

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2014 Changes to the Minnesota Business Corporation Act

On April 25, 2014, Governor Mark Dayton signed House Bill H.F. No. 2190, which makes a number of changes to Chapter 302A of the Minnesota Statutes, the Minnesota Business Corporation Act (the “MBCA”). These changes will go into…more

Corporate Conversions, Corporations Code, Cross-Border, Dissenters Rights, Mergers

See All Updates »

Supreme Court’s Jesinoski Ruling Provides Clarity on TILA Rescission While Creating Many Questions

On January 13, 2015, the U.S. Supreme Court settled a circuit court split regarding how and when a mortgage borrower may exercise the right of rescission under the Truth-in-Lending-Act (“TILA”) and the CFPB’s implementing…more

Bank of America, Jesinoski v Countrywide, Mortgages, Regulation Z, Rescission

See All Updates »

Supreme Court Rejection of Duty of Prudence Presumption—What Does it Mean for Retirement Plans?

On June 25, 2014, the Supreme Court, in a unanimous decision, ruled in Fifth Third Bancorp v. Dudenhoeffer that there is no “presumption” of prudence extended to fiduciaries of employer stock ownership plans (“ESOPs”) in their…more

ERISA, ESOP, Fiduciary Duty, FIfth Third Bancorp v Dudenhoeffer, Fifth Third Mortgage Company

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Ninth Circuit Raises The Bar For Plaintiffs Seeking Trademark Injunctions

The Ninth Circuit’s recent decision in Herb Reed Enterprises, LLC v. Florida Entertainment Management Inc. increases the burden on trademark plaintiffs seeking preliminary injunctions. The case is the first decision from a…more

eBay, Injunctions, Irreparable Harm, Trademarks

See All Updates »

“Natural” Clones Are Ineligible for Patent Protection

Last week, in In re Roslin Institute (Edinburgh), the Federal Circuit affirmed the rejection by the United States Patent and Trademark Office (USPTO) of product claims covering cloned mammals. This case relates to Dolly,…more

DNA, Genetic Materials, Patent-Eligible Subject Matter, Patents, Roslin

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Obama Administration Announces Historic Easing of Economic Sanctions Against Cuba

On December 17, 2014, the Obama Administration announced the prospective easing of some restrictions in the U.S. economic embargo on Cuba (the “Economic Sanctions”). The Obama Administration had laid the groundwork for lifting…more

Barack Obama, Cuba, Foreign Relations, Sanctions

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Supreme Court Lowers the Bar for Prevailing Parties to Recover Attorney Fees in Patent Litigation

Two decisions handed down by the United States Supreme Court on April 29 will make it easier for a party wrongfully sued for patent infringement to recover attorney fees. As such, the decisions have the potential to…more

Attorney's Fees, Exceptional Case, Highmark v. Allcare, Octane Fitness v. ICON, Patent Litigation

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Second Circuit Rules Unintended UCC Termination Statement Was Authorized

When terminating a financing statement, it is necessary to be certain that other financing statements are not unintentionally released, according to an opinion last week of the Second Circuit Court of Appeals. The effect of not…more

Commercial Bankruptcy, General Motors, Perfected Security Interest, Secured Debt, Secured Lenders

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Supreme Court Lowers the Bar for Prevailing Parties to Recover Attorney Fees in Patent Litigation

Two decisions handed down by the United States Supreme Court on April 29 will make it easier for a party wrongfully sued for patent infringement to recover attorney fees. As such, the decisions have the potential to…more

Attorney's Fees, Exceptional Case, Highmark v. Allcare, Octane Fitness v. ICON, Patent Litigation

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IRS Issues Notice Addressing Impact of the Tribal General Welfare Exclusion Act of 2014 on Existing IRS Guidance

On April 16, 2015, the IRS released Notice 2015-34 clarifying the effect of the Tribal General Welfare Exclusion Act of 2014, Pub. L. No. 113-168, 128 Stat. 1883 (2014) (the “Act”), which added new Section 139E to the Internal…more

General Welfare Exclusion, IRS, Native American Issues, Revenue Procedure 2014-35, Tribal Government Programs

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No Password for You: California Enacts Social Media Privacy Laws Affecting Employers and Postsecondary Educational Institutions

Addressing a recent hot topic regarding the forced disclosure of social media passwords and/or content as part of the employment application process, California has promptly resolved the issue legislatively. Effective January 1,…more

Educational Institutions, Hiring & Firing, Passwords, Right to Privacy, Social Media

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IRS Publishes Two Notices with Additional Guidance for Tax-Exempt Hospitals Regarding Section 501(r) Compliance

On December 30, 2013, the Internal Revenue Service (“IRS”) released two notices related to Section 501(r) of the Internal Revenue Code of 1986, as amended (the “Code”) which should be of interest to tax-exempt hospitals. The…more

Exempt Organizations, Healthcare, Hospitals, IRS

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Ninth Circuit Reinforces that Arbitration Agreements Will be Enforced

Ashbey was employed from December 1996 until November 2010, when he was discharged. He started with Archstone as a service technician and was promoted to regional service manager. In 2009, Ashbey signed a document titled,…more

Arbitration, Arbitration Agreements, Discrimination, Title VII

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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

Contractors, FMR LLC, Lawson v FMR, Sarbanes-Oxley, SCOTUS

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Supreme Court’s Jesinoski Ruling Provides Clarity on TILA Rescission While Creating Many Questions

On January 13, 2015, the U.S. Supreme Court settled a circuit court split regarding how and when a mortgage borrower may exercise the right of rescission under the Truth-in-Lending-Act (“TILA”) and the CFPB’s implementing…more

Bank of America, Jesinoski v Countrywide, Mortgages, Regulation Z, Rescission

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SEC Fines KBR $130,000 for Using Employee Confidentiality Agreement that Violates Dodd-Frank Whistleblower Protections

The Securities and Exchange Commission (“SEC”) has brought its first-ever enforcement action against a company for using language in confidentiality agreements that prohibits employees from speaking with the SEC without prior…more

Confidentiality Agreements, Enforcement Actions, Internal Investigations, KBR (formerly Kellogg Brown & Root), SEC

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Contact

50 South Sixth Street Suite 1500
Minneapolis, MN 55402-1498, United States

  • (612) 340-2600
  • (612) 340-2868

Areas of Practice
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Class Action
  • Commercial Law & Contracts
  • Communications & Media Law
  • Construction Law
  • Criminal Law
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Government
  • Health
  • Immigration Law
  • Indigenous Peoples
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Privacy
  • Products Liability
  • Professional Malpractice
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Wills, Trusts, & Estate Planning
  • Zoning, Planning & Land Use
See more
Locations
Other U.S. Locations
  • Alaska
  • California
  • Colorado
  • D.C.
  • Delaware
  • Iowa
  • Minnesota
  • Montana
  • New York
  • North Dakota
  • Utah
  • Washington
Other Countries
  • Canada
  • China
  • Hong Kong
  • United Kingdom
Number of Attorneys

100+ Attorneys

This profile may constitute attorney advertising. Prior results do not guarantee a similar outcome. Any correspondence with this profile holder does not constitute a client/attorney relationship. Neither the content on this profile nor transmissions between you and the profile holder through this profile are intended to provide legal or other advice or to create an attorney-client relationship.

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