Snell & Wilmer

One Arizona Center, 400 East Van Buren Street Suite 1900
Phoenix, Arizona 85004-2202, United States

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U.S. Supreme Court Expands Whistleblower Protections for Employees of Private Companies

In an opinion issued on March 4, 2014, the U.S. Supreme Court extended the whistleblower protections of the Sarbanes-Oxley Act to employees of private companies that do business with public companies, such as investment…more

Lawson v FMR, Sarbanes-Oxley, SCOTUS, Subcontractors, Whistleblower Protection Policies

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FDA Draft Guidance Aims to Clarify Appropriate Character-Space-Limited Social Media Use by Drug and Device Firms: Part One of Two

As technology continues to evolve, so do the ways in which patients and healthcare providers obtain information pertaining to medical products regulated by the Food and Drug Administration (FDA). Thomas Abrams, Director of the…more

Draft Guidance, Drug Manufacturers, FDA, Healthcare Providers, Internet

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D.C. Circuit Validates EPA’s Consultation Process for Reviewing Clean Water Act Permits

On July 11, 2014, the United States Court of Appeals for the District of Columbia Circuit upheld the United States Environmental Protection Agency’s (EPA) “Enhanced Coordination Process,” which was developed with the United…more

Appeals, Clean Water Act, Coal Mines, Enhanced Coordination Process, EPA

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Under Construction - June 2013: Colorado’s Anti-Indemnity and Additional Insured Law

The Colorado anti-indemnity statute significantly affects the enforceability of indemnification provisions in Colorado construction contracts. With some limited exceptions, construction contracts imposing broad indemnity…more

Additional Insured, Choice-of-Law, Contract Drafting, Contract Interpretation, Indemnification

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Senate Bill 165: Transferable Tax Credits for Film Industry

The film industry is a very exciting business and requires the involvement of many individuals and entities to complete a production. Bringing a commercial or full-feature film to millions of viewers is dependent upon the…more

Film Tax Credits, Movies, New Legislation

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On a Collision Course: How Domain Name Collision Could be Your Biggest Security Threat

We are barely a month into 2014 and one of the news stories that is likely to be most memorable for the year is the Target security breach that resulted in upwards of 70 million customers’ personal information being disclosed…more

Cybersecurity, Data Breach, Data Protection, Data Theft, Domain Names

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Final Wellness Rules May Require Review of Existing Wellness Programs

Final wellness regulations were issued by the Departments of Treasury, Labor, and Health and Human Services (the “Departments”) on June 3, 2013 and apply to employer-sponsored group health plans for plan years beginning on or…more

Affordable Care Act, DOL, Employer Group Health Plans, Employer Mandates, Healthcare

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High Court's Clear and Loud Voice on Forum-Selection Clauses: Enforce Them

Last Tuesday, the U.S. Supreme Court unanimously held, in Atlantic Marine Construction Co. v. United States Dist. Ct., et al., No.-12-929 (December 3, 2013), that district courts must give valid forum-selection clauses…more

Enforcement, Forum, Forum Selection Clause, SCOTUS

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Warrantless Searches of Electronic Communication

Recent news about federal executive agencies obtaining information on private citizens without warrants has many Americans concerned about an erosion of civil liberties. Both the Internal Revenue Service (IRS) and the National…more

Email, Fourth Amendment, IRS, NSA, Right to Privacy

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Integrated Health in Limbo After U.S. District Court Decision

In January, a U.S. District Court judge for the District of Idaho ordered St. Luke’s Health System Ltd. (St. Luke’s) to unwind a recent acquisition of a physician group because the deal violated federal and state antitrust laws…more

Acquisitions, Antitrust Litigation, Healthcare, Hospitals, St. Luke's

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Doing Business In Arizona - A Legal Guide

Contents: Part I: A Brief Factual Look at Arizona: - Population and Job Growth - Personal Income - Exports - Leading Industries - Location - Business Costs - Labor Force - Education - Government -…more

Business Ownership

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“CEQA-in-Reverse” Case Headed for the California Supreme Court

“CEQA-in-Reverse” - Real estate developers, public agencies and private businesses involved in land development or redevelopment may soon have to contend with a new far-reaching interpretation of the California…more

CEQA, Contractors, Environmental Impact Report, Environmental Policies, Land Developers

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Invalidating Patents Through Inter Partes Review

In the nine and a half months since its creation, the U.S. Patent and Trademark Office's (USPTO's) new inter partes review proceedings have become a popular way to attempt to invalidate a patent. As of June 25, 2013, at least…more

Inter Partes Reexamination, Patents

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Corporate Communicator - Summer 2014

Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010) added Section 13(p) to the Securities Exchange Act of 1934, as amended (the Exchange Act), mandating that the SEC adopt regulations relating to…more

Conflict Mineral Rules, Disclosure Requirements, Dodd-Frank, En Banc Review, First Amendment

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Colorado Supreme Court Clears Ballot Initiative Aimed at Bolstering Local Control of Oil and Gas Drilling

On June 30, the Colorado Supreme Court issued its opinion In the Matter of the Title, Ballot Title, and Submission Clause for 2013–2014 #89[1] (Initiative 89). In affirming the finding of the state’s Ballot Title Setting Board…more

Natural Resources, Oil & Gas

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Opening Statement: Our Members Share Their Secrets for Success

Two of my recent columns in Litigation— “Five Traits of the Best Lawyers I Know” (Fall 2013) and “Fourteen Tips to Make You a Better Litigator” (Spring 2014)— invited Section members to share your own practical tips for success…more

Professional Development, Trial Plan, Young Lawyers

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ABOR Fences Out a Property Owner’s Quiet Title Action

In May of last year, the Arizona Court of Appeals determined that “the statute of limitations does not run against a plaintiff in possession who brings a quiet title action purely to remove a cloud on the title to his property.”…more

Action to Quiet Title, Property Owners

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California’s Wage Orders: Landmines and Goldmines

Originally published in the Orange County Lawyer magazine - June issue, Vol. 54 No. 6 (pages 12-13). All California employers must comply with a multitude of wage and hour laws that go well beyond setting minimum wages and…more

Class Action, Exempt-Employees, IWC, Misclassification, Non-Exempt Employees

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Common Sense Prevails as D.C. Circuit Applies Upjohn in Vacating District Court Order to Produce Investigation Reports

Government contractors and other companies subject to internal investigation requirements won some relief from the United States Court of Appeals for the D.C. Circuit on June 26 with a decision that firmly reiterated that…more

Appeals, Attorney-Client Privilege, Compliance, Confidential Communications, Contractors

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P3 101— Is Your Local Legal Team Ready to Help on a P3 Project?

For many U.S. construction businesses, the term “P3” may conjure images of “the big catch”—much discussed but rarely seen, at least not at your fishing hole. While the public-private partnership model has long been used in…more

Due Diligence, P3s, Public-Private Partnerships

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Debt Recovery & Collection: USA

Originally published in Lawyer-Monthly.com - Legal Focus, November 2012. Looking further into the issues surrounding debt recovery and collection, Lawyer Monthly turns its attention towards the US and speaks to Laura Ellen…more

Creditors' Rights, Debt Settlement Services

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Under Construction - December 2012

In This Issue: Letter from the Editor; Colorado Construction Law Developments in 2012; Arizona Court of Appeals Issues Decision Related to the Application of the Statute of Repose and Economic Loss Doctrine for Subsequent…more

Airspace, Construction Contracts, Construction Cranes, Construction Defects, Duty to Defend

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Steering Away the Trojan Horse: Lessons from Worksite Enforcement Actions

The estimated number of illegal immigrants in the United States exceeded 11 million as of 2011, and many reports state that number has grown since then. Tying numbers to economic conditions, more recent studies report that…more

Employee Rights, Enforcement Actions, ICE, Immigrants, Immigration and Nationality Act

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Rethinking COBRA After Health Care Reform

The Health Care Reform Act made many changes to health plans, but one thing it did not do was expressly eliminate or change the COBRA rules. Although health care reform does not expressly change COBRA, it does, in many ways,…more

Affordable Care Act, COBRA, DOL, Employer Mandates, Health Insurance

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Doing Business In Arizona - A Legal Guide

Contents: Part I: A Brief Factual Look at Arizona: - Population and Job Growth - Personal Income - Exports - Leading Industries - Location - Business Costs - Labor Force - Education - Government -…more

Business Ownership

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California Foreclosure Update: New registration requirements for foreclosed properties may lead to penalties, fines for lenders

Originally published in Western Real Estate Business, October 2012. The economic downturn has resulted in a record number of foreclosures in California. Many property owners have simply abandoned these foreclosed…more

Abandoned Property, Foreclosure, Lenders, Local Ordinance, Nuisance

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Supreme Court Invalidates Voting Rights Act Formula: Arizona and Other Covered Jurisdictions Are No Longer Subject to the Preclearance Requirement

The United States Supreme Court (the Court) struck down part of the Voting Rights Act (the Act) this week, freeing nine states, including Arizona, and dozens of counties from federal oversight of their voting laws…more

Coverage Formula, Preclearance, SCOTUS, Shelby v Holder, Voting Rights Act

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Arizona Soon to Recognize For-Profit, Positive Impact Corporations Known As Benefit Corporations

Legislation enabling a new type of corporate legal entity in Arizona – the benefit corporation – takes effect January 1, 2015. A benefit corporation is distinguished from other for-profit corporations because it is required by…more

Benefit Corporations, New Legislation, Public Benefit Corporation, Shareholders

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U.S. Bureau of Reclamation Releases Updated Operation Plan for Colorado River System Reservoirs

On August 13, 2014, the United States Bureau of Reclamation (Reclamation) released its latest Operation Plan for Colorado River System Reservoirs 24-Month Study. The study projects operations and water releases for major…more

Bureau of Reclamation, Reclamation, Water, Water Supplies

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A Glimmer of Hope for Condominium Developers

On September 26, 2013, the House of Representatives took a major step in simplifying the sale and lease process for condominium developments, voting 410/0 in favor of H.R. 2600, introduced by New York Republican Congresswoman,…more

Condominiums, Disclosure Requirements, Housing Developers, ILSA, Leases

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Additional Exhaustion of Administrative Remedies Requirements for Industries Governed by Federal Transportation Laws

The requirement for an employee to exhaust administrative remedies may go beyond filing a charge with the Equal Employment Opportunity Commission (“EEOC”) and state employment agencies. Industry-specific exhaustion requirements…more

ADA, Administrative Remedies, Department of Transportation, Discrimination, EEOC

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SEC Update

PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014…more

Board of Directors, Clawbacks, Conflict Mineral Rules, Corporate Governance, Disclosure Requirements

See All Updates »

General Counsel of the NLRB Opens the Door for Franchisors to be Liable for the Actions of their Franchisees

In a directive that has rocked the franchise world, the National Labor Relations Board (NLRB or the Board) Office of the General Counsel determined that McDonald’s USA, LLC, as the franchisor, could potentially be held liable…more

Employer Liability Issues, FLSA, FMLA, Franchises, Joint Employers

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Give Me Back My Books and Records: Application of Rule 41(g) in Response to Federal Search Warrants

In the past decade, federal law enforcement has been more aggressive in white collar investigations in utilizing search warrants, as opposed to subpoenas, to seize a company’s books and records. The statute of limitations for…more

Books & Records, Electronically Stored Information, Fourth Amendment, Search Warrant

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D.C. Circuit Validates EPA’s Consultation Process for Reviewing Clean Water Act Permits

On July 11, 2014, the United States Court of Appeals for the District of Columbia Circuit upheld the United States Environmental Protection Agency’s (EPA) “Enhanced Coordination Process,” which was developed with the United…more

Appeals, Clean Water Act, Coal Mines, Enhanced Coordination Process, EPA

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Doing Business In Arizona - A Legal Guide

Contents: Part I: A Brief Factual Look at Arizona: - Population and Job Growth - Personal Income - Exports - Leading Industries - Location - Business Costs - Labor Force - Education - Government -…more

Business Ownership

See All Updates »

Nevada Foreclosure Law Changes

The Nevada Legislature recently passed amendments to the Nevada Revised Statutes (NRS) that appear to be intended to ease the nonjudicial foreclosure process for lenders and provide meaningful disclosure of what borrowers need…more

Affidavits, Amended Legislation, Borrowers, Foreclosure, Trustees

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Office of the Solicitor Issues Carcieri “Fix” Opinion

In response to the United States Supreme Court’s ruling in Carcieri v. Salazar, 555 U.S. 379 (2009), the Office of the Solicitor for the United States Department of the Interior issued a memorandum opinion on March 12, 2014,…more

Department of the Interior, Federal Jurisdiction, SCOTUS, Tribal Governments, Tribal Lands

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In Government's Shoes: The Continuing Force Behind the False Claims Act & Qui Tam Complaints

To combat fraud by contractors selling faulty war supplies to the Union Army, in 1863 President Abraham Lincoln signed into law the False Claims Act (the “FCA”). Designed to root out fraud on the federal government, this act…more

False Claims Act, Federal Contractors, Qui Tam, Whistleblowers

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Lessons Learned in 2012

As one calendar year ends and the next begins, it is natural to look back to take an inventory of lessons learned and to look forward in an attempt to implement such lessons. The year 2012 certainly had its fair share of wisdom…more

Board of Directors, Business Judgment Rule, Compensation Committee, Cyber Insurance, Cybersecurity

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Fee Shifting Bylaw Facially Valid Under Delaware Law

On May 8, 2014, Delaware Supreme Court, en banc, answered four questions of law certified to it by the U.S. District Court for the District of Delaware and upheld the facial validity of a fee shifting provision in a Delaware…more

Antitrust Investigations, Antitrust Litigation, Breach of Duty, Bylaws, Fee-Shifting Statutes

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Give Me Back My Books and Records: Application of Rule 41(g) in Response to Federal Search Warrants

In the past decade, federal law enforcement has been more aggressive in white collar investigations in utilizing search warrants, as opposed to subpoenas, to seize a company’s books and records. The statute of limitations for…more

Books & Records, Electronically Stored Information, Fourth Amendment, Search Warrant

See All Updates »

The Consumer Financial Protection Bureau Finalizes the Ability-To-Repay and Qualified Mortgage Rule

The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) amended the Truth in Lending Act (TILA) to provide for an expanded ability-to-repay requirement for the mortgage lending industry. The Consumer Financial…more

Ability-to-Repay, Borrowers, CFPB, Damages, Lenders

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Doing Business In Arizona - A Legal Guide

Contents: Part I: A Brief Factual Look at Arizona: - Population and Job Growth - Personal Income - Exports - Leading Industries - Location - Business Costs - Labor Force - Education - Government -…more

Business Ownership

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Does Everyone Need a South Dakota Trust?

South Dakota trusts have been around for years, but recently they have been brought to the attention of individuals outside of the estate planning community. Bloomberg recently ran an article, Little Tax Haven on the Prairie by…more

Estate Tax, Tax Haven, Trust Income

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D.C. Circuit Validates EPA’s Consultation Process for Reviewing Clean Water Act Permits

On July 11, 2014, the United States Court of Appeals for the District of Columbia Circuit upheld the United States Environmental Protection Agency’s (EPA) “Enhanced Coordination Process,” which was developed with the United…more

Appeals, Clean Water Act, Coal Mines, Enhanced Coordination Process, EPA

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Under Construction - March 2013: Tips for Presenting, Analyzing and Resolving Delay and Impact Claims

Contractor and subcontractor claims seeking relief—time and often money—for impacts due to delay, acceleration, disruption and loss of productivity and/or efficiency are common, as are disputes arising from such claims that must…more

Contractors, No-Damages-For-Delay Provisions, Subcontractors, Work Plans

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Under Construction - September 2013: California’s Economic Loss Doctrine – Limits on Tort Recovery

In California, the economic loss rule addresses the distinction between suits in contract and tort. A contract claim can typically be pursued to recover all damages proximately caused by breach of contract, unless expressly…more

Breach of Contract, Contract Disputes, Economic Loss Doctrine, Recovery Laws

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Servicemembers Civil Relief Act: Critical Takeaways

After many years of U.S. military mobilizations and overseas deployments since 2001, our clients have learned some valuable lessons about consumer rights and privileges triggered by military service. Here are some of the…more

HAMP, Mortgages, Servicemembers’ Civil Relief Act, Veterans

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Doing Business In Arizona - A Legal Guide

Contents: Part I: A Brief Factual Look at Arizona: - Population and Job Growth - Personal Income - Exports - Leading Industries - Location - Business Costs - Labor Force - Education - Government -…more

Business Ownership

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Double Exposure: Keeping Your Confidential Information Out of the Public Eye in the Wake of Apple v. Samsung

The issues that a court must address in determining whether to seal the record in a patent case present an interesting counterpoint to most other aspects of high-stakes litigation, in which one typically finds adversaries…more

Apple, Apple v Samsung, Design Patent, Patents, Samsung

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Could Innocent Employers Go to Jail? Sex, Gender Identity and Phoenix’s New Criminal Ordinance

Opponents of newly approved amendments to the city of Phoenix’s Human Relations Ordinance (the Ordinance) had worried that the amendments could result in criminal penalties for employers and others who might bar transgender…more

Disability Discrimination, Discrimination, Gender Discrimination, Penalties, Sexual Orientation Discrimination

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Summary of FDA’s Final Guidance on Dear Health Care Provider Letters

At the beginning of this year, the Food and Drug Administration (FDA) issued its final guidance on the content and format of Dear Health Care Provider (DHCP) letters. DHCP letters are correspondence, often in the form of a mass…more

Drug Manufacturers, FDA, Healthcare

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Senate Bill 165: Transferable Tax Credits for Film Industry

The film industry is a very exciting business and requires the involvement of many individuals and entities to complete a production. Bringing a commercial or full-feature film to millions of viewers is dependent upon the…more

Film Tax Credits, Movies, New Legislation

See All Updates »

D.C. Circuit Validates EPA’s Consultation Process for Reviewing Clean Water Act Permits

On July 11, 2014, the United States Court of Appeals for the District of Columbia Circuit upheld the United States Environmental Protection Agency’s (EPA) “Enhanced Coordination Process,” which was developed with the United…more

Appeals, Clean Water Act, Coal Mines, Enhanced Coordination Process, EPA

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5 Things Every Company's Data Security Program Should Include

What's the one thing every company's data security program must include? That's the question we put recently to experts in the field, knowing that, especially after Heartbleed, the diversity of responses would create an…more

Corporate Counsel, Cybersecurity, Cybersecurity Framework, Data Breach, Data Protection

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“CEQA-in-Reverse” Case Headed for the California Supreme Court

“CEQA-in-Reverse” - Real estate developers, public agencies and private businesses involved in land development or redevelopment may soon have to contend with a new far-reaching interpretation of the California…more

CEQA, Contractors, Environmental Impact Report, Environmental Policies, Land Developers

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Current Developments in Eminent Domain and Oil and Gas Pipeline Construction (Under Construction - March 2014)

On February 19, 2014, a Nebraska state district court judge invalidated a portion of a Nebraska law that had, until the decision, permitted an alternate, streamlined method of obtaining eminent domain authority for the Keystone…more

Energy, Keystone XL Pipeline, Oil & Gas, Pipelines, TransCanada

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January 31, 2014 Deadline for Reporting Incentive Stock Option Exercises and Employee Stock Purchase Plan Transfers that Occurred in 2013

As reported in Part 1 of our 2013 End of Year Plan Sponsor “To Do” Lists, Section 6039 of the Internal Revenue Code (the Code) requires employers to provide an information statement to each employee or former employee regarding:…more

Employee Stock Purchase Plans, Incentive Stock Options, Stock Options, Stocks

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Treating chronic pain can be risky for physicians

Opioids are the mostprescribed class of prescription medications in the United States. Physicians are the legal gatekeepers for prescription medications to treat chronic pain. Over the last 10 years, prescriptions for opioid…more

Liability, Medicaid, Medical Malpractice, Pain Management Clinics, Pharmaceutical

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Nevada Supreme Court Reaffirms and Clarifies Sands Corp. Decision on Waiving Attorney-Client Privilege and the Work-Product Doctrine When Reviewing Documents to Refresh Recollection

Recently, we released a legal alert discussing the Nevada Supreme Court’s decision in Las Vegas Sands Corp. v. Eighth Jud. Dist. Ct., 130 Nev. Adv. Op. 13 (February 27, 2014), which addressed the intersection of NRS 50.125 and…more

Attorney-Client Privilege, Federal Rules of Civil Procedure, Privilege Waivers, Testimony, Waivers

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Exclusive Dealing Agreements: Ease of Termination on Par With Duration

As a general principle, exclusive dealing agreements spanning less than one year in duration do not violate state or federal antitrust laws, regardless of the parties’ market power. However, a recent decision from a federal…more

Antitrust Litigation, Exclusive Dealing Agreements

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Under Construction - September 2013: New Mexico’s Economic Loss Rule—It Exists, but Its Limits are To Be Determined

In Utah International, Inc. v. Caterpillar Tractor Co., 108 N.M. 539, 775 P.2d 741 (Ct. App. 1989), the New Mexico Court of Appeals adopted, for the first time, the economic loss rule in New Mexico. The defendant designed,…more

Construction Disputes, Economic Loss Doctrine

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Double Exposure: Keeping Your Confidential Information Out of the Public Eye in the Wake of Apple v. Samsung

The issues that a court must address in determining whether to seal the record in a patent case present an interesting counterpoint to most other aspects of high-stakes litigation, in which one typically finds adversaries…more

Apple, Apple v Samsung, Design Patent, Patents, Samsung

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Cross-Border Insolvency Proceedings: Recent Chapter 15 Filings in the United States

It is not surprising that the amount of Chapter 15 bankruptcy filings is growing in the global economy. Chapter 15 was added to the Bankruptcy Code by the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005. It is…more

Bankruptcy Abuse Prevention and Consumer Protection Act, Bankruptcy Code, Chapter 15, Commercial Bankruptcy, Cross-Border

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Taking The Leap: Bringing A Foreign Brand To The United States

Increasingly, franchise concepts that begin in one country soon find that expansion involves not only domestic growth, but also development in other jurisdictions including the United States. Over the past decade, advances in…more

Brand, Foreign Corporations, Franchises

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Employer Identification Numbers: Updating Responsible Party Information

When filing for an Employer Identification Number (EIN), which is required for purposes of tax administration, the applicant must disclose the name and taxpayer identification number (e.g., Social Security Number, Individual Tax…more

EIN, Form 8822-B, IRS, Responsible Party

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Estate Planning in 2014

Exemptions and Rates - On Jan. 2, 2013, President Obama signed the American Taxpayer Relief Act of 2012 (ATRA) into effect to avoid the “fiscal cliff,” setting the unified Federal gift and estate tax exemption at $5…more

American Taxpayer Relief Act, Barack Obama, Estate Planning, Estate-Tax Exemption, Fiscal Cliff

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Welcome to California Business Litigation #5: Litigating in the Central District of California, but Not a Local? Plan for the Procedural Distinctions

This is the fifth in Snell & Wilmer’s series, “Welcome to California Business Litigation.” California business litigation differs substantially from business litigation in most other parts of the United States, particularly for…more

Claim Procedures, Corporate Counsel, Litigation Strategies

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Broemmer v. Abortion Services of Phoenix, Ltd. - Arizona’s Curious Contribution to the Law of Contractual Arbitration By Barry D. Halpern & Sara J. Agne

Originally published in Arizona Attorney - December 2012. October 2012 marked the 20th anniversary of the Arizona Supreme Court’s opinion in Broemmer v. Abortion Services of Phoenix, Ltd. In the two decades since Broemmer…more

Arbitration, Mediation, Medical Malpractice

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SCOTUS: Human Genes Cannot Be Patented. Is This the End or Beginning of Genetic Research?

For a Legal Perspective on today's much-anticipated U.S. Supreme Court "Myriad" decision that naturally occuring substances are not patentable, we turned to IP attorneys writing on JD Supra..…more

AMP v Myriad, Biotechnology, DNA, Healthcare, Human Genes

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Arizona Residential Mortgage Brokers: Potential Additional Liability Exposure on the Horizon

Arizona Senate Bill 1026, introduced by Senator Ableser, proposes some significant changes to the law governing Arizona’s residential mortgage brokers that could expand their potential liability arising out of their day-to-day…more

Mortgages, Property Tax, Real Estate Market

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Federal Regulators Plan Cybersecurity Assessments for Certain Banks

Federal regulators have substantially elevated cybersecurity risk assessments as yet another monitoring tool. They now view risk assessments not just as relevant to mundane IT issues but as more fundamental for assessing…more

ATMs, Banks, Cybersecurity, Data Protection, Financial Regulatory Reform

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New California Law Permits Expanded Use of Construction Managers At-Risk in Public Contracts

On October 3rd, Governor Jerry Brown signed into law Senate Bill 328 which permits counties to enter construction manager at-risk agreements for construction of projects over $1 million. Counties now join other public entities,…more

Construction Contracts, Construction Workers, Managers

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Employee Benefits Update: Unanimous Supreme Court Issues ERISA Fiduciary Duty Opinion

On June 25, the Supreme Court issued a unanimous decision in Fifth Third Bancorp v. Dudenhoeffer, which is likely to change the future of the Employee Retirement Income Security Act (ERISA) stock drop litigation…more

Breach of Duty, Employee Benefits, ERISA, ESOP, Fiduciary Duty

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2013 End of Year Plan Sponsor “To Do” List Part 1 – Executive Compensation

As 2013 comes to an end, we are pleased to present you with our traditional End of Year Plan Sponsor “To Do” Lists. This year we are presenting our “To Do” Lists in three separate Employee Benefits Updates. Part one of the…more

Benefit Plan Sponsors, Equity Compensation, Executive Compensation, Section 409A, Year-End Planning

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California Court of Appeal Decision May Signal the End of Piece-Rate Compensation Plans

Many employers pay their employees on a piece-rate basis, meaning employees are paid a set amount based on the tasks they perform rather than the hours they work (e.g., assembly line employee paid $1 for every widget he…more

Minimum Wage, Minimum Wage Laws, Piece-Rate Pay, Wage and Hour

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The Sell Decision: Aiding, Abetting Liability Not Added

In Sell v. Gama, the Arizona Supreme Court held that the Arizona Securities Act (the “ASA”) does not authorize a secondary liability claim for aiding and abetting another’s primary securities fraud. In so holding, the Supreme…more

Aiding and Abetting, Fraud, Securities Fraud

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In Government's Shoes: The Continuing Force Behind the False Claims Act & Qui Tam Complaints

To combat fraud by contractors selling faulty war supplies to the Union Army, in 1863 President Abraham Lincoln signed into law the False Claims Act (the “FCA”). Designed to root out fraud on the federal government, this act…more

False Claims Act, Federal Contractors, Qui Tam, Whistleblowers

See All Updates »

Corporate Communicator - Summer 2014

Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010) added Section 13(p) to the Securities Exchange Act of 1934, as amended (the Exchange Act), mandating that the SEC adopt regulations relating to…more

Conflict Mineral Rules, Disclosure Requirements, Dodd-Frank, En Banc Review, First Amendment

See All Updates »

SEC Update

PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014…more

Board of Directors, Clawbacks, Conflict Mineral Rules, Corporate Governance, Disclosure Requirements

See All Updates »

Mitigating Theft of Trade Secrets

In today’s complex global economy, competition is fierce. For many businesses, trade secrets are their single most important and valuable asset, and strong protection of that asset is paramount. In the same regard, trade secret…more

Bring Your Own Device, Cybersecurity, Data Protection, Theft, Trade Secrets

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Tax Lien Purchasers Must Give MERS Notice, Says Arizona Appeals Court

Recognizing MERS’s role in modern day mortgage lending, the Arizona Court of Appeals confirmed in Delo v. GMAC Mortgage, LLC that tax lien purchasers must notify MERS when identified in the Deed of Trust before foreclosing on…more

Deed of Trust, Default Judgment, Foreclosure, Mortgages, Right of Redemption

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Common Sense Prevails as D.C. Circuit Applies Upjohn in Vacating District Court Order to Produce Investigation Reports

Government contractors and other companies subject to internal investigation requirements won some relief from the United States Court of Appeals for the D.C. Circuit on June 26 with a decision that firmly reiterated that…more

Appeals, Attorney-Client Privilege, Compliance, Confidential Communications, Contractors

See All Updates »

Nevada Foreclosure Law Changes

The Nevada Legislature recently passed amendments to the Nevada Revised Statutes (NRS) that appear to be intended to ease the nonjudicial foreclosure process for lenders and provide meaningful disclosure of what borrowers need…more

Affidavits, Amended Legislation, Borrowers, Foreclosure, Trustees

See All Updates »

Guarantors Score Two Victories Before the Nevada Supreme Court

On May 29, 2013, the Nevada Supreme Court issued two decisions that all real estate lenders need to be aware of because they have the potential to eliminate the ability of a lender to recover a deficiency judgment from a…more

Deficiency Judgments, Guarantors, Lenders, Mortgages, Real Estate Market

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General Counsel of the NLRB Opens the Door for Franchisors to be Liable for the Actions of their Franchisees

In a directive that has rocked the franchise world, the National Labor Relations Board (NLRB or the Board) Office of the General Counsel determined that McDonald’s USA, LLC, as the franchisor, could potentially be held liable…more

Employer Liability Issues, FLSA, FMLA, Franchises, Joint Employers

See All Updates »

IRS Announces Offshore Voluntary Disclosure Modifications and Revised Streamlined Procedures

On June 18, 2014, the IRS made significant changes to the procedures pursuant to which U.S. Persons can disclose any failure to timely file a Report of Foreign Bank and Financial Accounts (FBAR), and/or an international…more

FBAR, IRS, OVDP, Standards & Procedures

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Responding to the Ukraine Situation: A Time to Update All International Trade Policies and Agreements

Over the last several years, the United States and other countries have constantly changed international trade regulations in response to ongoing foreign events. Now, in response to the ongoing crisis in the Ukraine, President…more

Foreign Policy, Russia, Sanctions, Trade Policy, Ukraine

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Estate Planning in 2014

Exemptions and Rates - On Jan. 2, 2013, President Obama signed the American Taxpayer Relief Act of 2012 (ATRA) into effect to avoid the “fiscal cliff,” setting the unified Federal gift and estate tax exemption at $5…more

American Taxpayer Relief Act, Barack Obama, Estate Planning, Estate-Tax Exemption, Fiscal Cliff

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Full Credit Bid Rule Bars Recovery for Wrongfully Enjoined Lender

On June 30, 2014, Judge James A. Teilborg, a Senior District Judge in Arizona, ruled that Tri City National Bank (“TCNB”) was not entitled to bond money posted by the plaintiffs after TCNB was wrongfully enjoined from executing…more

Full Credit Bid, Lenders, Recovery Laws, Trustee Sales

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Sign those Real Estate Agreements!

The Statute of Frauds is a BIG deal in real estate transactions and litigation. (This is our second post about it already…)…more

Brokers, Buyers, Real Estate Market, Signatures, Statute of Frauds

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Newest Food Safety Rules Approach Deadline

In June, a federal judge in California ordered the U.S. Food and Drug Administration (“FDA”) to issue proposed rules for the Food Safety Modernization Act (“FSMA”) by November 30, 2013. In July, the agency requested an extension…more

Deadlines, FDA, Food Safety, FSMA

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Employers’ Right to Restrict Non-Employees’ Access to Their Property

Can Non-Employees Be Denied Access to Employers’ Property? Employers often raise questions on whether labor law requires them to allow non-employees to solicit, hand-bill, demonstrate, etc. on the employers’ property. In…more

NLRA, NLRB, Private Property, Right to Picket, Trespass

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An Analysis Of Physician Compare Website

The rise of consumer-driven health care passed a milestone on Feb. 21, when, for the first time, the Centers for Medicare and Medicaid Services, or CMS, posted on its Physician Compare website performance scores on quality…more

CMS, Healthcare, Physicians, Websites

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The Key to a Healthy Corporate Wellness Program

As employers and lawmakers seek creative solutions to rising health-care costs, corporate wellness programs have exploded in popularity. Many employers have embraced corporate wellness programs as a means of controlling health…more

Healthcare, HIPAA, Wellness Programs

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The Sell Decision: Aiding, Abetting Liability Not Added

In Sell v. Gama, the Arizona Supreme Court held that the Arizona Securities Act (the “ASA”) does not authorize a secondary liability claim for aiding and abetting another’s primary securities fraud. In so holding, the Supreme…more

Aiding and Abetting, Fraud, Securities Fraud

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United States Supreme Court Invalidates Aggregate Contribution Limits In Federal Campaign Finance Law

Yesterday the United States Supreme Court issued its decision in McCutcheon v. Federal Election Commission, invalidating federal statutory aggregate limits on the amount of money that an individual may contribute to all federal…more

Aggregation Rules, FEC, McCutcheon v. FEC, Political Contributions, SCOTUS

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Employer To Do List for the New Year

As the new year is getting under way, employers should consider placing these developing issues at the top of their to do list: Social Media Policies - Employers should consider reviewing and updating social media…more

Arbitration Agreements, Bring Your Own Device, Class Action Arbitration Waivers, Compliance, Disability

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Workplace Word - November 2013: Avoiding Holiday Liability

‘Tis the season to be jolly. However, while you are enjoying the holiday cheer and a cup of hot chocolate, don’t forget to take a moment to assess the potential legal liability that this holiday season may bring. Seemingly…more

Civil Rights Act, Employer Liability Issues, Reasonable Accommodation, Religion, Religious Discrimination

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Utah Court of Appeals Limits Third-Party Beneficiary Contract Claims Against Appraisers, but Recognizes Tort Based Third-Party Claims

In Lilley v. JPMorgan Chase, et al, 748 UT Adv. Rpt. 48, 213 Utah App. 285, Nov. 20, 2013, the Utah Court of Appeals affirmed an order of the District Court dismissing the Plaintiffs’ breach of contract action against an…more

Appraisal, Breach of Contract, Construction Contracts, Default, JPMorgan Chase

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United States Supreme Court Invalidates Aggregate Contribution Limits In Federal Campaign Finance Law

Yesterday the United States Supreme Court issued its decision in McCutcheon v. Federal Election Commission, invalidating federal statutory aggregate limits on the amount of money that an individual may contribute to all federal…more

Aggregation Rules, FEC, McCutcheon v. FEC, Political Contributions, SCOTUS

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Progressive Discipline and Personal Responsibility Under Navajo Employment Law

Most companies doing business on the Navajo reservation know the Navajo Preference in Employment Act (NPEA) is a unique statute. Unlike almost all other jurisdictions in the United States, the Navajo Nation does not recognize…more

At-Will Employment, Hiring & Firing, Just Cause, Termination, Tribal Governments

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IRS Announces Offshore Voluntary Disclosure Modifications and Revised Streamlined Procedures

On June 18, 2014, the IRS made significant changes to the procedures pursuant to which U.S. Persons can disclose any failure to timely file a Report of Foreign Bank and Financial Accounts (FBAR), and/or an international…more

FBAR, IRS, OVDP, Standards & Procedures

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Fee Shifting Bylaw Facially Valid Under Delaware Law

On May 8, 2014, Delaware Supreme Court, en banc, answered four questions of law certified to it by the U.S. District Court for the District of Delaware and upheld the facial validity of a fee shifting provision in a Delaware…more

Antitrust Investigations, Antitrust Litigation, Breach of Duty, Bylaws, Fee-Shifting Statutes

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Four New Privacy Laws and What They Mean for Businesses

Does your business operate a website, online service, application or database? California has passed a group of privacy and data security laws that apply to those types of businesses. The new laws are either effective already or…more

Advertising, Data Breach, Do Not Track, Notice Requirements, Right to Delete

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“Show Me The Note” Claims Find New Life in Recent Arizona Decision

In Steinberger v. McVey, the Arizona Court of Appeals breathed life into what most would label standard “show me the note” claims, in which borrowers challenge their lenders’ authority to foreclose, despite admitting their…more

Foreclosure, Mortgage Loan Servicing Standards, Mortgages

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Positive Trends in Southern California’s International Trade Growth

The Los Angeles Customs District (LACD) two-way trade hit $414.5 billion in 2013, due to activity at the San Pedro ports and Los Angeles International Airport. LACD’s two-way trade is forecasted to grow by 3 percent in 2014 and…more

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U.S. Bureau of Reclamation Releases Updated Operation Plan for Colorado River System Reservoirs

On August 13, 2014, the United States Bureau of Reclamation (Reclamation) released its latest Operation Plan for Colorado River System Reservoirs 24-Month Study. The study projects operations and water releases for major…more

Bureau of Reclamation, Reclamation, Water, Water Supplies

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Bona Fide Tenancies for a Term Remain Protected

A recent California Court of Appeals decision determined that the federal Protecting Tenants Against Foreclosure Act (“PTFA”) impliedly overrides state laws that provide less protection to tenants, but expressly allows states to…more

Bona Fide Tenants, Eviction, Landlords, Tenants

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Governmental Power and Property Lines

On May 27, 2014, the Colorado Supreme Court issued its opinion in Town of Dillon v. Yacht Club Condos. Home Owners Ass’n, 2014 CO 37. Overturning the rulings of both the trial court and the Colorado Court of Appeals, the…more

Condominiums, Eminent Domain, Police Power, Takings, Utilities Sector

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EPA Issues Proposed Rule to Significantly Reduce Carbon Dioxide Emissions

Summer has kicked off with a regulatory push by the United States Environmental Protection Agency (EPA). This alert briefly addresses two recent EPA rulemakings…more

ASTM, Carbon Emissions, CERCLA, Clean Power Plan, Environmental Policies

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Soliciting Charitable Dollars in Nevada? New Law Requires State Registration for Most Organizations.

The State of Nevada now requires non-profit corporations that solicit charitable contributions to register and provide certain information to the Nevada Secretary of State. This information will be a matter of public record and…more

Charitable Donations, Charitable Organizations, Registration

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Out-of-State Design Professional Firms Must Register in Nevada to Enforce Contracts for Compensation in Nevada

Nevada, being a small state with a huge tourist attraction (Las Vegas), has often seen out-of-state design and construction professionals retained to provide their unique talents to create landmark quality design or construction…more

Construction Contracts, Construction Disputes, Construction Liens

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2013 End of Year Plan Sponsor “To Do” List Part 1 – Executive Compensation

As 2013 comes to an end, we are pleased to present you with our traditional End of Year Plan Sponsor “To Do” Lists. This year we are presenting our “To Do” Lists in three separate Employee Benefits Updates. Part one of the…more

Benefit Plan Sponsors, Equity Compensation, Executive Compensation, Section 409A, Year-End Planning

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Employee Benefits Update: Unanimous Supreme Court Issues ERISA Fiduciary Duty Opinion

On June 25, the Supreme Court issued a unanimous decision in Fifth Third Bancorp v. Dudenhoeffer, which is likely to change the future of the Employee Retirement Income Security Act (ERISA) stock drop litigation…more

Breach of Duty, Employee Benefits, ERISA, ESOP, Fiduciary Duty

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NYSE/NASDAQ Update

SEC APPROVES FINAL RULES ON COMPENSATION COMMITTEE LISTING STANDARDS - On January 11, 2013, the SEC approved the NYSE and NASDAQ listing standards implementing Exchange Act Rule 10C-1, which directs the exchanges to…more

Audits, Compensation Committee, Internal Audit Functions, Nasdaq, NYSE

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New California Law Requires Employers to Provide Heat “Recovery Periods”

On January 1, 2014, California employers will be required to pay a premium for failing to provide heat “recovery periods” to employees. This premium pay is similar to the premium pay already required for violations of…more

Heat Exposure, Penalties, Safety Precautions, Wage and Hour

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The Key to a Healthy Corporate Wellness Program

As employers and lawmakers seek creative solutions to rising health-care costs, corporate wellness programs have exploded in popularity. Many employers have embraced corporate wellness programs as a means of controlling health…more

Healthcare, HIPAA, Wellness Programs

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Texas Supreme Court Reverses Lower Court’s Holding Excluding Construction Defect Claim From Coverage Under CGL Policy

In a victory for contractors, the Texas Supreme Court recently held that a contractor does not lose coverage under its commercial general liability (“CGL”) policy merely because it entered into a contract agreeing to perform its…more

Commercial General Liability Policies, Construction Defects, Construction Disputes

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Arizona Supreme Court Reinstates Increased Campaign Contribution Limits

Last Tuesday, the Supreme Court of Arizona issued an order in Arizona Citizens Clean Elections Commission v. Superior Court, No.CV-13-0341-PR (December 17, 2013), vacating the opinion of the Court of Appeals and lifting that…more

Political Campaigns, Political Contributions

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General Counsel of the NLRB Opens the Door for Franchisors to be Liable for the Actions of their Franchisees

In a directive that has rocked the franchise world, the National Labor Relations Board (NLRB or the Board) Office of the General Counsel determined that McDonald’s USA, LLC, as the franchisor, could potentially be held liable…more

Employer Liability Issues, FLSA, FMLA, Franchises, Joint Employers

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Utah Rejects the Multi-Employer Worksite Doctrine: General Contractors are Only Responsible for the Safety of Their Employees at a Worksite

The Utah Supreme Court recently held in Hughes General Contractors, Inc. v. Utah Labor Comm’n that the multi-employer worksite doctrine, which makes a general contractor responsible for the safety of all workers at a worksite,…more

General Contractors, OSHA, Safety Precautions, Workplace Hazards

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A perspective on the continuing saga of construction defects law

Ever since 2003, when comprehensive legislation was passed to address abuses in the pursuit by the plaintiff’s bar of windfalls from massively overstated litigation claims regarding alleged construction defects in the…more

Construction Defects, Construction Disputes, Legislative Agendas

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D.C. Circuit Validates EPA’s Consultation Process for Reviewing Clean Water Act Permits

On July 11, 2014, the United States Court of Appeals for the District of Columbia Circuit upheld the United States Environmental Protection Agency’s (EPA) “Enhanced Coordination Process,” which was developed with the United…more

Appeals, Clean Water Act, Coal Mines, Enhanced Coordination Process, EPA

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Trademark Advice: Measure Twice, Cut Once — How to Avoid Unnecessary Legal Fees

Originally published in Utah Business. Very seldom do companies intentionally adopt trademarks that are likely to cause confusion in the marketplace or intend to profit on the goodwill of other companies. Yet, even without…more

Brand, Confusingly Similar, Inherently Distinctive, Legal Costs, Registration

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The Department of the Interior Issues New Rules Regulating the Leasing of Tribal Lands

New regulations enacted by the U.S. Department of the Interior (DOI) applicable to tribal leases will have far reaching impacts on businesses, particularly renewable energy projects, utilizing tribal lands…more

Commercial Leases, Department of the Interior, Renewable Energy, Tribal Lands

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Guarantors Score Two Victories Before the Nevada Supreme Court

On May 29, 2013, the Nevada Supreme Court issued two decisions that all real estate lenders need to be aware of because they have the potential to eliminate the ability of a lender to recover a deficiency judgment from a…more

Deficiency Judgments, Guarantors, Lenders, Mortgages, Real Estate Market

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Bureau of Indian Affairs Proposes Regulations in Light of Patchak

Last year’s decisive (8-1) decision by the United States Supreme Court in Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians v. Patchak, 132 S. Ct. 2199 (2012) (“Patchak”) appeared to be a major blow to tribal gaming and other…more

Bureau of Indian Affairs, Indian Tribal Trusts, Proposed Regulation, Tribal Lands, Waiting Periods

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Seller Liability for Disclosures (or Non-Disclosures), Part 2

In our blog post dated April 29, 2013, Matthew Fischer discussed the case Lerner v. DMB Realty, LLC (Arizona Court of Appeals, November 27, 2012). In that case, the Arizona Court of Appeals addressed, among other things, the…more

Appeals, Disclosure Requirements, Fraud, Material Disclosures, Material Misstatements

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President Obama Issues Long-Awaited Cybersecurity Executive Order

As President Obama delivered his fifth State of the Union speech to Congress on February 12, 2013, he simultaneously issued a highly anticipated Executive Order (“the Order”) focused on improving cybersecurity in the United…more

Barack Obama, CISPA, Cyber Attacks, Cybersecurity, Cybersecurity Framework

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EPA Issues Proposed Rule to Significantly Reduce Carbon Dioxide Emissions

Summer has kicked off with a regulatory push by the United States Environmental Protection Agency (EPA). This alert briefly addresses two recent EPA rulemakings…more

ASTM, Carbon Emissions, CERCLA, Clean Power Plan, Environmental Policies

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U.S. Bureau of Reclamation Releases Updated Operation Plan for Colorado River System Reservoirs

On August 13, 2014, the United States Bureau of Reclamation (Reclamation) released its latest Operation Plan for Colorado River System Reservoirs 24-Month Study. The study projects operations and water releases for major…more

Bureau of Reclamation, Reclamation, Water, Water Supplies

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Under Construction - September 2013: Utah’s Economic Loss Rule

In Utah, a plaintiff must generally in be in privity with the “original contractor, architect, engineer or real estate developer” to bring an “action for defective design or construction.” Utah Code Ann. §78 B-4-513(4). This…more

Assignments, Construction Defects, Design Defects, Economic Loss Doctrine, Privity of Contract

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Can an HOA "Super-Priority" Lien Extinguish a Lender's Deed?

It is hard to imagine that a lender’s first-position deed of trust on a residence worth hundreds of thousands of dollars could be extinguished by a homeowners’ association (HOA) lien for overdue neighborhood assessments, usually…more

Action to Quiet Title, Common Interest Ownership Act, Condominiums, Deed of Trust, Delinquent Assessment Dues

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Nevada Gaming Regulators Warn Against Medical Marijuana

Just as the application process for newly legal medical marijuana licenses has begun, Nevada’s Gaming Control Board (GCB) has issued guidance that should concern any current or aspiring gaming licensee who is also interested in…more

Gambling, Gaming, Marijuana, Medical Marijuana

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The EEOC’s Latest Investigative Tactic: Trolling for Evidence Through Employee Email Blasts

In an unprecedented move, the United States Equal Employment Opportunity Commission (“EEOC”) recently dispatched 1,330 emails to the work and personal email addresses of current and former employees and managers of Case New…more

ADEA, Age Discrimination, Discrimination, EEOC, Email

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Under Construction - December 2012

In This Issue: Letter from the Editor; Colorado Construction Law Developments in 2012; Arizona Court of Appeals Issues Decision Related to the Application of the Statute of Repose and Economic Loss Doctrine for Subsequent…more

Airspace, Construction Contracts, Construction Cranes, Construction Defects, Duty to Defend

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Arizona’s Revised Anti-Indemnification Statutes’ Effect on Insurance Requirements

In our last issue, we alerted you to Arizona’s revised anti-indemnification statutes (A.R.S. §§34-226 and 41-2586) regarding state and city public construction projects which became effective September 13, 2013. In this issue,…more

Commercial General Liability Policies, Contract Drafting, Indemnification, Insurers, Negligence

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Ninth Circuit Joins Second and Eighth Circuits in Rejecting D.R. Horton

Recently, in Richards v. Ernst & Young, No. 11-17530, 2013 WL 4437601 (9th Cir. August 21, 2013), the Ninth Circuit joined two other federal circuits, the Second and the Eighth, in rejecting the application of the National Labor…more

Arbitration, Arbitration Agreements, Class Action, D.R. Horton, D.R. Horton v NLRB

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Guarantors Remain Liable for “Carve-out” Obligations, Despite Non-recourse Loan

Believe it or not, guaranty contracts mean what they say. If a guarantor agrees to reimburse a lender for misappropriated security deposits, unpaid taxes, and the cost of enforcement, then – not surprisingly – courts will hold…more

Borrowers, Carve Out Provisions, Commercial Loans, Commercial Property Owners, Default

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Ninth Circuit Joins Second and Eighth Circuits in Rejecting D.R. Horton

Recently, in Richards v. Ernst & Young, No. 11-17530, 2013 WL 4437601 (9th Cir. August 21, 2013), the Ninth Circuit joined two other federal circuits, the Second and the Eighth, in rejecting the application of the National Labor…more

Arbitration, Arbitration Agreements, Class Action, D.R. Horton, D.R. Horton v NLRB

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Making Sure Cybersecurity and Liability Concerns Don’t Ground the Drones

Unmanned aerial systems (UAS), or drones, are slowly being integrated into U.S. and international airspace systems. Despite current legal and regulatory limitations on their use for civilian purposes, governmental and private…more

Drones, FAA, Facebook, Google, GPS

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Under Construction - March 2013: Colorado Court of Appeals Rules that Contractors May Be Liable for Dangerous Site Conditions Before and After Work is Complete

In Collard v. Vista Paving Corp., the Colorado Court of Appeals adopted the “foreseeability rule” under which a contractor may have a duty of care for dangerous site conditions even after the contractor’s work was completed and…more

Contractors, Duty of Care, Foreseeability, Premises Liability, Safety Precautions

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Successful Growth Through Acquisitions

Many midmarket companies have long recognized the need to grow their businesses by acquisition to supplement internal organic growth. Particularly, in the present challenging low growth economy, acquisition may be the only means…more

Acquisitions, Brand, Business Valuations, Recruitment Incentives, Supply Chain

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Excluding 100% of Gain From the Sale of Qualified Small Business Stock Acquired in 2013

If you own a small business, it may be easier to raise money in 2013. This is because, among the favorable tax breaks included under the American Taxpayer Relief Act (the “2012 Act”), there is a temporary extension of the 100%…more

Aggregate Gross Assets, Alternative Minimum Tax, American Taxpayer Relief Act, C-Corporation, Capital Gains

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Why Startups Are Stepping on the Brakes Despite SEC Giving Green Light to General Solicitation

In September 2013, the SEC significantly relaxed restrictions that had been in place for over 80 years on companies’ ability to advertise for investors. The old rule, generally referred to as the “ban on general solicitation,”…more

General Solicitation, Investors, Popular, Private Offerings, Rule 506(c)

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Obtaining a Piece of the Pie: Small Business Preferences in Federal Contracts

The federal government is the single largest purchaser of goods and services in the world. Some of these purchases, of course, are for highly specialized goods or services produced or performed by large corporations. For the…more

Federal Contractors, Small Business

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Proxy Advisory Firms Update

This year, our proxy advisory firm update focuses on ISS, which issued policy updates on November 21, 2013 that will take effect for annual meetings held on or after February 1, 2014. In connection with announcing its updated…more

Corporate Governance, Executive Compensation, ISS, Pay-for-Performance, Proxy Advisors

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Drug and Device Manufacturers Beware: Comments Could Result in FDA Troubles

After appearing on CNBC television show Fast Money, the CEO of Aegerion Pharmaceuticals received a warning letter from the United States Food and Drug Administration (FDA) Office of Prescription Drug Promotion. The agency…more

Drug Manufacturers, FDA, Medical Devices, Pharmaceutical

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California Scores Another Cap-and-Trade Victory

The California Air Resources Board (CARB) scored another victory in its ongoing effort to reduce greenhouse gas (GHG) emissions in the state to 1990 levels under the mandate of AB 32 (the “Global Warming Solutions Act of 2006”)…more

Additionality, Cap-and-Trade, CARB, CARB Allowances, Carbon Off-Set Credits

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OIG Issues Special Fraud Alert About Laboratory Payments to Referring Physicians

On Wednesday, June 25, 2014, the Office of Inspector General (OIG) issued a Special Fraud Alert (the Alert) addressing compensation paid by laboratories to referring physicians. The latest in a series of guidance documents and…more

Clinical Laboratories, Fraud, OIG, Physicians

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Under Construction - September 2013

Welcome to the fall 2013 issue of Under Construction. In this issue, we focus on the economic loss doctrine and how the different courts in our firm’s footprint treat it similarly and differently. We hope you enjoy our review of…more

Economic Loss Doctrine, Indemnification, Prompt Payment

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New California Law Permits Expanded Use of Construction Managers At-Risk in Public Contracts

On October 3rd, Governor Jerry Brown signed into law Senate Bill 328 which permits counties to enter construction manager at-risk agreements for construction of projects over $1 million. Counties now join other public entities,…more

Construction Contracts, Construction Workers, Managers

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Arizona Court of Appeals Renders Two Decisions Affecting Awards of Attorneys’ Fees in Lawsuits to Enforce Mechanics’ Liens

This past month, the Arizona Court of Appeals issued two decisions that could have significant implications for mechanics’ lien claimants…more

Attorney's Fees, Enforcement Actions, Mechanics Lien

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Arizona Supreme Court Holds That Property Owner Who Quarreled With Light Rail Construction Should Be Compensated For Lost Access

Late last week, the Arizona Supreme Court handed down a decision that clarified the rights of property owners who lose access to an abutting road and, in the process, reinforced the principle that both elimination and…more

Easements, Eminent Domain, Property Owners, Right of Access, Summary Judgment

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UPDATE: UCC Amendments Signed by Governor Brewer

The 2010 Amendments to Article 9 of the Arizona Uniform Commercial Code are now effective. UCC Amendments Pass Both Houses of the Arizona Legislature - This alert was previously published on April 17,…more

Article 9, Proposed Amendments, UCC

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BIA Proposes Rule Revisions for Rights-of-Way on Indian Lands

On June 17, 2014, the Bureau of Indian Affairs (BIA) published proposed revisions to 25 CFR Part 169, whereby the new rule seeks to comprehensively update and streamline the process for obtaining BIA grants of Rights-of-Way on…more

Bureau of Indian Affairs, Easements, Tribal Governments, Tribal Lands

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U.S. Bureau of Reclamation Releases Updated Operation Plan for Colorado River System Reservoirs

On August 13, 2014, the United States Bureau of Reclamation (Reclamation) released its latest Operation Plan for Colorado River System Reservoirs 24-Month Study. The study projects operations and water releases for major…more

Bureau of Reclamation, Reclamation, Water, Water Supplies

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Senate Bill 165: Transferable Tax Credits for Film Industry

The film industry is a very exciting business and requires the involvement of many individuals and entities to complete a production. Bringing a commercial or full-feature film to millions of viewers is dependent upon the…more

Film Tax Credits, Movies, New Legislation

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Unintended Third-Party Beneficiaries Created Through Flow Down Clauses in Subcontracts

Construction work done under an agreement between a general contractor and a subcontractor clearly has the property owner—the ultimate recipient of the construction work—in mind. It is somewhat counterintuitive, then, that the…more

Contract Drafting, Contractors, Flow Down Clause, Subcontractors, Third-Party Beneficiaries

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Lender’s Title Insurance: When Should Courts Measure the Fair Market Value of Property Affected by a Title Defect?*

Title insurance is designed to pay for damages caused by any defects to title that the title company should have discovered but did not. Lender’s title insurance protects lenders who lose money due to a title defect, which is…more

Fair Market Value, Title Insurance

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Tax credit increases what’s available for historic renovation

In May, Colorado Gov. John Hickenlooper signed into law the Colorado Job Creation and Main Street Revitalization Act (also known as House Bill 14-1311). By substantially increasing the amount of funds available for the…more

Historic Preservation, Historical Rehabilitation, New Legislation, Tax Credits

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Real estate salesperson succeeds in mission to collect commission

A.R.S. § 32-2152 allows a real estate broker or salesperson to file a court action to collect earned compensation if he was a “qualified licensed broker or salesperson at the time the claim arose.” In Focus Point Prop., LLC v…more

Real Estate Brokers, Real Estate Licenses, Sales Commissions

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Women Justices Speak Out: On Mentoring, Leadership, and Effective Advocacy

Judges give their insights into effective briefing and oral argument and talk about the mentors who made a difference in their careers. Tani Cantil-Sakauye, Chief Justice, California Supreme Court (2011–present) Q: What…more

Women in the Law, Young Lawyers

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Sales Tax Refunds on Defaulted Credit Sales: Does Anyone Get a Refund?

James Susa analyzes the state tax statutory structures and major court decisions on bad debt deductions and concludes that in practice, the availability of such a deduction is limited in scope. Each state that imposes…more

Bad Debt, Corporate Taxes, Credit Cards, Gross Receipts, Gross Receipts Tax

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January 31, 2014 Deadline for Reporting Incentive Stock Option Exercises and Employee Stock Purchase Plan Transfers that Occurred in 2013

As reported in Part 1 of our 2013 End of Year Plan Sponsor “To Do” Lists, Section 6039 of the Internal Revenue Code (the Code) requires employers to provide an information statement to each employee or former employee regarding:…more

Employee Stock Purchase Plans, Incentive Stock Options, Stock Options, Stocks

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Young Lawyers: Avoid Falling into Ethical Holes

Originally published in Commercial & Business Litigation, American Bar Association Section of Litigation, Fall 2012, Vol. 14 No. 1 - Ethics. Young lawyers face new and unfamiliar pressures — meeting billing requirements,…more

Ethics, Legal Ethics

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Ninth Circuit Opens Door for Protracted HAMP Litigation

Earlier this month, the Ninth Circuit reversed a lower court’s dismissal of two consolidated class action complaints, holding that mortgage servicers participating in the Home Affordable Modification Program (HAMP) are…more

Class Action, Default, Foreclosure, HAMP, Loan Modifications

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Nevada Foreclosure Law Changes

The Nevada Legislature recently passed amendments to the Nevada Revised Statutes (NRS) that appear to be intended to ease the nonjudicial foreclosure process for lenders and provide meaningful disclosure of what borrowers need…more

Affidavits, Amended Legislation, Borrowers, Foreclosure, Trustees

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Nevada’s New Medical Marijuana Law—Now What?

Despite the unsettled nature of federal enforcement of the federal criminal drug laws in the context of state medical marijuana laws, the Nevada Legislature enacted Senate Bill No. 374 during its recently completed 77th Regular…more

Decriminalization of Marijuana, Marijuana, Medical Marijuana

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California Supreme Court Rules That Song-Beverly Act Does Not Apply To On-Line Transactions

A little over a year ago, the United States District Court for the Central District of California ruled that California’s Song-Beverly Act (the Act), which prohibits collection of “personal identification information” in…more

Apple, Credit Cards, Electronically Downloaded Products, Internet Retailers, iTunes

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Doing Business In Arizona - A Legal Guide

Contents: Part I: A Brief Factual Look at Arizona: - Population and Job Growth - Personal Income - Exports - Leading Industries - Location - Business Costs - Labor Force - Education - Government -…more

Business Ownership

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Spotting an Accidental Franchise (and Why It Matters to You)

Imagine you own a successful business with retail locations in several Southern California cities offering desserts in a unique fun-filled party atmosphere operating under the name Dessert Dreams. A Chicago investor vacationing…more

Compliance, Employer Liability Issues, Franchise Tax Board, Franchises

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UPDATE: UCC Amendments Signed by Governor Brewer

The 2010 Amendments to Article 9 of the Arizona Uniform Commercial Code are now effective. UCC Amendments Pass Both Houses of the Arizona Legislature - This alert was previously published on April 17,…more

Article 9, Proposed Amendments, UCC

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Get Out the Vote! A Reminder to Employers Regarding Mandatory Time Off for Voting

Employers should not be fooled into thinking that voting leave issues arise solely in presidential election years. Indeed, with the recent shutdown of the federal government, and the seemingly insurmountable impasse in Congress,…more

Voting Leave

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The New Cybersecurity Framework—A Roadmap for All Companies

The recent string of well-publicized data breaches has demonstrated that cyber criminals are targeting companies of all sizes and in all industries. Even companies with the most sophisticated security systems admit that the…more

Critical Infrastructure Sectors, Cybersecurity, Cybersecurity Framework, NIST

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Utah Rejects the Multi-Employer Worksite Doctrine: General Contractors are Only Responsible for the Safety of Their Employees at a Worksite

The Utah Supreme Court recently held in Hughes General Contractors, Inc. v. Utah Labor Comm’n that the multi-employer worksite doctrine, which makes a general contractor responsible for the safety of all workers at a worksite,…more

General Contractors, OSHA, Safety Precautions, Workplace Hazards

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FDA Draft Guidance Aims to Clarify Appropriate Character-Space-Limited Social Media Use by Drug and Device Firms: Part One of Two

As technology continues to evolve, so do the ways in which patients and healthcare providers obtain information pertaining to medical products regulated by the Food and Drug Administration (FDA). Thomas Abrams, Director of the…more

Draft Guidance, Drug Manufacturers, FDA, Healthcare Providers, Internet

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Global Connection - October 2013: International Trade Commission’s “Fast-Track” Pilot Program: Be Prepared For More Speed

In June 2013, the International Trade Commission (“ITC” or “the Commission”) announced that it had launched a pilot program to test whether early rulings on certain dispositive issues in some Section 337 investigations could…more

Administrative Procedure Act, Discovery, Investigations, ITC, Section 337

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Policies on Personal Use of Company-Issued Electronic Communication Devices

Many employers permit their employees to access personal accounts from company-issued electronic communications devices. They also permit employees to use their personal devices for work. Those rules are both convenient for the…more

Cell Phones, Mobile Devices, Smartphones, Stored Communications Act

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The Department of the Interior Issues New Rules Regulating the Leasing of Tribal Lands

New regulations enacted by the U.S. Department of the Interior (DOI) applicable to tribal leases will have far reaching impacts on businesses, particularly renewable energy projects, utilizing tribal lands…more

Commercial Leases, Department of the Interior, Renewable Energy, Tribal Lands

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When to Think About an Interlocutory Appeal

You’ve just received a pretrial decision that seems to doom your client. You brace yourself for delivering the news and buckling down for a difficult trial. After all, there is no way to appeal that decision right now. Or is…more

Interlocutory Appeals

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Soliciting Charitable Dollars in Nevada? New Law Requires State Registration for Most Organizations.

The State of Nevada now requires non-profit corporations that solicit charitable contributions to register and provide certain information to the Nevada Secretary of State. This information will be a matter of public record and…more

Charitable Donations, Charitable Organizations, Registration

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Lenders Can Prepare for Tenant Offset Rights in SNDAs

Tenants’ limited recourse to their landlords has made “offset rights” a major issue in negotiating Subordination, Non-Disturbance and Attornment Agreements (SNDAs). Tenant offset rights arise when the tenant has the right…more

Commercial Leases, Default, Foreclosure, Landlords, Notice of Default

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IRS Announces Offshore Voluntary Disclosure Modifications and Revised Streamlined Procedures

On June 18, 2014, the IRS made significant changes to the procedures pursuant to which U.S. Persons can disclose any failure to timely file a Report of Foreign Bank and Financial Accounts (FBAR), and/or an international…more

FBAR, IRS, OVDP, Standards & Procedures

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Areas of Practice
  • Administrative Law
  • Agriculture
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Business Organizations
  • Business Torts
  • Class Action
  • Commercial Law & Contracts
  • Communications & Media Law
  • Constitutional Law
  • Construction Law
  • Criminal Law
  • Debtor/Creditor
  • Education
  • Elections & Politics
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Government
  • Health
  • Immigration Law
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Military Law
  • Privacy
  • Products Liability
  • Professional Malpractice
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Toxic Torts
  • Transportation
  • Wills, Trusts, & Estate Planning
  • Worker’s Compensation
  • Zoning, Planning & Land Use
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Locations
Other U.S. Locations
  • Arizona
  • California
  • Colorado
  • Nevada
  • Utah
Other Countries
  • Mexico
Number of Attorneys

400+ Attorneys

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