Corporate Counsel

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Privacy in the Cloud: A Legal Framework for Moving Personal Data to the Cloud

For many companies, the main question about cloud computing is no longer whether to move their data to the “cloud,” but how they can accomplish this transition. Cloud (or Internet-based on-demand) computing involves a shift...more

How to Tailor Your Strategies for Engaging With Shareholder Activists

When it comes to engaging with shareholder activists, one size does not fit all. It’s crucial to think about the activist’s goals and possible outcomes. Is the activist seeking governance reforms, or a short-term return on...more

Lights Out for a 401(k) Investment Fund? Don't Forget the Blackout Notice Rules.

One of your company’s 401(k) investment fund options is underperforming. Or, perhaps the fund is no longer appropriate for your employees. Or, perhaps a fund’s wildly successful fund manager has jumped ship to another fund...more

NLRB Finally Finds Facebook Activity That It Doesn’t “Like”

The National Labor Relations Board (NLRB) finally found a Facebook conversation it couldn’t bring itself to “Like.” In Richmond District Neighborhood Center, Case 20-CA-091748 (October 28, 2014), the NLRB held that a Facebook...more

California Attorney General Releases 2014 Data Breach Report and Recommendations, Finding More of the Same.

On October 28, 2014, Attorney General Kamala Harris released the second annual California Data Breach Report. The report detailed the nature and scope of data breach notifications that her office received in 2013. Her office...more

A Primer on Voting Leave Requirements: Are You Ready for the Mid-Term Elections?

General elections are scheduled for Tuesday, November 4, 2014. This mid-term election will see all 435 seats in the U.S. House of Representatives and 33 of the 100 seats in the U.S. Senate up for grabs. In addition, numerous...more

Be Prepared: Understanding the Impact That the Ebola Outbreak May Have on Employers

Two months ago, many Americans were unfamiliar with the term “Ebola.” It’s amazing how quickly things can change. Today, you cannot turn on your television or read a news article without hearing or seeing reference to this...more

Counterfeit Goods: Has the War on ISPs Just Gotten Tougher?

The pressure on ISPs to take responsibility for the sites accessible through their services has been growing in recent years (e.g., the requirement for certain ISPs to block filesharing sites). On October 17, 2014, the High...more

Marijuana Card Saves Unemployment Benefits, Not Job

In the rapidly evolving interplay between federal and state employment laws, state medical marijuana laws, and employer policies seeking to maintain drug-free workplaces, an appellate court in Michigan has just concluded that...more

Self-reporting, Extensive Cooperation Yields Reduced Fine In SEC FCPA Action

Layne Christensen, a global water management, construction and drilling company resolved FCPA bribery and books and records and internal controls charges with the SEC. In the Matter of Layne Christensen Company, Adm. Proc....more

Operation Delaware Shield: The Corporate Veil Is Alive and Well

In the recently concluded Cornell Glasgow, LLC v. Nichols, the Delaware Court of Chancery endorsed and upheld shielding individuals from personal liability through the "best practices" use of limited liability entities in...more

Seminal Decision Could Make it Harder for Publicly Traded Employers to Defeat Sarbanes-Oxley Whistleblower Claims

Long awaited in Sarbanes-Oxley Act (SOX) whistleblower circles, on October 9, 2014 the U. S. Department of Labor's Administrative Review Board (ARB) issued a split 2-1 panel decision in Fordham v. Fannie Mae, ARB No. 12-061,...more

EEOC Legal Counsel Says Blanket Policy Prohibiting Alcoholic Employees From Drinking Could Violate ADA

Here is a common workplace scenario: An employee tests positive for use of alcohol following a random screening. As a condition of continuing employment, the employee consults with the company’s EAP, which informs the...more

Four Tips for Navigating the Compliance Challenges of Election Season

Early voting has already begun and, if your state is like mine, you’re being inundated with campaign ads and “robo calls.” Yes, it’s election season again and, for ethics and compliance officers, this time of the year often...more

COPPA Compliance is Important for General Audience Websites, Too

Yelp’s $450,000 settlement with the FTC in September should serve as an important reminder for all owners and operators of websites or mobile apps – even if your site is not for kids, you need to know and abidge by what the...more

Seven Steps for Employers to Address the Ebola Threat (Step 1: Don’t Panic!)

The recent outbreak of the Ebola virus in West Africa, with the few isolated cases occurring in the United States, is spurring employers to review their emergency response plans for pandemic preparedness. In seven steps,...more

Align by Design: Global Privacy Authorities Weigh in on the Internet of Things

The rapid growth of the internet of things has sharpened public focus on consumer data protection practices. On October 14th, the 36th International Conference of Data Protection and Privacy Officials offered its views on...more

Right on Target: Employer not liable for investigating wallet theft

Employee theft is a serious problem. Employers may suffer significant losses. When the victim is a third-party customer, the employer may lose customers, credibility, and goodwill. Either way, employers cannot look the other...more

Federal Court Dismisses Complaint Against EEOC for Unauthorized Use of Employer’s E-Mail System

Late last year we reported that Case New Holland, Inc. (CNH) had sued the EEOC after learning that the agency, in the course of investigating a claim of age discrimination, had sent a blast email. This email was linked to a...more

Second Circuit Allows After-Acquired Evidence to Support Termination Decision

On October 9, 2014, the United States Court of Appeals for the Second Circuit, in a summary order, affirmed a district court’s admission of evidence at trial of a former employee’s misconduct, discovered after the employee’s...more

Cyber coverage: mind the gap

This alert identifies a number of important themes in the growing area of exposure to cyber risks and offers advice on how to negotiate the new array of insurance coverage on the market....more

Court Dismisses Shareholder Derivative Action Targeting Directors and Officers for Data Breaches

Earlier this week a federal district court in New Jersey dismissed with prejudice a shareholder derivative suit, Palkon v. Holmes, No. 14-CV-01234 (SRC) (D.N.J.), that tried to blame the directors and officers at hospitality...more

Et tu, Brutus? Yet Another New York Court Offers Guidance on the Do’s and Don’ts (Mostly Don’ts) in Post-Employment Restrictive...

A recent non-compete case out of a New York County court offers employers valuable drafting tips on non-compete and non-solicitation provisions....more

The Major Threat Presented by a Tiny Thumb Drive

In our modern, ever-electronic, workplace, it continues to become ever-easier for dishonest employees to help themselves to their employer’s most sensitive and valuable assets through wholesale electronic copying of...more

6 Guidelines for Fostering a Culture of AML Compliance

The Financial Crimes Enforcement Network (FinCEN) is hoping to help financial institutions increase compliance with the Bank Secrecy Act (BSA) and anti-money laundering (AML) regulations. Noting that violations often stem...more

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