Qualified Legal Compliance Committees: A Useful Tool For Investigating Reports Of Material Violations
Section 307 of the Sarbanes-Oxley Act of 2002 requires the Securities and Exchange Commission (Commission) to adopt new standards governing the conduct of attorneys who represent public companies before the Commission. On January 23, 2003, the Commission adopted final rules to implement Section 307. The rules, which become effective on August 5, 2003, establish minimum standards of professional conduct for attorneys appearing and practicing before the Commission in the representation of an issuer as well as reporting procedures that must be followed if an attorney becomes aware of a 'material violation.' As discussed herein, establishing a Qualified Legal Compliance Committee (QLCC) could save issuers valuable time and create a more controlled and efficient process in identifying and rectifying potential material violations.
E-mail & Unions: NLRB to Address Access to E-mail During Union Organizing Campaign
With the United States economy still struggling to regain its footing, many unions see this period of economic, and employment, instability as an opportunity to sway employees to seek the 'protection' of union membership. Recent reports indicate that labor union organizing efforts are on the rise nationally. Furthermore, as unions focus on improving their campaign strategies, the average rate of union victory has increased slightly. Many employers are finding themselves in the midst of fierce union organizing campaigns, the outcomes of which could impact the continued viability of the companies.
After Iraq: Employer Obligations To Employees Who Are Returning From Military Leave
According to recent reports, approximately 220,000 reservists and National Guard members are on active duty. With the first phase of the Iraqi war nearing an end, many of these individuals may soon return home. This article answers some of the most frequently-asked questions by employers concerning their obligations to employees both while such employees are on military leave as well as when they return to work as civilians. An employer's obligations with respect to these issues is governed by the Uniformed Services and Reemployment Rights Act (USERRA).
Settlement Negotiators Beware: Verbal Negotiations May Have Unintended Consequences
Many corporate and litigation counsel know that oral settlement agreements may be enforceable. However, such counsel should be aware that terms discussed as mere possibilities during settlement negotiations may be mistakenly or knowingly misconstrued by an opposing party as an actual settlement agreement or an offer to settle. The former, or acceptance of the latter, could lead to two undesirable results if opposing counsel seeks enforcement by the court. First, the court could require an unwanted lengthy and expensive evidentiary proceeding to determine whether or not such an agreement occurred ' an outcome which would be based solely on the credibility of the witnesses involved. Second, and even worse, the court could enforce an unintended settlement agreement. In fact, if the underlying lawsuit is pending in federal court, such unintended and unwanted results could occur even if the otherwise applicable state law has a writing requirement.
Features
Corporate Governance and The Role of the Governance Officer
A French acquaintance recently commented that my job is very '' la mode.' She was not referring to ice cream; rather, she was suggesting that the role of the corporate governance officer is very trendy. There certainly has been a lot of media buzz about corporate governance in recent months, including reports that a growing number of public companies have designated governance officers. However, neither corporate governance nor the role of the corporate governance officer should be viewed as a fad that will soon pass from the scene. The effort to achieve and maintain good governance is here to stay; there is much evidence that the corporate and investment establishments are creating permanent infrastructures to develop, evaluate and continuously improve governance practices.
Features
Managing Sarbanes-Oxley Requirements
The Sarbanes-Oxley Act creates a number of new requirements for publicly traded companies that are intended to improve corporate governance and avoid another WorldCom or Enron. While many organizations have focused on the immediate requirements, more needs to be done to help create a corporate culture that both promotes legal and ethical business practices and provides employees with an effective tool to report fraud or accounting irregularities.
Features
The Moseley Decision: The Supreme Court On Trademark Dilution
The U.S. Supreme Court recently issued its first decision interpreting the Federal Trademark Dilution Act of 1995 (FTDA) in Moseley v. V Secret Catalogue, Inc. In an opinion that corporate counsel were eagerly awaiting, the unanimous Court held that proof of actual dilution was required to succeed on a claim of trademark dilution under the FTDA. This decision effectively raises the bar for trademark owners and their counsel to prove a claim of actual dilution.
Features
The Road to SEC Compliance
The SEC recently issued new rules regulating the conduct of attorneys practicing before it. The SEC has also proposed a new rule ' open for a 60-day comment period ' that would create an 8-K public reporting requirement by the board of directors, to be triggered by a lawyer's mandatory withdrawal from the representation in the event of uncorrected client actions.
Navigating the FLSA's 'White Collar' Exemptions
Most sophisticated employers are aware that the Fair Labor Standards Act (FLSA) requires that employees be paid overtime when they have worked more than 40 hours per week. Most employers also know that the FLSA contains certain exemptions from that rule. Those exemptions include what are commonly known as the 'white collar' exemptions. The white collar exemptions apply to those employees 'employed in a bona fide executive, administrative, or professional capacity.' When those exemptions apply, they may save significant overtime costs and ' often more importantly ' provide employers with useful flexibility for scheduling employees. Unfortunately, many employers in various industries are classifying employees as exempt who do not qualify for the exemption.
Features
Hotline
Recent developments of interest to corporate counsel.
Need Help?
- Prefer an IP authenticated environment? Request a transition or call 800-756-8993.
- Need other assistance? email Customer Service or call 1-877-256-2472.
MOST POPULAR STORIES
- Strategy vs. Tactics: Two Sides of a Difficult CoinWith each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.Read More ›
- 'Huguenot LLC v. Megalith Capital Group Fund I, L.P.': A Tutorial On Contract Liability for Real Estate PurchasersIn June 2024, the First Department decided Huguenot LLC v. Megalith Capital Group Fund I, L.P., which resolved a question of liability for a group of condominium apartment buyers and in so doing, touched on a wide range of issues about how contracts can obligate purchasers of real property.Read More ›
- The Article 8 Opt InThe Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.Read More ›
- CoStar Wins Injunction for Breach-of-Contract Damages In CRE Database Access LawsuitLatham & Watkins helped the largest U.S. commercial real estate research company prevail in a breach-of-contract dispute in District of Columbia federal court.Read More ›