January 2011 Client Alerts

February 3, 2011

Authored by: Jeannie Osborne

SEC Issues Final “Say-on-Pay” and “Golden Parachute” Rules

On January 25, 2011, the Securities and Exchange Commission released its final “say-on-pay” and related golden parachute rules to implement the provisions of Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  For a summary of the rules, please click here to read the Bulletin published by the Corporate Finance and Securities Group on January 27, 2011.

SEC Issues Proposed Rules for “Conflict Minerals” Disclosure

The Securities and Exchange Commission has issued proposed rules to implement the “conflict minerals” disclosure requirements in Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 1502 amended the Securities Exchange Act of 1934 (the “Exchange Act”) by adding Section 13(p). Section 13(p) requires the SEC to promulgate disclosure rules concerning the use of certain minerals that originate in the Democratic Republic of the Congo or its adjoining countries (the “DRC countries”).  For more information on the proposed rules, please click here to read the Client Alert published by the Corporate Finance and Securities Client Service Group on January 3, 2011.

When All Appropriate Inquiry Isn’t Enough: Court Highlights the Significance of Other Factors in the Bona Fide Prospective Purchaser Defense

Anyone who has been involved in a real estate transaction relating to commercial or industrial property has likely dealt with conducting “All Appropriate Inquiry” into the site, which generally includes the preparation of a Phase I Environmental Site Assessment and may include Phase II sampling work. All Appropriate Inquiry (“AAI”) is one necessary component of the “bona fide prospective purchaser” (“BFPP”) defense established under the 2002 Brownfields amendments to Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”). The BFPP defense is intended to protect property owners from liability for contamination that clearly occurred prior to their period of ownership. However, conducting AAI is not the only prerequisite to establishing a BFPP defense. The BFPP requirements beyond AAI are highlighted in Ashley II of Charleston, LLC v. PCS Nitrogen, et al., 2010 U.S. Dist. LEXIS 104772 (D.S.C. Sep. 30, 2010), one of the first cases to address in detail the BFPP defense. To learn more about this case, please click here to read the Client Alert published by the Environmental Client Service Group on January 3, 2011.

IRS Issues Guidance Relating to the Tax Treatment of Gift Cards

On January 5, 2011, the IRS issued two revenue procedures that address certain federal income tax consequences relating to (1) taxpayers that issue, but do not themselves redeem, gift cards and (2) retailers that provide gift cards in exchange for returned merchandise.  To read more about these procedures, please click here to read the Client Alert published by the Tax Advice and Controversy Client Service Group on January 6, 2011.

Beware Domain Name Scams

Have you received an official looking document from an entity claiming to be a “domain name registration center”? If so, you may be the target of a domain name scam. These letters often claim that third parties are attempting to purchase domain names abroad using a brand owner’s trademarks, and offer to help prevent such a registration. To read more about this scam, please click here to read the Client Alert published by the Retail Team of the Intellectual Property Client Service Group on January 12, 2011.

Georgia Ethics Legislation Went into Effect in January

Ethics legislation that went into effect in January in the State of Georgia provides that salespeople for companies who try to convince state, city and county agencies to buy their goods or services have to register as lobbyists with the Georgia State Ethics Commission (the “Commission”).  Senate Bill 17 was introduced and moved through the Georgia General Assembly due in large part to a wave of scandals involving elected officials and lobbyists at the state level.  For more information, please click here to read the Bulletin published by the Public Policy and Public Affairs Practice  on January 4, 2011.

CPSC Opens Business Registration for New Consumer Product Safety Information Database

Private labelers, manufacturers, and importers can now pre-register to receive online access to reports by consumers involving their products that will be submitted on the Consumer Product Safety Commission’s new Consumer Product Safety Information Database.  The Database, a requirement under the Consumer Product Safety Improvement Act, has been launched on a trial basis and will launch officially in March.  To learn more about the Database, please click  here to read the Antitrust, Franchise & Consumer Law Client Service Group Alert published January 24, 2011.

Federal Trade Commission Increases Interlocking Directorates Thresholds

On January 21, 2011 the Federal Trade Commission announced the 2011 interlocking directorates thresholds under Section 8 of the Clayton Act.  The purpose of Section 8 is to prevent a “person” from serving as an officer or director of corporations that compete with one another in the marketplace, unless that competition is very limited.  For more information, please click here to see the Alert published January 26, 2011 by the Antitrust, Franchise & Consumer Law Client Service Group.

Premerger Notification Thresholds Increased

Effective February 24, 2011, the jurisdictional thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, will be increased.  Pursuant to statutory amendments made in 2000, the thresholds are annually adjusted based on changes in gross national product.   To learn more, please click here for the Alert published January 25, 2011 by the Antitrust, Franchise & Consumer Law Client Service Group.

IRS May Be Close to Implementing New Off-Shore Voluntary Disclosure Program

It has been widely reported in the press and informally announced at the American Bar Association Section of Taxation Meeting held January 21, 2011 that the IRS will soon reveal the details of a new offshore voluntary disclosure program.  To learn more about the program, please click here for the January 2011 Bulletin published by the Tax Advice and Controversy Client Service Group. 

The English Courts Look Again at the ISDA Master Agreement

Section 2(a)(iii) of the ISDA Master Agreement – The latest case before the English courts still conflicts with the position of the US Bankruptcy Court.  The case required the English High Court to look again at the consequences of section 2(a)(iii) of the ISDA Master Agreement on the obligations of the parties when an event of default occurs.  For a discussion of the case, please click here to read the January 2011 Briefing published by the Banking, Business and Public Finance Client Service Group (London).

New UK Employment Laws for 2011

Please click here for the Labour and Employment Client Service Group (London)  Briefing published January 20, 2011 which sets out the key changes to UK employment law expected to take place in 2011, including the just-announced changes to the default retirement age and paternity leave.