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April 2014 Client Alerts

April 28, 2014

Authors

Bryan Cave

April 2014 Client Alerts

April 28, 2014

by: Bryan Cave

Practice groups throughout Bryan Cave often prepare alerts on issues of interest to our clients and friends. Listed below are the Client Alerts published in April 2014.  Please click on the title to read the full text of the Alert.

 U.S. Supreme Court Clarifies Test For Standing to Sue Under Federal False Advertising Statute And Rejects Test Used by Several Circuits to Prohibit Suits Brought By Non-Competitor Businesses, published by the Commercial Litigation, Intellectual Property and Trademarks practice groups on April 1, 2014.

The Australian Privacy Principles:  They don’t apply to me, do they?, published by the Data Privacy and Security team, April 1, 2014.

SEC Convenes Cybersecurity Roundtable:  Highlights Importance of Cybersecurity for Public Companies and Financial Market Participants, published by the Corporate Finance and Securities practice group and Data Privacy and Security Team, April 4, 2014.

Now It Gets Personal:  Department of Justice Obtains its First

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August 2012 Client Alerts

September 4, 2012

Authors

Bryan Cave

August 2012 Client Alerts

September 4, 2012

by: Bryan Cave

SEC Issues Final “Conflict Minerals” Rule

The SEC has issued its final rule to implement the “conflict minerals” disclosure requirements in Dodd-Frank.  The SEC originally issued proposed rules with a comment period that was to have ended in January 2011.  Final rules were required to be published by April of 2011.  The SEC formally extended the public comment period by 30 days and then spent nearly 17 months receiving thousands of letters, meeting with many “interested persons,” and hosting an SEC Roundtable.  Dodd Frank amended the SEC Exchange Act of 1934 by adding a requirement that the  SEC publish disclosure rules concerning the use of certain minerals that originate in the Democratic Republic of the Congo.  To learn more about the disclosures required by the rule, please click here to read the Bulletin published by the Corporate Finance and Securities Client Service Group on August 29, 2012.

The Contraceptive Mandate:  What Do

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April 2012 Client Alerts

June 6, 2012

Authors

Bryan Cave

April 2012 Client Alerts

June 6, 2012

by: Bryan Cave

IRS Releases Proposed Rules on New Comparative Effectiveness Fee for Health Plans

On April 12, 2012 the IRS released proposed regulations regarding the collection of the fee for the Patient-Centered Outcomes Research Trust Fund (the “Fund”) under the Patient Protection and Affordable Care Act.  The Fund will be used to pay for the Patient-Centered Outcomes Research Institute which has the goal of helping health care providers and consumers make informed health decisions by synthesizing research comparing the outcome effectiveness of various treatments.  To learn more about proposed  regulations, the plans that will be impacted and the fee, please click here to read the Alert published by the Employee Benefits and Executive Compensation Client Service Group on April 23, 2012.

The Absolute Priority Rule:  An Endangered Species in Individual Chapter 11 Cases?

The absolute priority rule of Section 1129(b) of the Bankruptcy Code is a fundamental creditor protection in a Chapter

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January 2012 Client Alerts

February 3, 2012

Authors

Bryan Cave

January 2012 Client Alerts

February 3, 2012

by: Bryan Cave

Federal Trade Commission Increases Interlocking Directorates Thresholds

On January 24, 2012, the Federal Trade Commission announced its annual revision of the interlocking directorates thresholds under Section 8 of the Clayton Act.  The new thresholds were effective January 27, 2012.   The purpose of Section 8 of the Clayton Act 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 on the new thresholds, please click here for the January 27, 2012 Alert published by the Antitrust and Competition Client Service Group.

Premerger Notification Thresholds Increased

Effective February 27, 2012, 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.  One key effect of this year’s indexing

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SEC Advisory Committee Recommends Relaxing Restrictions on Solicitation and Advertising in Private Offerings

January 6, 2012

Authors

Eliot Robinson

SEC Advisory Committee Recommends Relaxing Restrictions on Solicitation and Advertising in Private Offerings

January 6, 2012

by: Eliot Robinson

On January 6, 2012, the Advisory Committee on Small and Emerging Companies established by the Securities and Exchange Commission (“SEC”) recommended that the SEC take immediate action to permit general solicitation and general advertising in private offerings of securities under Rule 506 of Regulation D where securities are sold only to accredited investors. Relaxing the current restrictions on general solicitation and advertising would facilitate the ability of companies to raise capital from accredited investors, who are generally viewed as able to fend for themselves. For example, relaxing these restrictions would make it easier for companies to publicize their financing plans and seek funding from investors without any pre-existing relationship.

Rule 506 of Regulation D provides a widely-used safe harbor from the registration requirements of the Securities Act of 1933 for qualifying private offerings. Under current Rule 506, neither the issuer nor any person acting on the issuer’s behalf may offer

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August 2011 Client Alerts

September 2, 2011

Authors

Bryan Cave

August 2011 Client Alerts

September 2, 2011

by: Bryan Cave

U.S. Supreme Court Upholds Arizona’s Employment Verification Law

On May 26, 2011, the U.S. Supreme Court upheld the Arizona law that sanctions employers for hiring unauthorized aliens and endorsed Arizona’s requirement that employers use the federal E-Verify screening program.  A 5-3 majority of the Court found that language in the Immigration Reform and Control Act of 1986 did not pre-empt the Arizona Law.  For the answers to frequently asked questions about the Arizona law, please click here to read the Client Alert published by the Labor & Employment Client Service Group on August 4, 2011.

Employers Should Consider Expressly Prohibiting FMLA Fraud

Many employers have updated their FMLA policies to reflect recent amendments to the law and revisions to the regulations.  Another aspect of an FMLA policy that merits attention is ensuring that the policy expressly prohibits FMLA fraud and specifies the penalty for the offense.  The United States Court

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July 2011 Client Alerts

August 13, 2011

Authors

Bryan Cave

July 2011 Client Alerts

August 13, 2011

by: Bryan Cave

Updated Claim Procedure Requirements for Non-Grandfathered Health Plans

The Internal Revenue Service, Department of Health and Human Services and Department of Labor have revised the interim final regulations governing internal claims and appeals and external reviews for non-grandfathered group health plans under the 2010 health reform law.  The have also revised the forms for adverse benefit determinations and updated the list of state consumer assistance programs.  Many of the changes ease the burden of plan administration.  To learn more, please click here to read the Alert published by the Employee Benefits & Executive Compensation Client Service Group on July 1, 2011. 

IRS Issues Guidance on Health Plan Excise Tax Returns, Code Section 162(m)

On June 24, 2011, the IRS finalized rules on automatic extensions for Form 8928 Excise Tax Returns for employer-sponsored health plans and also released guidance on performance-based compensation plans of public companies.  For highlights of the

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January 2011 Client Alerts

February 3, 2011

Authors

Jeannie Osborne

January 2011 Client Alerts

February 3, 2011

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

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Client Alerts November 2010

January 9, 2011

Authors

Jeannie Osborne

Client Alerts November 2010

January 9, 2011

by: Jeannie Osborne

Criminal Action Against In-House Lawyer Underscores Risks in Dealing with Government Investigations

Lawyers who deal with government investigators and regulators should take note of a recent federal criminal action charging a former in-house lawyer at GlaxoSmithKline for statements she made while representing the company in a government investigation.  For more information, please click here to read the Client Alert published by the White Collar Defense & Investgations, Securities Litigation and Enforcement practice group on November 29, 2010.

Qualified Retirement Plans: Year-End Compliance

Although 2010 has been dominated by new healthcare-related laws and regulations requiring significant design changes to group health plans, as discussed in a prior alert, qualified retirement plans are not immune to new requirements that must be addressed by the end of 2010.  For more information, please see the Client Alert published b y the Employee Benefits and Executive Compensation Client Service Group on November

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October 2010 Client Alerts

November 2, 2010

Authors

Jeannie Osborne

October 2010 Client Alerts

November 2, 2010

by: Jeannie Osborne

IRS Has Announced its 2011 Cost-of-living Adjustments for Retirement Plans

On October 28 the IRS issued a press release announcing its 2011 cost-of-living adjustments for retirement plans.  For a chart reflecting the qualified plan limits for years 2008-2011, please click here to see the Employee Benefits & Executive Compensation Group’s Client Alert published October 28, 2010.

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

The SEC has released its proposed “say-on-pay” and related golden parachute rules to implement the provisions of Dodd-Frank set forth in new Section 14A of the Securities Exchange Act of 1934.  The comment period will close on November 18, 2010 and the SEC plans to issue final rules in early 2011.  For a discussion of the proposed rules, please click here to read the Bulletin published by the Corporate Finance and Securities Group on October 20, 2010.

Employee Benefits Provisions of the Small Business Jobs Act of 2010

On

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