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Alerts & Newsletters
| | Labor & Employment |
| | 08.17.10 | Illinois Joins Other States in Prohibiting Employment Discrimination Based on Credit History
Chad W. Moeller
Abstract: Today’s downtrodden economy has caused unemployment rates to skyrocket and, consequently, has resulted in a multitude of otherwise fiscally responsible individuals falling behind on their debts and obligations. Despite this reality, many employers continue to use credit checks as an integral part of their pre-employment screening process. Individuals whose credit scores have been negatively impacted by unemployment end up being disqualified for employment due to their poor credit history. In an effort to stop this self-perpetuating cycle, Illinois has enacted the Employee Credit Privacy Act (H.B. 4658). The Act, signed into law by Governor Pat Quinn on August 10, 2010, prohibits employers from using credit information in making employment decisions. Employers must act now to ensure that their employment practices comply with the new law. |
| | 08.12.10 | Amendments to the Illinois Wage Payment and Collection Act Increase Employer Liability and Damages Exposure
Chad W. Moeller
Abstract: Illinois Governor Pat Quinn recently signed into law several amendments to the Illinois Wage Payment and Collection Act (IWPCA) that give employees more relief when employers fail to properly pay all wages owed. The amendments, which go into effect on January 1, 2011, also give employees a new avenue for adjudicating most wage claims and also make employers (and responsible managers) subject to more severe criminal penalties and sanctions.
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| | Health Law |
| | 09.18.09 | Final HHS and FTC Data Breach Notification Rules Will Take Effect Soon
Dan J. Hofmeister, Jr., Amir Azaran, Stephanie B. Vasconcellos
Abstract: The Department of Health and Human Services ("HHS") and the Federal Trade Commission ("FTC") recently issued interim final security breach notification rules, as required by the federal stimulus package—the American Recovery and Reinvestment Act of 2009 (“ARRA”). The HHS Rule will take effect on September 23, 2009, and the FTC Rule will take effect on September 24, 2009, though both agencies have indicated that they will delay enforcement of the rules until February 22, 2010. The regulations address how individuals and others must be notified in the event a security breach compromises “unsecured” health information. Read about the new rules in the Health IT Alert, "Final HHS and FTC Data Breach Notification Rules Will Take Effect Soon." |
| | 02.23.09 | Stimulus Package Advances Health Information Technology Standards Adoption and Comparative Effectiveness Research
Amir Azaran
Abstract: National health information technology standards have been fast-tracked by the American Recovery and Reinvestment Act of 2009, the $787 billion economic stimulus package enacted on February 17, 2009. The Act establishes a public-private framework for the rapid identification of health information technology standards to set the foundation for the national health information infrastructure. The Act also creates a federal council to coordinate and advance comparative effectiveness research to improve the quality of health care. These provisions of the stimulus package are summarized in the attachedNGE Health IT Alert, Stimulus Package Advances Health Information Technology Standards Development and Adoption and Comparative Effectiveness Research. | | More » |
| | Finance |
| | 07.07.05 | Recent UCC Decision Threatens to Shake Up Due Diligence Landscape
Abstract: On June 21, 2005, the United States Court of Appeals for the Sixth Circuit issued a ruling that will require lenders to rethink how they perform due diligence reviews in connection with secured transactions. |
| | Intellectual Property |
| | 07.15.10 | TTAB Sustains Opposition Based Solely on Likelihood of Dilution by Blurring For the First Time Since the Passage of the Federal Dilution Trademark Act
Robert E. Browne
Abstract: On June 11, 2010, the Trademark Trial and Appeal Board (the “Board”) sustained the National Pork Board and National Pork Producers Council’s (“Opposers”) opposition to registration of the mark “THE OTHER RED MEAT” based on the likelihood that its registration would blur the distinctiveness of Opposers’ mark “THE OTHER WHITE MEAT.” Nat’l Pork Bd. & Nat’l Pork Producers Council v. Supreme Lobster & Seafood Co., 2010 WL 2513872 (Trademark Tr. & App. Bd. Jun. 11, 2010). The ruling is significant because the Board sustained the opposition without considering likelihood of confusion as a ground for opposing the registration. The Board’s decision is the first to sustain an opposition based solely on the ground of likelihood of dilution by blurring since the Federal Dilution Trademark Act, and the Trademark Amendments Act of 1999 went into effect. |
| | 07.08.10 | Beware Aggressive Marketers of Asian Domain Names
Lee J. Eulgen
Abstract: Recently, many of our clients have received emails from purported Asian domain name registrars that utilize a particular scare tactic in an attempt to convince our clients to register domain names comprised of their brands with the .CN, .HK, .IN, and other Asian country code domain indicators. The emails allege that the registrar has received a third-party application to register certain domain names comprised of the client’s brand, and request the client contact them to discuss the issue. If and when the company does contact the registrar, the registrar attempts to sell the client those domains. | | More » |
| | Litigation |
| | 02.18.10 | Is a Scheme to Deprive Another of the “Right to Control Spending” Mail Fraud?
Abstract: The mail-fraud statute ‘‘does not make a federal crime of every deceit.’’ Rather, that statute is ‘‘limited in scope to the protection of property rights,’’ and ‘‘makes criminal only schemes to deprive people of property rights.’’ Therefore, a deception that neither contemplates nor leads to the deprivation of another’s property does not violate Section 1341. |
| | 02.11.09 | An Illinois Court Refuses to Yield on an Issue in Concurrent, Parallel Litigation That It Decided First
Christopher D. Mickus, Patrick Frye
Abstract: Picking the playing field for dispute resolution is often key to a good outcome and can be done by contract long before litigation is a reality. Yet if that is not done, and one national corporation is in a contentious dispute with another, both sides may sue each other within days in different courts. The dilemma then is what to do when one court rules on an issue that is also before the other court, as was the case in recent product liability-related litigation. In a December 29, 2008 opinion rendered in Allianz Insurance Co. v. Guidant Corp., the Illinois Second District Appellate Court addressed what an Illinois court should do when another state’s court renders a decision on the same point in concurrent, parallel litigation between the same parties that contradicts an earlier ruling by the Illinois court. | | More » |
| | Employee Benefits & Executive Compensation |
| | 06.01.10 | Impact of the New Health Care Reform Law: What Employers Need to Know
Jeffrey J. Bakker, Patricia S. Cain, Stephanie B. Vasconcellos
Abstract: The health care reform legislation that President Obama signed into law in March, 2010 contains sweeping changes that affect all those involved in the health care system: individuals, providers, insurers and not the least of all, employers. The legislation consists of two separate laws — the Patient Protection and Affordable Care Act (“PPACA”) and the Health Care and Education Reconciliation Act of 2010 (“HCERA;” collectively, PPACA and HCERA will be referred to herein as the “Act”). The Act includes dozens of provisions that will significantly affect the role of the employer in providing health coverage to employees. |
| | 02.17.09 | COBRA Provisions in Economic Stimulus Legislation Require Employers to Act Now
Patricia S. Cain, Jeffrey J. Bakker
Abstract: As part of its efforts to help the unemployed, Congress included a 65% subsidy for COBRA and certain state continuation coverage premiums in the economic stimulus legislation that is expected to become law on February 17, 2009. For most employees, the subsidy will become effective on March 1, 2009. The subsidy allows employees who are involuntarily terminated to pay a reduced premium equal to 35% of the regular premium for continuation coverage. An employer or insurer recoups the other 65% of the premium by claiming a credit against its payroll taxes. The legislation also provides a special COBRA election for qualified beneficiaries who are entitled to continuation coverage by virtue of a covered employee’s involuntary termination of employment on or after September 1, 2008. The attached briefing describes the new subsidy and other COBRA provisions in the economic stimulus legislation and sets forth an action plan for employers to comply with the new rules. | | More » |
| | Corporate Governance |
| | 11.13.07 | Majority Voting in Director Elections — An Activist Success Story
Claudia H. Allen
Abstract: As companies prepare for the 2008 proxy season, they are faced with the reality that majority voting for the election of directors has become the prevailing election standard among large public companies, and is also being adopted by mid-cap, small cap and micro-cap companies. As demonstrated by the November 2007 edition of the Study of Majority Voting in Director Elections, prepared by Claudia H. Allen, partner and chair of the Corporate Governance Practice Group of Neal, Gerber & Eisenberg LLP, 66% of the companies in the S&P 500, and over 57% of the companies in the Fortune 500 have adopted a form of majority voting, compared to 16% of the S&P 500 in February 2006. |
| | 02.07.07 | Updated Study Reveals Majority Voting in Director Elections Tops 50% Among S&P 500 as 2007 Proxy Season Gets Underway
Claudia H. Allen
Abstract: As the 2007 proxy season gets underway, majority voting in director elections has been transformed from a controversial activist-driven governance practice adopted by a small number of public companies, to a mainstream governance standard. As indicated in the February 2007 edition of Study of Majority Voting in Director Elections, prepared by Claudia H. Allen, partner and chair of the Corporate Governance Practice Group of Neal, Gerber & Eisenberg LLP, over 52% of the companies in the S&P 500 have adopted a majority vote policy, bylaw and/or charter provision, compared to under 20% of the companies in that index when the Study was initially published one year ago. Moreover, the February 2007 edition demonstrates that companies are increasingly adopting true majority vote bylaws, and in some cases, charter provisions, in contrast to one year ago, when companies were generally adopting Pfizer-style majority vote policies. Among the 371 companies analyzed in the updated Study are AT&T, Bank of America, CIGNA, Comerica, CVS, Deere & Company, Exelon, First Data, General Mills, Genworth Financial, Goldman Sachs, Goodrich, Halliburton, Humana, International Paper, Lehman Brothers, Lexmark, Marathon Oil, McDonald's, McGraw-Hill, McKesson, NiSource, Northrop Grumman, Novell, Qwest, Spectra Energy, St. Paul Travelers, Terex, WellPoint, Whirlpool and Yahoo! | | More » |
| | Private Wealth Services |
| | 06.21.10 | The GRAT’s Last Act? Proposed Legislation and Low Rates Require Another Look at GRATs
Lawrence I. Richman, Martin H. Tish, Eric N. Mann, Michael C. Diedrich, Lauren A. Geoffrey
Abstract: On June 15, 2010, the U.S. House of Representatives passed the “Small Business Jobs Tax Relief Act of 2010” (H.R. 5486), which would restrict the use of grantor retained annuity trusts (“GRATs”) by requiring (1) a 10-year minimum term and (2) a taxable gift upon formation. These limitations are identical to those proposed in the “Small Business and Infrastructure Jobs Tax Act of 2010” (H.R. 4849) passed in March, which received no Senate action. |
| | 05.04.10 | Charities Not Filing IRS Returns for Three Years Face Automatic Loss of Tax-Exemption
Sally L. Venverloh, Marshall E. Eisenberg, Michael C. Diedrich, Lawrence I. Richman
Abstract: Under the Pension Protection Act of 2006, any tax-exempt organization that fails to timely file a federal tax return (Form 990 or 990-PF) or Form 990-N “e-Postcard” for three consecutive years will automatically lose its federal tax exemption. The first round of such automatic revocations will occur at midnight on May 15, 2010, when up to 400,000 tax-exempt organizations using a December 31 year end will automatically lose their tax exemption if they failed to file a federal tax return for 2007, 2008 and 2009. An organization and its donors will face serious consequences as a result of the revocation of tax-exempt status. | | More » |
| | Tax |
| | 10.20.09 | IRS to Begin Employment Tax Audit Initiative
Robert A. Bedore, Kenneth L. Harris
Abstract: Starting in February 2010, the Internal Revenue Service (“IRS”) will begin a National Research Program (“NRP”) to investigate employment tax compliance. Under the NRP, the IRS plans to audit 6,000 randomly-selected taxpayers over the course of three years. The taxpayers selected for these audits are expected to constitute a representative sample of all employers, including large and small businesses and tax-exempt entities. The auditors are expected to focus on five areas – worker misclassification, fringe benefits, officers’ compensation, employee expense reimbursement plans, and nonfilers – which are discussed in greater detail below. |
| | 05.22.08 | Foreign Bank Account Reports Filing Deadline Is June 30th
Scott J. Bakal
Abstract: As more individuals invest internationally and continue to open bank and brokerage accounts in foreign countries, it is important to remember that each person having a financial interest or the ability to direct the distribution of funds in foreign accounts having an aggregate value of $10,000 or more must file Treasury Department Form TD F 90-22.1. | | More » |
| | Information Technology |
| | 02.24.10 | Compliance Deadline for New Massachusetts Privacy Regulations Is March 1, 2010
Robert M. Weiss, Amir Azaran
Abstract: The Massachusetts Office of Consumer Affairs and Business Regulation has issued regulations that set forth new data privacy standards regarding the personal information of Massachusetts residents. The regulations define “personal information” as a first and last name or first initial and last name, coupled with any one of the following: (a) Social Security number; (b) driver’s license or state-issued ID number; or (c) financial account or credit/debit card number. If your organization, in the course of its business, receives, maintains, processes, or otherwise has access to the personal information of Massachusetts residents (whether your customers or employees), by March 1, 2010, you must develop, implement, and maintain a comprehensive information security program that meets certain criteria, and you must implement certain types of computer system security, as further described in this Alert. |
| | 12.10.08 | Illinois Requires Written Policies on Biometric Data Retention
Robert M. Weiss
Abstract: Private entities that collect or otherwise possess biometric information or biometric identifiers are now subject to certain restrictions regarding that information and must develop and make available to the public a written policy regarding the entities’ retention and destruction of such information, pursuant to a recently enacted Illinois law (see 740 ILCS 14). | | More » |
| | Fund Formation & Investment Management |
| | 08.25.09 | Unregistered Finders: A Trap for the Unwary
Michael B. Gray
Abstract: The struggling economy and the tight credit market have made many companies turn to third-party intermediaries to help them raise capital or sell all or part of their business. Private funds are also increasingly looking to intermediaries for assistance in identifying potential sources of funding. These intermediaries, sometimes called “business brokers” or “finders” and referred to generically in this memorandum as “finders,” often tout their long lists of industry connections and extensive experience in facilitating transactions or fund raising. Companies and funds should think twice about engaging a finder without proper due diligence, however. Many finders should be – but are not – registered as broker-dealers with the Securities and Exchange Commission (the “SEC”). A company or fund that hires a finder that is not properly registered with the SEC may be unwittingly subjecting itself to future risks and liabilities, including the risk that investors or other parties to a transaction facilitated by the unregistered broker-dealer could later unwind the transaction. |
| | 06.29.09 | IRS Explains Late Filing Procedures for Certain Foreign Bank and Financial Account Report Filers (Including Investors in Certain Offshore Funds)
Michael B. Gray, Scott J. Bakal, Matthew T. Koenders
Abstract: US taxpayers having a financial interest in or signature or other authority over foreign financial accounts have been required to file a "Report of Foreign Bank and Financial Accounts" on Form TD F 90-22.1 (also known as an "FBAR") with the Treasury Department for a number of years. The FBAR reporting requirements have recently taken on additional importance, as a result of the IRS' pursuit of taxpayers with unreported foreign income and the issuance of a revised FBAR form for the 2008 reporting year defining a "financial account" to include certain equity interests in commingled funds, including mutual funds. | | More » |
| | White Collar Criminal, Regulatory & Internal Investigative Services |
| | 11.28.07 | From the Sideline to the Front Line: United States v. Sulzbach
Michael Z. Gurland
Abstract: Seasoned fraud investigators have long described the crux of their task as one of following the money. In a number of current criminal and civil fraud cases, however, that adage has been turned on its head. In criminal prosecutions and False Claims Act complaints against corporate compliance officers and in-house counsel, it has become clear that government investigators have eschewed the trail of the money for the trail of the pen. Corporate counsel and compliance officers are often those who are required to use their pens to verify and certify the filings and reports required by governmental agencies. If there is any colorable claim that the attorney or compliance officer knew about or should have known about a corporate fraud or false claim, then their signature is their one-way ticket to criminal or civil liability. What has become increasingly evident is that the role of the corporate counsel and compliance officer has never been more fraught with danger and ambiguity. Generally, the lack of personal profit may argue that these individuals are on the sidelines in a fraud case. More often than not, the money trail does not lead to their door. But their signing obligations have thrust them onto the front line. Their challenge is to be armed for this task – with more than just their pen. |
| | 06.26.07 | To See Or Not To See, That Is Not The Question
Michael Z. Gurland
Abstract: “[C]orporate compliance officers are very much today’s corporate fire personnel. They are often the company’s first responders and must focus on both proactive and reactive efforts to be effective.” These words were spoken by the Honorable Ruben Castillo, U.S. District Court Judge, Northern District of Illinois, in October of 2006 as he sentenced Robert Riley, the regulatory compliance officer of AbTox, a medical device manufacturer, to a six-year term of imprisonment. Defendant Riley received this sentence, in large part, for his failure to alert regulators about problems associated with an uncleared (unapproved) sterilizer for medical instruments that AbTox sold to hospitals across the U.S. The message for corporate compliance officers is to steer clear of fraud. With the stakes this high, avoiding omissions of oversight becomes as important as avoiding commission of wrongdoing. | | More » |
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