Client Alerts from Cooley LLP

The Dodd-Frank Wall Street Reform and Consumer Protection Act: Provisions Related to Corporate Governance and Executive Compensation

Mon, 19 Jul 2010 00:00:00 GMT

On July 15, 2010, the Senate approved the Dodd-Frank Wall Street Reform and Consumer Protection Act, following House approval on June 30, 2010. President Obama is e...

States Continue to Adopt Provisions Requiring All Employers to Use E-Verify

Mon, 19 Jul 2010 00:00:00 GMT

The growing patchwork of state E-Verify legislation continues to spread across the country. Several new state laws are poised to take effect this month. E-Verify is an Internet-based system run by the Department of Homeland Security ("DHS") and U.S. Citizenship and Immigration Services ("USCI...

Analyst Calls: Another Reason to Exercise Caution — FTC Challenges CEO's Statements as an "Invitation to Collude"

Fri, 09 Jul 2010 00:00:00 GMT

A recent Federal Trade Commission suit challenging statements made during a U-Haul quarterly conference call with securities analysts should raise red flags with company executives and their general counsels about potential antitrust liability.

The FTC announced a consent agreemen...

United States Supreme Court Permits Public Employer's Review Of Employee's Text Messages On Employer Provided Pagers

Fri, 09 Jul 2010 00:00:00 GMT

In the case of City of Ontario California v. Quon, 560 U.S. ___ (2010), the Supreme Court held that a public employer's review of an employee's text messages sent via an employer-provided pager did not violate the Fourth Amendment's prohibition on unreasonable searches and seizur...

Ninth Circuit Broadens "Safe Harbor" Protection in Shareholder Suits

Fri, 02 Jul 2010 00:00:00 GMT

On June 30, 2010, the Ninth Circuit decided In re Cutera Securities Litigation, an important case clarifying and strengthening the "safe harbor" for forward-looking statements issued by public companies. The court made it clear that if a company provides sufficient cautionary language s...

Bilski v. Kappos: A Divided Supreme Court Holds That at Least Some Business Methods are Patentable, and Unanimously Rejects Bilski's Claims Because They Attempt to Patent Abstract Ideas

Fri, 02 Jul 2010 00:00:00 GMT

On June 28, 2010, the Supreme Court issued its long-awaited decision in Bilski v. Kappos, 561 U. S. ____ (2010), addressing the patentability of process patent claims under 35 U.S.C. § 101. The Supreme Court unanimously rejected Bilski's business method claims as unpatentably abstr...

Supreme Court Limits "Honest Services Fraud" to Schemes Involving Bribery and Kickbacks

Fri, 25 Jun 2010 00:00:00 GMT

On June 24, 2010, the U.S. Supreme Court largely eviscerated a formerly powerful and malleable enforcement tool used by white-collar prosecutors. Specifically, the Court held that "honest services fraud," a type of mail and wire fraud, criminalizes only conduct involving bribery or kickb...

IRS Requires Certain 401(k) Plan Sponsors to Complete Compliance Questionnaire

Thu, 17 Jun 2010 00:00:00 GMT

The Internal Revenue Service ("IRS") recently has begun sending out compliance check questionnaires to 1,200 randomly selected 401(k) plan sponsors. The questionnaire is intended to assist the IRS in identifying compliance areas where additional education, guidance and enforcement are needed.

An Employer's Perspective on Health Care Reform: Summary Timeline and Recent Guidance on "Grandfathered" Health Plans

Thu, 17 Jun 2010 00:00:00 GMT

Introduction
Health care reform at the federal level—the result of the Patient Protection and Affordable Care Act (signed into law on March 23, 2010), as amended by the Health Care and Education Reconciliation Act (signed into law on March 30, 2010)—will affect U....

Riskmetrics Group Introduces CGQ Successor: Governance Risk Indicators ("GRId")

Wed, 02 Jun 2010 00:00:00 GMT

This Alert was originally issued in March 2010 and was then updated June 2, 2010 to reflect updates released by RMG.
Introduction
Recently, RiskMetrics Group ("RMG")¹announced its new corporate governance rating product, Gove...

House Passes Changes to Carried Interest Taxation; Proposed Effective Date Deferred to 2011

Wed, 02 Jun 2010 00:00:00 GMT

House lawmakers passed legislation on Friday that again proposes to change the tax treatment of certain partnership and LLC "carried interests" for investment fund managers, including venture capital, private equity, hedge and real estate funds. Under the version of the legislation proposed by...

Department of Labor Publishes Poster to be Used by Federal Government Contractors to Notify Employees of Their Rights Under the National Labor Relations Act and Issues Final Rule

Fri, 21 May 2010 00:00:00 GMT

Federal Government Contractors are required to post a new poster notifying employees that the National Labor Relations Act ("NLRA"):

guarantees the right of employees to organize and bargain collectively with their employers;

guarantees the right of employees to engage i...

House Again Proposes Changes to Carried Interest Taxation

Fri, 21 May 2010 00:00:00 GMT

House lawmakers released legislation yesterday that again proposes to change the tax treatment of certain partnership and LLC "carried interests" for investment fund managers, including venture capital, private equity, hedge and real estate funds.

Taxation of carried interest at ...

Treasury Announces Guidelines for Applying for §48D Tax Credits and Cash Grants for Life Sciences Companies

Fri, 21 May 2010 00:00:00 GMT

Application Window is June 21, 2010–July 21, 2010
Treasury Department Notice
On May 21, 2010, the U.S. Department of the Treasury ("Treasury") released guidelines (the "Noti...

Update on Section 48(D) Tax Credit Program Activities

Mon, 17 May 2010 00:00:00 GMT

This serves as a reminder that guidelines for the Qualifying Therapeutic Discovery tax credit and grant provisions of the Health Care Reform Act (also called the Section 48(D) program) are scheduled for release this Friday, May 21. We encourage companies with potentially qualified programs to be...

Compromise on Carried Interest Taxation May be Near

Thu, 13 May 2010 00:00:00 GMT

House lawmakers are expected to release legislation soon that will again propose to tax certain partnership and LLC "carried interests" at ordinary income rates. In early 2010, statements from key members of Congress indicated that this particular provision had been discarded due to opposition i...

Fair Labor Standards Act Amended to Require Employers to Provide Breaks to Breastfeeding Mothers

Tue, 11 May 2010 00:00:00 GMT

Introduction

On March 23, 2010, President Obama signed the Patient Protection and Affordable Care Act, H.R. 3590, and on March 30, 2010, President Obama signed the Reconciliation Act of 2010, H.R. 4872 (collectively the "Healthcare Reform Law"). Section 4207 of the Healthc...

Ninth Circuit Affirms Class Certification in Dukes v. Wal-Mart Stores, Inc., Setting the Stage for the Largest Gender Discrimination Suit in U.S. History

Tue, 04 May 2010 00:00:00 GMT

On April 26, 2010, the Ninth Circuit U.S. Court of Appeals (the "Ninth Circuit") affirmed in part, and remanded in part, the decision of the district court for the Northern District of California (the "District Court") to certify a class of over one million female Wal-Mart employees pursuant to ...

Arbitration Agreements—California Supreme Court Clarifies Scope of Judicial Review of Awards Affecting Unwaivable Statutory Employment Claims and FAA Preemption of Administrative Adjudication

Fri, 30 Apr 2010 00:00:00 GMT

On April 26, 2010, the California Supreme Court ruled that an arbitration award may be vacated when the arbitrator makes a clear error of law which deprives an individual of a hearing on the merits of an unwaivable statutory employment claim. The Supreme Court separately held that arbitration ag...

COBRA Subsidy Program Extended and DOL Model Notices Updated Again

Fri, 30 Apr 2010 00:00:00 GMT

On April 15, President Obama signed into law the Continuing Extension Act of 2010 (the "Act"), thereby extending for a third time the program that subsidizes continued health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (and similar state continuation coverage la...