SEC Publishes Proposed New Rules Regarding Compensation and Corporate Governance Disclosure and the Proxy Solicitation Process

On July 10, 2009, the Securities and Exchange Commission (the “SEC” or the “Commission”) published the proposed new rules to enhance compensation and corporate governance disclosure in Items 401, 402 and 407 of Regulation S-K, which we reported earlier in our July 2, 2009 bulletin (available here),

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities Client Service Group on July 17, 2009.

SEC Approves Elimination of Broker Discretionary Voting in Director Elections and Announces Proposed Rule Changes Regarding Executive Compensation and Corporate Governance and “Say on Pay” for TARP Recipients

Yesterday the SEC approved an NYSE proposal that will eliminate broker discretionary voting in director elections. Additionally, the SEC is proposing rule changes that would eliminate (1) certain proxy statement disclosures relating to executive compensation and corporate governance and changes to certain proxy solicitation rules and (2) require recipients of Troubled Asset Relief Program (“TARP”) funds to implement “say-on-pay” practices through the proxy solicitation process.

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities Client Service Group on July 2, 2009.

Ricci v. DeStefano Supreme Court Finds that City Discriminated Against White Employees

On June 29, 2009, the United States Supreme Court rendered its much-anticipated decision in the case of Ricci v. DeStefano, 2009 WL 1835138 (2009), and declared that the City of New Haven, Connecticut had engaged in unlawful disparate treatment discrimination when it refused to implement the results of a promotional exam that revealed a substantial disparate impact on African-American employees. Specifically, the Court held that an employer may not use statistical disparity as the sole basis for changing an employment practice unless there is strong evidence indicating that continuing the practice would violate the disparate impact provisions of Title VII. Ricci is a significant development in the area of discrimination law, and will require employers to consider carefully a wide range of employment practices and decisions.

For more information, please read the client alert published by Bryan Cave LLP’s Labor and Employment Client Service Group on July 15, 2009.

The UK’s Serious Fraud Office Announces Guide to Self-Reporting of Overseas Corruption by Corporations

As the UK’s Bribery Bill is wending its way through Parliament (see International Regulatory Bulletin 435, available here), the UK’s Serious Fraud Office has published on July 21, 2009, a Guide setting out a process for self-reporting by companies concerning overseas corruption.

For more information, please read the client alert published by Bryan Cave LLP’s International Trade Client Service Group on July 23, 2009.

DOJ’s Antitrust Division Proposes Tough Standards for “Reverse Payments” Made by Drug Manufacturers to Generic Manufacturers in Settlement of Patent Claims Brought Under the Hatch-Waxman Act

On July 6, 2009, the U.S. Justice Department’s Antitrust Division filed a brief which formulated a tough position against “reverse payments” made by branded drug manufacturers in settlement of generic manufacturers’ suits brought under the Hatch-Waxman Act to challenge the validity of patents covering branded drugs.

For more information, please read the client alert published by Bryan Cave LLP’s Antitrust/U.S. Trade and Life Sciences and Health Care Client Service Groups on July 9, 2009.

Customs Issues “10+2” Penalty Mitigation Guidelines

On July 7, 2009, U.S. Customs and Border Protection (“CBP”) announced it will publish guidelines to mitigate the penalties imposed under the importer and carrier security filings requirements known as the “10+2” rule (the “Rule”). The Rule, available here, was finalized on November 25, 2008, and became effective on January 26, 2009. CBP instituted flexible enforcement for the phase-in period during the first 12 months of the Rule’s enactment.

For more information, please read the client alert published by Bryan Cave LLP’s International Trade Client Service Group on July 9, 2009.

New Seizure Procedures Instituted by UK Customs for Infringing Goods

The UK’s HM Revenue & Customs (HMRC) has announced new detention and seizure procedures for materials imported into the UK that potentially infringes intellectual property rights. This announcement was made by letter to the business community. It is anticipated that a new statutory instrument will be adopted setting out the powers of seizure in intellectual property cases.

For more information, please read the client alert published by Bryan Cave LLP’s International Trade Client Service Group on July 8, 2009.

Supreme Court Holds That ADEA Plaintiffs Have a Higher Burden of Proof than Title VII Plaintiffs

The Supreme Court recently issued a decision that will make it more difficult for individuals to prove intentional age discrimination claims under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”). In Gross v. FBL Financial Services, Inc., the United States Supreme Court held in a 5-4 decision that in order to prevail in an ADEA disparate-treatment case, individuals must prove, by a preponderance of the evidence, that their age was the reason — the “but for” cause — for an adverse employment action. This standard of proof is more burdensome for plaintiffs than the standard governing employment discrimination claims based on race, color, religion, sex and national origin under Title VII of the Civil Rights Act of 1964, as amended, which is that race (or any of these other factors) was a “motivating factor” in the employer’s decision. The Court’s decision in Gross represents a significant departure from lower court decisions in ADEA cases.

For more information, please read the client alert published by Bryan Cave LLP’s Labor and Employment Client Service Group on July 6, 2009.

Bill Introduced in U.S. Congress to Review Existing Trade Pacts

On June 24, 2009, more than 100 lawmakers in the U.S. House of Representatives introduced the Trade Reform, Accountability, Development and Employment (TRADE) Act.

For more information, please read the client alert published by Bryan Cave LLP’s International Trade Client Service Group on June 29, 2009.

WTO Challenge to Chinese Export Restrictions on Raw Materials

The United States and European Union launched a formal dispute at the World Trade Organization against China on June 23, 2009, over China’s measures to restrict exports of important raw materials, including bauxite, coke, fluorspar, magnesium, manganese, silicon metal, silicon carbide, yellow phosphorus and zinc. These materials are crucial for the production of steel, aluminum and certain chemicals. China accounts for 60 percent of the world’s production of coke and is a major producer of the other materials.

For more information, please read the client alert published by Bryan Cave LLP’s International Trade Client Service Group on June 26, 2009.