December 2009 Client Alerts

January 12, 2010

Authored by: Jeannie Osborne

SEC Approves Rule Changes Regarding Executive Compensation and Corporate Governance

On December 16, 2009, the SEC approved rule changes that would expand proxy statement disclosures relating to executive compensation and corporate governance. Additionally, Chairman Shapiro confirmed that the SEC expects to act on the controversial proxy access proposal (which was discussed in a June 22 Client Bulletin) in early 2010.

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

Preparing for the 2010 Proxy Season

As public companies turn their attention to the preparation of their annual reports and proxy materials, we want to highlight several developments for the 2010 season.

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities Client Service Group published December 8, 2009.

New (Temporary) 50% Bank Payroll Tax in The United Kingdom

The Government announced yesterday that between December 9, 2009 and April 5, 2010, the award of bonuses to bank employees will render the bank liable to a new “bank payroll tax”.

For more information, please read the client alert published by Bryan Cave LLP’s Tax Advice and Controversy Client Service Group (London) on December 10, 2009.

Pharmaceuticals, Medical Devices and Biologics Regulatory and Policy Bulletin – Coalition Fracturing as Senate Opens Healthcare Debate

Although Senate Majority Leader Reid, D-NEV., was able to garner the 60 votes necessary to begin debate on the Senate health bill, the Democratic coalition that allowed the bill to progress is showing signs of fracture.

For more information, please read the client alert published by Bryan Cave LLP’s Food and Drug Administration Client Service Group on December 2, 2009.

Pharmaceuticals, Medical Devices and Biologics Regulatory and Policy Bulletin – Senate Pushes to Reach 60 Votes on Health Bill

Reports from the Senate are indicating that Senate Democrats are leaning away from including a new government-run insurance program or an expansion of the Medicare program for the elderly as part of their health bill.

For more information, please read the client alert published by Bryan Cave LLP’s Food and Drug Administration Client Service Group on December 15, 2009.

Pharmaceuticals, Medical Devices and Biologics Regulatory and Policy Bulletin – Work Continues on Health Bill

Senate Democrats are facing continued challenges, including stalling tactics and other pressing business, as they seek to reach the 60 votes necessary to pass health care legislation.

For more information, please read the client alert published by Bryan Cave LLP’s Food and Drug Administration Client Service Group on December 18, 2009.

President Signs COBRA Subsidy Extension

On December 21, the President signed the Fiscal Year 2010 Defense Appropriations Act, which included an extension for the COBRA premium subsidy that was included as part of the stimulus bill back in February. The bill extends eligibility for the ARRA premium reduction for an additional two months (through February 28, 2010) and the maximum period for receiving the subsidy for an additional six months (from nine to 15 months).

For more information, please read the client alert published by Bryan Cave LLP’s Employee Benefits & Executive Compensation Client Service Group on December 22, 2009.

The Supreme Court’s Recent Gross Ruling Has Generally Not Made It Easier for Defendants to win Summary Judgment Rulings in Age-Discrimination Cases Under the ADEA

On June 18, 2009, the Supreme Court issued its controversial ruling in Gross v. FBL Financial Services, Inc., 129 S. Ct. 2343 (2009). That ruling requires plaintiffs in Age Discrimination in Employment Act (“ADEA”) cases to prove that age was the “but-for” cause of the employer’s adverse employment action. Congress may act soon to override this statutory ruling.

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

U.S. Supreme Court To Review Whether Employees Have A Reasonable Expectation of Privacy For Personal Text Messages To Or From Their Employer-Issued Pagers

On December 14, 2009, the U.S. Supreme Court announced that it would review a lower court ruling which held that a public employer violated an employee’s Fourth Amendment right to privacy when the employer reviewed text messages sent from the employee’s government-issued pager.

For more information, please read the client alert published by Bryan Cave LLP’s Labor and Employment Client Service Group on December 15, 2006.

New Rules Governing Combinations of Nonprofit Organizations

Two recent changes have been introduced with respect to mergers and acquisitions of nonprofit corporations.

For more information, please read the client alert published by Bryan Cave LLP’s Tax Exempt and Charitable Planning Client Service Group on December 3, 2009.

Food, Dietary Supplement and Cosmetic Regulatory and Policy Bulletin

FDA Commissioner Hamburg Addresses Codex Committee on Food Hygiene; Highlights Plan for Increased Oversight of Food Imports into the United States. In November, Dr. Margaret Hamburg became the first FDA Commissioner to address the Codex Committee on Food Hygiene.

For more information, please read the client alert published by Bryan Cave LLP’s Food and Drug Administration Client Service Group on December 8, 2009.

Senate Health, Education, Labor, and Pensions (HELP) Committee Mark UP of S. 510, The FDA Food Safety Modernization Act

On Wednesday, November 18, 2009, the Senate Health, Education, Labor, and Pensions (HELP) Committee held an executive session to mark up S. 510, The FDA Food Safety Modernization Act. S. 510 was introduced by Assistant Majority Leader, Senator Dick Durbin (D-IL) in March of 2009 and currently has 11 co-sponsors.

For more information, please read the client alert published by Bryan Cave LLP’s Food and Drug Administration Client Service Group on December 1, 2009.

FDA Food Code 2009: Summary of Changes Since 2005 Edition

In November 2009, the U.S. Food and Drug Administration (FDA) published the new FDA Food Code, a model code and reference document that provides a scientifically sound technical and legal basis for regulating the retail and food service segment of the food industry. FDA also touts the 2009 FDA Food Code as a “key component of the President’s overall public public-health-focused food safety framework for maintaining a safe food supply.”

For more information, please read the client alert published by Bryan Cave LLP’s Food and Drug Administration Client Service Group on December 1, 2009.

Food, Dietary Supplement and Cosmetic Regulatory and Policy Bulletin – Nanoparticles Have Great Potential but Safety Uncertain

In what could prove to be a significant development in food packaging, a Purdue University scientist has discovered how to use a modified corn nanoparticle to extend the shelf life of food products and preserve the health benefits. Nanotechnology, or the manipulation of matter at the nanoscale (molecular to micron levels, where scientists believe conventional laws of physics cease to apply), could offer great benefits to the food industry, however some are still concerned about the potential risks of nanotechnology to food safety.

For more information, please read the client alert published by Bryan Cave LLP’s Food and Drug Administration Client Service Group on December 18, 2009.

DDTC Posts New Guidance Regarding Temporary Imports and Proposed Changes to ITAR Section 125.4(b)(9)

Recently, the Directorate of Defense Trade Controls (DDTC) posted new guidance related to temporary imports of defense articles and issued proposed changes to 22 C.F.R. Section 125.4(b)(9).

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

International Regulatory Bulletin – State Recommends Sactions Waiver on Export of Certain Personal Cummunications Software to Iran

The U.S. State Department issued on December 15, 2009, a letter notifying the Senate Armed Services Committee of its intent to recommend that the Department of Treasury’s Office of Foreign Asset Control (OFAC) issue a general license authorizing “downloads of free mass market software necessary for the exchange of personal communications and/or sharing of information over the internet such as instant messaging, chat and e-mail, and social networking.”

For more information, please read the client alert published by Bryan Cave LLP’s International Trade Client Service Group on December 21, 2009.

International Seaway Trading Corp. v. Walgreens Corp. — Federal Circuit concludes that the “ordinary observer” test is the sole test for assessing anticipation of design patents.

In International Seaway Trading Corp. v. Walgreens Corp., No. 2009-1237 (Fed. Cir. December 17, 2009), Seaway sued Walgreens, claiming the sale of certain clog-like shoes infringed three Seaway design patents. Walgreens moved for summary judgment, and the District Court granted Walgreens’ motion, finding that the patents-in-suit were invalid as anticipated under 35 U.S.C. Section 102(a) and (3) based on a design patent assigned to Crocs, Inc., maker of the colorful and ubiquitous foam clogs.

For more information, please read the client alert published by Bryan Cave LLP’s Intellectual Property Client Service Group on December 22, 2009.