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February 2010 Client Alerts

SEC Publishes Interpretive Release on Climate Change Matters 

Yesterday, the SEC published its interpretative release regarding disclosure requirements applicable to climate change matters. The release provides guidance on certain existing disclosure rules that may require a company to disclose the impact that business or legal developments related to climate change may have on its business. 

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities practice on February 3, 2010. 

SEC Amends E-Proxy Rules to Provide Increased Flexibility

Yesterday the SEC approved amendments to the notice and access proxy, or “e-proxy,” rules.  The amendments will provide increased flexibility for companies regarding the format and content of the notice.

For more information, please read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities practice on February 23, 2010.

Federal Judge Rules that Data Backup Tapes Need not be Retained for eDiscovery, Unless They are the Sole Source of Relevant Evidence

Federal Judge Shira Scheindlin of the Southern District of New York has ruled that it is not necessary for the litigants in a case now pending before her to retain and preserve all data backup tapes for eDiscovery:  “I am not requiring that all backup tapes must be preserved.  Rather, if such tapes are the sole source of relevant information (e.g., the active files of key players are no longer available), then such backup tapes should be segregated and preserved.” 

For more information, please read the client alert published by Bryan Cave LLP’s Records Management team on February 9, 2010. 

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , . By Jeannie Osborne - Monday, March 1, 2010

January 2010 Client Alerts

IRS Announces New Section 409A Document Correction Program

Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) is spectacular in scope and notoriously difficult for even the most well-intentioned employers to satisfy.  Any employer which maintains non-qualified deferred compensation plans for its employees has struggled with Code Section 409A, and may have concerns that some of its plans might not satisfy the attention to minutiae that Code Section 409A demands.  On January 4, the IRS published its long-awaited program for correcting documentation failures under Code Section 409A.

For more information, please read the client alert published by Bryan Cave LLP’s Employee Benefits and Executive Compensation Practice on January 22, 2010.

Major Campaign Finance Development – Citizens United v. FEC Supreme Court Ruling

The Supreme Court yesterday handed down a landmark ruling in the Citizens United v. FEC case which could significantly transform the campaign finance system at the federal level.  In Citizens United, the Supreme Court in a 5-4 ruling struck down the decades-old prohibition on corporate expenditures in connection with federal elections as unconstitutional under the First Amendment.

For more information, please read the client alert published by Bryan Cave LLP’s Election Law and Government Ethics Practice on January 22, 2010. 

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , , , , . By Jeannie Osborne - Friday, February 5, 2010

December 2009 Client Alerts

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. 

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , , , . By Jeannie Osborne - Tuesday, January 12, 2010

September 2009 Client Alerts

EPA Finalizes Mandatory Reporting Rule for Greenhouse Gas Emissions

Approximately 10,000 facilities must begin monitoring greenhouse gas (“GHG”) emissions pursuant to federal law beginning on January 1, 2010. On September 22, 2009, the U.S. EPA issued its final rule to require mandatory reporting of GHG emissions within nearly all sectors of the economy. This rule was developed in response to a Congressional mandate and provides the first comprehensive national system for reporting emissions of carbon dioxide and other GHG emission sources in the United States. EPA announced its proposed rule on March 10, 2009.

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

FDIC Issues Final Statement of Policy on Investor Qualifications for Failed Bank Acquisitions

On July 2, 2009, the Board of Directors of the Federal Deposit Insurance Corporation issued for public comment a proposed Statement of Policy that sets forth the qualifications for private equity investors in failed bank acquisitions.

For more information, please read the client alert published by Bryan Cave LLP’s Financial Institutions Client Service Group on September 24, 2009.

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , , , . By Stan Santos - Monday, October 5, 2009

August 2009 Client Alerts

The Buying and Selling of Distressed Notes

The volume of purchase and sale of performing and non-performing real estate loans has picked up dramatically over the past year as banks seek to shrink their balance sheets as their capital base falls and other banks and investors seek to take advantage of the sale of assets from failing banks. What are the typical features of such agreements and what are the interests of buyers and sellers in such transactions?

For more information, please read the client alert published by Bryan Cave LLP’s Real Estate Banking, Business and Public Finance Financial Institutions Client Service Group on August 5, 2009.

Group Health Plans: Compliance Items

Several important changes in governing law and regulations during the past year require changes to group health plans in the upcoming enrollment period. Below is a brief description of these major changes which require implementation in 2009 or 2010.

For more information, please read the client alert published by Bryan Cave LLP’s Employee Benefits & Executive Compensation Client Service Group on August 20, 2009.

New York Restaurant Employer Briefing — Wage Payment Requirements

New York restauranteurs operate in one of the most regulated employment environments in the country. In addition to the federal, state and local laws applicable to all employers, such as those prohibiting employment discrimination, governing the payment of wages, workplace safety and leaves of absence, New York-based restaurants also must comply with regulations applicable only to the restaurant industry. This extensive maze of regulation can be exploited by plaintiffs’ lawyers who search for unwitting violations. This has led recently to many lawsuits that are costly to defend, and which seek not only damages for employees, but also fees and costs for the attorneys who bring these suits. The threat of litigation is compounded by the fact that many lawsuits are brought as collective actions on behalf of several employees, which can greatly add to potential damages and to the complexity of the defense.

For more information, please read the client alert published by Bryan Cave LLP’s Labor and Employment Client Service Group on July 31, 2009.

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , , , . By Stan Santos - Tuesday, September 1, 2009

Client Alert — June 26, 2009 to July 27, 2009

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.

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , , . By Stan Santos - Monday, July 27, 2009

Clients Alert Update — June 10, 2009 to June 26, 2009

SEC Publishes Proposed Rules Allowing Shareholder Access to Company Proxy Materials

On June 10, 2009, the Securities and Exchange Commission (the “SEC”) published the proposed new rules that would, under certain circumstances, require companies to include in their proxy materials nominations for election as directors submitted by eligible shareholders. As reported in our May 21 Client Bulletin, the proposal was adopted by a divided 3-2 vote at an SEC open meeting.

For more information, read the client alert published by Bryan Cave LLP’s Corporate Finance and Securities Client Service Group on June 22, 2009.

Taiwan Poised to Accede to Government Procurement Agreement at the WTO

On July 15, 2009, Taiwan will become the 41st member of the Government Procurement Agreement (GPA) of the World Trade Organization (WTO). Taiwan’s President Ma Ying-Jeou signed the instrument of accession to the GPA on June 8, 2009, thus clearing the final hurdle for Taiwan to become a member of this plurilateral accord. On June 15, 2009, Taiwan’s delegation to the WTO deposited the accession instrument with the WTO Secretariat.

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

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , . By Stan Santos - Friday, June 26, 2009

Client Alerts Update — May 22, 2009 to June 9, 2009

Federal False Claims Act Amended to Significantly Expand Liability

On May 20, 2009, President Obama signed legislation containing a number of significant amendments to the federal False Claims Act (“FCA”), the statute which permits private citizens to bring lawsuits on behalf of the United States against persons or entities accused of defrauding the government and keep a portion of any recovery. These amendments, which are part of the Fraud Enforcement and Recovery Act of 2009, substantially expand the range of conduct subject to liability under the FCA, provide greater protection for “whistleblowers”, and remove certain procedural hurdles that the government and whistleblowers have faced in pursuing FCA investigations and actions, as discussed further below.

For more information, read the client alert published by Bryan Cave LLP’s White Collar Defense and Investigations Client Service Group on May 27, 2009.

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Email This Content Email This Content Posted in Client Alerts. Tagged with , , , . By Stan Santos - Tuesday, June 9, 2009