The Federal Reserve Board has issued proposed guidance that would provide the Fed with enhanced supervisory powers over incentive compensation programs at the institutions it regulates. The proposal focuses on the management of risk by targeting programs that create incentives that threaten the...

In the last couple of weeks, the Department of Justice has put the business and legal community on notice that the trend seen over the past years of vigorous enforcement of the Foreign Corrupt Practices Act (FCPA) will be continuing for some time to come. The FCPA prohibits individuals and entities...

This new column focuses on you, the entrepreneur. We'll start with whether you have what it takes to be the next great idea, or whether you should stay where you are -- somewhere in middle management.

On October 27, 2009, the staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC") issued Staff Legal Bulletin No. 14E, which provides guidance about how the Staff will consider under the SEC's proxy rules shareholder proposals...

On October 22, 2008, the IRS announced on its Web site that it would begin to automatically assess penalties on certain officers, directors and shareholders who fail to timely file required information returns regarding their interests in foreign corporations starting January 1, 2009.

California plaintiffs sought production of privileged materials from defendants.

Last summer, I published a bulletin entitled "A Conclusion to the Expense Accounts Saga?" following the Court of Québec decision Société des alcools du Québec v. Pacquet, and the Commission d'accès à l'information ruling V.D. v. Loto-Québec.

New York's Highest Court, The New York Court of Appeals, recently held that where facts alleged in a complaint allow for a "reasonable inference" that corporate officers knew of a fraudulent scheme, the heightened pleading requirements for fraud under CPLR 3016(b) are satisfied.

The Internet as we know it is changing dramatically.

The rules relating to deferred compensation changed dramatically when the American Jobs Creation Act of 2004 added Section 409A to the Internal Revenue Code. Section 409A applies to deferred compensation arrangements between companies and employees, directors and/or independent contractors...

On November 14, 2008, the Securities and Exchange Commission (the "SEC") proposed a roadmap for the use of International Financial Reporting Standards ("IFRS") by U.S. issuers in an effort to move to a single set of high-quality global accounting standards (the...

In our recent newsletter, we reported that on July 22, 2008, the Court of Appeal of California, Fourth Appellate District, ruled that California statutes require California employers only to offer meal periods and rest breaks to employees - not ensure that they are taken.

Investors' anxiety over the global credit crisis and the collapse of confidence in financial markets means public companies should be prepared for more aggressive investor focus on financial performance, executive compensation and corporate governance.

When it comes to labor and employment liability, "prevention is the cure" means training managers to know the risks, spot warning signs early and steer potential problems to the right professional.

The Pennsylvania Supreme Court has granted oral argument in our closely-watched case that could determine whether software is tangible personal property subject to Pennsylvania sales and use tax.

Domestic US reporting companies are generally required to file a Form 8-K within four business days of the occurrence of the events described below, although certain events require filings at different time periods (notably Regulation FD disclosures required by Item 7.01).

Canada's securities regulators have decided not to proceed with the overhaul of our corporate governance regime proposed last December. The proposals would have introduced a more principles-based regime focusing on disclosure in relation to nine high-level corporate governance principles and...

The Secretary of State has approved the new draft ACAS Code of Practice on discipline and grievances following public consultation.

This is the ninth in a series of articles that we hope will provide you with a better understanding of the rules applicable to certain compensation arrangements under Section 409A of the Internal Revenue Code ("409A'").

As part of the Emergency Economic Stabilization Act of 2008, the mental health parity requirements found in ERISA, the Public Health Service Act, and the Internal Revenue Code have been expanded and made permanent.

Mezzanine financing is a hybrid of equity and debt financing. It is a vehicle that can bridge what a bank will lend and the capital you need to achieve your goals. It is used for short term cash flow to finance acquisitions, research and development, or working capital.

On November 10, 2009, Senate Banking Committee Chairman Christopher Dodd released a discussion draft of proposed legislation to reform financial regulation. This proposed legislation follows the release by the House Financial Services Committee of its discussion draft of legislation intended to...

A participant in a qualified retirement plan must begin taking distributions by the April 1st following the later of the end of the calendar year in which the participant retires or attains age 70½. A participant who is a 5% owner must begin taking distributions by the April 1st following the end...

The global financial crisis has sparked questions about the conceptual foundations of a financial sector that has grown unwatched during the past three decades, fuelled by an uncontrollable desire to accumulate profits, individualism, extreme liberalisation and deregulation. Voices worldwide are...

On November 4, 2009, the Federal Trade Commission (the FTC or Commission) held a public forum to discuss proposed amendments to the Commission's Telemarketing Sales Rule (TSR) to address the sale of debt relief services. The proposed rules would reshape the availability of alternatives to...

The Mexican Congress has approved the tax reform bill for 2010. The bill makes several changes to the income tax, VAT, and excise taxes as well as modifications to the consolidated tax regime that require certain tax benefits from consolidation to be recaptured after five years. The final bill has...

On November 12, 2009, the Board of Directors of the Federal Deposit Insurance Corporation (FDIC) voted to require all FDIC-insured depository institutions to prepay risk-based assessments for the fourth quarter of 2009 and for all of 2010, 2011 and 2012. The prepaid assessments are designed to...

On August 1, 2009, the Federal Trade Commission ("FTC") will begin enforcing new regulations aimed at detecting, preventing and mitigating identity theft ("Red Flags Rule").

On Friday, November 6, 2009, President Obama signed a bill expanding and extending the net operating loss (NOL) carryback rules. The Worker, Homeownership, and Business Act (the Act) expands the NOL carryback provision for small businesses that was in the American Recovery and Reinvestment Act...

No matter what you call it, it's not helping yet. As we all know, the federal government has come up with the "Troubled Asset Relief Program" (TARP) to help alleviate the credit crisis. In light of the bad name TARP has garnered, the federal government has tried to make it appealing by...

The Federal Reserve emphasized its newly donned role of the consumer protector on November 12, 2009 when it issued final revisions to Regulation E (the "Final Rule") that will require many banks to revise their existing procedures for paying and disclosing consumer overdrafts that result...

On November 6, 2009, President Barack Obama signed into law the Worker, Homeownership, and Business Assistance Act of 2009 (the "Act"). The significant tax changes applicable to businesses under the Act are summarized below.

Individuals and businesses filing U.S. income tax returns should take note of the Worker, Homeownership and Business Assistance Act of 2009 (the “Act”), signed into law on November 6, 2009. Under the Act, most taxpayers may elect to carry back net operating losses (”NOLs”)...

Whether or not a bankrupt tenant is required to pay post-petition rent, and when that rent needs to be paid, are issues of significant importance to both debtors and landlords. A recent decision by the Bankruptcy Appellate Panel of the Eighth Circuit (the jurisdiction that encompasses Minnesota)...

On November 6, 2009, President Obama signed the Worker, Homeownership, and Business Assistance Act of 2009 (the Act). Among other things, the Act extends the period over which a net operating loss (NOL) may be carried back for tax years beginning in or ending in either 2008 or 2009.

The U.S. Justice Department and the U.S. Treasury Department have increased their efforts to uncover U.S. taxpayers who are allegedly evading U.S. taxes by hiding assets in Switzerland. Switzerland has strict bank secrecy laws and a finding of tax fraud is required before any information is...

On November 25, 2008, the Office of the Comptroller of Currency (the "OCC") released an approval letter to establish a new national bank "shelf charter."

A. Prominently disclose whether the swept assets are deposits (pursuant to 12 USC 1813(1)). B. If they are not, then disclose the status the funds would have if the bank were to fail (e.g., secured creditor or general creditor status).

On November 12, 2009, the Board of the FDIC approved an interim rule that provides some crucial transitional relief relating to recent changes in US accounting standards for securitizations...One of the key impacts of the accounting changes is that banks (among other entities) will no longer be...

Get ready for a new acronym to join the alphabet soup of programs announced recently by the Government to help restore the nation's economy. On Tuesday, November 25, the Federal Reserve Board and the U.S. Department of Treasury announced the creation of the Term Asset-Backed Securities Lending...

Get ready for a new acronym to join the alphabet soup of programs announced recently by the Government to help restore the nation's economy. On Tuesday, November 25, the Federal Reserve Board and the U.S. Department of Treasury announced the creation of the Term Asset-Backed Securities Lending...

There have been recent changes to United States securities regulations, thereby allowing U.S. investors to trade in shares of more non-U.S. companies than was previously possible.

On November 14, 2008, the Securities and Exchange Commission (the "SEC") proposed a roadmap for the use of International Financial Reporting Standards ("IFRS") by U.S. issuers in an effort to move to a single set of high-quality global accounting standards (the...

On November 17, 2008, the United States Treasury issued a Summary Term Sheet and set of Frequently Asked Questions related to the Treasury's TARP Capital Purchase Program applicable to qualifying financial institutions which are not publicly traded and are not S Corporations or Mutual Depository...

On November 9, the Commodity Futures Trading Commission (CFTC) published amendments to its rules governing reporting requirements for commodity pool operators (CPOs). The new rules become effective on December 9, 2009 and apply to annual reports for fiscal years ending on December 31, 2009 or later.

Investors' anxiety over the global credit crisis and the collapse of confidence in financial markets means public companies should be prepared for more aggressive investor focus on financial performance, executive compensation and corporate governance.

In current market conditions, two things are certain. First, the SEC will be reviewing periodic reports filed by the largest financial institutions in the United States and potentially other companies viewed by the SEC as being particularly impacted by the credit crisis.

In response to the positive effects to date of capital injections helping to stabilize financial markets, Treasury Secretary Henry M. Paulson, Jr. said yesterday that the capital purchase program of the Troubled Asset Relief Program (the "TARP") will be expanded to include a wider array...

The close of 2008 marks the third anniversary of the Securities and Exchange Commission's Securities Offering Reform rules, which became effective Dec. 1, 2005.

Examines the securities claim exemption in bankruptcy, specifically which securities claims are covered by the exemption and in which bankruptcies the exemption applies.

Canada's securities regulators have decided not to proceed with the overhaul of our corporate governance regime proposed last December. The proposals would have introduced a more principles-based regime focusing on disclosure in relation to nine high-level corporate governance principles and...

As has been widely reported, Congress is considering legislation that would end the exemption from SEC registration currently enjoyed by most advisors to private-equity and hedge funds.

The TSX expects most securityholder rights plans to have a triggering threshold of 20%, consistent with takeover bid requirements under Canadian securities legislation. The stock exchange requirements for securityholder rights plans generally are set forth in - Sections 634 to 637 of the TSX...

As 2008 comes to a close, public companies with calendar year-ends should be planning their proxy statements and annual reports on Form 10-K. Set forth below are some issues to keep in mind when preparing these annual disclosures.

The Ninth Circuit recently sent corporate lawyers and litigators a reminder that representations or statements that appear solely in an agreement filed as an exhibit to an issuer's SEC filings may in and of themselves provide a basis for suit under Section 10(b) and Rule 10(b-5).

Few can be pleased with the stock market's performance over the last year or so. However, the market's recent rebound has raised the question of whether now is the time to capitalize on some of those newly realized gains on stocks purchased during the downturn. While taxes should not be the main...

On November 25, 2008, the Federal Reserve Board announced the creation of the Term Asset-Backed Securities Loan Facility (TALF), a facility under which the Federal Reserve Bank of New York (FRBNY) will lend up to $200 billion to support the issuance of AAA-rated asset-backed securities (ABS)...

Given the effect of the current credit crisis on the market valuations of numerous public companies, there will likely be no shortage of attractive targets for activist shareholders when the 2009 proxy season gets underway.

On the heels of the U.S. House of Representatives Committee on Financial Services approval of the Private Fund Investment Advisers Registration Act of 2009 (H.R. 3818) (the "House Bill"), Senator Dodd has introduced in the U.S. Senate his own Private Fund Investment Advisers Registration...

Effective December 15, 2008, the Canadian Securities Administrators ("CSA") have replaced Multilateral Instrument 52-109 - Certification of Disclosure of Issuers' Annual and Interim Filings, and its related forms and companion policy (collectively, the "Old Rules") with National...