In a case of first impression, the Second Circuit in Gibbons v. Malone, No. 11–3620–cv, 2013 WL 57844 (2d Cir. Jan. 7, 2013) declined to apply Section 16(b) of the Securities Exchange Act of 1934, more commonly known as the "short-swing profit rule," to a corporate insider transaction involving shares of two different classes of stock of the same issuer.

The Internal Revenue Service (the "IRS") recently provided guidance to real estate investment trusts.

If your company, in 2011, engaged in any transaction that affected the basis of all holders of a particular class of stock, including stock-splits, mergers, reorganizations, spin-offs, split-offs, stock redemptions, and distributions in excess of corporate earnings and profits, then your company has until January 17, 2012 to file a new tax form with the Internal Revenue Service.

Connecticut became the first state in the nation to mandate a paid sick leave policy for service workers. An Act Mandating Employers Provide Paid Sick Leave to Employees ("Paid Sick Leave Act") goes into effect on January 1, 2012 and requires employers with fifty or more employees to pay service workers for sick leave, "accruing at a rate of one hour per 40 hours worked." To whom does the Paid Sick Leave Act Apply?

On August 7, Pfizer H.C.P., an indirect wholly-owned subsidiary of Pfizer, Inc., entered into a two-year deferred prosecution agreement ("DPA") with the Department of Justice ("DOJ"), resolving FCPA violations in Bulgaria, Croatia, Kazakhstan, and Russia.

In its recently issued Financial Institution Letter, FIL-3-2012, the Federal Deposit Insurance Corporation ("FDIC") updated the agency’s November 2008 guidance on the potential risks to insured depository institutions of payment processor relationships.

As of March 15, 2012, compliance with the new 2010 ADA Title III Standards was required for all new construction and alterations, and for guidance regarding "readily achievable" barrier removal, at all places of public accommodation.

Today, the Federal Circuit issued its decision in In re BP Lubricants USA Inc., Misc. Dkt. No. 960 (Fed. Cir. 2011), holding that the heightened pleading requirements for fraud and mistake apply to false patent marking claims.

On May 3, 2012, the Supreme People’s Court of China finalized and issued the Regulations on Several Issues Concerning Application of Law.

The California Transparency in Supply Chains Act of 2010, codified at California Civil Code Section 1714.43 (the "Act"), will go into effect on January 1, 2012.

Recent newspaper reports have caused federal prosecutors and the SEC to launch investigations into whether certain corporate executives have engaged in improper trading of their companies’ shares.

The recent fine of £6.895 million levied by the UK’s Financial Services Authority ("FSA") against insurance broker Willis Limited, a subsidiary of Willis Group Holdings, ("Willis") represents the largest penalty imposed by the FSA in its history for inadequate financial crime systems and controls.

The Department of Labor extended its non-enforcement period, until plan years beginning after December 31, 2011, for certain internal claims and appeals requirements under the Patient Protection and Affordable Care Act (PPACA) that apply to non-grandfathered group health plans.

The District of Columbia Circuit has recently ruled that President Obama’s appointment of three individuals to the NLRB a year earlier exceeded his powers under the Constitution.

For this reason, the inability of marijuana businesses to open bank accounts has become a growing point of contention between state and federal regulators.

The Bank of Italy has recently published an amended version of the "New Regulations for Prudential Supervision of Banks" (the "Regulations").

After a number of fits and starts, and a multi-year rulemaking process, FINRA has proposed to significantly revise its investment company sales compensation disclosure rule, FINRA Rule 2830, in a way that would move revenue sharing disclosure from fund prospectuses and statements of additional information ("SAI") to the point of sale and to the internet (or made available over the phone).

As a result of the repeal of the foreign targeted bearer bond exception by the "Hiring Incentives to Restore Employment Act" (the "HIRE Act"), U.S. bonds issued after March 18, 2012 generally must be in registered form in order for the issuer to benefit from deductibility of interest payments and for foreign holders to obtain "" payments exempt from U.S. withholding tax

In an effort to encourage more innovation in consumer finance, the Bureau of Consumer Financial Protection recently proposed its Policy to Encourage Trial Disclosure Programs.

Although applicable common law in Delaware and New York may provide some basis on which to evaluate negotiating positions with respect to sandbagging, both buyers and sellers should exercise caution in allowing an agreement to remain silent on the issue.