ArticleTax Questions Confront VoIP ServicesLike Tom Cruise in the movie Jerry Maguire, federal, state and municipal taxing authorities are asking IP enabled voice and video services to ‘show them the money.’United StatesTaxBingham McCutchen
ArticleControversy Over EU ETS Regarding International Flights May Find Resolution At ICAO — But The Devil Is In The DetailsThe International Civil Aviation Organization is poised to adopt a resolution that could resolve the controversy over the application of the EU Emissions Trading System to international flights by deciding to develop a global market-based measure for aviation emissions.United StatesEnvironmentBingham McCutchen
ArticleU.S. Supreme Court Invalidates Use of Agins “Substantially Advances” Formula For Identifying Regulatory TakingsThe U.S. Supreme Court unanimously shut a door it opened 25 years ago, holding that the question whether a regulation substantially advances legitimate governmental interests is not a proper inquiry in a takings claim.United StatesEnvironmentBingham McCutchen
ArticleCalifornia Governor Jerry Brown Signs Two Bills Addressing Additional Requirements For Personally Identifiable InformationOn September 27, 2013, California Governor Jerry Brown signed into law two bills adding additional requirements related to consumers’ personally identifiable information, including online accounts and activities. United StatesConsumer ProtectionBingham McCutchen
ArticleSEC Adopts Rules Mandating Electronic Filing and Website Posting of Forms 3, 4 and 5Pursuant to Section 403 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), the Securities and Exchange Commission (the "SEC") has promulgated final rules requiring the electronic filing of beneficial ownership reports on Forms 3, 4 and 5 filed by officers, directors and principal security holders under Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"). United StatesCorporate/Commercial LawBingham McCutchen
ArticleSupreme Court Agrees to Hear Two Antitrust CasesContinuing a trend of renewed focus on antitrust law, the Supreme Court recently agreed to hear two cases that should clarify the ability of a manufacturer to control the prices at which its products are resold in the distribution chain and the extent to which conduct subject to industry regulation is impliedly immune from antitrust law.United StatesCorporate/Commercial LawBingham McCutchen
ArticleAssumption And Assignment – When Is Assurance Of Future Performance Adequate?Most M&A transactions that are structured as asset sales and that involve the acquisition of a going concern contemplate the assignment to the buyer of the seller’s rights under key executory contracts. United StatesCorporate/Commercial LawBingham McCutchen
ArticleDelaware Supreme Court Limits Scope of Directors’ Duties To CreditorsSixteen years ago, the Delaware Chancery Court roiled America's boardrooms, and intrigued creditors with a single footnote — suggesting in the famous Credit Lyonnais case that when Delaware corporations reach the "vicinity of insolvency" (undefined, and often called the "zone of insolvency"), the fiduciary duties of their directors might expand to embrace the corporation's creditors. United StatesCorporate/Commercial LawBingham McCutchen
ArticleCalifornia Governor Jerry Brown Signs Bill Amending California Online Privacy Protection ActOn September 23, 2013, California Governor Jerry Brown signed a bill that adds a chapter on "Privacy Rights for California Minors in the Digital World" to the California Online Privacy Protection Act.United StatesPrivacyBingham McCutchen
ArticleAccelerated Filing Deadlines for Quarterly and Annual Reports and Disclosure Concerning Website Access to ReportsUnited StatesAccounting and AuditBingham McCutchen
ArticleCalifornia Supreme Court Invalidates Jury Trial WaiversOn August 4, 2005 the California Supreme Court handed down its long-awaited decision in Grafton Partners L.P. v. Superior Court (Case No. S123344). The Court unanimously held that a pre-dispute jury trial waiver was invalid as not authorized by the Legislature as required by the California Constitution. This holding applies to all existing and future pre-dispute waivers unless such waivers are authorized by statute.United StatesFinance and BankingBingham McCutchen
ArticleCFTC Issues Time-Limited No-Action Relief For Sefs And Reporting CounterpartiesOn September 27, 2013, the CFTC issued three letters providing temporary relief. United StatesFinance and BankingBingham McCutchen
ArticleSupreme Court Decision Forces EPA to Reconsider Greenhouse Gas RegulationIn a 5-4 decision in Massachusetts v. Environmental Protection Agency (No. 05-1120) (Apr. 2, 2007), the U.S. Supreme Court rejected EPA’s position that it does not have authority under section 202 of the Clean Air Act to regulate greenhouse gas ("GHG") emissions from new motor vehicles. EPA can now avoid regulating these emissions only if it determines that GHGs "do not contribute to climate change or if it provides some reasonable explanation as to why it cannot or will not exercise its discretUnited StatesEnvironmentBingham McCutchen
ArticleEPA Issues Permitting Guidance for Greenhouse Gas Emission SourcesOn November 10, 2010, EPA issued guidance on permitting of greenhouse gas (GHG) emissions under the Clean Air Act (CAA). United StatesEnvironmentBingham McCutchen LLP
ArticleLaRue: Supreme Court Expands Rights Of Individual 401(k) Plan Participants To Recover For Losses Caused By Fiduciary BreachesOn February 20, 2008, the United States Supreme Court ruled in LaRue v. DeWolff, Boberg & Associates, Inc., et. al. that § 502(a)(2) of the Employee Retirement Income Security Act of 1974 ("ERISA") permits individual participants in defined contribution plans, such as 401(k) plans, to recover for losses to their individual accounts caused by breaches of fiduciary duties.United StatesFinance and BankingBingham McCutchen
ArticleFocus On Backdating Of Stock Option Grants IntensifiesSince our June 2006 Alert, public scrutiny about the backdating of stock option grants has intensified on several fronts. The SEC, criminal prosecutors and the plaintiffs’ bar continue their broad sweep to catch companies and individuals who may have intentionally backdated stock option grants to award additional and undisclosed compensation via "in the money" stock options.United StatesCorporate/Commercial LawBingham McCutchen
ArticleCalifornia Supreme Court Rules Payments for Missed Meal and Rest Periods are Wages Subject to a Three-Year Statute of LimitationsThe California Supreme Court issued a highly anticipated meal and rest period decision in John Paul Murphy v. Kenneth Cole Productions, Inc. on April 16, 2007. In a unanimous decision, the court announced that premiums owed to employees for missed meals and/or rest periods are "wages" subject to a three-year statute of limitations rather than a penalty subject to a one-year statute of limitations. United StatesEmployment and HRBingham McCutchen
ArticleDOJ’s Antitrust Division Places Opening Bid On Private Equity Firm InvestigationThe Department of Justice’s Antitrust Division (New York field office) recently sent letters to several of the largest, most powerful private equity firms seeking information about their auction practices when bidding for control of target companies. United StatesAntitrust/Competition LawBingham McCutchen
ArticleSEC Creates Safe Harbor for R&D Companies Under the Investment Company ActUnited StatesFinance and BankingBingham McCutchen