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Labor, Employment and Benefits: Alert - February 6, 2012

The U.S. Supreme Court recently denied an employer’s request for review of a decision by the U.S. Court of Appeals for the Eighth Circuit, which held that tipped employees spending more than 20 percent of their time performing related but non-tipped duties must be paid the full minimum wage for that time, without the tip credit.

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Hospitality Industry: Mediation of Golf Industry Disputes Alert - January 31, 2012

Golf clubs and their developers, owners, builders, operators, managers and members are still taking their disputes to court to duke, or "club" it out. This trend continues even when there are readily available options to full-blown litigation, such as alternative dispute resolution (ADR).

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Securities & Financial News to Note
Bulletin - August 24, 2009
 
In this Issue...
SEC Issues New CDIs and Updates a Variety of CDIs
 
 August 24, 2009
 

On August 14, 2009, the SEC issued new Compliance and Disclosure Interpretations (CDIs) on Regulation FD and new and revised CDIs in a variety of areas, including Securities Act Sections, Securities Act Rules, Securities Act Forms, Regulation S-K, Exchange Act Sections and Section 16.

The following are a few highlights of the new and revised CDIs:

    • Regulation FD Question 102.05. In this revised interpretation, the SEC expressly provides that a shareholder meeting open to the public but not webcast or broadcast is not a disclosure method “reasonably designed to provide broad, non-exclusionary distribution of the information to the public” and therefore does not satisfy Regulation FD’s disclosure requirements.
    • Regulation FD Question 102.07. In this new interpretation, the SEC refers to their guidance in Release No. 34-58288 in response to questions regarding the circumstances under which information posted on a company website would be considered “public” for Regulation FD purposes.
    • Securities Act Forms Question 118.02/Securities Act Rules Question 212.05. In this revised interpretation, the SEC clarifies that an unqualified Exhibit 5 legality opinion must be filed no later than the closing date of the offering of securities that is made as a takedown off of a shelf registration statement.
    • Securities Act Sections Question 139.28. In this new interpretation, the SEC provides that securities issued in a subsequent private placement, as long as such private placement was commenced and completed consistent with the general solicitation guidance set forth in Release No. 33-8828, may be added by pre-effective amendment to a pending resale registration statement that relates to securities issued in a prior private placement.
    • Securities Act Sections Question 139.28. In this new interpretation, the SEC outlines its views on when offers and sales of securities must be suspended while a post-effective amendment is pending effectiveness.

http://www.sec.gov/divisions/corpfin/cfguidance.shtml

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