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Construction: Alert - January 30, 2012

For almost 50 years, lessors have had the ability to limit their liability for liens that arose from improvements to the leasehold made by a lessee. However, in the most recent legislative session, the Florida Legislature enacted revisions to Florida Statute § 713.10 that provide a potential pitfall for lessors by inserting a provision that may allow a contractor to lien the lessor's interest even where there is a recorded document advising of the limitation of liens.

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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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Securities & Financial News to Note
Bulletin - September 29, 2009
 
In this Issue...
SEC Issues Updated CDIs on Beneficial Ownership Reporting
 
 September 29, 2009
 

On September 14, 2009, the SEC issued new Compliance and Disclosure Interpretations (CDIs) which updated the Staff’s guidance on Sections 13(d) and 13(g) of the Exchange Act, Regulation 13D-G, and related Schedules 13D and 13G. With respect to when a Schedule 13D or 13G is required, the Staff confirmed the following:

      • in a merger where a shareholder of the target acquires at least 5% of the acquiring company in a stock-for-stock exchange, the reporting exemption provided in Section 13(d)(6)(A) of the Exchange Act does not apply, and the shareholder must file a Schedule 13D or 13G, as applicable.
      • a shareholder’s lack of intent to acquire more than 5% of a class of securities (for example, if the shareholder’s broker mistakenly acquires at least 5% of a company’s shares against the shareholder’s orders) does not exempt the shareholder from the requirement to file a Schedule 13D or 13G, as applicable.
      • directors and officers are unlikely to be eligible to file on Schedule 13G pursuant to Rule 13d-1(c) as their corporate position gives them the ability to directly or indirectly influence the company’s management and policies.
      • if a shareholder becomes a 5% beneficial owner due solely to a change in the issuer’s outstanding securities, it has an obligation to file a report, but may do so on Schedule 13G (unless the shareholder influences or controls the change in such outstanding securities, in which event the shareholder would be required to file a Schedule 13D).
      • a holder of preferred securities which are convertible into more than 5% of a registered class of securities, but which contain a 5% blocker, may not have Section 13 filing obligations if the 5% blocker complies with SEC guidelines.

The SEC also provided specific technical guidance for Section 13D filers. Specifically, the CDIs confirmed that Section 13D filers:

      • must file the Schedule 13D within 10 days after the trade date, and not the settlement date, of the acquisition that creates the reporting obligation
      • must amend their respective Schedule 13Ds upon formation of a group
      • must reflect, in any initial or amended Schedule 13D, ownership as of the date of the report, and not the date of the event requiring filing of the report
      • must promptly amend its filings upon any change in its plans with respect to its holdings, even if such plans have not yet been disclosed to the issuer or its management
      • may not include in its filing statements that oppose management, its proposals or a pending transaction without also considering whether such statements constitute solicitation materials and require disclosure under Regulation 14A
      • may include on one Schedule 13D all open-market purchases or sales on the same day within a $1 price range

In addition, the SEC stated that curing a failure to file a timely amendment to Schedule 13D will not affect whether the filer is liable under federal securities laws.

http://www.sec.gov/divisions/corpfin/guidance/reg13d-interp.htm

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