Legal Developments Archive

SEC Mandates Electronic Filing and Website Posting for Forms 3, 4 and 5
On April 24, 2003, the Securities and Exchange Commission approved final rules requiring insiders to file all Forms 3, 4 and 5 by EDGAR. In addition, all issuers with company websites must post these § 16 reports on their site.
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Employment Discrimination After September 11th
In the aftermath of September 11th, there have been many reports of alleged discrimination against employees because of their religion, ethnicity or national origin. Title VII of the Civil Rights Act, of course, prohibits workplace discrimination based on these and other factors. The Equal Employment Opportunity Commission has issued a new information sheet on this subject. It is available at www.eeoc.gov.
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Military Leaves of Absence and Reemployment
In the aftermath of the events of September 11th, employers should become familiar with the legal requirements related to military leaves of absence and reemployment. The Uniform Services Employment and Reemployment Rights Act of 1994 (USERRA) provides job protection and reinstatement rights for employees who are absent from a position of employment because of military duty in the "uniformed services."
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Victor/Victoria: What’s In a Name?
The Federal Trademark Dilution Act protects “famous” trademarks against dilution. But proving what constitutes dilution has just become a little harder. In a surprisingly unanimous decision, and its first to consider the Act, the Supreme Court ruled in favor of the Kentucky owner of an adult store named Victor's Little Secret in its trademark battle against the retail giant Victoria's Secret. Full the full article to learn more about the case, what makes a trademark famous and why legal insiders considered it a “slam dunk” for Victoria’s Secret.
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SEC Issues Statement Concerning MD&A Disclosures
On January 22, 2002, the Securities and Exchange Commission issued a statement regarding the management's discussion and analysis portion of SEC filings (also known as MD&A). The SEC emphasized that all MD&A disclosure should be specific to the company's individual circumstances and should not contain generic or "boilerplate" language. The statement is important due to the SEC's announcement that it intends to review a significant portion of annual reports filed this year.
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SEC Issues Final Rules on Dissemination of Earnings Releases
On January 22, 2003, the Securities and Exchange Commission adopted final rules requiring public companies to furnish to the SEC all releases or announcements disclosing material non-public financial information about completed annual or quarterly fiscal periods. The requirement to furnish earnings releases and similar materials will apply to earnings releases and similar announcements made after March 28, 2003.
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SEC Issues Final Rules on Audit Committee Financial Experts and Code of Ethics
On January 15, 2003, the Securities and Exchange Commission adopted final rules requiring public companies to disclose whether they have a financial expert serving on their audit committee and whether they have adopted a code of ethics that applies to the company’s principal executive, financial and accounting officers.
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Sarbanes-Oxley Corporate Reform Act of 2002
On July 30, 2002, President Bush signed the far-reaching Sarbanes-Oxley Act of 2002. This new law makes significant changes in corporate governance and public disclosure requirements for public companies.
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Internet Oversight Body Approves New Domain Names
The Internet Corporation for Assigned Names and Numbers, the organization responsible for the Web’s address system, recently selected seven new Internet domains to join the more traditional .com, .org, .net, .gov and .edu suffixes.
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Employers Need to Know the Rules that Apply to Employees Going on Military Leave
As the United States engages in military actions in Iraq and Afghanistan, employers should become familiar with the legal requirements related to military leave and reemployment rights. The Uniformed Services Employment and Reemployment Rights Act of 1994 ("USERRA") provides job protection and reinstatement rights for most employees who are absent from work because of military leave.
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Domain Name May Be Public Expression
Most website users are unlikely to think of a domain name as a form of public expression, least of all when the expression is made by a third party and disparages the owner of the domain name. But in an important decision by the Sixth Circuit Court of Appeals, the court ruled that a domain name is a “type of public expression, no different in scope than a billboard or a pulpit.”
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Certification of Disclosure in Companies' Quarterly and Annual Reports
Companies that are preparing their quarterly and annual reports should be aware of the additional disclosures required under the Sarbanes-Oxley Act which apply to filings for periods after August 29, 2002,including quarterly reports due November 14, 2002.
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BBX Exchange to Replace OTCBB
The Nasdaq Bulletin Board Exchange, known as the BBX, is scheduled to replace the Over the Counter Bulletin Board, or OTCBB, in early 2003. The BBX will utilize a fully automated trading and quotation system and offer greater protection to investors by bringing listing standards more in line with the Nasdaq National Market and the Small Cap Market, but will not require the financial or minimum shares price standards of these markets.
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The SEC's New Selective Disclosure and Insider Trading Rules
The Securities and Exchange Commission’s new rules that address the problem of selective disclosure of nonpublic information by publicly-held companies became effective October 23, 2000. The rules also clarify existing insider trading law.
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Recent Revisions to the Laws Governing Secured Transactions May Make it More Difficult to Continue a Uniform Commercial Code Security Interest
The Ohio law that governs secured transactions was significantly revised as of July 1, 2001. Not only have the steps necessary to perfect a security interest changed, the formerly simple filing of a continuation statement may no longer be so simple.
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Client Advisory: Recent United States Supreme Court decision establishes that employers can require employees to use arbitration, rather than lawsuits, to resolve work place disputes.
Recent United States Supreme Court decision establishes that employers can require employees to use arbitration, rather than lawsuits, to resolve work place disputes.
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Software Developers: Think Before You Tear
“Shrink-wrap” licenses provide that breaking the outer seal of the product constitutes acceptance of the terms and conditions of the license. Although part of the quotidian commerce of buying and selling software, there remains a significant degree of uncertainty regarding their enforceability and, in particular, whether or not they can be used to exclude certain aspects of copyright law, including the ability legitimately to reverse engineer software. In an interesting shrink-wrap licensing case decided in the U.S. Court of Appeals for the Federal Court, the Court held that the terms of the agreement prohibiting reverse engineering were not pre-empted by the Copyright Act’s fair use exception for reverse engineering. Read more to learn about the case, the implications and why industry insiders are up in arms.
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SEC Issues Final Rules on Management’s Report on Internal Control over Financial Reporting
The SEC has adopted final rules implementing Section 404 of the Sarbanes Oxley Act of 2002. Through new Item 308 to Regulations S-K and S-B, the final rules require a company’s annual report to include a report by management on the company’s “internal control over financial reporting.” The final rules also require a company’s auditors to attest to, and report on, management’s assessment of the company’s internal controls.
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