New Franchise Disclosure Guidelines Coming Soon from FTC
February 26, 2008
On Jan. 29, Dale E. Cantone, Deputy Securities Commissioner of the State of Maryland and Chair of the Franchise and Business Opportunity Committee/ Project Group of the North American Securities Administrators Association, Inc. ('NASAA') since 1996, provided his unique perspective on developments in the regulation of franchise sales to the Franchise & Distribution Law Committee of the Maryland State Bar Association. Cantone said the FTC has signaled that it expects to issue its long-awaited Compliance Guides during March 2008.
Litigating with the EEOC
February 26, 2008
The Equal Employment Opportunity Commission (EEOC) has a statutory obligation to conciliate in good faith with employers prior to initiating litigation. This is a well-known obligation, but it is not always carried out in a manner that is fair to employers. In recent years, employers have become increasingly frustrated with the EEOC's approach to conciliation, particularly where it seems that the EEOC is more concerned with pursuing litigation than with attempting to eliminate alleged discriminatory practices voluntarily through conciliation.
Protecting Personal Data in Franchise Systems: New Notification Laws
February 26, 2008
Over the past four years, 38 states have enacted laws mandating consumer notifications if there is a theft of personal data from a company's computers. The Federal Trade Commission ('FTC') has brought enforcement actions against companies for not properly protecting sensitive personal data. These state and federal laws are in addition to general privacy laws and policies that require advanced disclosures to those giving personal information. How can a franchisor or multi-state franchisee comply with 38 state laws and with the FTC determinations? This article provides an overview of how to reduce potential liability.
Arbitration Under Duress
February 26, 2008
The use of mandatory arbitration provisions in employment contracts has grown in recent years as employers seek to avoid what is perceived as 'time-consuming' and 'costly' litigation in state or federal courts. Of course, whether or not arbitration actually saves time or money is an issue open for debate. One only has to receive the pre-hearing invoice from three panelists at $500 per hour to question the latter benefit.
The Latest on 'No Match' Letters
February 26, 2008
Part One of this article described the background, key provisions and legal challenges to the 'No-Match' regulations. The conclusion herein offers strategies for employers.
Think You Know What Constitutes Good Cause?
February 26, 2008
Most standard employment agreements and personnel policies include provisions that condition the receipt of certain benefits or trigger certain disciplinary actions on the basis of 'good cause' or 'cause.' Many employers believe that since they make the first call as to whether cause exists, that is the final call. However, as demonstrated by the jury verdict in a recent Maryland trial, it is the jury, not the employer, that gets to make the final call as to whether cause exists.
Delaware Chancery Dismisses Globis v. Plumtree
February 26, 2008
While Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173,184 (Del. 1986) places paramount importance on directors' duty to seek the highest sale price once the board of directors determines their corporation is for sale, the fact that plaintiffs simply point to a less-than-ideal purchase price is not sufficient under Delaware law to trigger heightened scrutiny of the directors' actions during the sale process.
The Microsoft Decision
February 26, 2008
Microsoft's recent decision not to appeal the landmark ruling of the European Court of First Instance (CFI) regarding anti-competitive practices provides an opportunity for reflection and analysis. An assessment of the Microsoft saga for technology and other IP-rich businesses depends upon a clear understanding of what the European Commission and the CFI decided and, perhaps even more importantly, what they did not decide.
Counseling Corporations on Execution
February 26, 2008
Senior executives realize that they do not know how to change the firm's ability to execute their business plan and at some point search for some way to devise a successful plan that the current organization can implement. It is often unrecognized that the source of the disappointing performance is the corporation's failure to execute its current strategy.
The Stoneridge Decision
February 26, 2008
On Jan. 15, 2008, the U.S. Supreme Court handed down its decision in <i>Stoneridge Investment Partners v. Scientific Atlanta</i>, the case that has been called 'the most important securities law case to reach the Court this decade' and 'the securities lawyer's <i>Roe v. Wade</i>.' While the case had both domestic and international corporations concerned about its potential to dramatically expand the scope of 10b-5 claims in order to target third parties doing business with public companies that concern can now be laid to rest.
