Country Club Membership? 'Priceless'
August 31, 2005
In wealthy communities, like Greenwich and Darien, CT, country club membership can take on momentous significance. Nevertheless, the question of whether club membership is marital property has not been settled. A recent case tackled the problem and left it unanswered.
Oregon Marriage Decision Has Impact on Employers
August 30, 2005
On April 14, 2005, the Oregon Supreme Court held in <i>Li</i> and <i>Kennedy v. Oregon</i> that the roughly 3000 marriage licenses issued to same-sex couples by Multnomah County are not valid. The Supreme Court's decision may change the obligations and opportunities for employers, depending on the nature of the employer and the decisions the employer has previously made regarding whether or not to treat certain partners of employees as if they were spouses.
Age Discrimination Ruling: Analysis
August 30, 2005
The U.S. Supreme Court recently issued an important decision concerning the Age Discrimination In Employment Act of 1967 (ADEA). In <i>Smith v. Jackson, Miss.</i>, the Court held that employees aged 40 and over can assert claims for age discrimination under the ADEA based on the disparate impact of a facially neutral employment policy, even in the absence of discriminatory intent on the employers' part. In so doing, the Court reconciled a split in the federal circuit courts of appeal and aligned its view concerning the scope of the ADEA with its view of the scope of Title VII of the Civil Rights Act of 1964, which, according to prior Court decisions, permits employees to allege discrimination because of race, color, religion, sex and national origin based on the disparate impact of a facially neutral employment policy. Because employees located in the geographic areas covered by the federal circuits whose courts of appeal formerly prohibited the assertion of such claims under the ADEA can now assert disparate impact claims under the ADEA, the Smith opinion will likely result in increased litigation under the ADEA in respect of these types of claims.
Employment Taxes and Stock Options
August 30, 2005
More than 2 years ago, the Internal Revenue Service published Revenue Ruling 2002-22, 2002-19 I.R.B. 849, in which it held that section 1041 of the Internal Revenue Code governed the transfer of stock options and interests in certain unfunded deferred compensation arrangements to the employee's spouse under a marital property settlement. As a result, the employee spouse was not taxable on the transfer. Instead, the spread on the options (the difference between the value of the employer 's stock at the time of exercise and the striking price) and the amount received as deferred compensation under unfunded arrangements were taxable to the nonemployee spouse in the same way and to the same extent as it would have been taxed to the employee.
Quarterly State Compliance Review
August 30, 2005
This edition of the Quarterly State Compliance Review looks at some legislation of interest to corporate lawyers that went into effect during a very active summer of 2005. This edition also examines three recent Delaware Chancery Court decisions dealing with the increasingly important statutory right to inspect books and records.
Corporate Minutes: What SOX Has Wrought
August 30, 2005
Until recently, the subject of corporate minutes seemed about as interesting -- and received about as much attention -- as watching paint dry (or, for those who prefer another metaphor, watching grass grow). However, for a number of reasons, the subject now receives considerable attention from the legal and corporate governance communities, and from boards of directors themselves.
Unlawful SOX Helplines
August 30, 2005
The international corporate governance community has been greatly troubled in the last several weeks by the reporting of decisions from France and Germany that have been said to make the running of SOX helplines unlawful in Europe. Much of the furor has been caused by mistranslations of the decisions in both of these countries, and a misunderstanding of the ability of the authorities in one country in Europe to make cross-border rulings. As we will see, the decisions taken in France and Germany affect only those two countries and are not in themselves of pan-European effect. Problems do however remain in particular for U.S. corporations that run whistleblower hotlines in Europe.
