Understanding and Managing the Corporate Risks of Insider Trading

The risks of insider trading go beyond the threat of jail time and stiff fines for the insiders themselves. When a director, officer, or employee of a publicly held company is suspected of making illegal trades, there are a variety of risks for the company, too, ranging from financial liability and shareholder litigation to public embarrassment that can play havoc with the company’s reputation and stock price. In this article, we discuss the nature of these risks – and how a company can mitigate its potential exposure to claims and investigations. (June 2004)

Back to the Future: New Twists in California DVD Trade Secret Case

Many businesses have been closely watching a California case that has pitted the rights of trade secret owners against free speech rights on the Internet. The case involves the computer code used to encrypt DVDs to prevent copying. After twists and turns over the past several years, the movie industry has again come out on the losing end: In February 2004, the California Court of Appeals again vacated the preliminary injunction, holding that the widespread distribution of the computer code via the Internet had already destroyed its secrecy. In this article, we look at the good news and bad news for trade secret owners and offer tips for managing your secrets in a wired world. (June 2004)

DOL Issues Final COBRA Notice Rules

Last week, the U.S. Department of Labor (“DOL”) issued final regulations on the timing and content requirements for notices of rights to continued group health plan coverage under COBRA. In general, these regulations apply to all insured or self-insured medical, dental and vision plans, and health flexible spending accounts, sponsored by employers with 20 or more employees. The final regulations will take effect on the first day of the first plan year beginning on or after November 26, 2004. For calendar year plans, the new requirements will therefore apply beginning January 1, 2005. This is a year later than the effective date of the proposed regulations issued in May of 2003. (June 2004)

2004 Minnesota Legislative Update

Just say no. That was the theme of the 2004 Minnesota Legislative Session. No bonding bill. No budget balancing bill. No tax bill. No constitutional amendments. No stadiums. No expansion of gaming. After months of bitter dispute between Senate Democrats and House Republicans and Governor Pawlenty, the Minnesota Legislature adjourned in May without reaching agreement on most of the major issues before it. While all sides have left open the possibility of a special session to address the bonding bill, there will be significant political obstacles to overcome to reach agreement. (May 2004)

2004 Amendments to the Minnesota Business Corporation Act

A number of amendments to the Minnesota Business Corporation Act will take effect on July 1. Some of the more important amendments include: a "market out" to dissenters' rights, a bright-line test for shareholder approval in asset sales, and the ability to permit shareholders of non-public corporations to take action by less than unanimous written consent. (May 2004)

EEOC Final Rule will Allow Coordination of Retiree Medical Plans with Medicare Eligibility

In late April, the EEOC approved an amendment of its regulations to state that benefits under a retiree health plan can be reduced or eliminated when the retiree becomes eligible for Medicare or comparable state-sponsored health programs without violating the Age Discrimination in Employment Act (ADEA). Thus, the EEOC's regulations will now explicitly permit such common employer practices as only allowing retirees to continue on the employer's medical plan until age 65, or reducing benefits under the employer's plan when the retiree reaches age 65. (May 2004)

By the Shore of Gitche Gumee: The Co-ownership of Vacation Property

In love, opposites may attract, but in this case similarity rules. Whether it's an old family place that will be preserved for future generations to enjoy or the purchase of vacation property which will be owned with one or more other people, there are many issues to consider -- both legal and practical. (May 2004)

Lessons in Outsourcing: The Texas Instruments Experience

After years operating on the theory that the company could always do everything better itself, Texas Instruments chose to implement a pioneering project in 1996 to outsource much of the technology infrastructure of its business and supply chain systems to a domestic service provider. There was substantial anxiety about the prospect of losing control over its operations and the potential horror stories that might ensue. But the risks were offset by the economic opportunities (and realities) of converting to open, integrated systems. In this case study, two veterans of the TI outsourcing project discuss lessons learned for outsourcing major technology processes. (April 2004)

DOL Issues Final Overtime Regulations

The final rules, amended to reflect the feedback the agency received, are expected to become effective in August 2004. Faegre & Benson will be conducting seminars for its clients and prospective clients in Minnesota (Thursday, May 13) and Colorado (Wednesday, May 19) in order to discuss the final DOL rules in more detail and provide guidance on steps employers should be taking to comply with the new rules. (April 2004)

AIMing High

Second-tier stock markets in Europe have suffered mixed fortunes in recent years. In 2003 alone a record number of companies, with a market capitalisation of over £22 billion, quit the EU’s secondary markets. Max Audley looks to Europe’s future and examines the reasons behind the continued success of London’s Alternative Investment Market. (April 2004)