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In our report published on April 26, 2022, we discussed the New York Department of Financial Services’ (NYDFS) Circular Letter No. 5 in which it reminded the industry that acquiring less than 10% of an insurer’s voting securities does not necessarily mean that the acquirer (1) is not a “controller” and (2) does not have to submit a Form A application to the insurer’s home state or domestic regulator seeking approval for the change of control. This topic is one of several related matters that various committees, task forces and working groups of the National Association of Insurance Commissioners (NAIC) are studying and will continue to study over a multiyear period (the Project).
On March 28, 2022, the Securities Exchange Commission (SEC) issued a press release regarding two proposed rules, Rules 3a5-4 and 3a44-2 under the Securities Exchange Act of 1934 (the Act). These proposed rules intend to further define the phrase “as part of a regular business” to identify certain activities that would cause a firm to be considered a “dealer” or a “government securities dealer.” Any firm considered as such, absent exemption, is subject to the registration requirements of Sections 15 and 15C of the Act, and would be required to register with the SEC as well as to become a member of a self-regulatory organization (SRO) such as the Financial Industry Regulatory Authority (FINRA). The firm would then be required to comply with all federal securities laws, as well as applicable SEC, SRO, and Treasury rules and requirements.
On March 30, 2022, the U.S. Securities and Exchange Commission (SEC) approved, by a 3-to-1 vote, a 372-page proposal of numerous rules regarding disclosures and procedural requirements for special purpose acquisition companies (SPACs). SEC Chair Gary Gensler stated that their purpose was to impose many of the regulations applicable to traditional initial public offerings (IPOs) on SPACs, stating that SPAC investors “deserve the protections they receive from traditional IPOs, with respect to information asymmetries, fraud, and conflicts, and when it comes to disclosure, marketing practices, gatekeepers, and issuers.”
On January 15, 2022, New York City enacted legislation requiring all covered employers to include a minimum and maximum salary for the position advertised.
On April 19, 2022, the New York Department of Financial Services (NYDFS) issued Circular Letter No. 5, reminding owners and potential purchasers of shares of insurance companies that acquiring less than 10% of the company’s voting securities is not necessarily a safe harbor from requiring regulatory prior approval.
On March 21, 2022, the U.S. District Court for the Eastern District of Tennessee invalidated Notice 2016-66 for failing to comply with the Administrative Procedure Act (APA) and granted broad injunctive relief requiring the IRS to return to taxpayers and material advisors the documents and information obtained improperly under the Notice.
In Boechler, P.C. v. Commissioner, the Supreme Court held the 30-day time limit to file a Tax Court petition for review of a collection due process determination is not a jurisdictional requirement.
After a nearly 100-day lockout, MLB and the Major League Baseball Players Association reached a deal on a five-year collective bargaining agreement (CBA).
On March 17, 2022, New York State’s Commissioner of Health ended the designation of COVID-19 as an airborne infectious disease that presents a serious risk of harm to public health under the New York Health and Essential Rights (HERO) Act.
The proposed New York Fashion Sustainability and Social Accountability Act (the Fashion Act) targets clothing and footwear companies that sell their products in New York and exceed $100 million in global revenue. The Fashion Act requires those companies to map their supply chains, disclose environmental and social impacts, and set targets to improve some of those impacts.
Most employment-based permanent residency applications require the applicant to go through the PERM labor certification process where the U.S. Department of Labor (DOL) certifies that there are not sufficient U.S. workers able, available, and qualified to fill a position.
On May 18, 2023, the United States Supreme Court issued its long-awaited decision in Andy Warhol Foundation for the Visual Arts, Inc. v. Goldsmith, a case that presented the Court with an opportunity to bring clarity to the often highly subjective standards lower courts apply when deciding the issue of fair use of visual works of art under copyright law.
It is more important than ever that employers understand the serious long-term, non-monetary consequences of settling or accepting Occupational Safety and Health Administration (OSHA) citations.
A new Washington law regulating employers’ use of production quotas or production standards for employees working at warehouse distribution centers (House Bill 1762) will go into effect on July 1, 2024.
As a part of the Consolidated Appropriations Act, 2023 (CAA), Congress passed new exceptions to the Physician Self-Referral Law (Stark Law) and the federal Anti-Kickback Statute (AKS) allowing certain healthcare entities to provide mental health or behavioral health improvement and/or maintenance programs to physicians and other clinicians.
On May 17, 2023, the Texas Senate approved Senate Bill No. 14 (SB 14), prohibiting physicians from providing gender-affirming medical care to minors experiencing gender dysphoria (distress that results from having one’s gender identity not match one’s sex assigned at birth).
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