We focus on key considerations of corporate counsel in assisting clients to navigate through the growing proliferation of governance-related rules and regulations. Identification of the Client As a threshold matter, counsel must identify, and remain clear as to, the identity of its client, which may be the company or a subsidiary, the Board or Board committee, or one or more executives. The identity of the client will inform the scope of counsel’s advice, the ranking by counsel of key considerations within...

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New York City lost a small piece of its soul this week as a result of a few noteworthy closings. The famed Bowlmor Lanes bowling alley near NYU was closed Monday night after a 76-year run. According to a report from the Daily News, the location is being converted into luxury condos. On Tuesday, New Yorkers abruptly learned that high-end cupcake maker Crumbs closed all locations, including several in New York. Investors' portfolios saw some losses of their own on Tuesday, as stocks were...

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In 2007, litigation was initiated in the Court of International Trade (CIT) alleging that gender and age tariff rate disparities on identical or substantially similar products were discriminatory and unconstitutional. Cases were filed on behalf of numerous importers raising identical claims and a few test cases were selected (e.g.Totes-Isotoner Corp. v. United States, 569 F. Supp. 2d 1315 (2008) ("Totes")) and the rest of the cases were stayed pending the outcome of these cases . Unfortunately, the test cases were...

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The Federal Financial Institutions Examination Council (FFIEC), under the leadership of its Chairman Thomas J. Curry, is increasingly focused on cybersecurity risks to financial institutions. At the end of June 2014, the FFIEC created a cybersecurity awareness Web page that assembles the key information about cybersecurity risks to financial institutions. Please note that of the six FFIEC members, the Consumer Financial Protection Bureau is now included as a voting member of the FFIEC, along with the other federal prudential...

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In this three-part series of posts, we bring you a checklist of questions to help you tackle the challenge of website legal compliance. Are your terms and conditions of sale binding? It is imperative that online purchasers are bound by the terms and conditions of sale or engagement.  Simply making terms and conditions available by hyperlink may not be sufficient to incorporate the terms and conditions of sale into the purchase arrangements. It is generally recommended that purchasers should be required to...

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The SUNY Global Engagement Program in New York City is an internship program for students with interests in global issues. The program is seeking to build partnerships with non-profit international organizations interested in having high achieving, ambitious students undertake non-paid internships.  We realize how important having good interns is for many organizations. GEP helps match academically strong students with organizations that work in their area of interest.  Student applicants are pre-screened to ensure strong candidates and they are closely supervised...

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Start-ups comprise an important success factor for Austria as a business location, because they open up new markets and growth opportunities. Young companies create new jobs, stimulate the economy and generally make it more resistant to crises. It is also obvious that company founders are confronted with numerous challenges and have to be supported as effectively as possible. This especially applies to ensuring financing possibilities.  In particular, young companies which show disproportionately high growth often face the problem of...

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Race 14 got underway as crew members waved goodbye to the New York City skyline and looked towards the warm welcome they knew would be waiting for them when they arrived in Derry-Londonderry after the 2850 mile race.  The early days of the race saw gains and losses made by all boats as they chose different tactics in the light winds that they were faced with. The crews saw air and water temperatures plummet as the fleet neared the...

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As we predicted in Observation 1.0, the inevitable waves of Volcker Rule guidance and interpretation have begun. A set of frequently asked questions, developed jointly and adopted in substantively identical form by the federal banking agencies (the Office of the Comptroller of the Currency (OCC), the Federal Reserve Board (FRB) and the Federal Deposit Insurance Corporation (FDIC)), the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC), (the “Interagency FAQs”) has just been published. Since we understand that...

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Investment funds, including private equity funds, often receive capital contributions from tax-exempt organizations. These tax-exempt institutions may include U.S. and foreign pension funds, as well as U.S. and foreign charities and college and university endowment funds. This article addresses some of the U.S. withholding tax exemptions and obligations as they relate to foreign tax-exempt organizations invested in investment funds. Taxation of Foreign Investors on U.S.-Source Investment Income Private equity, venture capital and domestic hedge funds typically are formed as partnerships for...

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