Corporate & Business Archives

WHAT IS DISGORGEMENT'S FUTURE AS A REMEDY FOR S.E.C. VIOLATIONS?

The Securities and Exchange Commission (S.E.C.) has authority to investigate violations of federal securities laws and commence enforcement actions if its investigations uncover evidence of wrongdoing. Initially, the S.E.C.'s statutory authority was limited to seeking an injunction barring any future violations. Beginning in the 1970's, however, courts be­gan granting the S.E.C.'s requests for disgorgement in enforcement proceedings. Disgorgement is a remedy which requires defendants to repay any unlawful monetary gains. Alt­hough Congress has since authorized the S.E.C. to seek mone­tary civil penalties, the S.E.C. has continued to seek disgorgement.

Hashtag Your Ads: FTC Warns Instagram Influencers

Businesses know that their young customers aren't reading newspapers, listening to the radio, or even watching cable television anymore. Instead, they're consuming information and content through their smartphones and the Internet, and streaming their favorite shows from providers like Netflix and Hulu. Companies are adapting, creating Instagram profiles and Snapchat accounts that enable them to reach new age groups. Some enlist social media "influencers," particularly on Instagram, to hawk their products. Those influencers run the gamut from big-time athletes and actors to small-time reality television stars. But whatever the reason for their star power, influencers offer businesses the allure of seemingly organic exposure: candid moments of a household name using a company's perfume or herbal tea, shared with thousands or millions of followers.

RI General Assembly Seeks to Restrict Employers in Their Hiring and Pay Practices

The Rhode Island General Assembly is poised to consider a new law that would prohibit prospective employers from asking candidates about their wage and salary history before making an offer of employment to them. The bill seeks to level the playing field between potential employees and employers so that employees would be free to negotiate and agree upon a wage or salary without their prior compensation setting an arbitrarily low basis for their new salary. On the flip side, however, the bill expressly permits potential employees to disclose their wage and salary history during negotiations. Therefore, if employees believe that their prior wage or salary will help them in negotiations, they are free to disclose that information to the prospective employer.

Wedding "Disasters": Are Negative Online Reviews Defamation?

Businesses depend on their good reputation, especially in the wedding industry. If customers have a bad experience, it's unlikely that they can simply switch to a different wedding vendor. Instead, customers take to online review platforms like Yelp to express their dissatisfaction. Scathing reviews can be especially damaging to wedding vendors, who often only work with customers once, and rely on their positive reviews to drum up future business.

Statute of Limitations versus Contractual Time Periods -- An Important Difference

In a recent Rhode Island Supreme Court decision, OSJ of Providence, LLC v. Aly T. Diene, No. 2016-14-A, the court determined that the expiration of a guaranty in a contract did not operate to shorten the applicable statute of limitations to recover for breach of that guaranty. The defendant was the corporate officer of a restaurant that entered into a five-year lease agreement with the plaintiff. As part of the lease, the defendant executed a personal guaranty that expired on the last day of the twelfth full month following the initial commencement of rent obligations.

The "Who, What, When and Where" of Trademark Protection

Individuals and business owners are faced with a number of options when considering whether, where and when to formally protect the name of their business, products and services and the logos they use in connection therewith. The answers depend on the circumstances unique to each business, and it is important for owners to assess of the pros and cons of each option before filing for trademark protection.

Delaware Chancery Court Decision Highlights Shareholders' Rights & Obligations for Information

Public companies are required to provide, on a regular basis, extensive information about their businesses and financial condition. All of that information is readily available to shareholders and others. Conversely, similar information regarding private companies is generally not available, even to its shareholders. For that reason, the laws of virtually every state give private company shareholders limited rights to receive non-public information regarding a private company in which they own an equity interest.

Deadline Nears for Medical Marijuana Patients and Caregivers to Tag Their Plants under New Law

Medical Marijuana patients and caregivers have until April 1, 2017 to have all their plants tagged in accordance with the Rhode Island Department of Business Regulations' (DBR) Medical Marijuana Program - Final Rules and Regulations that became effective on January 1, 2017. The law requires all medical marijuana patients and caregivers who elect to grow medical marijuana to purchase plant tags for each plant that they grow from the DBR.

Rhode Island Department of Business Regulations Adopts Final Rules and Regulations for Cannabis Cultivator Licenses

On December 12, 2016, the Rhode Island Department of Business Regulations ("DBR") filed its Medical Marijuana Program Final Rules and Regulations with the Rhode Island Secretary of State affecting cannabis entrepreneurs interesting in obtaining a cannabis cultivator license. The newly adopted regulations are a result of public comment received from November 7, 2016 through December 7, 2016 regarding the agency's Emergency Regulation 1- Licensed Cultivators, published in October and operative through December 31, 2016. The DBR's final rules and regulations will take effect on January 1, 2017 and will supersede the emergency regulations. Rhode Island cannabis cultivator licenses permits growers to cultivate and sell medical marijuana to dispensaries. The final rules and regulations reflect important changes that applicants and those contemplating starting applications must be aware of to meet the regulatory requirements of the DBR to obtain licensed cultivator status. The Concise Explanatory Statement summarizes the public comments and what action was taken by the DBR.

New RI Identity Theft Protection Act Requires Businesses Adopt Cybersecurity Measures

It is not uncommon these days to open the newspaper to reports of businesses fallen victim to cyber attacks. But, while front page news tends to focus on security breaches of companies of the "fortune 500" caliber, cyber attacks waged upon small family and middle market businesses actually occur with greater frequency. In an article published in 2015 by SEC Commissioner Luis A. Aguilar, "The Need for Greater Focus on the Cybersecurity Challenges Facing Small and Midsize Businesses," the author notes that the FBI reports that ransomware attacks, standing alone, cost companies around the world more than $1 billion between October 2013 and June 2015. While companies of all sizes have lost money to such schemes, small and medium-sized businesses are believed to be the biggest targets.

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