Articles from February 2010

CONVERTIBLE PROMISSORY NOTES ARE NOT ALWAYS SECURITIES

Date: February 25th, 2010

Since the 1946 U.S. Supreme Court decision in Securities & Exchange Commission v. Howey, securities lawyers have known the test for determining whether a financial instrument or contract is a security. As the Howey Court put it: “The test is whether the scheme involves an … Read More »

OVERTIME CLASS ACTIONS AGAINST BIG PHARMA THREATEN ALL COMPANIES WITH OUTSIDE SALES REPS

Date: February 18th, 2010
Categories: Employment Law

A storm is brewing over the issue whether outside sales representatives are entitled to overtime compensation. In 2006, an outside sales rep employed by international pharmaceutical company Novartis AG filed a $225 million class action lawsuit in a federal court in New York. A similar … Read More »

FINRA ADVISES SECURITIES FIRMS AND BROKERS TO MONITOR SOCIAL MEDIA WEBSITES

Date: February 5th, 2010

The Financial Industry Regulatory Authority (FINRA) recently issued guidance to securities firms and brokers regarding the use of social media websites to communicate with the public. The guidance, Notice 10-06, is based on input from FINRA’s Social Networking Task Force, which was organized in September … Read More »

DELAWARE COURT OF CHANCERY REFUSES TO DISMISS CLAIM OF AIDING AND ABETTING AN LLC MANAGER’S BREACH OF FIDUCIARY DUTY

Date: February 4th, 2010

In Julian v. Julian, No. 4137-VCP (Del. Ch. Sept. 9, 2009), the Delaware Court of Chancery identifies the standard for asserting that a defendant aided and abetted a breach of fiduciary duty by a limited liability company’s manager. The LLC in question paid management fees … Read More »