News

Blog: Use of Earn-Outs to “Bridge” the Valuation Gap

By EsqSocial Corporation 03/09/19

There’s an old saying, probably at some point attributed to Abraham Lincoln or Einstein, that a bridge shows no allegiance to either side. It’s a wonderful metaphor and one that dealmakers would be wise to remember when working to construct...

SEC Issues Guidance and Interpretation Aimed at Proxy Voting

By EsqSocial Corporation 03/09/19

The U.S. Securities and Exchange Commission (SEC) held an open meeting on August 21, 2019, (the Open Meeting) and approved two items: (1) guidance regarding the proxy voting responsibilities of investment advisers under the Investment Advisers Act of...

Third Circuit Examines FLSA ‘Willfulness’ Standard: ‘Reckless’ vs. ‘Egregious’

By EsqSocial Corporation 03/09/19

The issue of willfulness is very important in FLSA cases because such a finding extends the statute of limitations from two years to three. The standards utilized in making these decisions have been established but their application to particular...

UK Tax Round Up - August 2019

By EsqSocial Corporation 03/09/19

UK Case Law Developments - Valid notice crucial to tax indemnity claim - The Court of Appeal (CA) decision in Stobart Group Ltd v Stobart and another is a cautionary tale for any purchaser who, following the acquisition of a company, might be...

11th Circuit Ruling Calls Text Message TCPA Class Actions Into Question

By EsqSocial Corporation 03/09/19

TCPA class actions based on the receipt of unsolicited text messages have grown more common in recent years. However, the Eleventh Circuit’s decision in Salcedo v. Hanna, may upend that trend by holding that a single unsolicited text message did not...

CSBS Launches Three Online Tools for the Financial Services Industry

By EsqSocial Corporation 03/09/19

On August 21, 2019 the Conference of State Bank Supervisors (“CSBS”) launched three new online tools designed to help non-bank financial services companies navigate state regulations and protect against cyber security risks: a State Regulatory...

SEC Guidance Will Impact Roles of Proxy Advisers and Investment Advisers in Proxy Context

By EsqSocial Corporation 03/09/19

Last week, the U.S. Securities and Exchange Commission (“SEC”) approved interpretative guidance relating to (i) the application of proxy rules to proxy advisory firms and (ii) the fiduciary role of investment advisers within the proxy process. The...

AB 5 Update: California Senate Committee Advances Bill to the Senate Floor

By EsqSocial Corporation 03/09/19

This article is an update to prior publications from Littler’s Workplace Policy Institute regarding Assembly Bill 5 (AB 5), currently pending in the California legislature. On August 30, 2019, the California Senate Appropriations Committee briefly...

Review Florida Leases With Hurricane Dorian In Mind

By EsqSocial Corporation 03/09/19

With Hurricane Dorian forecasted to make landfall along Florida’s east coast sometime this week, Sunshine State landlords and tenants should take a few moments this weekend to review their leases to ensure that they are aware of their rights and...

SEC Sanctions Issuer for Misrepresentations Regarding Loan Covenant Compliance

By EsqSocial Corporation 03/09/19

Omega Protein Corporation manufactured and distributed omega-3 fish oils and fish meal products. Omega financed its operations through federal government programs under Title XI of the Merchant Marine Act of 1936....

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