corporate/securities/M&A

Recent SEC Amendments to Insider Trading Laws – What You Need to Know

By Kaitlyn Dehmer On December 14, 2022, the Securities and Exchange Commission adopted amendments to Rule 10b5-1. The amendments are intended to strengthen insider trading protections and fill gaps left open by the original rule. The following provides a brief discussion of the new requirements imposed by the amendments to Rule 10b5-1. Requirement of Good Faith The good faith requirement of Rule 10b5-1 is expanded by the amendments. Now, any

Continue >>

Critical Components of Colorado’s New FAMLI Law

By Lenora (Leni) Plimpton  All Colorado employers need to be aware of new requirements that start on January 1, 2023, under Colorado’s Family and Medical Leave Insurance (“FAMLI”) law. Under FAMLI, Colorado employees are entitled to take up to 12 weeks of paid family and medical leave for various circumstances. The critical components for compliance with this new law are as follows: As mentioned above, Colorado employers are required to

Continue >>

Employer Alert: New Federal Limitations on Workplace Policies Involving Sexual Assault or Sexual Harassment Allegations

By Leni Plimpton       On November 16, 2022, Congress passed the Speak Out Act, S. 4524, prohibiting the enforcement of certain contract provisions that would “silence” people who claim to have suffered sexual assault or sexual harassment. On December 7, 2022, President Biden signed the bill into law and it takes effect immediately. What does this act mean for employers? In short, the new law makes it so courts cannot enforce nondisclosure and non-disparagement agreements “relating to disputes

Continue >>

Granting Employee Stock Options: How to Ensure Compliance with Section 409A and Avoid Negative Tax Consequences

By Brian Barrett In today’s tight labor market, companies are constantly searching for creative ways to attract and retain top talent. While innovative start-ups and larger companies have long granted equity as a means of attracting, retaining, and incentivizing skilled and talented workers, more mid-market and small companies in a variety of industries are turning to such strategies to gain a competitive edge over their peers. One common type of

Continue >>

Corporate Transparency Act – Beneficial Ownership Information Reporting

The Corporate Transparency Act (CTA) requires certain entities to submit beneficial ownership information (BOI) to the Department of Treasury’s Financial Crimes Enforcement Network (FinCEN). On September 29, 2022, FinCEN issued a final rule outlining who must file a BOI report, what information must be reported, and when a report is due. The rule will become effective January 1, 2024. Here’s what you need to know: Who: Reporting Companies The rule

Continue >>

SEC’s Final Executive Compensation Clawback Rules

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted new listing standards and rules to implement Section 954 (which added Section 10D to the Securities Exchange Act of 1934) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”). A link to the SEC final rule release is included at the end of this memorandum under the heading “References.” Consistent with Section 10D of

Continue >>

3 Ways to Protect a Cannabis Business Partnership From Litigation

By David Olsky As the cannabis industry grows, it’s increasingly essential for business owners and investors to protect themselves from potential litigation. Partnership disputes, unsavory business practices and “off-the-books” backroom dealings abound, particularly in contrast to other, more mature, established industries. In a piece featured on MJBizDaily, Fortis partner and litigation expert David Olsky dispenses his three key pieces of advice for how businesses can protect themselves from bad actors,

Continue >>

How to Survive the Upcoming Consolidation Boom in Cannabis Industry?

By Julie Herzog  As the cannabis industry matures, we are seeing a consolidation boom, with larger companies gobbling up smaller ones at an unprecedented rate. This is being driven largely by Big Pharma, who are eager to get their hands on this rapidly growing market. While this consolidation can be good for the industry as a whole, it can be difficult for smaller businesses to survive.  In order to effectively

Continue >>

How Employers Can Combat Quiet Quitting

By Leni Plimpton The trend of “quiet quitting” has gotten a lot of media play and raised a lot of red flags among employers, who fear decreased productivity and lower quality of work. Employees are trying to find the balance between boundary-setting and fulfilling work responsibilities, and most employers agree that reducing stress and burnout are positive goals that should be welcome in the workplace. However, what happens when an

Continue >>

Monkeypox Virus Offers Employers Opportunity to Deepen Protections for LGBTQ Employees

The recent monkeypox virus outbreak and discriminatory ties to the LGBTQ population should motivate employers to review and enhance company policies protecting their LGBTQ employees. The matter is particularly urgent given that anti-LGBTQ discrimination in the workplace is already a widespread problem.   In an article recently published on HR.com, Fortis attorney, Andrew Neiman, counsels outlines the five key steps every employer should take now to protect and support LGBTQ employees

Continue >>