BLT: January/February 2010

     

    Articles

    Business & Corporate

    Top five business immigration law issues: What employers need to know in today's economy

    H. Ronald Klasko

    The author explores the top five immigration law issues facing business lawyers today. They are: the immigration law consequences of reducing a company’s workforce in a down economy, criminal enforcement against employers who knowingly hire employees without authorized immigration status, the use of E-verify to verify an employee’s authorization to work, the status of current immigrant and nonimmigrant visa categories, and the EB-5 regional center program.

    Business & Corporate

    The administration's new work site enforcement initiatives: Focus on employer compliance will increase audits and investigations

    Elise Fialkowski

    The Obama administration has pledged to continue—and in fact increase—vigorous criminal enforcement against employers that employ unauthorized workers. Obama’s Secretary of Homeland Security has indicated a shift away from apprehension of the undocumented workers in large-scale raids to a clear focus on employers including detailed up-front investigation on employer compliance prior to enforcement activity. This article outlines changes in enforcement tactics-mostly aimed at employers-as outlined in recent promulgations from Immigration and Customs Enforcement (ICE) and the Department of Homeland Security.

    Business & Corporate

    Creating a global workforce: Transferring non-U.S. citizen personnel to the United States

    A multi-national company’s decision to transfer personnel to the United States is one that takes considerable forethought and planning. In this article, the authors offer the reader assistance in navigating the complexities of immigration law. and offer advice regarding other issues that a transfer to the United States might trigger such as tax liability and the ability of spouses to work and dependent children to attend school in the United States.

    Business & Corporate

    Bothersome immigration buzz spells trouble for M&A deals: New homeland security memo complicates employee transfers

    Angelo A. Paparelli

    This article highlights a 2009 U.S. Citizenship and Immigration Services (USCIS) guidance that provides a roadmap to help immigration officers decide whether a particular merger, acquisition, spin-off, or other restructuring will preserve or destroy employment-based immigrant visa benefits previously sought or secured for the seller's employees. In agency parlance, USCIS officers must follow the new instructions in deciding the issue of "immigration successorship in interest." The guidance may prove troublesome to deal lawyers because it arbitrarily limits which immigrants are subject to immigration successorship.

    Business & Corporate

    Pro bono in action: An immigrant's need for representation

    Jill E. Family

    Attorney representation is essential in immigration cases. Unfortunately, however, 60 percent of individuals appearing in immigration court do so without an attorney, and that number has risen to higher than 80 percent for individuals detained during their immigration court proceedings. There is no government-appointed counsel in immigration cases. The author details how pro bono immigration centers like the Pennsylvania Immigration Resource Center, or PIRC, work to fill the huge need for representation for immigration detainees.

    Business & Corporate

    Reining in directors and officers in corporate America: In Delaware, the answer is not to expand their personal liability

    This article examines Title III of the Sarbanes-Oxley Act of 2002(SOX). Title III put specific obligations on public companies for financial reports and set standards for audit committee independence and responsibilities. Title III also empowered the audit committee to engage counsel and other outside experts at the company's expense and in its sole discretion. After reviewing the traditional functions of outside counsel have served, the author reviews the new duties that Sarbanes-Oxley poses for in-house counsel and the specific place SOX provides for outside counsel in audit committee functions, responsibilities, and outcomes.

    Business & Corporate

    Representing independent directors after Sarbanes-Oxley: The growing role of independent counsel

    James M. Lyons

    This article examines Title III of the Sarbanes-Oxley Act of 2002(SOX). Title III put specific obligations on public companies for financial reports and set standards for audit committee independence and responsibilities. Title III also empowered the audit committee to engage counsel and other outside experts at the company's expense and in its sole discretion. After reviewing the traditional functions of outside counsel have served, the author reviews the new duties that Sarbanes-Oxley poses for in-house counsel and the specific place SOX provides for outside counsel in audit committee functions, responsibilities, and outcomes.

    Business & Corporate

    Negotiating the loan commitment: The borrower's perspective

    John N. Oest

    This article stresses the critical importance of the initial steps when approaching a loan commitment and outlines effective approaches for a borrower negotiating a commitment for the most common type of credit agreement. The author walks the reader through the critical terms that a borrower should negotiate at the outset of the agreement. These include: financial terms, loan availability, prepayment rights, escrow arrangements, due-on-sale provisions and other terms.

    Departments

    Business & Corporate

    SNAP JUDGMENTS

    Molly Thomas

    Snap Judgments offers notes on news items from the world of business and the law. In this month’s column, the author highlights: an article about a new legal website called LegalTube that is intended to mimic the initial conversation between a lawyer and a prospective client; an article about law firms hiring special staff just to monitor e-mail; an article about the rise in partners working part-time; a report about a judge throwing out a case due to poor stapling of documents; an article about the end of the small business auditing exemption under Sarbanes-Oxley; and an article about a move toward a uniform state bar exam.

    Business & Corporate

    KEEPING CURRENT: Are your Regulation FD compliance procedures sufficient?

    Michael R. Littenberg

    Regulation FD prohibits selective disclosure by public companies of material nonpublic information. The author highlights how thoughtful Regulation FD compliance policies and procedures can help to mitigate the consequences of a violation. The author uses the real-world example of Christopher Black, at the time the chief financial officer of American Commercial Lines, Inc., to illustrate his point.

    Business & Corporate

    KEEPING CURRENT: SEC to rule on Rule 14a-11 and Rule 14a-8 proposals by early 2010

    The 2011 proxy season is expected to be unlike any seen to date. Securities and Exchange Commission (SEC) Chair Mary Schapiro recently announced her hopes "to finalize the [proposed proxy access] rules early in the new year [2010]." The SEC's proposals fill a tome, coming in at over 250 dense pages, but can be distilled down to the position that proxy reform is necessary due to a "loss of investor confidence" and "serious concerns about the accountability and responsiveness of some . . . boards of directors to the interests of shareholders."

    Business & Corporate

    KEEPING CURRENT: Recent SEC changes impact investigations

    The SEC recently announced significant changes to its investigative process. This article reviews some of the historical problems with SEC investigations most which resulted in an extremely lengthy process. The article then details some of the recent changes to the investigatory process. Some of these changes include the development of specialized subject matter units, the creation of a less hierarchical management structure, and the use of new enforcement tools to reward cooperation.