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In a February 3, 2012 Opinion, the First Circuit Court of Appeals reversed a Massachusetts District Court and held that, while the whistleblower protections of the Sarbanes-Oxley Act apply to employees of “public companies” (i.e., a company with registered securities or one that files reports under Section 15(d) of the Exchange Act), they do not …
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Permanent link to this article: https://betweenthenumbers.net/2012/02/first-circuit-limits-sox-whistleblower-protection/
Oracle and competitor SAP went to trial over copyright infringement admitted by a now-closed TomorrowNow that SAP acquired. SAP acknowledged liability of their acquired company, and apologized for the infringement. In September 2011, a jury awarded Oracle $1.3 billion, but the U.S. District Court judge reduced the award, offering Oracle the opportunity to either accept …
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Permanent link to this article: https://betweenthenumbers.net/2012/02/oracle-rejects-272-million-and-opts-for-a-second-damages-trial/
The expected significant change in the estate tax at the end of 2012 should cause most affluent persons to engage in estate planning. Usually, this will involve an irrevocable trust. One issue that invariably arises is how a future estate tax will be paid for those assets that have not been removed from the estate. …
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Permanent link to this article: https://betweenthenumbers.net/2012/02/recent-tax-case-approves-use-of-related-party-loans-to-reduce-and-fund-estate-taxes/
By a 3-2 vote, the Department of Labor’s Administrative Review Board (ARB) limited the jurisdiction of the Sarbanes-Oxley Act (SOX) whistleblower protection outside the United States. The case is Villanueva v. Core Laboratories, NV, ARB No. 09-108, ALJ No. 2009-SOX-6 (ARB Dec. 22, 2011) (en banc). The ARB received multiple amicus briefs setting out the …
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Permanent link to this article: https://betweenthenumbers.net/2012/02/dols-arb-limits-sox-whistleblower-protections-to-u-s-employees/
In late January, the IRS issued final regulations regarding the taxation of personal injury litigation damages. The regulations provide guidance regarding tax law changes included in the Small Business Job Protection Act passed in 1996. Specifically: Litigation settlements are excluded from gross income for damages received on account of physical injuries or sickness. Damages from …
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Permanent link to this article: https://betweenthenumbers.net/2012/02/irs-issues-final-regulations-on-taxation-of-personal-injury-damages/
When used with financial instruments, options are a contract between two parties in which one party has the right, but not the obligation, to do something. Usually, the option involves buying or selling an underlying asset. Having rights without obligations has financial value, so option holders must purchase these rights at a price, called a …
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Permanent link to this article: https://betweenthenumbers.net/2012/01/a-primer-on-valuing-options/
A creditor-friendly, minority view comes from a First Circuit District Court. If this rationale catches on, this could have a significant impact on bankruptcy preference litigation. Generally speaking, a “preference” under Section 547 of the Bankruptcy Code is a payment of an old (or “antecedent”) debt. The Bankruptcy Code allows a bankrupt company to recover …
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Permanent link to this article: https://betweenthenumbers.net/2012/01/possible-double-counting-%e2%80%9cnew-value%e2%80%9d-in-bankruptcy-preference-actions/
The Dodd-Frank Wall Street Reform and Consumer Protection Act added requirements for the SEC to maintain a whistleblower reporting capability, and to annually report on the results each fiscal year. Section 922 of Dodd-Frank added Section 21F to the Securities Exchange Act, requiring the SEC to make monetary awards to those who voluntarily provide original …
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Permanent link to this article: https://betweenthenumbers.net/2012/01/sec-whistleblower-program-collects-a-surprising-number-of-complaints/
Ernst & Young (E&Y) recently released a study of the annual recurring costs of going public. Most studies on this topic focus on sales commissions and discounts paid to investment bankers. The other costs of going public are often not available, and are minimized by some commentators. E&Y sheds light on this important subject, generally …
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Permanent link to this article: https://betweenthenumbers.net/2012/01/new-study-shows-high-annual-costs-of-being-a-public-company/
In Spine Solutions vs. Medtronic Sofamor Danek, Case No. 2:07-02175-JPM-dkv (W.D. Tenn. Nov. 23, 2011), a District Court ordered a new trial on damages based on the Federal Circuit’s ruling in Uniloc USA, Inc. v. Microsoft Corp., 632 F.3d 1292 (Fed. Cir. 2011). In the Uniloc case, the widely-used 25% royalty rule was rejected as …
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Permanent link to this article: https://betweenthenumbers.net/2012/01/25-reasonable-royalty-rule-is-rejected-even-with-no-objection/
