CONTENT CENTER
White House to Business: “Take Ransomware Crime Seriously”
By Cynthia Larose
As we come out of the COVID-19 pandemic, another type of infection is threatening businesses as ransomware continues to spread. A roll call of entities have experienced major ransomware attacks just in the past few weeks.
Restricted Stock Units Unpacked
By Jacob Neumark
For many startup companies, compensating directors, officers, and employees can pose quite the challenge. While startup companies want to lure top talent, and incentivize workplace continuity and employee buy-in, they are often stressed for capital, and need to keep overhead costs low. One common approach to balancing these interests is for companies to offer restricted stock units (“RSUs,”) to their directors, officers, and employees as a form of compensation.
Public Benefit Corporations are Going Public
By Ben Stone
As society increasingly expects corporations, large and small, to generate positive social impact alongside profits, many entrepreneurs and executives are incorporating their companies as, or converting to, Public Benefit Corporations (“PBCs”).
"Gig" Workers May Become Eligible to Receive Equity Compensation
By Dan DeWolf and Sanjana Ramkumar
The Securities and Exchange Commission (the “SEC”) recently voted to propose temporary rules to permit companies to provide equity compensation to certain workers known as “gig” or “platform” workers.
Fact-Specific Inquiry: Deciding Between Trade Secret and Patent Protection
By Adam P. Samansky and Nicholas W. Armington
Innovations that are eligible for patent protection are often vital to a company’s revenue stream and profitability, but in some cases, opting for trade secret protection is a better strategic choice.
Statutory – not Shareholder – Activism: Governor Newsom Signs California’s Diversity Mandate into Law
By Jen Rubin
California has enacted the nation’s first diversity mandate for public company boards. As we previously reported, the new law (AB 979) builds upon California’s first-in-the-nation statutory gender mandate for public company boards.
SEC Proposes Relief from Broker-Dealer Registration for Certain Finders
By Steve Ganis
The SEC recently published in the Federal Register a proposed notice of an exemptive order (the “Proposal”) that would, subject to limitations and conditions discussed below, exempt certain individuals seeking to find investors for private companies and unregistered funds (“Finders”) from federal broker-dealer regulation requirements. Among other things the Proposal would allow Finders to earn commissions or other transaction-based compensation.
From New York to Delaware: The Process of Redomesticating a New York Corporation
By Ashna Pai
It is a common story we have heard from many emerging company clients: a young New York-based entrepreneur wants to start a company. The entrepreneur decides to incorporate his or her company in New York, believing New York to be the most obvious and best logistical choice because New York is where they are based, where the operations of the company, including its employees, offices etc. are to be based, and, not to mention, because of the many opportunities, diverse talent and creativity that has always attracted start-up companies to New York. Fast forward a couple of years, the company is starting to take off and has caught the eye of several institutional investors who are willing to invest in the company’s growth, however, before investing they are requiring the company to be incorporated in Delaware. Why? As many entrepreneurs will soon learn, Delaware is considered to be the “gold standard” among many for a corporation’s domicile. It is known to be business and management friendly, there is an extensive body of corporate cases for companies to refer to, it follows the “business judgement rule” regarding decisions of directors, and generally, the laws tend to be flexible and favorable for founders and their investors.
Management Carve-Out Plans
By Garrett Galvin
A company may find itself in a position to sell for a variety of reasons: a sale may be necessary to continue its growth, a potential buyer made an offer too good to pass up, or the owners are simply looking towards their next venture. Regardless of the reason for the sale, the prospect of selling the company can be a difficult but exciting time for all involved and it is important for the sellers to have management support of the transaction to bring it across the finish line.
Part Ten of the COVID-19 Roadmap Series: Workplace Communications and Trainings
By Tyrone P. Thomas & Danielle M. Bereznay
In the final part of our Roadmap Series, as employers prepare to transition to on-site operations for segments of their staff, we discuss considerations for COVID-19 related communications to the workforce. We also address the importance of conducting workplace trainings for managers and staff that address new regulatory considerations for workplace safety, telecommuting arrangements, health screenings, and leave and accommodation requests to prepare for the “new normal.”
Part Nine of the COVID-19 Roadmap Series: Ensuring Compliance – Leave Management
By Corbin Carter, Natalie C. Young, Michael S. Arnold & H. Andrew Matzkin
As management and human resources professionals are well aware, COVID-19 has drastically and rapidly impacted the workplace. Among other things, employees require more flexibility, employers are increasingly reliant upon remote work arrangements, and legislative and administrative responses to the pandemic from various levels of government have created new requirements for businesses, including new leave entitlements for employees. In Part Nine of our Roadmap Series, we explore key considerations surrounding leave management and compliance as employees and businesses navigate this new terrain.
Part Eight of the COVID-19 Roadmap Series: Avoiding COVID-19 Wage & Hour and Labor Law Pitfalls
By Jennifer R. Budoff, Delaney M. Busch, Brendan J. Lowd
In Part Eight of our Roadmap Series, we take a closer look at wage and hour compliance concerns that may arise during the COVID-19 pandemic, and what employers can do to minimize these pitfalls.
Part Seven of the COVID-19 Roadmap Series: Employee Physical and Mental Well-being During the COVID-19 Pandemic
By David Barmak & Jennifer R. Budoff
In Part Seven of our Roadmap Series, we take a closer look at the impact of COVID-19 on employee mental and physical well-being, and what employers can do to assist their workforce.
COVID-19 and Down-Round Financings
By Jeremy Glaser, Sebastian Lucier, and Sebastian A. Bacon
Although no one can predict the long-term economic impact of COVID-19, early indications show similarities to the last significant economic downturn that started in 2008. During that period, venture capital investment decreased significantly both domestically and abroad — in the first quarter of 2009, alone, there were double-digit declines in venture financings. The decrease in available capital during that time period led to a significant uptick in financing rounds at lower valuations than in previous rounds, or so-called “down-round financings.” Companies should be prepared for a similar occurrence, and be ready to take precautionary steps in order to minimize risks relating to a down-round financing.
Part Six of the COVID-19 Roadmap Series: Reporting to Work
By Andrew J. Bernstein & Brie Kluytenaar
As we continue to plan and prepare for the reopening of businesses, Part Six of our Roadmap series examines the when, what, where, and how of returning to work. Given the many considerations this process entails, we encourage employers to begin engaging with these issues now and to consult with counsel so that plans are in place and the groundwork is laid for the eventual reopening of the workplace, whenever that may be.
Part Five of the COVID-19 Roadmap Series: Ensuring a Safe Workplace - COVID-19 Screening and Testing
By Nicole M. Rivers, Michael S. Arnold, Karen S. Lovitch, Hope S. Foster & Cynthia J. Larose
In Part Five of our Roadmap Series, we take a closer look at COVID-19 screening and testing, including best practices and legal implications, as potential tools to maintain a safe workplace.
Part Four of the COVID-19 Roadmap Series: Ensuring a Safe Workplace – Reimagining the Physical Workspace and Business Travel
By Delaney M. Busch, Morgan G. Tanafon & Angel Feng
Given the challenges presented by COVID-19, many businesses must consider large-scale, transformational changes to their operations. As social distancing continues and safety concerns pervade the public consciousness, adjustments to the physical workspace and business travel practices will be necessary to reflect these new considerations. In Part 4 of our COVID-19 Roadmap Series, we outline important planning steps and concerns employers need to consider relating to physical workspaces and business travel.
Part Three of the COVID-19 Roadmap Series: Ensuring a Safe Workplace - Key Guidance for a Healthy Workspace
By Delaney M. Busch & Morgan G. Tanafon
As economies begin restarting and the doors to traditional workplaces are opening, employers face challenges in reorganizing and protecting their places of business. However, the exact measures appropriate and effective for each workspace will largely depend on a worksite risk assessment (see our prior blog posts regarding OSHA and COVID-19 infrastructure). In Part 3 of our Roadmap Series, we outline important guidance, procedures, and concerns employers need to consider to successfully and safely bring back employees to their worksite.
Part Two of the COVID-19 Roadmap Series: Creating a COVID-19 Operations Infrastructure
By Katharine O. Beattie & Emma Follansbee
With the reopening of the economy on the horizon, employers are looking ahead to welcoming employees back to the traditional workplace. Business operations will look vastly different during and after the COVID-19 pandemic. In Part 2 of our Roadmap Series, we outline important operational planning steps and actions employers can take now to successfully and safely bring employees back to the workplace. Future posts in this series will address many of these issues more in-depth, so be sure to stay tuned.
Part One of the COVID-19 Roadmap Series: Introduction
By Jennifer B. Rubin
The rapid onset of the coronavirus crisis stripped many employers of the opportunity to prepare an orderly retreat from the physical workplace. Following the government-imposed stay-in-place orders, employers shifted their attention to managing a remote workforce, coping with the financial impacts of the economy’s precipitous closure, and digesting the rapid legislative developments that ensued. While we do not know what the “normal” American workplace will look like exactly during and after the pandemic, employers should plan now for this transformation. Mintz is pleased to provide this Roadmap for Employers in the Time of COVID-19 series that will provide guidance on critical issues employers should focus on as they prepare for what promises to be a very different workplace.
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