Firm Advice: Your Weekly Update

DOJ and FTC leniency for failing to file Hart-Scott-Rodino notifications may be over. The passive investment exception to the Hart-Scott-Rodino Act’s reporting requirements excuses notification when the acquirer will hold not more than 10 percent of the outstanding shares solely for investment purposes. Biglari Holdings, Inc. viewed its investment in Cracker Barrel as passive and did not timely notify the FTC or DOJ. The agencies, however, did not view Biglari’s investment as passive, indicating Biglari’s attempt to attain “a board seat was alone sufficient to show that Biglari was not a passive investor.”  Goodwin Proctor has an analysis of this recent shift in regulatory strategy in a recent client aler.

California has become the third state to regulate employer access to the social media accounts of applicants and employees. The law, A.B. 1844, is set to take effect on January 1, 2013. The law prohibits employers from requesting or requiring employees or applicants to 1) disclose their username or password, 2) access their private information in presence of employer, or 3) divulge any personal social media information. There are some exceptions. In a recent client alert, Wilson Sonsini suggests that the law “contains many undefined and unclear provisions that create potential landmines for California employers.”

On its Words of Wisdom blog, Latham & Watkins has a series on complying with SEC’s XRBL requirement, “part of the family of interactive reporting standards required by the SEC.” The most recent installment covers what types of filings must include an interactive data file and just as important, what to do if you are going to be late.