Online Retailers and Taxes in California

Earlier this summer, Governor Jerry Brown signed into law a budget bill that required online retailers like Amazon to start collecting state sales tax as of July 1, 2011.The passage of ABX1 28 (Blumenfield) prompted Amazon to initiate a campaign to place a referendum on the ballot that would overturn the new online sales tax.The online retailer had already spent over $5 million on the referendum campaign and was prepared to collect the necessary 504,000 signatures required within 90 days of filing with the office of the California Attorney General to place the referendum on the ballot. To show its virulent opposition to the bill, Amazon has already cut ties with some 25,000 affiliate businesses in California.

(more…)

Will Concepcion Allow Arbitration Agreements to Squash Consumer Class Actions?

Not entirely—at least that’s the conclusion according to this article in the most recent ABA Infrastructure issue.The key holding of the Supreme Court decision in AT&T Mobility LLC v. Concepcion–that the Federal Arbitration Act (FAA) preempts any state rule invalidating class-action waivers (such as the Discover Bank v. Super. Ct. rule in California prohibiting non-class arbitration clauses)–significantly bolsters the already superior bargaining power of defendants in class-action suits and undermines the ability ofconsumers to even undertake these suits. (There is already some evidence that banks have increased adoption of arbitration clauses as a result of the decision)

(more…)

The Network Lecture Series: Nathan Bush’s Corruption and Fraud in China Part II

On August 29th, 2011, Nathan Bush, Partner at O’Melveny & Myers, Beijing, delivered a lecture titled “Corruption & Fraud in Contemporary China: Challenges for U.S. Companies & Investors.” Mr. Bush’s lecture addressed two equally important questions:

(1) What pressures do U.S. companies face when operating in China, and

(2) What challenges do Chinese companies face when listing on American stock exchanges?

In answering the first of these queries, Mr. Bush took the lecture attendees through a brief history of Chinese political and social culture, Chinese anti-bribery laws, the Foreign Corrupt Practices Act, Dodd-Frank’s strengthened whistleblower protections, and the U.K. Bribery Act. In tackling the second question, Mr. Bush focused on reverse- takeover mergers of shell U.S. companies listed on American stock exchanges by Chinese companies and the recent intensification of investigations into those companies’ dealings.

(more…)

The California Amazon Tax

In a recent tentative deal with California lawmakers, Amazon will continue doing business as usual and will delay collecting taxes from online sales until September 2012.

The online retailer was the main target of Assembly Bill 28x that mandated Amazon to gather taxes from California sales starting July 2011. In response to the mandate, Amazon initiated a referendum campaign to challenge the law. (more…)

DOJ Puts the Brakes on Proposed AT&T T-mobile Merger

On August 31, the Department of Justice (DOJ) brought suit to block the proposed merger of AT&T and T-mobile, the second and fourth largest mobile phone service providers in the nation. The DOJ asserts that the combination would result in “higher prices, fewer choices, and lower quality products.”
The DOJ’s argument is bolstered by the observation that T-mobile has been an engine for innovation and competition in the market in the past, as it was the first carrier to bring Android-powered handsets to market and to introduce various unlimited service plans. However Deutsche Telekom, the company that owns T-mobile, has stated that that it no longer plans on investing capital in the U.S. mobile phone service market. This statement, if credible, would make it more difficult for a court to conclude that T-mobile would be able to continue to serve as a source of competition and innovation in the future.

(more…)

The Network Lecture Series: Nathan Bush’s Corruption and Fraud in China Part I

On August 29th, 2011, Nathan Bush, Partner at O’Melveny & Myers, Beijing, delivered a lecture titled “Corruption & Fraud in Contemporary China: Challenges for U.S. Companies & Investors.” Mr. Bush’s lecture addressed two equally important questions:

(1) What pressures do U.S. companies face when operating in China, and

(2) What challenges do Chinese companies face when listing on American stock exchanges?

(more…)

The Unveiling of a Jobs-Tax Proposal

In a roomful of business leaders, Governor Jerry Brown recently released a jobs-tax package that, as described by the Governor’s office, expands a jobs-credit and reduces taxes for businesses investing in manufacturing. The jobs-tax package — a three-point jobs plan — would:

1. Expand the current jobs credit by increasing the credit from $3,000 to $4,000, increasing eligibility to employers with fewer than 50 employees, placing a sunset on the credit at the end of 2013, and preventing double-dipping with the Enterprise Zone credit;

2. Provide a sales-and-use-tax exemption (SUT) for purchases of manufacturing equipment. Specifically, the proposal would include an exemption for firms in the manufacturing; biopharmaceuticals; alternative energy production such as solar, wind and tidal; and software publishing industries; and

3. Implement a mandatory Single Sales Factor (SSF) Apportionment for all multistate businesses. (more…)

The Effects of Upcoming SEC Regulations Governing Accredited Investor Status

In March the SEC finished receiving comments on an alteration mandated by the Dodd-Frank Act that changes the calculation which determines whether an individual can be considered an “accredited investor.” The alteration, which already went into effect upon passage of the Dodd-Frank Act, excludes the net equity an investor may have in his/her home from the calculation of his/her net worth. This change is significant because there are a large number of relatively small financial institutions that are only allowed to engage accredited investors as clients, given those institutions do not comply with the plethora of filing/reporting requirements generally required for public offerings.

(more…)

Johnson, Sylvester, Funke, oh my!: The ARB Paves the Way for Greater SOX Whistleblower Protection

Earlier this year, The Network reported on some changes made to the Sarbanes-Oxley (SOX) whistleblower provisions by the enactment of the Dodd-Frank bill. In recent months, the Administrative Review Board (ARB) – the appeals board for decision issued by Administrative Law Judges in the Department of Labor – has made monumental transformations to existing case law regarding whistleblower retaliation claims. The alterations the ARB has made are a clear departure from previous SOX whistleblower case law and revitalized whistleblowing as a public service deserving of protection.

Under 18 U.S.C. § 1514A, it is illegal for any public company subject to SOX to discharge employees, contractors, subcontractors or agents for informing certain entities about certain enumerated SOX violations. If an employee suspects that retaliatory acts were taken against them for their role in reporting a SOX violation, the employee must file a complaint with the Occupational Safety and Health Administration (OSHA) within 180 days of the retaliatory act – increased from 90 days by Section 922(b) of the Dodd-Frank Act. After OSHA conducts an investigation, it issues an initial decision. If either party disputes OSHA’s decision, that party may appeal to the Department of Labor Office of Administrative Law Judges. There, the purported whistleblower must establish a prima facie case for SOX protection. In order to establish a prima facie case, the claimant must prove (1) he or she engaged in SOX protected activity, (2) the respondent took unfavorable employment actions against complainant, and (3) the protected activity was a contributing factor to the adverse action.

(more…)

Revamping Patent Law: What it Means for Business Method Patents

 

The Senate and House of Representatives recently passed legislation that revamps patent law by updating the process for challenging patents and awarding a patent to the first inventor to file a specific claim.Of particular interest to our readers, the “American Invents Act” (S. 23 and H.R. 1249) creates a new post-grant review procedure that applies to all patents and a special one (section 18) that applies only to business method patents relating to financial services. (more…)