AICPAs Annual Business Law Update

• Chapter 1 - Current Employment Issues - Part I
  • Learning Objectives
  • Introduction
  • "At Will" Employment and Wrongful/Constructive Discharge - When Can an Employee be Fired?
  • Discrimination
  • Sexual Harassment
  • What About Consensual Workplace Romances?
  • Retaliation Claims and Public Policy (Whistleblower) Discharges
  • Can Employee Bonus Programs Take Worker's Compensation Costs, Merchandise Losses and Damage, and Cash Losses into Account?
  • ADA Compliance and Disability Issues
  • So, as an Employer, What Should You Do?
  • Summary
  • Questions
  • Citations
• Chapter 2 - Current Employment Issues - Part II
  • Learning Objectives
  • Introduction
  • E-business-related Issues
  • When Can a Business Enforce a Non-Compete?
  • The Developing Trend in Using the Computer Fraud and Abuse Act to Prevent Migration or Destruction of Company Information
  • Applicant Rights, Overtime, Training, Expenses, and Use of Independent Contractors
  • Implications of the USA Patriot Act and Military Service of Employees
  • Use of Undocumented Workers/Subcontractors and Immigration-Related Issues
  • HIPAA, COBRA, FMLA, FLSA, ERISA, and More Alphabet Soup Mixes
    • HIPAA
    • COBRA
    • FMLA
    • FLSA
    • FECA, FELA, and Other Specialized Laws
    • ERISA
    • PDA
  • Miscellaneous Issues - Privacy Concerns, California's Initiatives, and Taxability of Employment-Related Awards
  • Ethics Training and Compliance - What Not to Forget and Why It Is Important
  • Preventive Measures to Take to Reduce Potential Liability Exposure for Employment-Related Issues
  • Summary
  • Questions
  • Citations
• Chapter 3 - Intellectual Property Issues
  • Learning Objectives
  • Introduction
  • How Intellectual Property Is Protected
    • Trademarks
    • Service Marks
    • Copyrights
    • Patents
    • Trade Names
    • Trade Secrets
  • Recent Developments in the Law of Protecting Intellectual Property
  • Patent, Trademark, and Copyright Infringement
  • Trade Secrets and the Uniform Trade Secret Act - How to Protect Your Company and Its Intellectual Property from "Migrating" Employees
  • The Strategic Partner Dilemma, or What to Do When You Have to Deal with Your Industry's Big Gorilla (Microsoft)
  • Summary
  • Questions
  • Citations
• Chapter 4 - Corporate and Securities Matters
  • Learning Objectives
  • Introduction
  • Director and Officer Liability and &O Insurance
    • Who Is an Independent Director? (Oracle)
    • Limiting Your Liability through Charter Documents and Indemnification Agreements
  • Sarbanes-Oxley Expands White Collar Criminal Liability and Penalties; Certification Requirements
  • and What to Do in Response
    • Former Audit Firm Partners Plead Guilty to Criminal Charges; Audit Firm Penalties; CEO and
      Other Officers Face Criminal Exposure
  • Corporate Governance Issues
    • Reporting Wrongful Acts: No Longer the Province of the Outside Audit Firm – the New Rights
      of Employees and the New Obligations of Counsel
    • Provisions of Sarbanes-Oxley That Apply to Private Companies
  • Summary
  • Questions
  • Citations
• Chapter 5 - Developments in Mergers and Acquisitions
  • Learning Objectives
  • Introduction
  • Evolving Antitrust Issues and Regulatory Trends
  • Popular Defensive Strategies Today - "Just Say No," Stockholder Rights Plans, and Super-Voting Stock
  • Critical Issues to Address in Mergers
    • Retention Payments - Permissible or Not?
    • Avoid "Gun-Jumping"
    • Do Not Underestimate Due Diligence
    • Worry about Post-closing Executive Departures
    • Advance Planning and Compiling an &A Action List Will Help Keep Your Integration Team Together
    • Incentivizing Target Company Management May Play a Critical Role in Success
    • Everyone Says Use Stock, Not Cash - Right?
    • Earnouts Are a Good Way to Bridge Purchase Price Gaps - Yes or No?
    • Effect of the WARN Act
    • Benefits and Other Employment Issues
    • Insurance Coverage Questions
    • Other Structural Issues
  • Why You Should Incorporate or Reincorporate in Delaware
  • Watch What You Say: Are Stockholders to Believe What You Said Before the Merger or What You Said After the Merger? (DaimlerChrysler/Kerkorian)
  • Titan Corp. Re-Opens New Territory in &A Liability
  • Summary
  • Questions
  • Citations
• Chapter 6 - What to Worry About (or at Least be Aware of) if Your Company Is Public
  • Learning Objectives
  • Introduction
  • Regulation FD, or How to Avoid Getting Sued for Improper Disclosure to Analysts and Bankers
  • How §21(a) Resulted in Motorola Avoiding Liability - and What You and Your Business Can Learn from This
  • Regulation G, or How to Use Non-GAAP Information
  • Code of Ethics
  • Using the Safe Harbor for Forward-Looking Information; Class Action and Derivative Litigation; Avoiding Entanglement with Analysts
  • Securities Offering Reforms
    • New Issuer Categories
    • What Communications Can Be Used Before and during an Offering
    • The New Free Writing Prospectus - Which is What?
    • Changes to Shelf Registrations
    • Electronic Roadshows
    • No Need to Deliver Final (Definitive) Prospectuses
    • When Liability Attaches and What This Means to Businesses
  • More Cost Savings: Internet Posting of Proxy Statements and Annual Reports
  • Executive Compensation and "Say-on-Pay" Become the Hot Topics - Along with Related Party
  • Transactions, Corporate Governance Disclosure, and Revised Periodic Reports
    • Executive Compensation
    • Board and Committee Disclosure Changes
    • Director Compensation and Stock Ownership
    • Related Party Transactions
    • Other Changes to Content of Periodic Reports and the Right to Use S-3
  • Audit Committee Duties and Liabilities; Best Practices
  • New Stockholder Nomination Rights for Directors: Should You Use a Staggered Board?
  • PCAOB Initiatives Affecting Public Companies and Their Auditors
  • Summary
  • Questions
  • Citations
• Chapter 7 - Business Tax Issues
  • Learning Objectives
  • Introduction
  • The "Geoffrey Problem," or How Toys "R" Us Raised the Tax Profile of Intellectual Property Holding Companies
  • Series LLCs: Insulated for Liability Purposes and Not for Tax? Or Vice Versa?
  • Tax Shelter Registration, Reporting and List Keeping Requirements Expand to Address Deemed Abusive Shelters; Pending Expansion in Penalties and What to Do in Response
  • What Changes to Circular 230 and Accompanying Regulations Mean to Tax Practitioners
  • Tax Issues for Recoveries by Whistleblowers and Ex-employees
  • Internet Tax Freedom - in Limbo or Jeopardy?
  • The Demise of Family Limited Partnerships - Real or Imagined?
  • The AJCA's New Deductions: QPAI
  • "SUTA" Dumping - Why Corporate Restructuring Is Not the Way to Reduce a Business's Unemployment Taxes
  • Section 409A Final Regulations and What These Mean for Private Company Stock Options
    • What Is Section 409A and Why Is It Important?
    • Application of Section 409A
    • Documentary Compliance versus Operational Compliance
    • What to Do in 2008
    • What About Private Companies - How Do You Know If an Option or SAR Was Granted at Less Than Fair Market Value?
  • Use of Variable Prepaid Forward Contracts to Monetize Large Restricted Stock Positions
  • Nonprofits Abuses, Pending Reforms, and New Rules
  • Summary
  • Questions
  • Citations
• Chapter 8 - Resolving Business Disputes
  • Learning Objectives
  • Introduction
  • The Different Means of Resolving Business Disputes Outside of Court, or ADR
  • Threshold Issues in Arbitration
  • Can Your Business Use an Arbitration Clause to Rid Itself of Class Actions?
  • Employment Disputes and Arbitration Clauses
  • Our Business Sent Around an E-Mail That Announced a New Arbitration Procedure for Resolving Employment Disputes - Is That Binding on the Employees?
  • Accounting Firm and Auditor Engagement Letters - What Not to Do and What Is on the Horizon
  • Other Arbitration Issues
    • Can Our Business Get a Bad Arbitration Award Overturned?
    • People Did Not Sign or Even Read an Arbitration Agreement - Can They Enforce the Arbitration Clause and Is It Still Binding on Them?
    • Can Our Business Use an Arbitration Clause to Eliminate Punitive Damage Awards?
  • Summary
  • Questions
  • Citations
• Chapter 9 - Environmental Protection and Related Issues
  • Learning Objectives
  • Environmental Accounting Gets Ashland, Inc. and the Environmental Remediation Director in Trouble
  • Recent Developments Affecting Select Industries and Countries
  • Summary
  • Questions
  • Citations
• Chapter 10 - Ethics Focus: Business and Industry
  • Ethics Overview
  • Recent Developments
  • Key Ethical Dilemmas
  • Addressing Ethical Dilemmas
  • Available Resources
• Chapter 11 - Latest Developments

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