Member Articles

Things To Think About This Proxy Season Prior to Drafting Update director and officer questionnaires, including “independence” criteria for directors Most public companies follow the “best practice” of having all directors and executive officers complete a standard form of questionnaire each year to verify the accuracy of information about the person that is reported in the 10-K Report and proxy statement ...

In its 1993 decision in U.S. v. Rohm & Haas, the Third Circuit held that EPA could not recover CERCLA oversight costs for supervising a private party removal action. The Court reasoned that the U.S. Supreme Court’s decision in National Cable Television Ass’n, Inc. v. U.S. barred recovery of such costs “unless the statutory language clearly and explicitly requires that result ...

On February 28, 2006, Michigan enacted water management legislation giving the State greater control over large quantity water withdrawals. The laws create for the first time a waterextraction permit system and user fees for largescale withdrawals from inland and Great Lakes water sources. They also impose special requirements on water bottlers ...

Under the Consolidated Omnibus Budget Reconciliation Act (COBRA), employers who provide group health plans and have 20 or more employees must offer continuation coverage to “qualified beneficiaries” who have lost health coverage as a result of certain qualifying events. This article addresses a number of common COBRA-related issues ...

On September 30, 2004, the MDEQ Remediation and Redevelopment Division (“RRD”) issued Operational Memorandum No. 5 (“Op. Memo No. 5”) related to groundwater surface water interface (“GSI”) criteria and their application under NREPA Part 201 (Michigan Contaminated Sites), Superfund, and Part 213 (Michigan Leaking UST Sites). Op. Memo No. 5 replaces the previously issued Op. Memo No. 17 (September 8, 1998) related to GSI criteria ...

The Sarbanes-Oxley Act of 2002 (“SOA”) raised the bar with regard to, among other things, corporate governance, internal controls and executive responsibility. While SOA’s provisions apply primarily to public companies, private companies should become familiar with SOA for two reasons: First, portions of SOA do, in fact, apply to private companies – such as whistleblower protection and document retention provisions ...

The decision to terminate an employee carries with it the risk of a possible legal challenge. Depending upon an employer’s policies or whether an employee has an employment contract, an employee may, for example, have a breach of contract or “wrongful discharge” claim. An “at-will” employer - that is, an employer who reserves the right to terminate employees without cause - generally does not need to worry about such claims ...

In late October, the IRS released a revised version of its 1023 Form. The new Form requires extensive new disclosures by organizations that seek recognition of tax-exempt status as charities under Section 501(c)(3) of the Internal Revenue Code. Many of the questions added to the exemption application are likely to be included in revised Form 990 information returns scheduled to be released later this year ...