Author: mskllp

Since 1908, Mitchell Silberberg & Knupp LLP (MSK) has proven its ability to understand the complex, demystify the mysterious, and define the unknown. With more than 130 lawyers and offices in Los Angeles, New York, and Washington D.C., MSK is often distinguished as a “go-to” firm by industry and legal insiders, and has extensive experience in a variety of practice areas, including Entertainment & IP Litigation, Labor & Employment, Motion Picture, Television & Music Transactions, Immigration, Corporate Securities, Regulatory, Tax, Trusts & Estates, Real Estate and International Trade. Relentlessly innovative, our lawyers have developed groundbreaking legislation, established influential precedents, and shaped the legal landscape. For more information, visit www.msk.com.

Expansion of California Parental Leave Rights

Governor Signs Bill Expanding Parental Leave Rights for Employees of Small Businesses

By Mark Wasserman and Mazen Khatib

Governor Jerry Brown has signed the New Parent Leave Act (“PLA”), extending baby-bonding leave with job protection rights and continuation of pre-existing health insurance to a broad segment of California employees. Employers with twenty (20) or more employees within 75 miles of a qualified employee’s worksite must provide “12 weeks of [unpaid] parental leave to bond with a new child within one year of the child’s birth, adoption, or foster care placement.” A qualified employee is one with twelve (12) months of service to the employer and 1,250 hours worked in the previous year. This leave is unpaid but the employee is entitled to use any accrued vacation pay, sick pay or other paid time off during the period of parental leave. Moreover, during the protected period of the leave, the employer must continue its payments for employee health coverage under a group health plan.  The law goes into effect on January 1, 2018.

This law does not change anything for businesses with 50 or more employees as they were already required to provide such baby-bonding leave under the California Family Rights Act (CFRA) and the federal Family and Medical Leave Act (FMLA). This law also does not apply to California employers that employ fewer than twenty employees. PLA is estimated to impact 16 percent of California’s labor force. (more…)

IRS Announces Key Estate and Gift Tax Exemptions for 2018

By Jeffrey K. Eisen

On October 19, IRS issued Revenue Procedure 2017-58, announcing inflation adjustments for 2018 for dozens of important figures across the Internal Revenue Code, including the following two key numbers regarding the estate tax, gift tax and generation-skipping transfer (GST) tax:

1.       Gift Tax Annual Exclusion Increases to $15,000. For gifts made in 2018, the gift tax annual exclusion will be $15,000.  This is the amount an individual can give to as many donees as desired in one year without using any of the donor’s estate and gift tax exemption.  The best way to think about this is that a person can stand on the street corner and give $15,000 to every person who passes by, and the donor will not use any of his or her estate and gift tax exemption.

This also means that a married couple can give each donee up to $30,000 in 2018 without using either spouse’s estate and gift tax exemption amount.

The annual exclusion had been stuck at $14,000 since 2013.  Even though the annual exclusion is indexed for inflation, under the Congressional version of rounding (not the one you learned in elementary school), the annual exclusion does not get rounded up to the nearest $1,000, it only gets rounded down.  Thus, the inflation adjustment must actually push the annual exclusion past the next $1,000, which explains how it can take five years for the annual exclusion to increase. (more…)

Modernizing and Simplifying Disclosure with the FAST Act Mandate

Low angle side view of carBy Blake Baron

Under the FAST Act mandate, the U.S. Securities and Exchange Commission (SEC) voted on October 11, 2017 to propose amendments to Regulation S-K and related rules and forms aimed at modernizing and simplifying the current disclosure requirements for investment companies, public companies, and investment advisers.

What are the Proposed Amendments?

If adopted, the amendments would:

  • Revise rules or forms to update, streamline or otherwise improve the Commission’s disclosure framework by eliminating the risk factor examples listed in the disclosure requirement and revising the description of property requirement to emphasize the materiality threshold;
  • Update rules to account for developments since their adoption or last amendment by eliminating certain requirements for undertakings in registration statements;
  • Simplify disclosure or the disclosure process, including proposed changes to exhibit filing requirements and the related process for confidential treatment requests and changes to Management’s Discussion and Analysis that would allow for flexibility in discussing historical periods; and
  • Incorporate technology to improve access to information by requiring data tagging for items on the cover page of certain filings and the use of hyperlinks for information that is incorporated by reference and available on EDGAR.

(more…)

California “Bans the Box”: Pre-Offer Criminal Inquiries Generally Outlawed in the State

Gavel, scales of justice and law booksBy Anthony Amendola and Justine Lazarus

On October 14, 2017, California Governor Jerry Brown signed Assembly Bill 1008  a “Ban the Box” law that significantly restricts an employer’s ability to seek or obtain information about a job applicant’s criminal history.  The California law is similar to laws that have been adopted in other jurisdictions, including New York City and the City of Los Angeles. California’s new law amends the California Fair Employment and Housing Act (“FEHA”), adding a new section, Government Code Section 12952, which prohibits all California employers with five or more employees from: (more…)

California Bans Salary History Inquiries for Job Applicants

Financial chart on chalkboardBy Anthony Amendola and Justine Lazarus

On October 12, 2017, California Governor Jerry Brown signed a significant piece of employment legislation that prohibits California employers from asking job applicants about their salary histories.  The new law will take effect on January 1, 2018.

Assembly Bill 168, which adds section 432.3 to the California Labor Code, is intended to promote equal pay, particularly between men and women.  It prohibits all California employers (including state and local government employers and the state Legislature) from

  • Seeking from job applicants, whether “orally or in writing, personally or through an agent,” salary history information (including both pay and benefits); and
  • Relying on salary history as a factor in determining whether to offer employment to an applicant or what salary to offer an applicant.

(more…)

SEC Cyber Unit & Task Force

Security.By Melanie Figueroa

With increased attention to how securities laws may apply to digital token sales and the disruptive nature of increased cyber threats to the investor community, the Securities Exchange Commission (“SEC”) last week announced two new initiatives.  The SEC’s press release, found here, outlined the creation of the Cyber Unit (“Unit”) and the Retail Strategy Task Force (“RSTF”).

According to the press release the Unit will focus the Enforcement Division’s substantial cyber-related expertise on targeting cyber-related misconduct, including: (more…)

Tips for Traveling with Electronic Devices

Woman using her mobile phone , city skyline night light backgroundBy Susan Kohn Ross

In the September 18, 2017 Federal Register notice (see 82 FR 43556) , U.S. Citizenship and Immigration made clear it will now routinely require those applying to enter the U.S. to provide social media handles. As such, the obvious starting point for these tips must be a reminder that Customs and Border Protection (“CBP”) officers may require arriving travelers to provide the unlock code to their electronic devices and user names/passwords to gain access to programs, including social media accounts, so make sure all your programs are closed when you cross the border! The contents on your devices can be examined, and that is true whether or not you are a U.S. citizen, and regardless of your profession. If you are selected for such an inspection, you can expect this two page summary may be handed to you.

The national security concerns of protecting the homeland allow CBP officers to inspect passengers and their belongings without meeting the Fourth Amendment protections against unreasonable search and seizure.  A CBP officer is not required to articulate why he or she directs you to secondary or why you or a particular device is of interest. (more…)

The White House Framework for Tax Legislation

White HouseBy David Wheeler Newman

On September 27, the White House released a document called the “Unified Framework for Fixing Our Broken Tax Code,” containing an outline prepared by the administration plus the senior Republican members of the tax-writing committees of Congress. The Framework is far less detailed than previous proposals for structural tax reform, but is instead described as a “template” which the authors intend for Congress to use to prepare actual legislation. This template calls for new tax rates for individuals and businesses and would create a territorial international tax system.  Some key headlines:

Estate Tax.  The Framework calls for a repeal of the estate tax.  In announcing the tax plan, the President said that repeal would overwhelmingly help farmers and small business owners.  However, most farm families are not actually affected by the estate tax, which only applies to estates valued at over $5.49 million.  The nonpartisan Tax Policy Center projects that estate tax of $19.95 billion will arise from Americans dying in 2017, of which about $30 million, or 00.15%, will be paid by the estates of farmers and small business owners.

The Framework would also repeal the generation skipping transfer tax. The proposal is silent on the gift tax. (more…)

Green Card Lottery

Social Security card and permanent resident on USA flagBy Jaclyn Granet

The Fiscal Year (FY) 2019 Diversity Lottery registration opens on October 3, 2017 and will remain open until November 7, 2018.

WHAT IS IT?

The Diversity Lottery makes available 50,000 immigrant visas (green cards) through random selection. The immigrant visas made available are for individuals from countries with historically low immigration rates. According to the State Department, the diversity visas (DVs) are “distributed among six geographic regions and no single country may receive more than seven percent of the available DVs in any one year.”

WHO IS ELIGIBLE?

Applicants from the eligible countries must submit an application during the entry period and must have: (more…)

Walking the North Korean Tightrope

Sanctions against North Korea. ConceptBy Susan Kohn Ross

On September 21, 2017, President Trump issued an Executive Order (yet to be numbered) (“EO”) imposing additional sanctions on North Korea. It took effect the next day. The general press has quoted Treasury Secretary Mnuchin as stating: “Foreign financial institutions are now on notice that going forward they can choose to do business with the United States or North Korea, but not both.” These latest changes raise the specter for even more caution on the part of companies conducting international business. The question every CFO at every company should ask is – is our due diligence program as good as it needs to be? If not, your funds could get seized and dealing with the Dept. of Justice in these types of cases can be quite challenging.   The government often has information the private sector does not possess and, if your due diligence program is not deemed sufficient, you stand little chance of getting those funds released. Given the current climate, you can bet getting funds released related to the North Korea sanctions is going to be even more difficult!

The new Executive Order is broadly worded to include any person who is determined: (more…)