Insights

April

• 4/7/2015
  Client Alert: Publication of Customer Complaints and Reputation Risk
  Despite serious concerns by the industry, as announced on March 19, the Consumer Financial Protection Bureau (CFPB) has opted to publish “personal narratives” in conjunction with complaints against banking institutions. The CFPB website will carry unverified, unsubstantiated and uninvestigated narratives, in the words of the customer, describing their purported issues with a named institution.
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• 4/3/2015
  Securities Alert: SEC Amends Regulation A Exemption to apply to Offerings of up to $50 Million of Securities Annually
  On March 25, 2015, the Securities and Exchange Commission (SEC) adopted amendments to Regulation A, which provides an exemption from the registration requirements of the Securities Act of 1933 (Securities Act) for smaller securities offerings by private (non-SEC reporting) companies.
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• 4/3/2015
  Oil and Gas Alert: U.S. District Court Certifies Question to Supreme Court of Ohio Relating to Deduction of Post-Production Costs
  The U.S. District Court for the Northern District of Ohio recently certified an important question of law concerning the deduction of post-production costs to the Supreme Court of Ohio: Does Ohio follow the “at the well” rule (which permits the deduction of post-production costs) or does it follow some version of the “marketable product” rule (which limits the deduction of post-production costs under certain circumstances)?
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• April 2015
  Labor and Employment Alert: SEC Takes Aim at Employee Confidentiality Agreements
  The National Labor Relations Board has determined that confidentiality statements used in internal investigations are unlawful. Now, the Securities and Exchange Commission (SEC) has weighed in on employee confidentiality agreements.
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• 4/1/2015
  Oil and Gas Alert: OSHA: More Scrutiny and More Penalties Possible for the Oil and Gas Industry
  On March 18, 2015, the Occupational Safety and Health Administration (OSHA) announced that those engaged in crude petroleum and natural gas extraction, drilling, and related support activities are engaged in “high hazard” activities and will be subject to OSHA’s Severe Violator Enforcement Program. The program has been in effect since 2010, when it replaced the prior Enhanced Enforcement Program. When the program started, OSHA placed its national emphasis on the “high-hazard” industries that involved fall hazards and hazards from amputations; combustible dust, crystalline silica; excavation and/or trenching; lead; and shipbreaking. This announcement is an expansion of the program’s “high hazard” activities. This is important for the oil and gas industry because OSHA concentrates the majority of its resources to inspecting employers from “high-hazard” industries.
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March

• 3/30/2015
  Labor and Employment Alert: Virginia Limits Employer Access to Employee Social Media Accounts
  Underscoring a national trend, Virginia joined 18 states (Arkansas, California, Colorado, Illinois, Louisiana, Maryland, Michigan, Nevada, New Hampshire, New Jersey, New Mexico, Oklahoma, Oregon, Rhode Island, Tennessee, Utah, Washington, and Wisconsin) limiting employer access to the social media accounts of job applicants and employees.
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• 3/27/2015
  Labor and Employment Alert: The Supreme Court, Pregnancy Accommodation and Unfinished Business
  On March 25, 2015, the Supreme Court announced its long-awaited decision in Young v. United Parcel Service regarding the scope of required accommodations under the Pregnancy Discrimination Act (PDA). The case involves a former driver for UPS who claimed that UPS violated the PDA by not offering her light duty when she was pregnant and subject to a 20-pound lifting restriction, despite accommodating nonpregnant drivers with the same lifting restriction.
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• 3/26/2015
  Client Alert: Ohio Supreme Court Decides Ohio EPA TMDLs Must be Promulgated As Rules
  On March 24, 2015, the Ohio Supreme Court decided the Fairfield County v. Nally (former Ohio EPA Director) case. This was a challenge brought by Fairfield County to a Clean Water Act (CWA) National Pollutant Discharge Elimination System (NPDES) permit limit, which was based on a total maximum daily load (TMDL) report prepared by Ohio EPA to limit phosphorus discharges from the county’s wastewater treatment plant.
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• 3/25/2015
  Labor and Employment Alert: The NLRB’s Employee Handbook Policy Guidance — It’s Not Just For Union Workplaces
  On March 18, 2015, the National Labor Relations Board (NLRB) general counsel released a report addressing “problematic” employee handbook provisions that could be “reasonably construed” as having a chilling effect on employees’ Section 7 activity under the National Labor Relations Act (basically, the right to engage in “concerted activities” for collective bargaining or “other mutual aid and protection”).
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• Spring 2015
  • Jennifer Bibart Dunsizer
  • Elizabeth Howard
  2015 Compensation Update
  As 2015 gets under way, bank compensation committees are tasked with setting the bank’s executive compensation strategy for the year and effectively communicating that compensation structure to shareholders. Compensation committees need to strike a balance between a compensation program that attracts and retains employees and encourages those employees to take appropriate business risks while advancing the bank’s growth strategies and discouraging inappropriate risks.
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• Spring 2015
  New Liquidity Opportunities — and New Burdens — for your Over-the-Counter Stock
  Maybe at one time your company was reporting to the Securities and Exchange Commission (SEC) and your company’s stock was listed on The NASDAQ Stock Market (NASDAQ). You were relieved when the Jumpstart Our Business Startups Act allowed you to terminate your SEC registration, even though it meant that your stock could no longer be listed on NASDAQ.
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• Spring 2015
  • Anthony D. Weis
  You Went Dark. Now What?
  During the past three years, a significant number of community banks and their holding companies (collectively, banks) throughout the United States elected to “go dark” by taking advantage of a provision in The Jumpstart Our Business Startups Act (JOBS Act). These banks were able to suspend their reporting obligations under Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act) and deregister with the Securities and Exchange Commission (SEC) because they had fewer than 1,200 shareholders of record.
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• 3/23/2015
  • Jeffery E. Smith
  Enhanced Opportunities for Community Banks: The Federal Reserve’s Proposal to Raise the Threshold for Qualifying as a “Small” Holding Company from $500 million to $1 billion in Consolidated Assets
  In December 2014, Congress modified portions of Dodd-Frank to provide additional opportunities to reduce the regulatory burden on community banks. In response to this legislation, on January 29, 2015 the Federal Reserve Board (FRB) requested comment on several related proposals (and an interim rule) focused primarily on increasing the number of holding companies eligible for the reduced reporting and other requirements under the “small” holding company exclusion.
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• 3/20/2015
  How to Remove False, Defamatory Reviews from My3Cents.com
  No company today is immune from negative reviews on websites such as My3Cents.com. In fact, My3Cents.com has received an aggregate 2.2 star rating (out of 5) on its own website.
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• 3/18/2015
  Not All That Is Public Should Be Publicized
  Adam Sherman, a partner in the Vorys Cincinnati office and a member of the litigation group, authored an article for Law360 titled “Not All That Is Public Should Be Publicized.”
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• 3/17/2015
  • Victor J. Ferguson
  • David A. Groenke
  • Emily S. Pan
  • Michael G. Schwartz
  • David A. Swift
  • Mark E. Vannatta
  • Suzanne R. Galyardt
  Non-Tax Reasons For Using Trusts
  For decades, estate planners have been using trusts to help their clients save estate taxes.
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• 3/16/2015
  Labor and Employment Alert: Reporting Eligibility for and Enrollment in Health Coverage
  The IRS will need detailed information from employers to enforce three Affordable Care Act (ACA) tax provisions. The IRS must determine whether: (1) an employer owes a pay or play penalty for failing to offer affordable, minimum value health coverage to its full-time employees; (2) employees and/or their family members are entitled to tax credits (subsidies) for the purchase of health insurance in the public exchanges; and (3) employees and/or their family members owe penalties for failing to maintain health coverage.
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• 3/16/2015
  Client Alert: CFPB Attacks Pre-Dispute Arbitration Clauses
  The Consumer Financial Protection Bureau (CFPB) released a study on March 10, 2015 that concludes that pre-dispute arbitration agreements restrict a consumers’ relief. This study is the latest step in the CFPB’s analysis of lenders’ arbitration practices and is widely regarded as a precursor to new regulations.
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• 3/13/2015
  Client Alert: Upholding a DOL Rule that Mortgage Loan Originators do not Qualify for the Administrative Exemption, a Unanimous Supreme Court Defers to Federal Agencies When Amending and Repealing Interpretative Rules
  In Perez v. Mortgage Bankers Association, the Supreme Court unanimously held that federal agencies do not have to engage in formal notice-and-comment rulemaking when changing their interpretative rules (even when, as in the case before the Court, those changes are significant).
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• 3/12/2015
  Labor and Employment Alert: Unanimous Supreme Court Defers to Federal Agencies When Amending and Repealing Interpretative Rules (For Now)
  In Perez v. Mortgage Bankers Association, the Supreme Court unanimously held that federal agencies do not have to engage in formal notice-and-comment rulemaking when changing their interpretative rules (even when, as in the case before the Court, those changes are significant).
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