Client Alerts

2019 brought with it numerous efforts to limit, restrict or outright ban the use of non-compete agreements. Those efforts occurred at both the state and federal level and some state actions were successful. But 2019 also brought with it a renewed effort at the federal level for change in the non-compete arena.

This is the second part of our discussion of issues arising in cross-border acquisitions, both inbound and outbound. 

In Michigan, the economic-loss doctrine bars tort remedies for nonperforming goods where the injury consists of damage to the goods themselves and any related property damage resulting from the nonperforming goods.

The California Consumer Privacy Act (“CCPA” or the “Act”) became effective with the New Year.  While this may catch many off-guard, the good news is that due to some regulatory uncertainty, the California Attorney General has stated that official enforcement actions under the CCPA will not begin until July 1, 2020, four months after the finalized regulations are released on March 1, 2020. This does not mean, however, that companies can expect a free ride until then.

In a much-heralded ceremony on January 15, top delegates from China and the US, signed what was referred to as a Phase I trade deal between China and the US which hopefully will put a partial end to some of the contentious issues that have disrupted import supply chains and roiled the stock market.

Under the SECURE Act, which was signed into law in December 2019, important changes have been made to the required minimum distributions rules applicable to retirement accounts inherited from the original owner of the retirement account (the “account owner”). 

A recent decision by the United States District Court for the Middle District of Florida serves as yet another cautionary tale to employers seeking to hold former employees to the terms of their non-compete and non-solicitation agreements.

In an effort to assist employees in union organizing, in 2014 the National Labor Relations Board adopted what are commonly known as the “Quickie Election Rules”.  These rules moved election petitions forward at a greatly accelerated pace and focused on conducting a representation election within 21 days after a petition was first filed.

The saga involving the allocation of spectrum for connected cars by the Federal Communications Commission is a long and twisting one. 

The merger and acquisition market has been robust for quite a while. Many deals have a cross-border element, either because a non-U.S. purchaser is acquiring a U.S. target (an inbound deal) or a U.S. purchaser is acquiring a non-U.S. target (an outbound deal). Although purely domestic transactions have many common issues with cross-border deals, the latter also present considerations not present in domestic deals.

On December 19, 2019, the United States Department of Health & Human Services (“HHS”) and Department of Education (“DoE”) issued an updated Joint Guidance on the Application of the Family Educational Rights and Privacy Act (FERPA) And the Health Insurance Portability and Accountability Act of 1996 (HIPAA) To Student Health Records (“Guidance”). This updated Guidance replaced the original version, issued in November 2008, to address additional privacy concerns pertaining to Student Health Records.

On December 20, 2019, the President signed into law numerous changes to key Internal Revenue Code (“Code”) and Employee Retirement Income Security Act of 1974 (“ERISA”) provisions concerning retirement plans. 

In addition to the AKS changes, also proposed are changes to the Stark Law regulations and to the degree they overlap, they have been coordinated and are largely consistent. The focus has recognized that since the original Stark Law was passed there have been significant changes in health care delivery to encourage coordination of care and a further recognition that aspects of the Stark Law and its regulations may impede the efforts at coordination of care.

On Thursday, December 12, 2019, the National Labor Relations Board issued a ruling granting McDonald’s Corp. a major victory in a multi-year battle regarding the franchisor’s alleged responsibility as a “joint employer” with its franchisees.

In a tweet issued on Thursday, December 12, 2019, President Trump announced an agreement with China on certain outstanding trade issues that will result in cancellation of another proposed tariff increase scheduled for December 15 – this increase would have added $160 billion in new tariffs mostly on consumer goods.

House Democrats and the White House announced an agreement on a revised version of the United States Mexico Canada Agreement (“USMCA”). The USMCA was originally signed on November 30, 2018, by the three countries. Since then, House Democrats and the White House have bargained for more than a year to address concerns relating to labor enforcement, environmental standards, and pharmaceutical protections stemming from the original version of the USMCA.

On October 9, 2019, the Federal Department of Health and Human Services (“HHS”) issued two separate Proposed Rules under the Regulatory Sprint to Coordinated Care ("RSCC"), an initiative first announced in April 2018 and led by Deputy Secretary Hargan, in an effort to overhaul the regulatory burdens imposed upon healthcare providers and beneficiaries while maintaining strong safeguards to protect patients and federal healthcare programs from fraud and abuse. Public comments to both Proposed Rules are due no later than December 31, 2019. 

On May 15, 2019, President Trump issued a new Executive Order widely reported as being targeted against Huawei to keep it from doing business in the United States. 

When any court is asked to grant a temporary restraining order or preliminary injunction against a defendant—whether based on a non-compete, based on trade secret misappropriation, or any other basis—the court weighs and evaluates several factors. 

Expected to be one of the largest recreational/adult-use markets in the US, on December 1st, Michigan began recreational marijuana sales. Adults over the age of 21 who present a valid driver’s license or valid state ID are now able to purchase recreational marijuana in Michigan.