News and Articles

Nevada’s New Fiduciary Rule

Concerned about the potential repeal of the DOL Fiduciary Rule under the Trump Administration, on June 2, 2017, Nevada Governor Brian Sandoval signed into law Nevada Senate Bill 383... SB 383 removes the exclusion for broker-dealers and registered representatives from the definition of "Financial Planner" in Nevada and imposes fiduciary obligations on all financial service professionals, broker and advisor. ...read more

Oregon’s “Ban-the-Box” Statute

Oregon House Bill 3025 was signed into law on June 26, 2015 and Oregon became one of 23 states in the United States to enact “ban-the-box” laws restricting employers from inquiring about an applicant’s criminal background during the initial stages of the application process. (“Ban-the-box” refers to the box on employment applications where an applicant indicates whether they have a criminal history.) ...read more

Oregon Non-Compete Agreements Not Longer Than 18 Months

Non-Compete Agreements Not Longer Than 18 Months in Oregon Attorney: Ryan Probstfeld The Oregon legislature recently passed House Bill 3236 and amended ORS 653.295 which governs non-competition agreements in Oregon.  Effective January 1, 2016, new non-competition agreements entered into on or after that date may not contain a term longer than eighteen (18) months from ...read more » ...read more

Oregon State Paid Sick Leave Law

  Oregon State Paid Sick Leave Law Attorney: Ryan Probstfeld The Oregon legislature recently passed Senate Bill 454 and became one of four states in the United State to required paid sick leave for eligible employees from most of Oregon’s employers.  Effective January 1, 2016, employees accrue one hour of sick leave for each 30 ...read more » ...read more

Oregon Redefines Certificates of Merit for A&E Claims

It has become a little harder to sue design professionals in the State of Oregon, and rightfully so. Prior to January, 2016, ORS 31.300(2)(a) required plaintiffs to submit a certificate of merit, signed by a certifying design professional, indicating that the defendant design professional “failed to meet the standard of professional care applicable to the construction design professional in the circumstances alleged.” The purpose of such certificates of merit is to prevent frivolous lawsuits against design professionals. ...read more

California Statutes of Limitations and the Discovery Rule

Statutes of limitations are an integral component of the legal system enacted as a matter of public policy and designed “to give defendants reasonable repose, that is, to protect parties from defending stale claims [and] to require plaintiffs to diligently pursue their claims.”[1] To effectuate such policy considerations, statutes of limitations serve as a deadline for filing a lawsuit affecting the procedural and substantive rights of the parties. ...read more

When FINRA Members May Be Compelled to Arbitrate

The federal Second Circuit Court of Appeals has recently issued a decision, Citigroup Global Markets, Inc. v. Abbar, --- F.3d ---, 2014 WL 3765867 (Aug. 1, 2014) clarifying who may demand arbitration with FINRA members despite the absence of an arbitration agreement. The Abbar decision concerns the scope of FINRA Rule 12200 (formerly NASD Rule 10101, which is substantively identical), which sets forth when a member or associated person must arbitrate under the Code. ...read more

Exploration of Due Diligence Duties

The adequacy of broker-dealers’ due diligence investigations of products approved for distribution often arises in civil and regulatory actions. Yet there is no civil statute or regulation that provides the basis for a civil action grounded in failure to perform adequate due diligence. The term “due diligence” appears in the Securities Act of 1933 and Securities Exchange Act of 1934 only as a defense available to underwriters participating in a registered securities offering. Recent authority has in fact clarified that an investor cannot advance an independent claim for his or her broker’s alleged negligent due diligence, and there is no legal duty for a broker-dealer to independently verify every representation contained in an offering document. Nonetheless, performing adequate due diligence is necessary for various reasons as discussed herein. ...read more

California Court of Appeal Affirms Selling Away Defense

Disgruntled investors who have lost money frequently take a kitchen sink approach to liability, naming any and all investment professionals and firms who were even tangentially involved. Although the precise formulation can vary from case to case, there are some recurring themes. One of the most common themes is the allegation that broker-dealers and other financial services firms reap profits from investors, so the industry should bear the burden of making good on investors’ losses. One obvious problem with this proposition is that in circumstances where the firm has no relationship with the transaction, and there is no legal duty, the industry is made to be an insurer against investor loss. ...read more

“Bad Actor” Disqualification from Regulation D Exemptions

On September 23, 2013, an amendment to Rule 506 of Regulation D, concerning exemption from registration requirements for private placement offerings, went into effect. Colloquially referred to as the “bad actor” rule, the amendment potentially eliminates the private placement safe harbor if any “covered person” associated with the offering has been involved in a “disqualifying event.” Importantly, the scope of possible disqualifications are potentially much broader than what might appear at first glance and could have major implications for broker-dealers, issuers and financial professionals involved in the sale of private placements. ...read more