Recent Mike Cowie Articles

FAST Act Expedites Capital Raising by Small Caps

New legislation, the “FAST Act”1, signed into law by President Obama on December 4, 2015 takes several steps in the right direction toward simplifying capital raising by small companies, easing the transfer of restricted securities among investors and increasing the liquidity of private companies’ securities. The SEC adopted rules implementing FAST Act Provisions on January… Read more »

Software Copyright Owners, Make Your License Agreements, Exclusive Distribution Rights Explicit, and Keep Copies!

When a person accused of infringing a software copyright raises a “first sale defense” (which allows the lawful owner of copies of copyrighted material to sell the copies without the copyright owner’s permission (17 U.S.C. § 109(a)) and produces sales invoices, then to defeat the defense the copyright owner must produce the specific license agreement under… Read more »

New California CFRA Provisions Increase Franchisee Protections, Franchisor Risk

In response to perceived overreaching and abuse by franchisors, the California legislature amended the Franchise Relations Act (CFRA) strengthen franchisees’ rights regarding terminations, non-renewals, and franchise transfers. The changes are effective January 1, 2016. Termination Rights Franchisors retain the right to terminate franchisees without providing a right to “cure”, for reasons such as the abandonment… Read more »

Supreme Court Declines To Hear Landmark Insider Trading Ruling Limiting Remote Tippee Liablity; Will Hear Conflicting Case Imposing Liability

In United States v. Newman1 the Second Circuit raised the bar virtually beyond reach, for all practical purposes, for proving remote tippee criminal liability in connection with tips of “inside” (material, non-public) information by corporate insiders, and others with a fiduciary duty to the source of the information. Under Newman, the prosecution must now show that: (i) the… Read more »

Full Disclosure vs. Right to Privacy

Public Companies Not Required to Disclose Political Contributions Silberstein vs U.S. Securities and Exchange Commission, U.S. Dist. Ct., DC, No. 15-00722, Jan. 4, 2016 A federal judge has dismissed a lawsuit against the SEC which argued that the Commission violated the Administrative Procedure Act by not responding to plaintiff Campaign for Accountability’s petition that the SEC  require public companies… Read more »

Franchisors Risk Liability as “Joint Employer” Under NLRB Decision

Browning-Ferris Industries of California, Inc. 362 NLRB No. 186 (Aug. 27, 2015) As one commentator noted, the most important franchise case of 2015, Browning Ferris,” isn’t a franchise case”.  By a 3-2 vote, the U.S. National Labor Relations Board (NLRB) overturned 30 years’ of precedent in adopting a new, broader, more lax definition of “joint employer”. According to… Read more »

“Offensive” Trademarks Allowed – for Now…

The First Amendment bars the federal government from rejecting a trademark that some people may find offensive, the U.S. Court of Appeals for the Federal Circuit ruled on Tuesday, overturning a 70-year-old provision of federal law.  In In re Tam, by a 9-3 vote, the court struck down a provision of the 1946 Lanham Act… Read more »