Merger and acquisition activity has started to rebound from the credit crisis, which inhibited the merger and acquisition market a few years ago. As the volume of deals continues to increase, buyers and sellers, now more than ever, need to carefully allocate risk and the assumption and retention of liabilities when structuring a transaction.

The Social Security Administration (SSA) recently started mailing “no-match letters” which inform employers that the social security number and name of one or more of their employees do not match the SSA’s records. While the letters do not look threatening, no-match letters have formed the basis for multiple criminal investigations by U.S. Immigration and Customs Enforcement (ICE) and prosecutions on charges of harboring or knowingly hiring unauthorized workers. The SSA stopped sending these letters in 2008 (for tax year 2007) in response to litigation surrounding a proposed Department of Homeland Security (DHS) regulation, “Safe Harbor Procedures for Employers Who Receive a No-Match Letter.” DHS later rescinded the proposed regulation.

The Department of Labor and Internal Revenue Service recently announced a joint effort to crack down on businesses that misclassify employees as independent contractors. Historically, these agencies have not shared information or coordinated their enforcement efforts, so this represents a significant change and an increased threat to employers.

Under the Fair Labor Standards Act (FLSA), employers are allowed to pay their tipped employees less than the minimum wage as long as they follow certain rules. A tipped employee is a worker in a position where he or she customarily and normally receives more than $30 a month worth of tips. The difference between the hourly-salary rate paid by the employer and the standard federal minimum wage is what we call a tip credit. In Illinois, for example, where the minimum wage is $8.25, tipped employees can be paid as little as $4.95 per hour if the tip credit rules are followed.

In this extremely competitive, and often unrelenting economy, a well-established trademark can help your business thrive in the marketplace. By simply taking the time to build your brand, you will increase customer loyalty and attract new business.

• Diligently Do Your Due Diligence
• Beware if "No-Match" Letters and Criminal Liability
• Employment Law Alerts
• Building and Protecting Your Brand

Landslide

Business and personal lives move fast, and most of us agree there are just not enough hours in the day to attend to every detail. Checking the monthly bank statement for accuracy seems like the last thing on the list. Failing to do it, though, or assigning the task to an employee (especially one who can write checks) can leave you with little recourse if you are the victim of fraud.

A qualified employee benefit plan (e.g. Pension, Profit Sharing, 401(K) and 403(b) plans), protects the value of an employee’s account because it is exempt from the claims of creditors, including a trustee in bankruptcy. This benefit has also been extended to Individual Retirement Accounts (IRAs), although in bankruptcy, the exemption is limited to $1,000,000. Creditor protection applies to IRAs which hold funds that were “rolled over” from a qualified Pension, Profit Sharing, 401(K) or 403(b) plan. Finally, an IRA in which a spouse is named as a beneficiary is creditor protected since the spouse has the right to roll over the funds into his or her own IRA.

Your business resources are limited, so you always want to make sure you’re getting the most bang for your buck, but sometimes a bargain can actually turn out to cause more problems than it solves. There are many vendors who offer employment counseling services, including advice on tricky legal issues, as a lower cost alternative to calling your employment attorney.

On June 23, 2011, the Internal Revenue Service (IRS) announced an increase in the optional standard mileage rates for the final six months of 2011. Ordinarily, the IRS updates the rates once a year in the fall for the following calendar year. This year, due to fuel prices, the IRS has made a mid-year change. The change will become effective as of July 1, 2011 and will increase the rate for business miles from 51 cents per mile to 55.5 cents per mile. Though the IRS rate is optional and businesses are free to determine their own rate for mileage reimbursement, the IRS rate is often used by employers as a benchmark for reimbursement to their employees for mileage on work-related trips.

In a recent press release, the U.S. Department of Labor announced the launch of an iPhone application that allows employees to track regular hours worked, breaks and overtime. The app also provides easy links to web pages provided by the Department of Labor for information such as a glossary of terms, contact information and other materials about wage laws.

Online communication has exploded beyond emails and text messages to mass participation in social media outlets like Facebook, Twitter, and more. If you don’t believe your employees are using social media both at work and about work, you are wrong. Though the law has been slow to catch up with the changes in technology at the modern workplace, there are some general rules employers can follow in order to minimize risks based on employees’ use of social media. Golan and Christie’s employment attorneys, Margaret Gisch and Laura Balson, are offering this special seminar to educate you about how to apply these rules to your business, whether you are a novice or an expert at social media yourself.

• Examine Your Bank Statements Promptly
• Appellate Decision Supports Creditor Protection For Ira’s
• Employment Law Alerts
• Social Media And Your Employees: What You Don’t Know Can Hurt You

Did you know that “zipper” was once a registered trademark? In fact, the original product was generically known as a “hookless slide fastener” until B.F. Goodrich coined the catchy “Zipper” brand name.

Business disputes are a common (if unwelcome) part of operating any commercial enterprise and sometimes parties end up in court. Even if you believe a lawsuit is completely frivolous, attempting to ignore a legal proceeding is never a good idea. Once a judgment is entered, the creditor has a number of tools at its disposal to attempt collection. The most common is the Citation to Discover Assets and its cousin, the Third Party Citation. Served upon the Judgment Debtor – either by serving an officer of the company or by serving its Registered Agent – a Citation carries the full force of law.

On March 22, 2011, the U.S. Supreme Court issued its decision that an employee who makes an oral complaint, rather than a written one, is still protected by the anti-retaliation provisions of the Fair Labor Standards Act (FLSA). The case, Kasten v. Saint-Gobain Performance Plastics Corp., involved an employee who verbally complained to his employer about the placement of the time-clock used by employees, claiming that the location prevented workers from receiving credit for the time they spent donning and doffing work-related protective gear. The employee also claimed that his subsequent termination was retaliatory and that the real reason the company fired him was because he told his supervisor and a member of the company’s human resources department that he thought the placement of the time-clock was illegal and that he was considering bringing a lawsuit about it.

More than two years ago, Congress passed the ADA Amendments Act (ADAAA), which went into effect on January 1, 2009. In March 2011, the Equal Employment Opportunity Commission (EEOC) issued regulations interpreting the ADAAA’s requirements. As we discussed in the Fall 2008 issue of Golan & Christie’s newsletter, the ADAAA was a significant change from the ADA in two major respects: 1) in order to determine whether a person’s impairment qualifies as a disability, an inquiry must be made without regard to any “mitigating measures” that the person takes to correct their impairment. For example, a person with a seizure disorder who is able to control his condition with the help of medication may still be considered disabled if he would meet the test for disability without medication; and 2) where a person brings a claim based on being “regarded as” disabled and some prohibited action was taken against him as a result, it will not be a defense to say that the actual or perceived impairment does not qualify as a disability.

• Don't Let Your Registered Trademark Go Unprotected
• Golan & Christie Is Pleased To Welcome A New Attorney To The Firm
• Failing To Respond To A Court Citation Or Summons Can Land You In Jail
• Employment Law Alerts

No business can completely avoid litigation – it’s simply a cost of doing business – but there are easy steps that can help control costs of future litigation. By investing a small amount of time and money now, you can improve your business practices and curb future litigation costs at the same time:

Illinois has recently joined a growing number of states which allow same-sex couples (and opposite-sex couples who have elected not to become married), to have the same rights and obligations as couples who are married, by entering into a Civil Union.

The new healthcare law now requires health insurance plans to cover employees’ children until the age of 26. This requirement applies to all health insurance plans renewing on or after September 23, 2010. If your health insurance plan renewed on January 1, 2011, this includes you. Eligible children of employees are enrolled retroactively to the first day of plan coverage..

A Union employee posted a negative comment about her supervisor on her own Facebook page, using her own home computer to do so. Co-workers responded to the comment supportively, which led to further negative comments from the employee herself. When the company learned of the comments, it fired the employee, stating that the postings violated the company’s internet policies. The National Labor Relations Board (NLRB) investigated the incident, and, in a groundbreaking move, determined that the Facebook postings were “concerted activity,” protected by federal law. The National Labor Relations Act, enforced by the NLRB, restricts employers’ attempts to interfere when employees work together to improve the terms and conditions of their workplace, and the NLRB argued that restricting an employee’s personal use of Facebook and the Internet to communicate with co-workers outside of work was a violation of the law. The NLRB announced on February 7, 2011 that it had reached a voluntary settlement with the employer, prior to a hearing on the complaint.

In a decision issued on February 8, 2011, the U.S. Court of Appeals for the 7th Circuit (which covers Illinois, Wisconsin and Indiana) upheld a jury’s verdict holding an employer liable for race discrimination for terminating an employee based on the recommendations of the employee’s manager who, unbeknownst to the employer, harbored racial bias against the employee.

New questions are appearing this year on the annual reporting form to the Internal Revenue Service, Form 990 (Return of Organization Exempt From Income Tax). For the first time, the IRS is asking that each tax-exempt organization disclose whether or not that organization has each of the following