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America Invents Act

October 1, 2011

The most significant revamping of United States patent law in the last 50 years was enacted on September 16, 2011, with President Obama’s signature of the America Invents Act. The Act, which will be implemented over the next 18 months, changes the procedures for obtaining new patents and provides new tools for challenging existing patents. Small businesses need to understand the changing patent laws to adequately manage their intellectual property rights and liabilities. Some of the most important changes to the patent laws are examined below.

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Benefit Plans: 2012 COLAs

October 1, 2011

The Internal Revenue Service has announced the 2012 cost-of-living adjustments (COLAs) for retirement plans. Most of the limits related to retirement plans are increased.

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NLRB Poster on Employee Rights Now Available for Download

September 1, 2011

As we reported previously in our September FredNEWS, effective November 14, 2011 most employers will be required to post a Notice advising employees of their rights under the National Labor Relations Act.

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Wellness Programs – A Complex Cure

September 1, 2011

Employee wellness programs have become increasingly popular as employers seek to control health insurance costs, improve the health and productivity of their workers, and reduce absenteeism. According to the Kaiser Family Foundation’s Employer Health Benefits 2010 Annual Survey, approximately three-fourths of employers offering health benefits already provide some type of wellness program.

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IRS Issues Clarifications to Internal Revenue Code § 162(m)

September 1, 2011

Internal Revenue Code (IRC) § 162(m) imposes a $1 million deduction limit on compensation paid by a public corporation to certain executive officers. However, an exception applies to “qualified performance-based compensation,” which does not count against the deduction limit. Stock options may qualify for this exception if certain conditions are met, one of which is to specify a limit on the stock option grants. The Internal Revenue Service recently issued proposed regulations that clarify that the stock option plan must specify the maximum number of shares that may be granted to any individual employee during a specified period. If the plan merely states an aggregate maximum number of shares that may be granted during a specified period, and does not contain a specific per-employee limit, stock options will not qualify for the exception.

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SEC Will Not Appeal Proxy Access Decision

September 1, 2011

On September 6, 2011, the Securities and Exchange Commission (SEC) confirmed that it will not seek a rehearing of the decision by the U.S. Court of Appeals for the District of Columbia Circuit (D.C. Circuit) that vacated an SEC rule, commonly known as the “proxy access” rule, that would have enabled certain shareholders of public companies to propose director nominees for inclusion in their company’s proxy materials. The SEC also confirmed that it will not seek Supreme Court review of the decision.

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Update on the Ever-developing Landscape of Shareholder Proposals

September 1, 2011

On September 15, 2011, the Securities and Exchange Commission (SEC) issued a final rule to adopt amendments to the proxy access rules for shareholder proposals in Rule 14a-8, which was discussed in our September 2011 issue of FredNEWS: Corporate & Securities. In a related action, on September 27, 2011, the SEC published an amended Form 8-K that includes a new Item 5.08 requiring, in certain circumstances, companies to disclose applicable deadlines for shareholders to submit proxy access proposals. On November 17, 2011, Institutional Shareholder Services, Inc. (ISS) published its 2012 Corporate Governance Policy Updates and Process Executive Summary, which refined how it will address proxy access, among other policy changes.

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Cities Are Back in the Variance Business: Legislature Removes Roadblock to Variance Applications by Making Much-Needed Changes to Variance Statutes

August 1, 2011

In 1989, the Minnesota Court of Appeals issued its decision in Rowell v. Board of Adjustment of Moorhead. In this decision, the Court of Appeals adopted an interpretation of Minnesota’s municipal variance statute that provided a flexible, owner-friendly standard for cities to use when evaluating variance applications. Following the Rowell decision, business was good for those applying for variances. While not every variance was granted under the standard adopted in Rowell, the standard was sufficiently lenient that variances became a tool that owners and developers routinely used to obtain approvals for their projects and developments.

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Commissioner Reverses Vulnerable Adults Act Neglect Finding In Nursing Home Stairwell Death

August 1, 2011

On July 28, 2011, Patricia Winget, the Adviser to the Minnesota Commissioner of Health, reversed a maltreatment determination issued by the Office of Health Facility Complaints (OHFC). OHFC incorrectly asserted that a large, non-profit Minneapolis skilled nursing facility committed neglect of supervision when a resident in a wheelchair died from injuries sustained in a fall down a stairwell. Nursing home staff reached the resident within seconds after the resident gained access to the stairwell, but were unable to prevent the death.

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New “Met” Tower Requirements in North Dakota

July 1, 2011

North Dakota Senate Bill 2206 recently signed into law by the Governor, as North Dakota Century Code Section 2-05-21, changes the requirements for anemometer towers. The law was passed with an emergency clause and is effective August 1, 2011. The law requires that an anemometer tower “fifty feet in height above the ground or higher…located outside the zoning jurisdiction of a city, and the appearance of which is not otherwise regulated by state or federal law must be marked, painted, flagged, or otherwise constructed to be recognizable in clear air during daylight hours.” The towers must meet the following requirements:

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