Legal Solutions | USA
According to a recent National Labor Relations Board (NLRB) decision, employers must allow employees with access to the employer's e-mail system to use that e-mail during non-work time to communicate with each other about workplace issues, including union organizing.
In Purple Communications, Inc., the NLRB explicitly overruled its Register Guard decision which relied too heavily on the use of employers' property rights in equipment and ignored the fact that e-mail has become an important means of workplace communication. Notably, the Purple Communications decision does not:
For more information on key issues employers should consider when monitoring employee e-mail use, see Practice Note, Electronic Workplace Monitoring and Surveillance.
US companies doing business abroad and foreign companies conducting business in the US should review the reports recently published by Transparency International (TI) and the Organisation for Economic Co-operation and Development (OECD) to help minimize the risk of violating the Foreign Corrupt Practices Act of 1977 (FCPA) and international anti-corruption laws.
TI's Corruption Perceptions Index (Index) annually scores and ranks countries according to perceived degrees of public corruption. The Index focuses on perceptions of corruption, rather than facts or data from corruption cases. Companies can use the 2014 Index to:
The OECD's Foreign Bribery Report (Report) summarizes the 427 foreign bribery cases that have been concluded since the OECD's Anti-Bribery Convention came into force. The Report describes patterns that emerged from the cases, for example:
Companies should analyze the Index and the Report to help inform their FCPA compliance and anti-corruption policies, as well as to assess the risk of specific business opportunities.
For resources to assist counsel in complying with anti-bribery and corruption laws and regulations, see the Bribery and Corruption Toolkit.
Public companies planning to adopt or amend equity plans before their upcoming annual meetings should review the new ISS and Glass Lewis proxy voting guidelines on executive compensation.
The most significant update for 2015 is ISS's new Equity Plan Scorecard for evaluating equity incentive plan proposals. ISS will consider a range of positive and negative factors in the following three categories, with each category assigned a different weight:
ISS will recommend against a plan proposal if this analysis indicates that the plan is not in shareholders' interests, or if any of the following would apply:
Glass Lewis has updated its analysis of awards granted outside of existing incentive programs and added another focus area in reviewing say on pay proposals.
For a summary of the key corporate governance policy updates, see Corporate Governance & Capital Markets: ISS and Glass Lewis 2015 Proxy Voting Guidelines.
For more on ISS's and Glass Lewis's 2015 guidelines, see Legal updates, ISS Releases 2015 Proxy Voting Guideline Updates and Glass Lewis Releases 2015 Proxy Guidelines .
This look at the major issues on the horizon for corporate counsel comes from Practical Law – an online legal know-how service. View all the looming issues now – compliments of Practical Law The Journal, which covers the latest transactional and compliance topics that impact your practice. To gain access to more related know- how resources, please visit http://us.practicallaw.com.