Greenberg Traurig Advises on Hard Rock Cafe Purchase of Trump Taj Mahal Casino

Posted in Casinos, Gaming, Hotels

With Greenberg’s help, Hard Rock International and two partners closed on the joint-venture deal on March 31—a venture that local officials are hoping will lead to an economic rebirth in the region and give other investors a reason to return to Atlantic City.

“This is the first significant investment in Atlantic City by a new casino operator and it has provided Atlantic City with a boost that I don’t believe it has had before,” said Greenberg Traurig shareholder Lorne Cantor, who as co-chairman of the firm’s gaming and Miami corporate and securities practices led the team representing Hard Rock in the deal. “It’s a big boost for the region and it’s a great sign that hard rock has confidence in the market. They also believe that they are bringing a new and exciting concept to Atlantic City and they will be able to excite the market.”

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Ninth Circuit Widens Circuit Split on Whether Dodd-Frank Protects Internal Whistleblowing

Posted in GT Alert, SEC, Whistleblower

Introduction

On March 8, 2017, in Somers v. Digital Realty Trust Inc., No.15-cv-17352 (9th Cir., March 8, 2017), the Ninth Circuit Court of Appeals affirmed the district court’s denial of the defendant’s motion to dismiss a whistleblower claim brought under the Dodd-Frank Act’s (“DFA”)’s anti-retaliation provision.

In a 2-1 decision, the majority endorsed the approach of the Second Circuit, and not that of the Fifth Circuit, in holding that Congress did not intend to limit DFA whistleblower protections to only those who disclose information to the Securities and Exchange Commission (“SEC”). Rather, the court held that the DFA anti-retaliation provision also protects those who are fired after making internal disclosures of allegedly unlawful activity under the Sarbanes-Oxley Act (“SOX”) and other securities laws, rules, and regulations.

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Update on Pending Nevada Legislation to Redefine a Gaming Device Manufacturer

Posted in Gaming, Nevada, Nevada Gaming Commission

As previously reported, Assembly Bill 75 would amend what is considered “manufactur[ing]” under the Nevada Gaming Control Act. The proposed amendment would narrow the scope of developers involved in the gaming device manufacturing process that would need to be licensed by the Nevada Gaming Commission as “manufacturers.” Assembly Bill 75 has passed the Nevada Assembly and has been referred to the Nevada Senate Committee of the Judiciary for consideration.

To receive updates on this bill and other related information, please subscribe to our blog.

The Senate Narrows Employers’ Obligation to Accurately Record Work-Related Injury and Illness Records

Posted in Government, GT Alert

On March 22, 2017, the Senate passed H.J. Resolution 83, a Congressional Review Act (CRA) resolution (Resolution) that cuts the Occupational Safety and Health Administration’s (OSHA) ability to cite an employer for failing to accurately record work-related injuries and illnesses from five years to six months.1 The resolution blocks and eliminates OSHA’s “Volks” final rule, also known as “Clarification of an Employer’s Continuing Obligation to Make and Maintain an Accurate Record of Each Recordable Injury and Illness” (Final Rule). The Final Rule, which went into effect Jan. 19, 2017, gave OSHA the authority to fine and cite employers that failed to accurately track and record work-related injuries and illnesses for up to five years after they occur.

If President Trump signs the resolution (which he is expected to do), OSHA will only be permitted to cite employers for failing to keep accurate records of workplace incidents up to six months after the recordkeeping violation occurred. OSHA will also be barred from passing a substantially similar measure; Congress must pass a law instead, which is usually a more difficult process.

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The Nevada Gaming Control Board Recommences Testing Gaming Technology

Posted in Gaming

In 2013, the Nevada Legislature authorized independent test labs (ITL) registered with the Nevada Gaming Commission to test gambling games and gaming technology that would be used in Nevada for compliance with the Nevada regulatory requirements.

Effective April 1, 2017, manufacturers may request either the Nevada Gaming Control Board (Board) Technology Division or a registered ITL to test new associated equipment, cashless wagering systems, mobile gaming systems, interactive gaming systems, or gaming devices. Manufacturers continue to be required to obtain ITL inspection and certification for any new gambling games and/or routine modifications to any of the foregoing types of gaming technology or to gambling games.

The industry notice is available at http://gaming.nv.gov/modules/showdocument.aspx?documentid=11963.

If there are any questions, please contact Mark A. Clayton, Co-Chair of the Greenberg Traurig Global Gaming Practice Group, (702) 599-8006, claytonm@gtlaw.com or Erica L. Okerberg, Associate, (702) 599-8073, okerberge@gtlaw.com.

Proposed Nevada Legislation to Redefine a Gaming Device Manufacturer

Posted in Gaming, Nevada, Nevada Gaming Commission

On April 3, 2017, the Nevada Assembly Judiciary Committee passed Assembly Bill 75 (2017), which would, among other amendments, amend the current definition of who is a “manufacturer” of a gaming device, cashless wagering system, mobile gaming system, or interactive gaming system for use or play in Nevada.

Currently, as defined, an entity that manufactures at least two elements of a gaming device is considered a manufacturer and must be licensed by the Nevada Gaming Commission.

A.B. 75 would amend the existing law and provide that if a manufacturer licensed by the Nevada Gaming Commission “assumes responsibility” for the work of a third party manufacturer, such third party manufacturer would not need to be licensed by the Nevada Gaming Commission. Also, A.B. 75 would provide that an independent contractor who designs, develops, programs, produces, or composes a control program for use in a gaming device is not required to be licensed as a manufacturer under the Nevada Gaming Control Act if a manufacturer licensed by the Nevada Gaming Commission “assumes responsibility” of the control program.

“Assumes responsibility” would be defined as (i) “acquires complete control over, or ownership of, the applicable gaming device, associated equipment, cashless wagering system, mobile gaming system or interactive gaming system” and (ii) “accepts continuing legal responsibility for the gaming device, associated equipment, cashless wagering system, mobile gaming system or interactive gaming system, including, without limitation, any form of manufacture performed by an affiliate or independent contractor.”

As A.B. 75 progresses through the Nevada Legislature, we will provide periodic updates as warranted.

In the interim, if there are any questions, please contact Mark A. Clayton, Co-Chair of the Greenberg Traurig Global Gaming Practice Group, (702) 599-8006, claytonm@gtlaw.com or Erica L. Okerberg, Associate, (702) 599-8073, okerberge@gtlaw.com.

Effective April 3, 2017, USCIS Will Temporarily Suspend Premium Processing for All H-1B Petitions

Posted in Immigration

Late Friday evening on March 3, 2017, The U.S. Citizenship and Immigration Services (“USCIS”) announced that it will temporarily suspend its premium processing service for all H-1B petitions, including CAP-subject H-1B petitions.  The temporary suspension will begin on Monday, April 3, 2017, and may continue for up to 6 months.  This procedural change is intended to help USCIS clear the backlog of long-pending H-1B petitions that USCIS has not yet reviewed. USCIS will give priority review to H-1B extension petitions that are nearing the end of the automatic 240-day work authorization extension period.  USCIS has made other efforts to alleviate the long-pending backlog of pending H-1B petitions with the Vermont and California Service Centers by directing petitioners to submit H-1B extension requests with the Nebraska Service Center, regardless of the H-1B worksite location.

USCIS will process all H-1B petitions filed with a premium processing request that are received before April 3, 2017.  Because April 3 marks the first business day of April, when the H-1B CAP opens, CAP-subject H-1B petitions will not be eligible for premium processing.

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The Senate Narrows Employers’ Obligation to Accurately Record Work-Related Injury and Illness Records

Posted in GT Alert, Labor & Employment

On March 22, 2017, the Senate passed H.J. Resolution 83, a Congressional Review Act (CRA) resolution (Resolution) that cuts the Occupational Safety and Health Administration’s (OSHA) ability to cite an employer for failing to accurately record work-related injuries and illnesses from five years to six months.1 The resolution blocks and eliminates OSHA’s “Volks” final rule, also known as “Clarification of an Employer’s Continuing Obligation to Make and Maintain an Accurate Record of Each Recordable Injury and Illness” (Final Rule). The Final Rule, which went into effect Jan. 19, 2017, gave OSHA the authority to fine and cite employers that failed to accurately track and record work-related injuries and illnesses for up to five years after they occur.

If President Trump signs the resolution (which he is expected to do), OSHA will only be permitted to cite employers for failing to keep accurate records of workplace incidents up to six months after the recordkeeping violation occurred. OSHA will also be barred from passing a substantially similar measure; Congress must pass a law instead, which is usually a more difficult process.

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IRS Provides More Flexibility for Management Contracts

Posted in GT Alert, Internal Revenue Service

On Jan. 17, 2017, the Internal Revenue Service (IRS) issued Revenue Procedure 2017-13, which sets forth safe harbors for when a management contract between a qualified user and service provider will not give rise to private business use under the private business use test in section 141(b)(1) of the Internal Revenue Code of 1986, as amended, for property financed with governmental tax-exempt bonds under Code section 141(b), or under the modified private business use test of Code section 145(a)(2)(B) for property financed with qualified 501(c)(3) bonds. This revenue procedure modifies, amplifies, and supersedes Rev. Proc. 2016-44, which modified and superseded Rev. Proc. 97-13 (as supplemented by Rev. Proc. 2001-39 and section 3.02 of Notice 2014-67). The progression of revenue procedures and the Notice reflect IRS attempts to address changes in how management contracts have been structured since Rev. Proc. 97-13 and provide greater flexibility in permitted management contracts. This GT Alert summarizes changes made by Revenue Procedures 2016-44 and 2017-13.

Prior Management Contract Safe Harbors

Rev. Proc. 97-13 used a formulaic approach to its management contract safe harbors. Specific types of compensation arrangements were allowed depending on the length of the management contract. These arrangements were: 1) capitation fees, 2) periodic fixed fees, and 3) per-unit fees. Generally, longer contracts were permitted when the arrangement provided for a greater percentage of fixed compensation. Notice 2014-67 expanded the 1997 safe harbors to address changes in management contracts needed for affordable care organizations acting under the Affordable Care Act and to allow a broader range of compensation arrangements for contracts with terms of up to five years.

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EU Market Abuse Regulation – Implications for Non-European Debt Issuers

Posted in Corporate & Securities

The Market Abuse Regulation (596/2014/EU) (MAR) came into force July 3, 2016 and is directly applicable in all EU Member States. MAR replaced the market abuse directive previously implemented (with many variations) in the national laws of each EU Member State.

MAR, amongst other changes, extends the prohibition on insider dealing, unlawful disclosure of inside information and market manipulation, and the procedural requirements for controlling inside information, to issuers whose securities have been admitted to trading on multilateral trading facilities (MTF), such as the Luxembourg Stock Exchange’s Euro MTF, the London Stock Exchange’s Professional Securities Market and the Irish Stock Exchange’s Global Exchange Market (GEM); EU organised trading facilities (OTF); as well as to financial instruments whose price or value depends on or has an effect on securities traded on an EU regulated market, an EU MTF or an EU OTF (financial instruments traded on OTFs will only be covered once MiFID II, the new EU Markets in Financial Instruments Directive, comes into effect, currently expected to be 3 January 2018).

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