Collecttive Name Societies and the New Company Law

Collective Name Societies

The Collective Name Society is that which exists under a trade name and in which all the partners have the quality of retailers and respond, in a subsidiary, limitless and shared way, for the social obligations.
Particular Characteristics
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Whistleblowing Takes New Turn with Mandated Reporting Imposed by PPACA’s Elder Justice Act

By: Allen B. Roberts, Victoria M. Sloan

The typical set of protections or awards featured in a familiar array of whistleblower statutes has a new entrant with the imposition of mandated reporting in the Elder Justice Act section of the recently enacted Patient Protection and Affordable Care Act (“PPACA”). In a notable departure from other laws, the Elder Justice Act provides that every individual employed by or associated with a long-term care facility as an owner, operator, agent or contractor has an independent obligation to report a “reasonable suspicion” of a crime affecting residents or recipients of care. Reports must be made directly to both the Secretary of Health and Human Services (“HHS”) and one or more law enforcement entities in as little as two hours following the formation of the reasonable suspicion.

Although limited to reports of crimes against residents and recipients of services of long-term care facilities, the mandate of the Elder Justice Act sets a new standard of conduct – and backs it up with stiff penalties affecting long-term care facilities and those associated with them.

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CMS Issues Proposed Regulations Concerning Disclosure Requirements for Certain Imaging Services Under the Stark Law’s In-Office Ancillary Services Exception

On June 25, 2010, the Centers for Medicare & Medicaid Services (“CMS”) issued theProposed Policies Under the Physician Fee Schedule and Other Revisions to Part B for CY 2011 (the “Proposed Rule”).[1] Significantly, among its revisions are the proposed regulations implementing Section 6003 of the Patient Protection and Affordable Care Act (“PPACA”)[2] concerning the physician self-referral provisions of Section 1877 of the Social Security Act, commonly known as the “Stark Law.”[3] Specifically, the Proposed Rule outlines a proposed disclosure requirement for certain imaging services (the “Disclosure Requirement”) provided under the umbrella of the In-Office Ancillary Services Exception to the Stark Law.[4] Suppliers and providers of imaging services should consider submitting comments on the Proposed Rule to CMS in either the specified areas requested by CMS or the other areas of concern related to this topic. The deadline to submit such comments is August 24, 2010. Also, as indicated in the Proposed Rule, the Disclosure Requirement will take effect on January 1, 2011—one year later than the potentially retroactive effective date of January 1, 2010, specified in PPACA. 

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June 30, 2010 – Boston, MA
For more information contact: Jeanie Griggs
(617) 589-3895;

Davis Malm attorney Samuel B. (Sandy) Moskowitz has been appointed Chair of the Equal Justice Coalition of Massachusetts. The EJC is a collaboration created by the Massachusetts Bar Association, Boston Bar Association, and the Massachusetts Legal Assistance Corporation committed to ensuring that low-income people in Massachusetts have access to the courts when they have a civil (non-criminal) legal problem. Every year, the EJC organizes the very successful “Walk to the Hill” to lobby the Massachusetts legislature for legal aid. For more information about the EJC, please visit

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Bloomberg Law Interviews Allen B. Roberts

A new wave of whistleblower monetary awards and protections will come to the financial services industry once the Restoring American Financial Stability Act of 2010 (RAFSA) is enacted. With final resolution of differences between House and Senate versions accomplished, both houses of Congress now will consider the conference committee bill.

Bloomberg legal analyst Spencer Mazyck has been following whistleblowing changes we are likely to see with the anticipated enactment of RAFSA. Spencer explored with me some contours and ramifications of the pending legislation during 20-minute Bloomberg podcast.

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Joint-Stock Societies and the New Company Law

Joint-Stock Societies.

The article 154 of the law defines the Joint-Stock Society as the one existing between two or more people under a social denomination and is composed exclusively of partners whose responsibilities for the losses are limited by their contributions. Its capital will be represented by essentially negotiable titles denominated Stocks, which will have to be completely subscribed and paid before the issuance.
In accordance with the Law, the Joint-Stock Societies could be:
of Public Subscription: the ones that resort to the public savings for the formation and increase of the authorized social capital, or quote their stocks in the stock market, or contract loans by the public emission of negotiable obligations, or use mass media or advertising to position and negotiate any type of instrument in the stock market; or
Private Subscription: those Joint-Stock Societies not included in the enunciations of the article 156.
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Who Is a “Son or Daughter” Under the FMLA?

Employees can use FMLA protected leave for the placement of a child or to care for a child for whom they have no legal and/or biological relationship and for whom they provide no financial support. Think stepparents, grandparents, aunts and uncles, or any adult who has assumed the responsibilities of a parent for a child.

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Public Employees, Pagers and Privacy

The Court’s opinion, written by Justice Kennedy, decided not to decide “the whole concept of privacy expectations in communications made on electronic equipment owwned by a government employer.” Instead the Court decided the case applying basic Fourth Amendment principles, and decided that regardless of the employee’s privacy expectations, the search here was reasonable on settled Fourth Amendment grounds.

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Getting Paid for Getting Dressed

The U.S. Department of Labor recently issued a new interpretation of donning and doffing requirements under the Fair Labor Standards Act, bringing the Department’s interpretation in line with recent court decisions. The issue is whether employees should be paid for putting on and taking off clothing before and after work.

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New Business Law in the Dominican Republic

The new Commercial Societies and Individual Enterprises of Limited Responsibilities General Law (Law No. 479-08), substitutes and derogates the Third Title in the Commercial Code that is in effect, that includes the articles 18 to the 64 regarding the Commercial Societies.

This new Law recognizes and maintains in effect the different types of societies known from the Commercial Code. Nevertheless, institutes two new classes of societies: the Societies of Limited Responsibilities (SRL by the initials in Spanish) and the Individual Enterprises of Limited Responsibilities (EIRL by the initials in Spanish).
This way the law recognizes and regulates the following types of societies:
Joint-Stock Societies of Public and Private Subscription
Collective Name Societies
Simple Silent Partnership Societies
Stocks Partnership Societies
Societies of Limited Responsibilities
Individual Enterprises of Limited Responsibilities
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