Articles Posted in Corporate Compliance

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The jeopardy element of the tort for wrongful discharge against public policy and whether the administrative remedies available under the Surface Transportation Assistance Act of 1982 (STAA) were at issue in this case. This was one of three concomitant cases before the Washington Supreme Court concerning the "adequacy of alternative remedies" component of the jeopardy element that some of Washington cases seemingly embrace. The complaint here alleged that Anderson Hay & Grain Company terminated petitioner Charles Rose from his position as a semi-truck driver when he refused to falsify his drivetime records and drove in excess of the federally mandated drive-time limits. Rose had worked as a truck driver for over 30 years, the last 3 of which he worked as an employee for Anderson Hay. In March 2010, Rose sued under the STAA in federal court but his suit was dismissed for lack of jurisdiction because he failed to first file with the secretary of labor. Rose then filed a complaint in Kittitas County Superior Court, seeking remedy under the common law tort for wrongful discharge against public policy. The trial court dismissed his claim on summary judgment, holding that the existence of the federal administrative remedy under the STAA prevented Rose from establishing the jeopardy element of the tort. The Court of Appeals affirmed. The Supreme Court remanded the case back to the appellate court for reconsideration in light of "Piel v. City of Federal Way," (306 P.3d 879 (2013)). Like the statute at issue in Piel, the STAA contained a nonpreemption clause. On remand, the Court of Appeals distinguished Rose's case from Piel, and again affirmed the trial court's decision. Upon review, the Supreme Court addressed the cases the Court of Appeals used as basis for its decision, and held that adequacy of alternative remedies component misapprehended the role of the common law and the purpose of this tort and had to be stricken from the jeopardy analysis. The Court "re-embraced" the formulation of the tort as initially articulated in those cases, and reversed the Court of Appeals. View "Rose v. Anderson Hay & Grain Co." on Justia Law

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Plaintiff Erika Rickman brought this suit against her former employer, Premera Blue Cross, for wrongful discharge in violation of public policy. Rickman alleged she was terminated in retaliation for raising concerns about potential violations of the federal Health Insurance Portability and Accountability Act of 1996, and its Washington counterpart, the Uniform Health Care Information Act (UHCIA). The trial court dismissed Rickman's suit on Premera's motion for summary judgment, concluding Rickman could not satisfy the jeopardy element of the tort because Premera's internal reporting system provided an adequate alternative means to promote the public policy. The Court of Appeals affirmed. The Washington Supreme Court granted review of this case and two others in order to resolve confusion with respect to the jeopardy element of the tort of wrongful discharge in violation of public policy. Consistent with its decisions in the other two cases, the Court held that nothing in Premera' s internal reporting system, nor in HIPAA or UHCIA, precluded Rickman's claim of wrongful discharge. The Court reversed the Court of Appeals but remanded for that court to address Premera's alternate argument for upholding the trial court's order of dismissal. View "Rickman v. Premera Blue Cross" on Justia Law

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Respondent Gregg Becker began working for Rockwood Clinic PS, an acquired subsidiary of Community Health Systems (CHS) 1 as its chief financial officer (CFO) in February 2011. As a publicly traded company, CJ-IS is required to file reports with the United States Securities and Exchange Commission (SEC). As Rockwood's CFO, Becker was required by state and federal law to ensure that Rockwood's reports did not mislead the public, which also required his personal verification that the reports did not contain any inaccurate material facts or material omissions. In October 2011, Becker submitted to CHS' financial department an "EBIDTA," calculation. Becker was not told that when CHS acquired Rockwood, it represented to creditors that the acquisition would incur a $4 million operating loss. To cover the discrepancy, CHS' financial supervisors allegedly directed Becker to correct his EBIDTA to reflect the targeted $4 million loss. CHS did not provide a basis for its low calculation. Becker refused, fearing that the projection would mislead creditors and investors in violation of the Sarbanes-Oxley Act. The CEO made clear that Becker's refusal to do so put his position in jeopardy; Becker felt compelled to resign unless CHS responded to his concerns. CHS and Rockwood accepted Becker's resignation. CHS filed a CR 12(b)(6) motion to dismiss Becker's complaint for wrongful termination, contending that the jeopardy element of the tort had not been met because there were adequate alternative means to protect the public policy of honesty in corporate financial reporting. The Court of Appeals accepted review and determined that the jeopardy element had been satisfied because the alternative administrative enforcement mechanisms of SOX were inadequate and therefore did not foreclose common law tort remedies for employees. The Supreme Court's holding in "Rose v. Anderson Hay" instructed that alternative statutory remedies were to be analyzed for exclusivity, rather than adequacy. Under that formulation, neither SOX nor Dodd-Frank precluded Becker from recovery. The Court affirmed the trial court's denial of Community CHS' CR 12(b)(6) motion, and affirmed the Court of Appeals in upholding that decision upon certified interlocutory review. View "Becker v. Comm'y Health Sys., Inc.." on Justia Law

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This case concerned attorney fees under the dissenters' rights provisions of the Washington Limited Liability Company Act (LLC Act). The issue was first considered two years ago when the Supreme Court reversed the award of attorney fees imposed on Humphrey Industries Ltd. (Humphrey) and remanded to the trial court to reconsider an award of attorney fees in Humphrey's favor. On remand, the trial court awarded Humphrey part of its fees but also reinstated part of the attorney fee award against Humphrey that the Supreme Court had reversed. Humphrey appealed directly to the Supreme Court, contending that the trial court on remand failed to follow the Supreme Court's order. Upon review, the Supreme Court held that the trial court erred by imposing fees on Humphrey. View "Humphrey Indus., Ltd. v. Clay St. Assocs." on Justia Law