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Levenfeld Pearlstein, LLC

SEC MOVES TO INCREASE DISCLOSURE OF EXECUTIVE COMPENSATION
On Tuesday, January 17, 2006, the SEC voted to propose new rules requiring public companies to provide far greater detail about their executives’ compensation (including perquisites). These new rule proposals, which would be the biggest changes to executive compensation disclosure since 1992, could be formally adopted by the SEC sometime after a 60-day public comment period – possibly in time for the 2006 spring annual-meeting season. Public companies for the first time would be required to provide tables in annual filings showing the total yearly compensation for their principal executive officer, principal financial officer, the three other highest paid executive officers, and the directors. In addition, the new disclosure rules would have a number of other effects, including:
The threshold for disclosing perquisites would be reduced from $50,000 to $10,000
New disclosure tables for executives’ retirement benefits and the compensation of company directors would be required
A dollar value would be shown for all stock-based awards, including stock and stock options, measured at grant date fair value, computed pursuant to FASB’s SAF No. 123 (revised 2004), Share-Based Payment
The “All Other Compensation” column of the Summary Compensation Table would include the aggregate increase in actuarial value of pension plans accrued during the year and all earnings on deferred compensation that is not tax-qualified
Companies would be required to provide a narrative explanation of the objectives and implementation of their compensation programs, focusing on the key factors underlying their compensation policies and decisions
Annual filings would have to include sections written in plain English on executive pay
The proposed rules also contain proposed new disclosures regarding director independence. Specifically, a proposed new Item 407 of Regulation S-K and S-B would require: (i) disclosure of whether each director and director nominee is independent; (ii) a description of any relationships not otherwise disclosed that were considered when determining whether each director and director nominee is independent; and (iii) disclosure of any audit, nominating or compensation committee members who are not independent. The SEC’s press release regarding the proposed rules can be found here. We will provide an update with the full text of the SEC’s detailed release as soon as it is available.

01-18-2006

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Le Boeuf, Lamb, Greene & McRae, L.L.P.

What Russian taxes does a director of a Russian company pay?
By Olga Boltenko, tax lawyer in the London office of LeBoeuf, Lamb, Greene & MacRae
If a director does not receive any compensation from a Russian company for performing
his or her duties, there are no Russian tax consequences.
If there is some compensation paid by the company of which he or she is a board
member, it will give rise to tax liability. The compensation will be considered as a
source of personal income for the director and will be subject to personal income
tax.
Often when a director does not receive compensation, a company may instead reimburse
for expenses associated with performing the functions of a director. This might
give rise to tax liability depending to the type of expense.
In general, business expenses should not be treated as income of the director unless
they have been made in his or her personal interest — that is, not in his or her professional
capacity.
If the expenses have not been made in the personal interest of the director, he or she
should not be liable for paying income tax. Also, there should not be an obligation
for the company to pay the unified social tax, or UST.
For example, the taxability of meals when on business depends on the purpose of
the meal. If a meal is taken while entertaining clients, it is treated as an expense for
profits, and consequently there is no UST or income tax liability. Any other meal provided
for or paid by the company for the director is subject to UST and income tax.
However, if the director is on a business trip, then the cost of meals is not subject to
UST or income tax, provided that the expense is within the limits set in an official
internal policy decision adopted by the company. This applies to expenses made
after Jan. 1, 2005. Prior to that, a limit of 100 rubles per day applied to business
trips within Russia. Thus, to protect the director from tax on meals consumed during
business trips, it is advisable for the company to adopt a “decree” setting a daily
expense limit.
The amount of the director’s tax liability depends on his or her tax residency status.
If the director is physically present in Russia for 183 days or more in a calendar year,
he or she is considered a resident of Russia for tax purposes and has to pay 13 percent
tax on worldwide income. If the director stays in Russia for a shorter period, he
or she will not acquire Russian tax residency and must pay 30 percent tax on Russian-
source income. This rule is set by the Tax Code; similar provisions can be found
in double-tax conventions concluded by Russia.

01-18-2006

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Lathrop & Gage LLP

JEROME R. SMITH JOINS LATHROP & GAGE L.C. AS OF COUNSEL
Kansas City, Mo. (January 18, 2006) – Jerome R. Smith has joined Lathrop &
Gage L.C. as of counsel in the Kansas City office.
Smith is a patent attorney with comprehensive knowledge and legal expertise in
medical devices and systems; networking and information technology; robotics
telecommunications; software; international intellectual property (IP) law; licensing;
trademarks; IP due diligence and client counseling. In 2005, he was named a
Missouri/Kansas “Super Lawyer.”
Smith was formerly with Polsinelli Shalton Welte Suelthaus as the senior counsel
in the intellectual property department, science and technology section. He also worked
as an independent consultant in Ra’anana (Tel Aviv), Israel in 2001 and was the U.S.
Legal Consultant – Head of the U.S. Patent Prosecution Practice for Eitan, Pearl, Latzer
& Cohen-Zedek in Herzlia, Israel from 1998 to 2000.
Smith earned his bachelor’s degree from Northwestern University and his juris
doctorate from The University of San Francisco School of Law in 1990. He is a member
of the American Intellectual Property Law Association, Minnesota Intellectual Property
Law Association, Intellectual Property Law Association of Chicago, American Bar
Association-Section on Intellectual Property Law and is presently a Board Member of the
American-Israel Chamber of Commerce, St. Louis Chapter.
About Lathrop & Gage:
Lathrop & Gage L.C. is a full-service law firm with 280 attorneys in ten offices across
the country. The firm has a regional, national and international practice in business and
tort litigation, intellectual property, government relations, corporate, environmental, labor
and employment, health care, real estate, financial institutions, tax, wealth strategies, and
bankruptcy and creditors’ rights. For more information, visit www.lathropgage.com.

01-18-2006

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Goodkind, Labaton, Rudoff & Sucharow, L.L.P.

Shareholders Seek Recovery in Class Action Lawsuit Against SFBC International, Inc.
NEW YORK (PRIMEZONE) – January 18, 2006 - Labaton Sucharow & Rudoff LLP has filed a class action lawsuit in the United States District Court for the District of New Jersey, on behalf of persons who purchased or otherwise acquired publicly traded securities of SFBC International, Inc. (“SFBC” or the “Company”) (NASDAQ: SFCC) between August 4, 2003 and December 15, 2005, inclusive, (the “Class Period”). The lawsuit was filed against SFBC and certain officers and directors (“Defendants”).

If you are a member of this class you can view a copy of the complaint and join this class action online at http://www.labaton.com/get/?case=SFBC.

The complaint alleges that Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Specifically, the complaint alleges that the Company failed to disclose or misrepresented the following material adverse facts which were known to Defendants or recklessly disregarded by them:

The Company failed to prevent participants from applying to concurrent drug trials at other facilities run by the Company;

The Company engaged in highly improper and reckless recruiting processes;

The Company used unethical compensation schemes to assure that its trial participants did not report adverse reactions to drugs;

The Company kept in place management structures and regulatory controls which were wrought with conflicts of interest;

As a result, a material portion of SFBC’s revenue growth resulted from, and was anticipated to continue to be generated from, highly improper business practices and faulty drug trials;

Defendants hid their improper business practices so that SFBC could continue to report positive trends in revenue, earnings, and stress their ability to outperform the competition due to the large number of testers and facilities it could operate and its ability to quickly .
On November 2, 2005, certain issues concerning the health safety of human drug testing at SFBC were revealed. In reaction to the news article, shares of SFBC declined almost $10 per share, or approximately 26.3% to close at $27.91 per share on November 3, 2005. On November 16, 2005, Bloomberg revealed that SFBC had threatened using deportation for Latin American immigrants who participated in its trials who disclosed the health risks in the Company’s administration of these trials. SFBC reacted negatively to this news as well, falling $7.20 per share, or 21.7% to close at $25.97 per share. On December 15, 2005, SFBC lowered its profit expectations for 2005 to a range of $1.56 to $1.61 per share from a previous range of $1.66 to $1.72 per share. Additionally, on that day, Bloomberg published another article where it indicated that nine participants in a September drug trial tested positive for latent tuberculosis. In reaction to this news shares of SFBC fell $1.88 per share, or approximately 10.7% to close at $15.78 per share on December 15, 2005.

Plaintiffs are represented by the law firm of Labaton Sucharow & Rudoff LLP. Labaton Sucharow is one of the country’s premier national law firms that represent individual and institutional investors in class action, complex securities and corporate governance litigation. The firm has been a champion of investor rights for over 40 years and has been recognized for its reputation for excellence by the courts.

If you bought SFBC securities between August 4, 2003 and December 15, 2005, inclusive, you may qualify to serve as Lead Plaintiff. Lead Plaintiff papers must be filed with the court no later than March 6, 2006. If you would like to consider serving as lead plaintiff or have any questions about the lawsuit, please contact one of our representatives or Christopher Keller, Esq. at 800-321-0476.




01-18-2006

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Goodkind, Labaton, Rudoff & Sucharow, L.L.P.

Impac Mortgage Securities Litigation
Labaton Sucharow filed a class action complaint on January 18, 2006 in the United States District Court for the Central District of California, on behalf of persons who purchased or otherwise acquired publicly traded securities of Impac Mortgage Holdings, Inc.(“Impac Mortgage”) between May 13, 2005 and August 9, 2005, inclusive.



If you purchased Impac Mortgage securities between May 13, 2005 and August 9, 2005, you may qualify to serve as a lead plaintiff in this action. To inquire about serving as lead plaintiff, please click “join this action” and complete a plaintiff certification.

01-18-2006

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Kennedy Covington Lobdell & Hickman, L.L.P.

Kennedy Covington Adds to Business & Technology Team
RALEIGH, N.C. - Kennedy Covington, one of the largest full service law firms in the Carolinas, is pleased to announce that Neil Bagchi has joined its Raleigh office as an associate in the business and technology practice. Bagchi will focus his practice on issues including representation of emerging growth information technology and life science companies in general corporate matters; licensing; as well as angel, debt and venture financings. Bagchi will also join other Kennedy Covington attorneys in respect to the firm's development of an India practice focused on connecting local companies with Indian outsourcing, off-shoring and joint venture opportunities.


Bagchi is active in the Triangle community and serves on the executive committee for The IndUs Entrepreneurs-Carolinas (TiE- Carolinas), is a member of CanSouth, and serves on the advisory board for the Midway Business Center in Chapel Hill, N.C. Bagchi received his law degree and a B.A. in political science with honors from the University of North Carolina at Chapel Hill. While attending law school, he was a member of the Broun National Trial Team.


Kennedy Covington has one of the largest business and technology practices in the Carolinas and specializes in many areas including:


Structuring and implementing technology transfer arrangements (including licensing arrangements and joint ventures) with universities and with other non-profit entities
Protecting parallel ideas, designs and names
Structuring, documenting and closing private placements, venture capital investments and public offerings
Structuring and implementing exit strategies, including merger, sale and IPO
Negotiating and designing employment contracts and appropriate restrictive covenants, including non-competition and confidentiality covenants
Formulating creative compensation arrangements for owners and employees, including employee equity compensation arrangements
Kennedy Covington Lobdell & Hickman, L.L.P. is one of the largest full service law firms in the Carolinas, with offices in Charlotte, Columbia, Raleigh, Research Triangle Park and Rock Hill. Our lawyers bring a wealth of experience and knowledge of the law to bear in solving problems and leveraging opportunities for clients in varied industries such as banking and finance, real estate, technology and manufacturing. At Kennedy Covington, we give more than a legal opinion; we provide a business perspective.

01-18-2006

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Kennedy Covington Lobdell & Hickman, L.L.P.

Kennedy Covington 2006 Report to Clients and Friends
We are pleased to report that 2005 has been another successful year for our firm. In large measure, our success is a direct reflection of the continued confidence and support we receive from you, our loyal clients and friends. Please click to review the entire report.

As a result of the opportunities you provide to us, we have significantly expanded our talent and experience over the past year. In 2005, we hired 38 attorneys, more than doubling the number of attorneys we hired in 2004. These attorneys, who represent our continued commitment to our culture of excellence, entrepreneurial spirit and diversity, have given us additional strength to address your needs and offer you the highest quality legal service.

In order to meet client needs in the Triangle region, our Raleigh office recently relocated to the exciting North Hills mixed-use development, and in this report, we will share with you more information about the relocation of this office. In April of this year, we will relocate our Research Triangle Park office to a more centralized and strategic location within the Research Triangle Park. We will share with you more details on this move in the coming weeks and hope you will take the opportunity to visit us at both of these new locations. We are committed to continued investment in our growth and, in the near term, we expect to have more than 200 attorneys in our firm.

In 2005, we have continued our efforts to support the communities we serve. This year, we not only extended our outreach to the victims of Hurricane Katrina, but also we donated time and money to many local organizations. Additionally, we recently made holiday contributions on your behalf to Loaves and Fishes, The Healing Place of Wake County and the Durham Rescue Mission.

We hope you enjoy this report. As always, we look forward to our continued relationship with you and wish you the very best in 2006.

01-18-2006

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