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31 Jan 2018 Author : InfoPro Community Manager

Lexis Practice Advisor® Practice Insights

Practical guidance at your fingertips available by practice area and jurisdiction on the Lexis Practice Advisor service.

New York Corporations—Shareholder Rights by Martin S. Cooper, Olshan Frome Wolosky LLP
New York Business & Commercial

Overview—New York Corporate Housekeeping
New York corporations are required to observe a number of organizational formalities (often referred to as corporate housekeeping) in accordance with their certificate of incorporation, bylaws and the New York corporation statutes. These formalities require corporations, among other things, to take action according to certain statutorily prescribed requirements and to prepare written documentation of such actions. Careful observance of these housekeeping requirements is necessary to ensure retention of the key benefits of being a corporation, such as limitations on the personal liability of owners, officers and directors, as well as tax benefits such as tax deductions and access to corporate tax breaks. Read more.

Choosing Venue in a Bankruptcy Proceeding

This practice note addresses issues pertaining to venue in a bankruptcy proceeding. Title 28 of the U.S. Code and Rule 1014 of the Federal Rules of Bankruptcy Procedure (Bankruptcy Rules) govern venue in bankruptcy proceedings and related adversary proceedings. Title 28 also sets forth the venue rules for all cases brought in federal courts. Read more.

Best Practices in Corporate Subsidiary Management
General Practice

This practice note focuses on the corporate governance and associated regulatory compliance aspects of the parent-subsidiary relationship. It does not cover how subsidiaries are created. Moreover, this practice note pertains only to subsidiaries whose shares are privately held by a parent corporation. Special securities law compliance rules apply when a subsidiary is itself a publicly held company. Counsel is instructed to seek the advice of securities counsel when dealing with this circumstance. Read more.

Minimizing Conflict with the Joint Venture: Conflicts and Corporate Opportunity Provisions
Corporate Counsel

Since joint venture partners are invariably permitted to continue their respective existing business operations, it is critical to address any areas of potential conflict between their businesses and the business of the joint venture at the outset. If the joint venture declines the opportunity, the member who presented it may or may not be allowed to pursue the opportunity for its own benefit. Read more.

Addressing Interested Party Transactions in Joint Ventures
Intellectual Property & Technology

Since joint venture members are often in the same business as the joint venture, it is not unusual for certain members to provide goods or services to the joint venture. For example, joint ventures formed to enhance early stage markets for the products of their members will have distribution or sales agreements with each of its members whose products they are formed to sell. Read more.

Leveraged Buyouts—Introduction
Corporate and M&A

This practice note describes the key characteristics of leveraged buyouts (LBOs). It outlines the life cycle of an LBO transaction and describes the legal documents used in the various stages of an LBO. This practice note is organized into the following topics:

  • What Is a Leveraged Buyout?
  • Reasons for Conducting a Leveraged Buyout
  • The Life Cycle of a Leveraged Buyout: Stage 1—Initial Interest in Purchasing a Target Company
  • Stage 2—Financing the LBO
  • Stage 3—Acquisition
  • Stage 4—LBO Exit Options

Read more.

Common Types of Deeds and Key Provisions by J. Bryan Echols, Waller Lansden Dortch & Davis LLP
Real Estate

Common Types of Deeds
The culmination of a purchase and sale of commercial real estate is the delivery of a deed at closing. The purpose of a deed is to convey title to real property. The different types of deeds used to convey title are based on local law and custom and the warranties being provided from the seller to the buyer, its heirs, successors and assigns. This practice note includes a discussion of general warranty deeds, special warranty deeds, bargain and sale deeds, and quitclaim deeds. The type of deed to be delivered by the seller will be specified in the purchase and sale agreement and a form thereof will typically be attached to the purchase and sale agreement as an exhibit. Read more.

Top 10 Practice Tips: Master Limited Partnerships by Joshua Davidson, Baker Botts L.L.P.
Capital Markets & Corporate Governance

If you are internal counsel to a publicly traded corporation that has decided to form a master limited partnership (MLP) and would like to become better educated about MLPs before starting the IPO process, this article provides 10 practice tips for you. Read more.

You can also read this article in The Lexis Practice Advisor Journal™ here.

Avoiding Accidental Contracting by Timothy Murray, Murray Hogue and Lannis
Commercial Transactions

There is a staggering amount of litigation involving disputes over whether a binding contract was formed during contract negotiations. In a typical case of this kind, the parties agree on many issues while negotiating a deal, but they intend to execute a formal document and never get around to doing it before their relationship unravels for one reason or another. Litigation erupts. One party claims there is a binding contract and that the failure to execute that final document doesn’t matter. The other party claims he or she didn’t intend to reach a final agreement. In the contract law milieu, there are few scenarios more common—or more damaging—to the careers of the parties accused of entering into accidental contracts. Read more.

You can also read this article in The Lexis Practice Advisor Journal here.

ERISA Plan Expenses Payment Considerations by Joelle C. Sharman, Lewis Brisbois Bisgaard & Smith LLP
Employee Benefits & Executive Compensation

This practice note discusses the extent to which employee benefit plans as defined under the Employee Retirement Income Security Act (ERISA) may use plan assets to satisfy expenses of the plan. The practice note describes what types of expenses may and may not be paid from plan assets, discusses requirements and fiduciary considerations for using plan assets to pay plan expenses, the allocation of plan expenses among plans or participants and penalties that may apply for failure to meet the applicable rules. Read more.

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