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May 17, 2022

GILTI as Charged: Automatic Accounting Method Changes for CFCs under the GILTI Tax System

IRS guidance allows automatic accounting method changes for taxpayers who want to adopt a depreciation method conforming to the alternative depreciation system (ADS) for controlled foreign corporations (CFCs) under the global intangible low-taxed income (GILTI) tax system. Adoption of the ADS was initially a nonautomatic accounting method change under IRS rules. But IRS relaxed the rules in Rev. Proc. 2021-26 , allowing...

May 17, 2022

Retail Leasing: We’re Your One-Stop Shop

While no two retail lease transactions are identical, most follow the same general deal flow. First, the parties prepare a letter of intent outlining the business terms of the deal. Then, the landlord’s attorney prepares a draft lease and submits it to the tenant’s attorney for review and negotiation. If there will be a buildout of the premises, the parties prepare a work letter agreement. And if the tenant...

May 17, 2022

Single, and Ready to … Invest! Negotiate your Single-Investor Fund

A single-investor fund (SIF) is an entity created at the request of, and designed specifically for, an investor or group of affiliated investors (and sometimes called a “fund of one”). SIFs have become increasingly common in the alternative investment space and provide an opportunity for larger investors to enjoy the benefits of a fund with the added ability to customize terms to their particular economic...

May 17, 2022

Straight to the Closing: Short Form Asset Purchase Agreement

Absent regulatory approvals, material third party consents, and other conditions to closing, the parties to an asset transaction may prefer to use a short form asset purchase agreement to simplify negotiation. Under the right circumstances, the parties can achieve their business objectives through a simultaneous sign and close transaction. Draft your next sell-side asset purchase agreement using this annotated pro-seller...

May 17, 2022

Breaking Up Is Never Easy . . . But Practical Guidance Resources Can Help

Regardless of the circumstances, separating an employee from an employer can be fraught with challenges. Are you prepared to draft a separation agreement under Connecticut law? Start with this newly published separation agreement as your template. READ NOW » Related Content Private Market Data: Employment Discrimination Settlements Gain access to a unique data bank of thousands of private employment discrimination...

May 17, 2022

Show Me the Money! Monetary Relief in Trademark Litigation

Learn strategies for obtaining and defending against damage and profit awards in trademark litigation. This practice note discusses actual damages and disgorgement of a defendant's profits (also known as an accounting of profits) under the federal Lanham Act. READ NOW » Related Content Monetary Relief (Trademark Litigation): Statutory Damages Review the requirements for statutory damages for counterfeiting...

May 17, 2022

Cosmic Iron Patriot Armor: The Impact of Wellness Programs—and Powered Exoskeletons--on LTCI Claims and Outcomes

Discover the impacts that wellness programs are having on long-term care insurance claims and health outcomes with this practice note, which discusses leading edge wellness initiatives such as powered clothing, challenges in wellness program implementation (including NAIC involvement), and the underlying details of successful managed LTC programs. READ NOW » Related Content Long-Term Care Insurance Fundamentals...

May 17, 2022

Ukraine/Russia-Related Sanctions and Response Plan for Financial Institutions

As the Russian invasion of Ukraine continues, financial Institutions must be well-positioned to respond to continued economic sanctions imposed by the U.S. Executive Administration, U.S. Department of the Treasury Office of Foreign Assets Control (OFAC), and other regulatory agencies. Use this checklist to review current sanctions and restrictions imposed on Russia, its entities, and individuals, and gain insight into...

May 17, 2022

Yield Protection and Increased Costs Provisions—Trending in Which Direction?

Make sure you are up to date on the latest trends in increased costs and yield protection provisions in credit agreements. This practice note discusses current market trends in publicly filed credit agreements from the last quarter of 2021 and the beginning of 2022. READ NOW » Related Content Yield Protection Clauses in Credit Agreements Read this practice note to understand yield protection clauses in credit...

May 17, 2022

Make Sure You’re Diligent Before You Drill

With a worldwide energy crisis brewing and no end in sight, exploration and production companies are rushing to lease acreage and drill additional wells. Help your clients understand the ins-and-outs of due diligence for new lease transactions so they can focus on what’s important—producing more energy—rather than getting tangled up in contract disputes. READ NOW » Related Content Ukraine...

May 17, 2022

I Can See Clear(er) Now: Prescription Drug Reporting

A new prescription drug reporting mandate, which was adopted as part of the 2021 Consolidated Appropriations Act (CAA) ( Pub. L. No. 116-260 ), requires group health plans and health insurers to report detailed data about prescription drug pricing (including rebates) and healthcare spending. The first reports are due by December 27, 2022, and annually thereafter. READ NOW » Related Content Transparency Disclosure...

May 17, 2022

Catch Up on Connecticut’s Consumer Privacy Law

Connecticut just became the fifth state with comprehensive consumer privacy legislation after California, Virginia, Colorado, and Utah. Passed by the General Assembly on April 28, 2022, SB 6 was signed by Governor Ned Lamont on May 10, 2022. The law will become effective on July 1, 2023. See this article for Representative Mike D'Agostino’s keen insights on how the law came to be passed by Connecticut legislators...

May 17, 2022

Do You Know Who You're Dealing With?

Gain knowledge regarding measures that counsel for suppliers can take to contractually mitigate exposure with respect to third-party participants in the supply chain. READ NOW » Related Content Supply Chain Fundamentals Read an overview of the supply chain, including what the supply chain is, marketing and distribution channels, critical supply chain legal issues, and laws and regulations related to the...

May 17, 2022

Financial Fingerprints: Internal Investigations: Retaining and Working with Forensic Accountants

Forensic accountants are accounting specialists who analyze data to detect anomalies, questionable activity, and fraud. Use this practice note to identify the need for forensic accountants, learn how to retain them, and get best practices for working with them throughout an internal investigation. READ NOW » Related Content Liability of Compliance Personnel at Financial Institutions Look at the individual...

May 17, 2022

Loose Lips on Facebook Sink Lawsuits

Check out our best practices for obtaining social media content through discovery. Read Now » Related Content E-discovery: Planning for and Conducting E-discovery (Federal) Find out how to plan and conduct electronic discovery (e-discovery) in a federal case, including the permitted scope of e-discovery, the duty to preserve electronically stored information (ESI), and metadata issues. Preserving Evidence...

May 17, 2022

Who Wins in Bankruptcy – the Lessee or the Purchaser?

You represent a Chapter 11 debtor that wants to sell its property free and clear of its tenant’s possessory interest. The tenant wants to retain its rights for the rest of the lease. You need to figure out whether the debtor can extinguish the rights of the tenant through a sale under Section 363(f) of the Bankruptcy Code. The Fifth Circuit recently weighed in on this question. READ NOW » Related Content...

May 17, 2022

Adventures in Joint Ventures

Joint ventures combine elements of typical commercial agreements between entities with elements of full mergers or acquisitions. Therefore, they may be governed by both Section 1 of the Sherman Act and Section 7 of the Clayton Kit. Our resource kit includes materials for understanding both types of antitrust risk. READ NOW » Related Content Joint Venture Antitrust Considerations Read a thorough treatment...

May 10, 2022

Links to Essential Tax Answer Books Now Available on Practical Guidance

LexisNexis® recently licensed several highly regarded Wolters Kluwer Answer Books helpful for tax practitioners, especially in answering, quickly and easily, key questions in the area of employee benefits, deferred compensation, and payroll taxation. These books include the 401(k) Answer Book, Annuities Answer Book, ERISA Fiduciary Answer Book, Nonqualified Deferred Compensation Answer Book, the Payroll Answer Book...

May 10, 2022

Learn How to File a Mechanic’s Lien

A mechanic's lien is a security interest in real estate upon which work was performed and materials furnished. Mechanic's liens in Colorado have a super-priority, making them an effective payment tool for those providing labor and materials to improve real property. Access our new Colorado Mechanic's Lien Resource Kit to ensure your client’s interests are protected. Be sure to check out the Related Content...

May 10, 2022

Custody Rule(s)! Ensure Your Compliance When You Hold Client Securities

After some high-profile scandals involving the misappropriation of client assets, the U.S. Securities and Exchange Commission (SEC) has taken significant steps to enhance the safekeeping of client funds and securities by investment advisers including adopting Rule 206(4)-2 under the Investment Advisers Act of 1940, otherwise known as the Custody Rule. Among other things, the Custody Rule mandates that registered investment...

May 10, 2022

Forward to the Future: Get Up-To-Date with Technology M&A Transactions

The technology M&A sector has seen significant deal activity in the past few years, including multiple deals in excess of a billion dollars and numerous smaller, strategic deals. Technology deals present certain intricacies that M&A counsel must be aware of, and Practical Guidance has you covered. Stay up-to-date with key industry-specific considerations that affect all aspects of technology M&A deals, including...

May 10, 2022

Links to Essential L&E Answer Books Now Available on Practical Guidance

LexisNexis® recently licensed three highly regarded Wolters Kluwer Answer Books essential for L&E practitioners: Employment Law Answer Book, Wage and Hour Answer Book, and Payroll Answer Book. Practical Guidance L&E provides links to key sections of these books in related content, e.g., links to relevant sections of the Wage and Hour Answer Book in our practice note on the Fair Labor Standards Act (FLSA) white...

May 10, 2022

Answering a Complaint in Copyright Infringement Litigation

Streamline your drafting with this Answer template complete with drafting notes. READ NOW » Related Content Complaint (Copyright Infringement) Tailor this form to the facts of your case when drafting a complaint alleging copyright infringement of a federally registered copyrighted work. Pre-suit Considerations in Copyright Litigation Consider and discuss with your client the key issues laid out in...

May 10, 2022

Mischief Mismanaged: A Marauder’s Map for Managed Care Litigation

Tap your magic wand on this document to reveal managed care litigation secrets, without even having to solemnly swear you are up to no good. Contract disputes between members and health plan participants, negligence claims, and disputes between providers and managed care operations about payment for member care are among the riddles deciphered in this practice note. READ NOW » Related Content Managed Care...

May 10, 2022

U.S. Derivatives Recordkeeping Regulation for Security-Based Swaps

The Security Exchange Commission (SEC) adopted a final set of rules, and related amendments, to the Recordkeeping and Reporting Requirements for Security-Based Swap Dealers, Major Security-Based Swap Participants, and Broker-Dealers. The framework contemplated under the Dodd-Frank Act for U.S. derivative reporting is explored in detail, to aid institutions in the development of compliance processes for security-based...