Use this button to switch between dark and light mode.
May 21, 2024

Parting Is Such Sweet Sorrow! Split-Up Transactions Are Sweeter When Nontaxable

A split-up transaction is a type of spin-off transaction that occurs when shareholders of a business want to part ways. The split-up may occur because shareholders want to take the business in different directions or they just may no longer want to work together. In a split-up, the parent corporation D dissolves and liquidates, distributing stock of one controlled corporate subsidiary to one or more shareholders and stock...

May 21, 2024

Navigating M&As Involving Real Estate Assets

Most merger and acquisition (M&A) transactions involve an owned or leased real estate asset. Real estate counsel are typically called upon to assist corporate counsel to ensure that all necessary steps are taken to close the real estate portion of the transaction. Use this checklist for step-by-step guidance pertaining to due diligence, review, and negotiation of M&A transactions involving real estate assets....

May 21, 2024

Prepare Your Summer Associates for Practice!

Practical Guidance has the resources and foundational content summer associates need to get up to speed and be a valuable part of the team from day one. This Summer Associate Resource Kit provides extensive coverage of what they need to know to excel in a law firm environment and to complete investment management tasks successfully. The first section provides professional development and career support with practical...

May 21, 2024

Broken Chains and Reduced Valuations: How the FTC’s Non-Compete Ban May Impact M&A

Unless you’ve been practicing under a rock, you’ve probably heard that the Federal Trade Commission (FTC) recently issued a final rule banning most employee non-compete clauses. You may even have heard that there’s an exemption for non-competes with sellers of a business. But did you know that even compensation clawbacks could be deemed to be a “non-compete clause” under the FTC’s final...

May 21, 2024

Navigate the Labyrinth of Dietary Supplement Labels

Review general labeling requirements for dietary supplements marketed in the United States with this helpful checklist. Read now » Related Content FDA Food and Dietary Supplements Regulatory Activity Tracker Monitor Food and Drug Administration (FDA) regulatory activity affecting food and dietary supplement companies. Points To Check When Selling Food Supplements Outside the U.S. Get a quick overview...

May 21, 2024

New Resources on Handling Union Organizing Campaigns

Have you had to deal with union organizing campaigns? Practical Guidance’s Union Avoidance Tactics and Tips practice note includes multiple citations to LexisNexis’s new treatise, Union Organizing Campaigns: Employer Manual , which provides guidance on preventive measures, describes the course of a typical organizing campaign, and highlights strategies that have been shown to be effective, as well as guidance...

May 21, 2024

AI and Copyright: Federal Litigation Case Tracker

Track key federal litigation concerning generative artificial intelligence (AI) and copyright. This tracker includes case summaries, links to filings, and published decisions. Read now » Related Content Copyright Registration of AI-Generated Works Checklist Review key considerations attorneys should evaluate when advising how to copyright AI and machine learning-generated works in the United States. ...

May 21, 2024

AI and Insurance: Alaska Leads the Regulatory Charge

Get clarity on the regarding insurers’ use of artificial intelligence (AI) systems recently adopted in Alaska. Read now » Related Content Artificial Intelligence Impacts on the Insurance Industry Guide insurers operating with AI through the important steps they must follow to implement compliance safeguards. Biometric Privacy and Artificial Intelligence Legal Developments Discover emerging issues...

May 21, 2024

New News Media Policy and Procedure!

Incorporate this new policy and procedure template into your healthcare organization’s compliance program. Review with your healthcare organization clients their policies on workforce interaction with news media representatives. Ensure your clients’ policies and procedures comply with applicable law and, most importantly, safeguard patient privacy, confidentiality, and the healthcare organization's reputation...

May 21, 2024

Republic First Bank Fails in Biggest Bust Since 2023 Turmoil

Republic Bank's failure in 2024 followed closely on the heels of the bank failures of Silicon Valley and First Republic Bank in 2023. Recent legislation (proposed and final) seek to address risks related to elevated interest rates, management, credit, and liquidity struggles. For an in-depth analysis of the ongoing challenges confronting the organization and the banking industry as a whole, refer to this Law360 article...

May 21, 2024

Understanding Collateralized Fund Obligation Transactions

Read this new practice note by attorneys at Dechert LLP discussing the latest trends in collateralized fund obligation transactions (CFOs). CFOs have attracted increased interest in the past few years as a method for financing equity interests in private funds. The practice note describes the basic elements of a CFO, execution of a CFO, regulatory issues related to CFOs, how a CFO differs from other similar transactions...

May 21, 2024

Taking Stock: Really! Lower Your Taxes by Receiving In-Kind Employer Stock When Cashing-Out of Your 401(k) or ESOP

If a qualified plan, like a 401(k) plan or an employee stock ownership plan (ESOP), offers employer securities as an investment, and the participant, on termination of employment, takes a total plan distribution (a lump-sum distribution) that includes actual shares of those securities, the participant has an opportunity to lower their income tax burden on the plan distribution. If the stock has appreciated in value while...

May 21, 2024

Navigating Litigation: Decrypting Standing in Data Breach Cases

Wilmer Hale attorney authors give the lowdown on recent data breach decisions and what “risk of future injury” courts are finding sufficient to confer standing on plaintiffs. Read now » Related Content Data Breach Notification Resource Kit Check out these Practical Guidance resources covering data breach management and notification requirements. Privacy, Cybersecurity, and Data Breach Litigation...

May 21, 2024

Be a Winner! Rules for Games of Chance

Are your clients engaged in any sweepstakes, contests, and prize promotions to promote their goods and services? Learn about important issues relating to games of chance and ensure your clients' compliance with applicable laws and regulations. Read now » Related Content Drafting Sweepstakes and Skill Contest Rules Learn how to draft the official rules for a sweepstakes or a skill contest. Sweepstakes...

May 21, 2024

Indemnification Clauses: Tricky but Essential

Indemnification clauses are essential for allocating risk on construction projects. Most states have anti-indemnity statutes that limit the permissible scope of indemnification in construction-related contracts and these statutes vary by state. Read now » Related Content Risk Allocation Strategies for Design Professionals Read this practice note for guidance on risk allocation strategies for design professionals...

May 21, 2024

FINRA Trends and Developments: March 2024

The Financial Industry Regulatory Authority (FINRA) is an agency that regulates virtually all broker-dealers. Read this article for information relating to recent rule proposals, FINRA’s response to AI, recent litigation, enforcement matters, and notices and rule filings. Read now » Related Content FINRA Resource Kit Find practice notes, templates, checklists, and more related to interacting with FINRA...

May 21, 2024

Seven Survival Skills: Summary Judgment Edition

Need to make or oppose a motion for summary judgment this May? Follow these seven sure-fire skills for winning or avoiding case dispositive summary judgment rulings in this practice note. Jim Wagstaffe has you covered with winning guidance to ensure the most successful outcome for your motion practice. Check out the link below! Read now » Related Content Civil Litigation Process Map: Summary Judgment (Federal...

May 21, 2024

Can the Government Really Do That?

Although broad, the automatic stay does not protect a debtor against everything. Section 362(b) contains exceptions to the automatic stay, which reflect policy decisions made by Congress. Check out this practice note discussing the exceptions to the automatic stay specifically applicable to governmental units and agencies. Read now » Related Content Automatic Stay Read this practice note to determine whether...

May 15, 2024

Practical Guidance Offers Help with Workplace Issues during Mental Health Awareness Month

According to recent studies, over 20% of Americans struggle with some form of mental illness. To help advise employers on legal and practical workplace mental health issues, see this superb practice note, Mental Health Issues at Work, by Jennifer Mathis, Lewis Bossing, and Sara Frank of the Bazelon Center for Mental Health Law. Read now » Related Content Americans with Disabilities Act: Guidance for Employers...

May 14, 2024

A Rose by Any other Color. Municipal Bond Interest Can Be Taxable

Under IRC § 103(b)(2) , interest which would otherwise be excluded from gross income under IRC § 103(a) is instead subject to federal income taxation if the obligation is classified as an arbitrage bond. Arbitrage bonds are one of several exceptions to the federal income tax exemption for interest on obligations issued by governmental entities. These bonds are obligations that are reasonably expected to be used...

May 14, 2024

Rent Reductions for Commercial Tenants

Landlords and tenants often negotiate rent abatement clauses. These clauses are used as a lease incentive and also as a remedy when tenants are prevented from using or profiting from the premises due to a condition of the leased property or a landlord violation of the lease. Incorporate the rent abatement clauses below in commercial leases. Read now » Related Content Rent Concession Clause (Commercial Lease...

May 14, 2024

FinCEN Adds New Commentary to Corporate Transparency Act FAQ

The Financial Crimes Enforcement Network (FinCEN) recently updated its Frequently Asked Questions page regarding beneficial ownership information reporting under the Corporate Transparency Act (CTA). The new FinCEN comments provide insight on the breadth of “reporting company” and “beneficial owner” definitions, as well as access to beneficial ownership information, under the CTA. Find more detail...

May 14, 2024

Demystifying Means-Plus-Function: The Ins and Outs to MPF Statements

Explore the law on means-plus-function claiming with this practice note describing when a utility patent claim should be interpreted as a means-plus-function or step-plus-function claim (functional claims) in accordance with 35 U.S.C. § 112(f) and the sixth paragraph of pre-AIA 35 U.S.C. § 112. Explore how the scope of a functional claim should be construed and applied for purposes of determining infringement...

May 14, 2024

Cyber Insurance Video Marathon: The Right Stuff

Check out the final episode in Tom Bentz’s four-part video series for insight on how to pick the right broker and the right carrier to advise on acquiring the right cyber liability policy. Watch now » Related Content Cyber Insurance: Basics Video Get clarity on cyber coverage basics and the difficulties that can arise when choosing among cyber liability policies. Cyber Insurance: Critical Insurance...

May 14, 2024

New Contract Request Form Template!

Add this template to your clients’ existing contract lifecycle management processes. This template provides a request form to be used by all members of a healthcare organization's workforce when requesting any contract involving the organization. This form document supplements a healthcare organization's contract review and approval policy and should be made a mandatory part of the organization's contracting...