July 23, 2024

Buy Me to the Moon! Learn about Tax Considerations for Buyers and Sellers in M&A Deals

The best way to learn about the tax considerations for buyers and sellers in M&A transactions is to study the different M&A deal types. This practice note focuses on the typical tax consequences of mergers and acquisitions, organized by deal type (asset purchase agreement, stock purchase agreement, and merger transactions), to provide the practitioner with practical advice. Asset purchases present some interesting...

July 23, 2024

Evictions Aren’t Just for Unpaid Rent

While landlords initiate many evictions for rent payment defaults, they also evict tenants for other lease breaches and violations of federal, state, or local laws. Both landlords and tenants should familiarize themselves with potential tenant eviction grounds. Check out this article discussing an eviction filed against a Florida aquarium and the various reasons for bringing the lawsuit. Read now » Related Content...

July 23, 2024

Evictions Aren’t Just for Unpaid Rent

While landlords initiate many evictions for rent payment defaults, they also evict tenants for other lease breaches and violations of federal, state, or local laws. Both landlords and tenants should familiarize themselves with potential tenant eviction grounds. Check out this article discussing an eviction filed against a Florida aquarium and the various reasons for bringing the lawsuit. Read now » Related Content...

July 23, 2024

“Insure” the Success of Your Next Deal with These Representations and Warranties Insurance Resources

Representations and warranties insurance (RWI) continues to evolve to meet the challenges of today’s M&A market. Keep your skills and knowledge sharp with RWI resources from Practical Guidance! Our comprehensive practice notes, checklists, and expert insights will help you navigate everything from policy choice and insurer selection to conducting an underwriting call and binding coverage. Read now »...

July 23, 2024

You’ll be Transfixed—Watch Our New Video on Transgender Employee Workplace Compliance

Are you interested in recent key legal developments in transgender law in the workplace? Watch our new Transgender Employee Compliance in the Workplace: Key Employer Steps Video , by Kimberley E. Lunetta of Morgan, Lewis & Bockius LLP. Watch now » Related Content Workplace Diversity, LGBTQ, and Racial and Social Justice Resource Kit Access Practical Guidance content on workplace diversity; lesbian, gay...

July 23, 2024

Non-fungible Token Purchase and License Agreement

Use this template to draft a purchase and license agreement governing the relationship between a creator and buyer of a non-fungible token (NFT) sold through a recognized, public, third-party marketplace. Read now » Related Content Smart Contracts Check out this practice note for a current overview of smart contracts and considerations for those interested in implementing smart contracts in their business...

July 23, 2024

Gloom and Doom Continue to Loom: Homeowners Insurance Crisis

Remember the growing fears we reported about last summer ? The chaos continues. Read now » Related Content Homeowners' Insurance Discover the numerous factors involved in obtaining homeowners' insurance, the varieties of homeowners' insurance, and coverages provided by homeowners' insurance. First-Party Property Insurance Policies Review key components of commercial first-party property...

July 23, 2024

No Surprises Act Provider Disclosure Notice Checklist

Help healthcare providers and facilities, as well as health plans and insurers, understand and comply with the notice requirements of the federal No Surprises Act, enacted as Title I of Division BB of the Consolidated Appropriations Act, 2021 (CAA), Pub. L. No. 116-260. Use this checklist with providers, plans, and insurers to ensure patients receive required explanations regarding the act's protections against surprise...

July 23, 2024

Six Things to Know About the Post-Chevron Finreg Impact

Following the Supreme Court’s decision in Loper Bright Enters. v. Raimondo , 2024 U.S. LEXIS 2882 (2024) , which effectively overturned Chevron, U.S.A., Inc. v. NRDC, Inc. , 467 U.S. 837 (1984) , financial regulators stand poised to defend a range of rules and regulations. Review this Law360 article for analysis of the ruling and insights into potential impacts of the interpretation across the financial services...

July 23, 2024

Unitranche Financings: Key Risks and Considerations

Read this practice note by Michelle L. Iodice, Proskauer Rose LLP, outlining the evolution of the private credit and unitranche markets. This note provides a comprehensive overview of the unitranche financing structure and recent market trends. It includes an in-depth review of the key component parts of the agreement among lenders as well as a description of key bankruptcy-related risks and unique considerations present...

July 23, 2024

Unitranche Financings: Key Risks and Considerations

Read this practice note by Michelle L. Iodice, Proskauer Rose LLP, outlining the evolution of the private credit and unitranche markets. This note provides a comprehensive overview of the unitranche financing structure and recent market trends. It includes an in-depth review of the key component parts of the agreement among lenders as well as a description of key bankruptcy-related risks and unique considerations present...

July 23, 2024

Only You Can Prevent . . . an Oilfield Accident

The oilfield is one of the most dangerous workplaces on earth. Heavy equipment, loud noises, and the inherently dangerous process of drilling into a highly pressurized rock strata often combine to cause injuries and even death. Help your clients understand how they can prevent drilling and other oilfield accidents on their jobsites by reviewing our state law survey. Read now » Related Content OSH Act Requirements...

July 23, 2024

Stay—for Me! Using Retention Agreements to Keep Key Personnel During Turbulent Times

When an employer contemplates an acquisition, merger, or other corporate transaction, the employer often wants to be certain that key employees remain during (and often for a time after) the transition. Retention agreements are useful for this purpose and can provide for a retention bonus, enhanced severance, equity (including stock options or acceleration of such options), or a combination of these or other benefits...

July 23, 2024

Current Issues in Data Breach Class Action Settlements

There are new developments impacting the settlement of data breach class actions, including recent class certification decisions, claims rates and notices, aggregators and artificial intelligence, attorneys’ fees, and residual settlement funds. Find out more below! Read now » Related Content Data Privacy Class Actions on the Rise Podcast Check out this podcast discussion on the rise in privacy class...

July 23, 2024

Hot off the Press! Template Playbooks for your Legal Team

Obtain guidance for negotiating confidentiality agreements. This playbook template includes key provisions, drafting notes, and alternative language for unilateral confidentiality agreements from a disclosing party point of view. Download a copy to streamline your contract negotiation process. Read now » Related Content Unilateral Confidentiality Agreement Playbook (Pro-receiving Party) Compare this playbook...

July 23, 2024

Current SEC Focus in an Uncertain Artificial Intelligence Environment

The SEC has made rulemaking and enforcement a priority with respect to the artificial intelligence (AI) space. AI in public company disclosures, the incorporation of AI into advisory roles, and data protection concerns are a few of the categories of issues that the SEC is looking at for its proposed rules and enforcement priorities. Use this checklist to understand FinCEN’s guidance for beneficial ownership reporting...

July 23, 2024

Summertime and the Living is ESI…

ESI just doesn’t have the same ring to it. Regardless of the season, you must be prepared to deal with electronically stored information (ESI) during discovery. Check out the link below for a three-minute video from Jim Wagstaffe about producing ESI. Read now » Related Content Motion for Protective Order: Making the Motion (Federal) Follow Jim Wagstaffe’s guidance on obtaining a protective order...

July 23, 2024

I’m Still Standing!

Delaware bankruptcy courts have uniformly denied derivative standing to official creditors' committees in cases where applicable non-bankruptcy law provides that creditors do not have standing to bring claims on behalf of certain entities. Recently, a Delaware bankruptcy court went against these decisions and granted a creditor's committee’s motion to prosecute estate breach of fiduciary claims despite a...

July 17, 2024

Rebirth of the Antitrust Movement: 7 Essential Components of an Effective Compliance Program

By: Kemahl Franklyn The U.S. Department of Justice (DOJ) and a bipartisan multistate coalition have filed lawsuits this year against Live Nation Entertainment — the parent company of Ticketmaster — for alleged monopolistic practices. The goal of this aggressive antitrust enforcement action from the DOJ is to break up the company and free up competition in the live events industry. “Live Nation’s...

July 16, 2024

Need Cash Now? Current (Non-liquidating) Distributions from Partnerships

Current distributions, also known as non-liquidating distributions, are critical to a partnership's or limited liability company’s (LLC) operations since pass-through entities use current distributions to distribute earnings and other property to the entity's partners or members in the normal course of business. From a partnership tax accounting perspective, current distributions are important since they...

July 16, 2024

Is Your Real Estate Deal Impacted by PFAS?

Perfluorinated and Polyfluorinated Substances (PFAS) are found in many consumer products such as cookware, food packaging, cosmetics, and stain repellants, and can be released into the air, soil, and water, including drinking water sources. With the Environmental Protection Agency’s recent designation of PFAS as hazardous substances, real estate transactions (particularly brownfield redevelopment projects) may now...

July 16, 2024

The Secret Sauce: Key Negotiating Points for Successful Private Acquisitions

Navigating the intricate world of private company transactions requires a keen understanding of the key negotiating points that can make or break the deal. This checklist provides a general outline of commonly included provisions in an acquisition agreement, including structure, consideration, representations and warranties, covenants, and indemnification, among others. Dive in for a comprehensive roadmap to help you...

July 16, 2024

FDA Special Protocol Assessment for a Drug or Biologic

Understand how to prepare and submit a request to the FDA asking it to review critical elements of a protocol design. Read now » Related Content FDA Drug Regulatory Activity Tracker Follow new FDA regulatory activity affecting drug products and identify action items for attorneys including effective dates and compliance dates, deadlines for submitting comments in response to FDA proposed rules and draft...

July 16, 2024

“Willkommen, Bienvenue, Welcome”—International Business Travel to the United States

Are you interested in learning about immigration-related requirements, limitations, and strategies for business travelers to the United States? Read our new practice note, International Business Travel to the United States: Key Strategies for Entry and Admission , by Sari Long of Faegre Drinker Biddle & Reath. Read now » Related Content Immigration Compliance Resource Kit Review business immigration...

July 16, 2024

Initial Disclosures in Copyright Litigation

Review this quick reference checklist to understand considerations for initial disclosures in copyright litigation. Learn best practices for preparing and serving the initial disclosures required by Fed. R. Civ. P. 26(a), including timing, witnesses, document categories, damages, and more. Read now » Related Content Stipulated Protective Order Checklist (Copyright Litigation) Use this checklist to understand...