February 24, 2021

Don’t Be so Defensive! Defending Preference Actions

Your client is in a panic after receiving a letter demanding the return of millions in alleged preference payments. You need to reassure them about the multitude of potential preference defenses. READ NOW » Related Content Preferences See this practice note to understand preferences under Section 547 of the Bankruptcy Code. Fraudulent Conveyances Versus Preference Actions See this practice note for a discussion...

February 17, 2021

Sweet (Section) 16: Memorandum: Obligations of Directors and Officers Under Section 16

Section 16 insiders, (officers, directors, and principal stockholders of companies) are required to file Forms 3, 4, and 5 disclosing their holdings in each company. Use this template to draft a memorandum explaining these obligations to a company’s Section 16 insiders. READ NOW » Related Content Section 16 Training for Public Companies: Beneficial Ownership Reporting and Profit Disgorgement Presentation...

February 17, 2021

From Sea to Shining Sea: Insurance Coverage Litigation Across the 50 States

Grasp the big picture and drill down to specifics with our expanding collection of state law surveys that address key insurance coverage litigation topics. These comprehensive charts link to and analyze relevant case law, statutes, and regulations across jurisdictions, and address the duty to defend, choice of law, defense costs, punitive damages, and the right to independent counsel. Choice of Law for Coverage Disputes...

February 17, 2021

Keep This Between Us: Confidentiality in Lending

Learn how to use confidentiality agreements in financing transactions. Non-disclosure agreements are entered into between parties to a potential transaction to ensure that information delivered during negotiations is kept confidential and is used by the recipient solely for the purpose of deciding whether or not to participate in the transaction. READ NOW » Related Content Market Trends 2019/2020: Commitment...

February 17, 2021

To Arbitrate or Litigate—That is the Question

Learn about the advantages and disadvantages of arbitrating versus litigating a commercial dispute. READ NOW » Related Content Arbitration Laws Overview Get a general overview of arbitration laws in the U.S. Arbitration Clause Drafting Learn how to draft an arbitration clause and be aware of key issues. Arbitration Clauses Customize and include these comprehensive or simple form clauses when drafting...

February 16, 2021

Avoid the Potential Sting of Mandatory COVID-19 Vaccinations

In light of the COVID-19 vaccine rollout, employers must decide whether to require their workforce to be vaccinated and whether employees can properly avoid being vaccinated. Review this newly updated practice note by Colin Barnacle, L&E partner at Nelson Mullins, to help you advise employers on COVID-19 vaccine legal issues. READ NOW: COVID-19 Vaccination: Key Employment Law Issues » Related Content ...

February 16, 2021

Is Your Adversary a Buffoon? Tips for Taming the Beast

Your adversary’s rude or obstructionist actions could be their natural behavior or a calculated strategy to make your job more difficult. Either way, you must deal with this misconduct to protect your client’s interests. READ NOW » Related Content E-Discovery: Planning for and Conducting E-Discovery (Federal) Learn how to plan and conduct electronic discovery (e-discovery), covering topics such...

February 16, 2021

Mine, Mine, Mine; It’s All Mine! Sorting the Issue of State Taxation of Remote Workers During the Pandemic

The U.S. Supreme Court is deciding whether to review New Hampshire v. Massachusetts , a case that, if accepted, may decide if it’s constitutional for states to impose income tax on remote workers during the COVID-19 pandemic. The case involves nexus of remote workers during the pandemic, but could have broader application in states like New York, which ordinarily subject nonresident workers to its state income tax...

February 16, 2021

Tips on Drafting a Winning PTAB Appeal Brief

Review the requirements for appeal briefs and reply briefs in this checklist before appealing a patent examiner’s rejection of a patent application to the Patent Trial and Appeal Board (PTAB). READ NOW » Related Content Patent Applicant’s PTAB Appeal Brief Use this form as a starting point when drafting a PTAB appeal brief. Patent Applicant’s PTAB Reply Brief Use this form as a starting...

February 16, 2021

New Social Media Privacy State Law Compliance Guidance

This month, Practical Guidance is publishing new social media privacy state law Q&As for all 51 jurisdictions. These Q&As address whether a state has enacted social media account privacy legislation, describes the conduct that these state laws prohibit, and addresses exceptions to these state laws. Click below to access our new social media privacy Q&A for Delaware. READ NOW » Related Content ...

February 16, 2021

To Disclose or Not to Disclose? That Is the Question

M&A attorneys spend significant time negotiating the parties’ representations and warranties in an acquisition agreement. Disclosure schedules work in tandem with a party’s representations and warranties and play a critical role in the allocation of risk between the parties. Inaccurate or incomplete information in a disclosure schedule could lead to the failure of a closing condition to be met, or to a...

February 16, 2021

Scotty, We Need More Power! Oil and Gas Companies in Bankruptcy

It has been a trying time for the oil and gas industry, as energy companies continue to file Chapter 11 bankruptcies. Your energy client wants to know how those gas agreements will be handled in bankruptcy. READ NOW » Related Content Oil and Gas Assets See this practice note for a discussion of the oil and gas industry, the current market, and bankruptcy and other related issues. Oil and Gas: Exploration...

February 16, 2021

Smile if you Know the Exceptions to the Colgate Rule

College basketball fans think Colgate is a surprisingly good mid-major team. Dentists think Colgate is a dentifrice. But antitrust lawyers know that Colgate stands for the proposition that, generally, an economic actor can freely choose its business partners. Of course, skilled antitrust lawyers know the exceptions to the Colgate rule—that is, when refusals to deal by monopolists may violate the antitrust laws....

February 16, 2021

COVID-19 Protections for Residential Tenants

The COVID-19 pandemic and the resulting economic downturn have triggered unprecedented residential tenant protections at both the state and federal level. Get up to speed on this rapidly evolving area of law. READ NOW Related Content New York’s COVID-19 Emergency Eviction and Foreclosure Prevention Act of 2020 Offers Broad Benefits for Borrowers and Tenants Read about recently enacted protections for residential...

February 16, 2021

What’s Their Incentive? Examining Incentive Compensation in Startups

Traditional equity incentive compensation for a startup’s employees, including its founders and other associated persons, includes grants of stock (restricted or otherwise) and stock options (rights to purchase company stock at a discount in the future). This practice note identifies and discusses restricted stock, incentive stock options, and non-statutory stock options—three of the most common types of equity...

February 11, 2021

A Bridge Too Far? Private Equity Bridge Financing and Facilities

Bridge loan facilities are short-term loans that are used by borrowers until they are able to secure permanent financing for an acquisition. In the private funds context, private equity funds use bridge financing as a tool to provide the immediate cash necessary to complete transactions in advance of calling capital from fund investors. Many mid-market and large-market mergers and acquisitions require the acquiring party...

February 11, 2021

Short-Circuit: Short Selling Regulations

Short selling is a highly regulated practice used by many types of investors. Use this practice note to learn about Regulation SHO, Regulation M, Rule 10b-21, and other rules governing short sales. READ NOW » Related Content Regulation of Hedge Funds and Their Trading Activities Learn about the regulations applying to hedge funds: short selling, margin rules, anti-manipulation, and more. Hedge Funds Structure...

February 11, 2021

A Bully Is a Coward: Stop Workplace Bullying

Workplace bullying hinders worker productivity and lowers employee morale. It is essential to train managers and employees to identify workplace bullying and to take active steps to prevent and respond to it. READ NOW: Workplace Bullying Prevention and Response: Training Presentation » Related Content Bullying in the Workplace: Best Practices Understand workplace bullying and how such conduct affects employers...

February 11, 2021

Is the New Copyright Small-Claims Court a Viable Alternative to Litigation?

Get up to speed on the key provisions of the Copyright Alternative in Small-Claims Enforcement Act of 2020 (CASE Act)—which creates a new administrative forum (to be launched in late 2021) for resolving copyright disputes involving small claims of up to $30,000—and its potential impacts on federal copyright litigation. READ NOW » Related Content Pre-Suit Considerations in Copyright Litigation...

February 11, 2021

Business Continuity and Emergency Planning Best Practices

Review this checklist for guidance on developing business continuity plans (BCP), Emergency Action Plans (EAP), and Disaster Response Plans. It provides policies and procedures that a company should implement if there is a significant disruption to its business, which could include pandemics like the coronavirus (COVID-19). READ NOW » Related Content Business Continuity Plan Use this template to develop...

February 11, 2021

Getting Started—Keep it Confidential

Do you have clients starting up a new business? Acquire an understanding of measures you can take to protect your clients’ intellectual property and confidential information. READ NOW » Related Content Start-Up Companies—Avoiding Key Legal Mistakes Checklist Use this checklist to make sure you have considered the key legal issues when starting a company. Confidentiality and Non-Disclosure Agreements...

February 10, 2021

Quick Draw on the Second Draw: SBA Guidance on the PPP Restart Following the CAA, 2021

The Small Business Administration recently provided guidance on the restart of the Paycheck Protection Program (PPP) under the Consolidated Appropriations Act, 2021, including start dates and procedures, and issued two new interim final rules—one for first draw loans and one for second draw loans. This article discusses the program start-up and highlights key provisions of the two new implementing rules. READ...

February 10, 2021

Time to Get in the Zone? IRS Extends COVID-19 Relief for Opportunity Zone Investors

The IRS has extended a number of COVID-19 relief measures for qualified opportunity funds and their investors. This relief is welcome news for many, and we’ll bring you up to speed quickly. READ NOW Related Content Qualified Opportunity Zones: Fundamentals Learn the important facts about qualified opportunity zones. Existing Owners of Property in an Opportunity Zone—Right Place, Right Time? Find...

February 10, 2021

It’s a Matter of Life and Lawsuits: COVID-19 Life Insurance Claims Litigation

Get clarity on the potential bases for COVID-19-related civil actions on life insurance policies involving insurers, insurance intermediaries, policyholders, and beneficiaries with this practice note. It provides guidance on litigation basics like potential parties, choosing a cause of action, measures of damages, plus summons and service of process upon insurers. Jurisdiction and venue considerations, choice of law,...

February 10, 2021

Prenups for Lenders: Intercreditor Basics

Address creditor squabbles before they arise. This practice note gives an overview of the intercreditor agreement, including what it hopes to accomplish and its underlying provisions. The content below provides forms and a deeper dive into the topic. READ NOW » Related Content Intercreditor Agreements Resource Kit Access the resources you need to know about intercreditor agreements. This resource kits includes...