February 10, 2021

Show Me the Assets! Find What You Need for Your Next Asset Deal

Are you representing a client in a major asset acquisition? Whether you’re a seasoned M&A attorney or just starting your practice, find what you need, for each stage of the process, with the Practical Guidance Asset Acquisition Resource Kit. From letter of intent templates and IP due diligence guidance, to pro-buyer agreement templates and sample termination provisions, this resource kit has what you’re...

February 10, 2021

Get Ready for the Trump Impeachment Trial With This Flowchart

The evidentiary rules for the upcoming impeachment trial will not mirror those in the Federal Rules of Evidence. Spot the similarities and differences when it comes to the admissibility standard. 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 as the Rule 34 requirements, the permitted...

February 10, 2021

You Gotta Fight ... For Your Rights ... in IP!

Your corporate client is concerned about its intellectual property. The client is both a licensor and licensee of various patents, copyrights, and trademarks. Your client wants to understand what happens if the licensor or licensee of one of its intellectual property licenses files for bankruptcy protection. READ NOW » Related Content Sale of Intellectual Property Consider this practice note for a discussion...

February 10, 2021

How Do Lower HSR Thresholds Affect Your Clients’ Open Deals?

Hart-Scott-Rodino (HSR) thresholds change every year based on changes to gross national product (GNP). In most years, GNP increases, so HSR thresholds increase. However, this past year, GNP decreased, so the HSR thresholds will decrease. Therefore, transactions that have not yet closed and that may not have been reportable under the current thresholds, may be reportable under the thresholds that will take effect in early...

February 03, 2021

Relationship Advice: Working With In-House Counsel

To maintain a good (and hopefully growing) relationship with in-house counsel, you must carefully set and manage expectations both with respect to the cost of the legal services and the potential outcomes and likelihood of success. Learn proven strategies and practices for maintaining these important relationships. READ NOW » Related Content Client Intake Form (Federal) Find a client intake form that is...

February 03, 2021

Final $1 Million Pay Cap Regs: Do You Know Who Your Covered Employees Are?

Final Section 162(m) regulations published in December 2020 are largely the same as the proposed regulations from the prior year; but some key variations exist. Read this four-step article from Crowell & Moring attorneys and learn how to mitigate any surprises from the new rule. READ NOW » Related Content Deductibility of Executive Compensation for C Corporations Discover more about Section 162(m) by...

February 03, 2021

Appetite for Construction? Check Out These Resources

2020 was a tumultuous year for the construction industry; but with an anticipated uptick in public infrastructure projects, as well as private distribution center, manufacturing, and tertiary-market office projects in 2021, it’s time to refine your construction documents. READ NOW Related Content Guaranteed Maximum Price Construction Agreements Learn to successfully negotiate a GMP construction contract...

February 03, 2021

Get the Benefit of the Bargain: Learn to Accommodate Benefit Plan Investors

Will—and how will—your fund clients accommodate benefit plan investors? What portion of a private fund’s investor base will be comprised of pension plan assets? Navigating these questions is critical for any fund manager and their legal counsel, and our Private Equity Fund ERISA Resource Kit provides guidance on the issues that arise when ERISA pension plan assets are invested in pooled investment funds...

February 03, 2021

Employees With Benefits: Form S-8 Form Check: Checklist

Public companies may use this form in a registered offering of securities under an employee benefit plan. Use this checklist to keep your clients’ filings compliant. SEE FULL CHECKLIST » Related Content Board Resolutions: Non-Employee Director Compensation Approval Help your client’s board of directors approve an S-8 offering to employees. Form S-8 Registration Statement Drafting and Filing...

February 03, 2021

It’s a Matter of Life and Fact-Finding: COVID-19 Life Insurance Claims Pre-Litigation

Get up to speed on the impact of COVID-19 during the pre-litigation phase of a life insurance claim with this practice note, which discusses issues that may lead to life insurance litigation. The practice note clarifies key life insurance principles, explains the essential parts of a life application and policy, and clarifies the “best interest” concerns that permeate all life insurance sales and claims. It...

February 03, 2021

How to Leverage Bitcoin Into a Secured Financing

Take advantage of the increased value of your cryptocurrency by using those assets to secure a bank loan. The law and financial industry have adapted to allow any conceivable asset of the borrower to be pledged to lenders in this way. Digital assets are no exception, though they have presented challenges that have not been entirely resolved yet. This practice note gets you up to speed. READ NOW » Related Content...

February 03, 2021

Can You Keep a Secret? Protecting Employers’ Confidential Info: Cybersecurity Best Practices

Access this practice note for guidance on cybersecurity measures available to employers to protect their confidential information and trade secrets. READ NOW » Related Content Workplace Internal Data Security Best Practices Resource Kit Check out this resource kit for an overview of best practices for developing and implementing an employee-facing internal data security program. Computer, Mobile Phone...

February 03, 2021

Extra Credit for Your Best Support

Learn about various credit alternatives you can use to support your client’s sale of goods transaction. READ NOW » Related Content Letters of Credit: Purpose and Types Read about how a letter of credit could help payment certainty in your client’s transaction. Letters of Credit: Parties and Documentation Read about the parties to a letter of credit and the various layers of documentation involved...

February 03, 2021

Acronym Updates: The CAA, PPP, and the SBA

Learn more about the impacts of the Consolidated Appropriations Act, 2021 (CAA) on bankruptcy proceedings, and in particular on small business debtors. The newly enacted amendments make important temporary changes to certain provisions of the Bankruptcy Code, including preference defenses, assumption and rejection of executory leases, and small business bankruptcy debtor access to PPP loans. READ MORE » Related...

February 03, 2021

COVID-19 Is Still Infecting the Employment Litigation Docket

Keep up with the various types of COVID-19 workplace cases employees have filed against employers to date with this recently updated and revised incisive litigation analysis by Fisher Phillips, LLP. READ NOW: COVID-19 Workplace Litigation Trends » Related Content Coronavirus (COVID-19) Face Masks State and Local Law Survey Learn about state and local orders and guidance governing face mask requirements relating...

February 03, 2021

Well, I Do Declare! Patent Expert Declarations Are Not So Obvious

Get tips on preparing a well-crafted expert declaration to support a motion for summary judgment of patent invalidity based on obviousness under 35 U.S.C. § 103. READ NOW » Related Content Summary Judgment Motion Brief (Obviousness) Adapt this form to prepare a brief in support of a motion for summary judgment of patent invalidity under 35 U.S.C. § 103 based on the obviousness issues and facts...

February 03, 2021

When Relationships Change: Stockholders’ Agreements in M&A Deals

Acquisitions of private companies can result in new relationships among stockholders: majority holders may become the majority, or target stockholders may become stockholders in the acquirer. A good stockholders’ agreement will set out each party’s rights and responsibilities in the new relationship, and is key to avoiding costly conflicts in the future. Learn about common provisions and negotiation strategies...

February 03, 2021

What Non-U.S. Clients Need to Know About U.S. Antitrust Law

Non-U.S. clients need to know when foreign conduct may be reachable under U.S. antitrust law. The Foreign Trade Antitrust Improvements Act (FTAIA) defines the Sherman Act’s extraterritorial application. READ NOW: Foreign Trade Antitrust Improvements Act (FTAIA) and the Extraterritorial Reach of U.S. Antitrust Laws » Related Content Effect on Commerce in Federal Antitrust Cases Understand whether conduct...

January 28, 2021

Sherman Act Section 1 Basics

Courts interpret Section 1 of the Sherman Act to prohibit only unreasonable restraints of trade. The basic elements are (1) concerted activity, (2) unreasonable restraint, and (3) effect on interstate commerce or foreign trade. READ Sherman Act Section 1 Fundamentals » Related Content Horizontal Restraints Understand why agreements among competitors are most risky. Resale Price Restraints in Vertical Agreements...

January 28, 2021

Run for the Exits: Multi-Process Exit Transactions in Private Equity

When a private equity fund or other owner of a private business undertakes an exit transaction, it does so after much planning and preparation. An exit transaction is a dramatic event in the life of a business, and the controlling shareholder(s), the board, and management should carefully consider their alternatives in terms of expected value and ease of execution. In many cases, fund sponsors anxious to get payments...

January 28, 2021

All in the Family: Domestic Partnership/Same-Sex Marriage/Civil Union State Law Survey

With COVID-19 impacting insurance in significant ways, companies are revisiting policy language and tightening the contract provisions that delineate family members entitled to coverage. Get a 50-state perspective on the laws, regulations, and cases that address various evolving family relationships in the insurance context. Includes information across all U.S. jurisdictions on the legality and constitutionality of domestic...

January 28, 2021

Data Retention and Disposal Regulation: State Law Comparison Survey

Access this survey for an overview of each state’s laws regulating the disposal or destruction of records containing sensitive personally identifying information stored by an organization. READ NOW » Related Content Privacy Policies: Drafting a Policy Check out this practice note for guidance on key issues a practitioner should consider when drafting or reviewing a client’s privacy policy, including...

January 28, 2021

Litigation Trends; Federal Rules and Standards Continue Spreading to States

States have looked to the federal system in recent overhauls of their civil litigation practices. For example, Texas has just adopted an initial disclosures requirement, and Florida has taken on the federal summary judgment standard. READ NOW: Florida Changes » READ NOW: Texas Requirements » Related Content Rule 26(a) Initial Disclosure Requirements (Federal) Find a discussion of Rule 26(a)’s...

January 27, 2021

Are You Damaged?

Has your client been damaged from a breach of a commercial contract? Learn about different types of recoverable damages and the contractual provisions that can help protect them from being exposed to damages. READ NOW » Related Content Damages for Breach of Commercial Contract Checklist Use this checklist as you review the types of damages and interest available. UCC Damages and Remedies Learn about damages...

January 27, 2021

Don’t Forget Me! Tax Considerations in M&A Transactions

Tax plays a critical role in many M&A transactions. Attaining the desired tax consequences is a significant consideration when planning and structuring an acquisition. This resource kit collects Practical Guidance that addresses tax considerations in the M&A space, such as: whether the transaction can and should be tax-free to some or all parties; the amount of any gain recognized by the sellers; and the tax treatment...