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...

January 27, 2021

Capitol Insurrection: Can Employees Be Terminated for Off-Duty Conduct?

In the days following the recent riot at the U.S. Capitol, there have been many reports of employees being terminated or suspended due to their participation. Are you prepared to advise employers on laws that prohibit discrimination against workers because of their off-duty conduct, including their political activities? READ NOW: Off-Duty Conduct and Lawful Activities Discrimination State Law Survey » Related...

January 27, 2021

Help Is Here: New PPP Loans Are Available

Learn the rules and conditions of the new tranches of Paycheck Protection loans. The SBA has recently set 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 NOW » Related Content The “New and Improved” Paycheck...

January 27, 2021

2020 Hindsight and What’s on the Horizon for New York Real Estate in 2021

COVID-19 upended the New York real estate market in 2020. Learn about these changes and what to expect in 2021. READ NOW » Related Content Force Majeure Clauses (NY) Learn to draft, negotiate, and understand force majeure clauses in New York real estate contracts and leases. Purchasing and Selling Commercial Real Estate Resource Kit (NY) Access everything you need for a New York commercial purchase and...

January 27, 2021

Check Yourself Before You Wreck Yourself: Form 10-K Form Check: Checklist

Public companies with their fiscal year ending December 31, 2020 must file an annual report on Form 10-K by March of this year. Use this checklist to keep your clients’ filings compliant. READ CHECKLIST NOW » Related Content Smaller Reporting Companies: Disclosure and Reporting Requirements Understand SRCs’ recently updated scaled disclosure requirements. LIBOR Phase-Out 2021 Risk Factor Disclose...

January 27, 2021

Lessons Learned From a Virtual ITC Patent Trial

This article discusses 10 lessons learned from the authors’ recent experience conducting a virtual trial in a patent case before the International Trade Commission (ITC). READ NOW » Related Content ITC Section 337 Investigations in Patent Infringement: Overview Learn more about ITC Section 337 investigations involving patent infringement allegations, including the substantive elements of a Section...

January 27, 2021

A Focus on Environmental Risks in M&A Transactions

In an increasingly virtual world, environmental risks remain an important area of focus in M&A transactions. Buyers must be aware of potential environmental liabilities associated with the acquisition of a particular target and understand how to effectively allocate any environmental risks. This practice note, drafted by Annemargaret Connolly and Thomas D. Goslin of Weil, Gotshal & Manges LLP, discusses environmental...

January 27, 2021

Trust in Trustees?

You are suddenly served with a motion filed by the U.S. Trustee for appointment of a Chapter 11 Trustee in a complex Chapter 11 bankruptcy proceeding you are involved in. You spent months prior to the bankruptcy filing negotiating directly with the debtor’s management. Now, the U.S. Trustee is alleging that the debtor’s senior management grossly misled public shareholders during an annual meeting of the stockholders...

January 22, 2021

Insurance for Cyber Risks in M&A Transactions

Cyberattacks are an increasingly common risk for corporations in the modern age. As a result, sophisticated buyers in a mergers & acquisitions (M&A) transaction often need to do more than perform cyber due diligence when mitigating cyber risks connected to the acquisition of a target company. This practice note, drafted by Jennifer H. Thiem and Jeffrey J. Meagher of K&L Gates LLP, discusses two important options...

January 22, 2021

EEOC Intervention in Discrimination Cases: New Wave Pending?

With the new presidential administration, there could be a significant uptick in enforcement activity by the U.S. Equal Employment Opportunity Commission (EEOC). Are you prepared to advise employers on the EEOC complaint and investigation process? READ NOW » Related Content EEOC Enforcement of Anti-Discrimination Laws: Key Considerations Review essential guidance on how federal, state, and local administrative...

January 22, 2021

Do You Wanna Be Startin’ Somethin’? Check Out the New Start-Up Resource Kit!

This comprehensive resource kit includes Practical Guidance materials for an array of legal needs and detailed practice notes, forms, and checklists. The Start-Up Resource Kit includes content from the spectrum of Practical Guidance practice areas to identify areas of importance for start-up companies. The resources identified in this resource kit provide valuable guidance and insights to start-up company founders and...

January 22, 2021

Trademark Modernization Act and Its Impacts on Trademark Practice

This article discusses the key changes to trademark law contained in the Trademark Modernization Act of 2020 (TMA), including a rebuttable presumption of irreparable harm, a process for submitting third-party evidence during trademark examination, shortened office action response periods, and new ex parte expungement and reexamination procedures for canceling existing registrations. READ NOW » Related Content...

January 22, 2021

Cybersecurity Risk Factors: Drafting Tips and Best Practices

Review this form of risk factors that describes cybersecurity issues and potential risks, and may be included in a public company’s annual and periodic reports, registration statements, and other offering documents and filings with the U.S. Securities and Exchange Commission (SEC). READ NOW » Related Content Lawyers’ Data Targeted in String of Bar Association Hacks Access this article for the...

January 22, 2021

What’s Your Excuse? Conditions That Will Excuse Nonperformance After Contract Formation

Learn about various conditions that may arise after contract formation that will justifiably excuse a party’s performance obligations. READ NOW » Related Content Excuses for Nonperformance: Conditions Preceding Contract Formation Read and compare why a party’s contractual obligations may be excused as a result of conditions existing prior to contract formation. Duty and Performance Requirements...

January 22, 2021

Crossing the Threshold: Schedule 13D or 13G Filing Chart

Under the Exchange Act, beneficial owners of more than 5% of certain equity securities must disclose such ownership on either Schedule 13D or Schedule 13G. The deadline to file periodic disclosure is 45 days after the end of the calendar year, whereas the initial filing deadline is relative to the acquisition date. Gear up to get these filings in on time with this chart. SEE FULL CHECKLIST » Related Content...

January 22, 2021

The Role of Economics in Merger Reviews

Economists and economic analysis can aid merging parties in the review of horizontal mergers. Our practice note, written by an economist for a legal audience, reviews the economic analysis and economic tools that economists might employ during a merger review to assist you in your analysis and advocacy. READ NOW » Related Content Federal Merger Enforcement Tracker Track DOJ and FTC merger enforcement. ...

January 22, 2021

Tax Provisions of the Consolidated Appropriations Act, 2021

The Consolidated Appropriations Act, 2021, signed by President Trump on December 27, 2020 (Pub. L. No. 116-260), includes a number of tax provisions, many of them extenders. One of the most remarkable provisions is Congress’s decision, contrary to that of the IRS, to treat expenses satisfied with the proceeds of a forgiven Paycheck Protection Program (PPP) loan as tax deductible, which is made more remarkable in...

January 21, 2021

Changes to Rule 30(b)(6); Six Tips for Mastering the New Prerequisite

Changes to Rule 30(b)(6); Six Tips for Mastering the New Prerequisite As of December 1, 2020, before you depose an entity, you must confer in good faith with the entity about the matters for examination. We’ve got these practice tips. READ NOW » Related Content Notice of Rule 30(b)(6) Deposition (Federal) Find a form Rule 30(b)(6) notice of deposition that may be used to take the deposition of a...