October 08, 2024

Unlocking the Blueprint: Essential AIA Contract Insights for Your Clients

The AIA Resource Kit provides a comprehensive listing of Practical Guidance resources related to American Institute of Architects (AIA) construction forms, including guidance for selecting and completing the appropriate AIA agreements for any construction transaction and state law adaptations of the AIA forms. Read now » Related Content Owner and Contractor Agreement Resource Kit Discover our collection...

October 08, 2024

The Big Three & ESG: A Guide to BlackRock, State Street, and Vanguard Proxy Voting Policies and Guidance on Key ESG Issues

The voting policies of three of the biggest institutional investors have an outsized influence on their portfolio companies and on the market as a whole. For counsel representing public companies, it is necessary to review their policies while preparing for the 2025 proxy season. Review this checklist for an overview of recent changes in their environmental, social, and governance (ESG) voting policies relating to board...

October 08, 2024

For Discovery Disputes, Who You Gonna Call? Your Judge

Discovery disputes during spooky season can make opposing counsel seem especially ghoulish. We asked a former U.S. Magistrate Judge when you should contact your judge when the Ghostbusters won’t cut it. Just because you “ain’t afraid of no ghost,” doesn’t mean you should charge headlong into chambers. Check out a federal judge’s tips on when and how to contact your judge about discovery...

October 08, 2024

Hypothetically, Can we Assign this Contract?

After all these years, we are still trying to figure out whether a trustee or DIP may assume or assign a contract that cannot be assigned under applicable law without the non-debtor counterparty's consent. Check out this expertly drafted article discussing a recent bankruptcy court decision addressing whether the actual or hypothetical test should be used to make this determination. Read now » Related Content...

October 01, 2024

Block-and-Tackle: Using Blocker Corporations in Private Equity Planning

When tax-exempt or non-U.S. taxpayers invest in U.S. businesses, unwanted and unintended U.S. tax obligations can follow without careful planning. Blocker corporations have become a common strategy employed by private equity (PE) funds, particularly in buyout transactions, to shield or block various tax attributes from automatically flowing through to the ultimate owner or taxpayer. By understanding the role of blocker...

October 01, 2024

Conducting Phase I Environmental Site Assessments

Obtaining a Phase I environmental site assessment (ESA) is essential to conducting environmental due diligence for commercial real estate transactions. The goal of a Phase I ESA is to evaluate readily available evidence to identify sources of potential environmental liability and risk for the subject property. Read this practice note to learn more about Phase I ESA under the American Society for Testing and Materials...

October 01, 2024

Draft a Clause: A Survey of AI-related Provisions in M&A Transaction Agreements

Artificial intelligence (AI) tools and resources are inundating the news, social media, professional seminars, and inboxes. AI is part of every conversation across industries and professional services, and more and more businesses are integrating these tools into their operations. Whether AI is used in the hiring process, to track inventory, as part of contract management, or any other part of the business, or if developing...

October 01, 2024

Take Matters Into Your Own Hands: Read Our Updated Private Attorneys General Act (PAGA) Note

Do you need guidance in defending against claims brought under the recently overhauled California's Private Attorneys General Act (PAGA)? Read Private Attorneys General Act in California: Defending against PAGA Claims by Steven P. Gallagher of Fox Rothschild LLP. READ NOW » Related Content Arbitration Agreement and Class Action Waiver Enforcement in Employment Litigation Learn about key arbitration and...

October 01, 2024

Triumph Before the TTAB: Drafting a Persuasive Opening Trial Brief

Confidently present your case in chief to the Trademark Trial and Appeal Board (TTAB) with this opening trial brief that an opposer/petitioner (plaintiff) may use in an opposition or cancellation proceeding before the TTAB. Sample arguments based on likelihood of confusion and dilution are also included. Read now » Related Content Defendant's Opening Trial Brief (TTAB) Defend at the TTAB with confidence...

October 01, 2024

AI Programmed Just To Do Anything You Want It To: Common Themes in State AI Legislation

Learn about state bills targeting algorithmic discrimination and automated decision-making, and unique approaches to AI in outlier legislation from California. Read now » Related Content Locke Lord QuickStudy: Insurance Regulators ‎Continue to ‎Grapple with the Rapid Development ‎and ‎Use of Artificial ‎Intelligence Review guidance for practitioners and insurers regarding discussions...

October 01, 2024

Financial Assistance Policy Compliance Checklist for Hospitals and Health Systems

Get clear guidance on developing, implementing, and monitoring a nonprofit hospital or health system’s financial assistance policy to maintain their tax-exempt status. Read now » Related Content Healthcare Transaction State Premerger Notification Requirements State Law Survey Monitor state laws and pending state legislation that impose premerger notification requirements on transactions (e.g., mergers...

October 01, 2024

NEW: Consumer Finance Innovations - Regulatory Tracker

Practical Guidance is pleased to offer a new regulatory tracker titled Consumer Finance Innovations . This tracker provides regulatory and policy developments regarding innovation and advanced technologies in consumer financial services including big data, artificial intelligence (AI), and blockchain based solutions. READ NOW » Related Content Dodd-Frank Wall Street Reform and Consumer Protection Act Key...

October 01, 2024

Private Credit Market Trends

Read this recently updated practice note by M. Shams Billah, Barnes & Thornburg LLP, discussing the background and benefits of private credit transactions as compared to public credit, as well as best practices for approaching the private credit market, key negotiation points, and recent market trends. READ NOW » Related Content Credit Agreement Resource Kit Browse this resource kit providing an overview...

October 01, 2024

Environmental Regulation is Sometimes the Toughest Part of Drilling an Oil Well

Enforcement and expansion of Federal environmental regulations often brings significant complexity to an oilfield drilling site. Help your clients navigate the regulatory minefield by staying up to date with our practice note titled Federal Environmental Regulations Affecting Oil and Gas Operations. Read now » Related Content Dangerous Oil and Gas Waste Management Understand the risks associated with oil...

October 01, 2024

Parity is Paramount: Understanding the New Mental Health Parity Final Regs

IRS, Treasury, DOL, EBSA, HHS, and CMS have jointly issued final mental health and substance use disorder regulations with a focus on improving mental health coverage in group health plans and insured plans so that nonquantitative treatment limitations (NQTLs) are ‘‘no more restrictive’’ than the predominant requirements and limitations that apply under the plan to substantially all medical/surgical...

October 01, 2024

New! Discover Our New Biometric Privacy Policy with Practical Tips and Drafting Insights

Companies that process biometric information can adapt this new template, including practical guidance, drafting notes, and optional and alternate clauses, to comply with the Illinois Biometric Information Privacy Act, the Texas Capture or Use of Biometric Identifiers Act, and Washington's HB 1493 biometrics statute. Read Now » Related Content Biometric Data Online Notice and Consent Use this template...

October 01, 2024

Endorse These Best Practices

Learn about best practices for ensuring that advertising is in compliance with the FTC's Endorsement Guides, including substantiation and disclosure requirements and guidance on social media influencers endorsements. Read now » Related Content Advertisement Compliance with Endorsement Guides Checklist Use this related checklist to ensure advertisements are in compliance with the FTC. Testimonial...

October 01, 2024

Sustainability & ESG Quarterly Roundup: September 2024

The past several months have seen a flurry of developments relating to environmental, social, and governance (ESG) issues, which is expected to continue through the fall. Review this chart for a description of key ESG developments since the April 2024 roundup, with a focus on developments of interest to U.S. companies and companies operating in the United Kingdom and European Union. It covers developments relating to...

October 01, 2024

How to Cite Only the Best Sources in Your Motion Papers

Right from the start, the clerk reading your legal argument in your brief is waiting to see whether you can support your arguments with the law. And nobody knows it like Jim Wagstaffe. In this practice note on making and opposing motions, you can click directly through to the Wagstaffe Practice Guide: Federal Civil Procedure Before Trial for the citation you need to carry your strongest arguments. Read now » Related...

October 01, 2024

Calculating that Cap on Landlord Future Rent Claims

As many bankruptcy lawyers know, the language of Section 502(b)(6) of the Bankruptcy Code—the provision that specifies the maximum allowed amount of a landlord's claim for lease termination damages— is confusing, and it has led to a number of disagreements among bankruptcy courts. Check out this expertly drafted article discussing a recent bankruptcy court decision addressing the proper method for calculating...

September 24, 2024

Private Eyes Only: Tax Issues in Private Equity Transactions

Private equity transactions refer to investments (and the sale or disposition of those investments) made by pooled investment vehicles (a private equity fund, venture fund, or other group of institutional investors) in the non-publicly traded securities issued by businesses or assets at varying stages of development. Tax issues abound at the fund, general partner/manager, investor, and portfolio levels when structuring...

September 24, 2024

Additional Financing Opportunities for Developers

Commercial Property Assessed Clean Energy (C-PACE) financing provides borrowers access to additional capital for constructing energy-efficient improvements. Private lenders offer C-PACE financing in most states with the financing assessment program administered by the applicable local government. Read this article to learn about the benefits and risks of C-PACE financing. Read now » Related Content Environmental...

September 24, 2024

Merging Markets, Banking Targets: Newly Updated Banking M&A Guidance

In the United States, federal and state banking laws and the regulations promulgated by federal and state banking regulators provide a comprehensive system that regulates and supervises the activities of banking institutions, including their M&A activities. As a result, banks are most often acquired by other banks, bank holding companies, and financial holding companies. Furthermore, in addition to financial, tax...

September 24, 2024

Biosimilars and the Biologics Price Competition and Innovation Act

Learn about the litigation process set up by the Biologics Price Competition and Innovation Act (BPCIA) to facilitate resolution of patent disputes between reference product sponsors and biosimilar manufacturers. Read now » Related Content Marketing Exclusivities for Prescription Drugs Understand the parameters of certain non-patent exclusivities for prescription drugs in the United States. Practical...

September 24, 2024

Don’t Kid Around: Read Our Child Labor Law Compliance Guidance

Do you need to understand child labor law compliance best practices in light of recent developments in this area of the law spearheaded by Congress, the Department of Labor, and other federal and state agencies? Check out Child Labor Laws – Compliance Best Practices by Marjorie C. Soto Garcia, McDermott Will & Emery LLP. Read now » Related Content Child Labor State Law Survey Review this expansive...