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

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...

September 24, 2024

Locking Down the Lockup

Chapter 11 debtors may seek commitments from creditors to vote in favor of their Chapter 11 plans prior to or during the case. Check out this expertly drafted article discussing a recent decision where the court severed a provision in certain postpetition agreements with aircraft lessors requiring the aircraft lessors—and creditors—to vote their claims in favor of a Chapter 11 plan. Read now » Related...

September 24, 2024

First Year Associate? Practical Guidance and Jim Wagstaffe Have Your Back

When you’re worried you might be asking your senior associate or partner a question to which you “should already know” the answer, check out our First Year Associate Resource Kit. Resource Kits collect all forms of Practical Guidance, from detailed how-to practice notes to quick infographic checklists. We even have templates if you’re asked to draft a document you’ve never seen outside of...

September 24, 2024

Schedule 13D or 13G Filing Chart

The accelerated Schedule 13G filing deadlines adopted by the SEC in their October 10, 2023, “Modernization of Beneficial Ownership Reporting” rulemaking will become effective on September 30, 2024. Among other changes, Qualified Institutional Investors that acquire more than five percent of a class of equity security will be required to make their initial Schedule 13G filing within five business days after...

September 24, 2024

EPA Grants 8-Month Extension for PFAS Reporting: A Win for Industries, A Concern for Environmentalists

This month, the EPA extended the reporting deadline for PFAS manufacturers and importers, pushing the beginning of the reporting period from November 12, 2024, to July 11, 2025. See the PFAS Key Development Tracker for more information on this and other PFAS state and federal regulatory changes. Read now » Related Content Climate Change Resource Kit Learn more about climate change concerns, including effects...

September 24, 2024

It's All on the Label!

Learn about the legal requirements and implications associated with product labeling, the various sources for labeling requirements, unique product labeling obligations for certain industries and products, and source labeling requirements. Read now » Related Content FTC Labeling Requirements for Consumer Goods Gain an overview of the Federal Trade Commission's labeling requirements under various acts...

September 24, 2024

Data Breach Litigation: Strategies for Preserving Privilege and Work Product Protection

Federal courts in data breach litigation have rejected assertions of privilege and ordered the production of forensic reports. In this new video, Squire Patton Boggs partner Kristin Bryan discusses four important takeaways from these cases suggesting certain basic measures to preserve privilege in the wake of a cyber-attack. Watch now » Related Content Data Breach Litigation: Protecting Privilege and Work...

September 24, 2024

I’ll Be Back! Handling Benefits during Employee Leaves of Absence

There are many reasons employees may take leave (bereavement, sickness, vacation, sabbatical, disability, military leave). Some leaves provide employees with protections, such as leaves under the Family Medical Leave Act, USERRA, the Pregnancy Discrimination Act, or state law. Employers must account properly for the accrual of an employee's benefits and service during a leave of absence and still provide opportunities...

September 24, 2024

Drafting Security Agreements

Watch this new video explaining how to draft and negotiate covenants, representations and warranties, and remedies provisions in a security agreement. These provisions must be drafted to ensure that the secured parties maintain a continuing perfected security interest under the Uniform Commercial Code or otherwise, while at the same time providing flexibility for the debtors’ operations. Watch now » Related...

September 24, 2024

Regulators Plan Changes to Bank Capital Requirements

Bank regulators have announced a plan to revise the proposed Basel III endgame rules, including adjustments to the capital surcharges that global systemically important banks (G-SIBs) are required to maintain in reserves. The proposed plan will cover all major areas of the Basel endgame proposed rule credit risk, operational risk, and market risk, and include a significant cut in the amount of capital reserves required...

September 24, 2024

Moldy Oldies and PFAS: Practice Pointers for Locating Historical Policies

Follow the steps outlined in this checklist to find old insurance policies that may provide coverage for a per- and polyfluoroalkyl compounds (PFAS) liability claim. Read now » Related Content Insurance Coverage for PFAS Liability Learn about potential insurance coverage for tort and environmental liability arising from PFAS. Insurance Coverage for PFAS Claims: Lawsuits, Government Investigations,...

September 24, 2024

Coexistence and Consent Agreements in Trademark Disputes

Check out this practice note for an overview of trademark coexistence and consent agreements. Topics covered include the main purposes of coexistence agreements, when consent agreements may be warranted, the advantages and disadvantages of both types of agreements, and key terms that appear in coexistence agreements. Read now » Related Content Co-existence Agreement (Trademark) Utilize this template to draft...

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...

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

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

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

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 17, 2024

Generative AI Rules Tracker: State and Federal Courts

Use our tracker to keep up with the individual rules and standing orders implemented by certain federal and state court judges, court administrations, and bar associations governing the use of generative AI in court filings. We review our tracker at least once each week and update accordingly, so check it out and bookmark it at the link below! Read now » Related Content Generative Artificial Intelligence ...

September 17, 2024

Intrastate Crowdfunding Regulations (NJ)

State securities registration and qualification regulations apply where they are not preempted by federal regulations, such as for intrastate crowdfunded offerings. Although state rules are broadly similar, there are notable differences between them. These differences can affect an issuer’s choice of state for their contemplated offering. Use this checklist to get an overview of New Jersey’s intrastate crowdfunding...

September 17, 2024

Kick Off the School Year: Stay Ahead with the Latest in Student Privacy Laws!

Catch up on state student privacy laws when you explore the Student Privacy Requirements topic in our Data Security & Privacy State Law Comparison Tool . Coverage includes entities and students covered, key definitions, notice and consent requirements, service provider obligations, and more. Read now » Student Privacy Requirements (CA) Check out this state Q&A document setting out California’s...

September 17, 2024

Don’t Be Scared! Weaving Cybersecurity Awareness into Your Plan Fiduciaries’ Duties

Cybersecurity is the word, and fiduciaries of employee benefit plans governed by the Employee Retirement Income Security Act of 1974 should implement cybersecurity risk management strategies to mitigate the risks of liabilities that can result from cybersecurity attacks on ERISA employee benefit plans. With the Department of Labor (DOL) having issued initial guidance on the extent of a fiduciary’s cybersecurity...

September 17, 2024

Assumption of the Risk and Contributory Negligence Defenses in Medical Malpractice Cases

Review this practice note—adapted from the Matthew Bender & Company, Inc. treatise Louisell and Williams, Medical Malpractice —for a discussion of the elements of and considerations regarding the assumption of the risk and contributory negligence defenses in medical malpractice actions. Get up to speed on both express and implied assumption of the risk defenses. Drill down on the concept of contributory...

September 17, 2024

Thar She Blows: Navigating R&W Claims

Explore this practical guide on buyer-side representations and warranties insurance for business owners and general counsel. Read now » Related Content Representations and Warranties Insurance: Fundamentals Get an overview of R&W insurance, including underwriting and the various aspects of claims, coverage, and dispute resolution. Representations and Warranties Insurance Policy Selection Learn...

September 17, 2024

Derivative Work or Fair Use?

A major point of confusion in copyright law is distinguishing between what constitutes an unauthorized derivative work and what constitutes fair use of an underlying work. Read this practice note to gain insight on the analysis. This practice note also discusses what constitutes a derivative work, to what extent derivative works are copyrightable and registerable with the U.S. Copyright Office, limitations on derivative...