September 03, 2024

Are you an Insider who Wants a Release? Not so Fast!

Bankruptcy Code Section 503(c)(1) includes strict requirements for a court to approve retention plans for insiders. Recently, U.S. Bankruptcy Judge Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York issued a ruling in In re Mercon Coffee Corp. , invalidating insider releases in a proposed Chapter 11 plan on the basis that the releases were improper retention-related transfers. Check out...

September 03, 2024

U.S. Justice Department Officials Launch Corporate Whistleblower Reward Pilot Program

In a recent development in whistleblower report handling, the U.S. Department of Justice (DOJ) announced that whistleblowers would be able to visit a DOJ web page to report information about certain types of corporate crime and, if appropriate, receive a portion of any criminal proceeds forfeited. Read this article, originally published on MLex, a Lexis Company, for additional details on the program. Read now »...

September 03, 2024

How Loyal Are You?

Learn about loyalty programs, which provide incentives in exchange for a customer's purchase commitment, including types of loyalty programs, antitrust implications, and guidance on minimizing the associated legal risks. Read now » Related Content Advertising and Promotion Fundamentals Read an overview of the advertising and marketing field, including types of activities that qualify as advertising and...

September 03, 2024

Unmasking Cyber Threats: Understanding Threat Actors, Intrusion Tactics, and Incident Response

Review types of threat actors, how they gain access to your network, special types of intrusions (such as insider threats, email compromise, and supply chain compromise), and the steps you should take in responding to a data security incident. Read now » Related Content Malware and End User Attacks Overview Review the major types of end user attacks that may be executed against your network, ways to detect...

September 03, 2024

What’s Going to Happen to my Job? Compensating the Executive When a Change-in-Control Looms

In some M&A transactions, pre-existing employment contracts might provide certain employees with rights that must be dealt with in connection with acquisition, in some cases even if such employees will not be retained by the buyer. For example, an officer may be entitled to stock options or other compensation that may be accelerated in connection with a sale or change of control of the company. Read now »...

September 03, 2024

When Your Corporate Marriage Has a Built-in Expiration Date

Negotiating the term provisions for a wind lease is one of the most important functions counsel can accomplish. Too short of a term, and the wind lease development may not be financially viable. Too long of a term, and the landowner’s heirs and assigns will be burdened by terms they never negotiated. Learn how to negotiate the correct wind lease term, and how to draft the same, by viewing this video. Watch now...

September 03, 2024

New Video! Structuring Issues in Leveraged Acquisitions

Watch this new video discussing certain structuring issues in the context of acquisition financings, including collateral security, intercreditor, and bankruptcy issues. While these issues are not unique to acquisition financings, there are certain aspects that may be the subject of particular focus in an acquisition financing. Read now » Related Content Suretyship Defenses and Bankruptcy Issues in Guaranties...

September 03, 2024

State Laws and Regulations Governing Mortgage Servicing Fees

Practical Guidance offers a Mortgage Servicing Fees topic in the FSR State Law Comparison Tool. This Q&A series offers comprehensive guidance on permissible mortgage servicing fees for institutions across all 50 U.S. states​. Practitioners can utilize this tool to understand the regulatory requirements for disclosures and statutory fees that companies servicing consumer residential mortgages may charge. Read now...

September 03, 2024

Healthcare Transaction State Premerger Notification Requirements

Access this state law survey from Lexis Practical Guidance – Healthcare for up-to-date information on state laws and pending state legislation that impose premerger notification requirements on transactions (e.g., mergers, acquisitions, affiliations, or similar combinations) involving one or more healthcare providers (e.g., health systems, hospitals, or provider groups). Review the types of transactions covered...

September 03, 2024

Lawmakers Address a Flood of Climate Change Legislation

Learn how states are exploring measures intended to assist in meeting various climate goals. The article includes a map showing states considering and states enacting climate change laws in 2024. Read now » Related Content Market Trends 2023: Disclosure Related to Climate Change Scrutinize 2023 market trends on disclosures of climate change risks and mitigation by public companies, which are intertwined...

September 03, 2024

Patent Marking: Staying Compliant and Avoiding Costly Mistakes

Patent marking plays a critical role in providing constructive notice to potential infringers and protecting a patent owner's ability to recover damages for infringement. Dive into this practice note to understand and implement effective patent marking practices on both physical products and virtual marking, and explore how to avoid the penalties and consequences of falsely marking products. Read now » Related...

September 03, 2024

Not as “Severe” or “Pervasive”? Some States Relax Workplace Harassment Standards

Do you need to learn about the growing trend in some states of relaxing or even eliminating the legal standard in workplace harassment cases? Read our article on lowering the bar for workplace harassment. Read now » Related Content Workplace Harassment Resource Kit Access current guidance on workplace harassment. Workplace Harassment in the Remote or Hybrid Workspace Review employer best practices...

September 03, 2024

It’s No Hallucination—Practical Guidance on AI in M&A is Here!

Artificial Intelligence (AI) is all over the news, your podcasts, and even CLE courses. But should you also be addressing AI with specific provisions in your acquisition agreements? Whether your client is buying, selling, or making an investment in a company in the AI business, Practical Guidance’s new practice note on AI considerations in M&A agreements, authored by expert attorneys Erin Hanson, Arlene Arin...

September 03, 2024

Repurposing Vacant Commercial Buildings

Cities impacted by commercial real estate vacancies are seeing more commercial buildings converted to residential units. Such conversions may be promising, with lucrative returns for developers and owners, but going through the conversion process presents its challenges. Read this discussion of the trend of converting commercial real estate to residential real estate in New York City and some of the issues that arise...

September 03, 2024

Intercompany Debt: A Handshake Isn’t Enough

For U.S. tax purposes, a company must comply with certain tax and transfer pricing considerations when structuring intercompany debt transactions. Considerations include application of the arm's length standards of Treas. Reg. § 1.482-2(a) , documentation requirements of regulations under I.R.C. § 385 , and the characterization of the instrument as either debt or equity under case law, rulings, and I.R.C...

September 03, 2024

Do You Remember? This September Check Out Subject Matter Litigation Resources

Let the groove get you to move on Civil Litigation’s subject matter litigation Resource Kits! No matter the reasons, whether you need to brush up on your commercial litigation fundamentals or hone your construction dispute strategy, with these Resource Kits, you’ll be a shining star. Read now » Related Content Commercial Litigation Fundamentals Resource Kit Use this resource kit to review the...

August 27, 2024

Google Found to Have Abused its Monopoly Power by D.C. District Court

In a closely followed case that parallels the Department of Justice’s (DOJ) 1990s Microsoft antitrust victory, a D.C. district court has ruled that Google is a monopolist and has maintained its monopoly positions through anticompetitive means—exclusive distribution agreements. What this means for Google remains unclear. The Microsoft case by no means unequivocally increased browser competition but did eliminate...

August 27, 2024

Got the Post-Olympic Blues? Cheer up with the Single Asset Real Estate Video!

Single asset real estate (SARE) Chapter 11 cases generally arise when a SARE debtor is forced to file for bankruptcy relief to stop an impending foreclosure sale. Watch this expert video highlighting what is required for a debtor to qualify as a SARE debtor entity and the rules governing SARE debtors. Read now » Related Content Single Asset Real Estate Bankruptcy Cases Check out this practice note on SARE...

August 27, 2024

Interact with our Litigation Deadlines Bot!

Our flowchart bot provides an interactive experience to help you calculate common deadlines for filing or serving various documents in federal litigation. Fear no more the Federal Rules of Civil Procedure! Check it out at the Read now link. Read now » Related Content Civil Litigation Fundamentals Resource Kit (Federal) Check out this fundamentals resource kit, one of our most used documents. You’ll find...

August 27, 2024

Cybersecurity Best Practices for Broker-Dealers Checklist

Earlier this year, the SEC and the Financial Industry Regulatory Authority (FINRA) released their respective annual reports setting out their priorities for the year ahead, which include a clear focus on cybersecurity. Broker-dealers should strongly consider implementing cybersecurity programs that address supervision, risk reduction, and oversight of activities and vendor relationships to mitigate the risk of cybersecurity...

August 27, 2024

Little Miller Act State Law Survey

The Miller Act requires prime contractors working on certain federal government construction contracts to post bonds guaranteeing both performance of the contract and payment of subcontractors and materials suppliers. 40 U.S.C. §§ 3131 through 3134. Nearly every state has its own Miller Act, referred to as Little Miller Acts. Like the federal Miller Act, state Little Miller Acts typically require contractors...

August 27, 2024

Are You Ready to Counter?

Gain an understanding of the similarities and differences between setoff, recoupment, and counterclaims, how they can be utilized in commercial agreements, and their application to a buyer's right to deduction of damages in sale of goods transactions and in bankruptcy proceedings. Read now » Related Content Contracts for Goods or Services Learn about contracts for the provision of goods or services....

August 27, 2024

Malware and End User Attacks Overview

Make sure you’re aware of the popular techniques used by threat actors to obtain access to a network or execute these compromises. This practice note reviews the major types of end user attacks that may be executed against your network, ways to detect attacks, and how to prevent and respond to them. Read now » Related Content Hacking and Network Intrusion Overview Review this practice note to learn...

August 27, 2024

Tell Me it’s Not True! Annual Open Enrollment Approaches for Most

Open enrollment, which often occurs in October or November for calendar year plans, is a time when employees and other eligible individuals can enroll in or make changes to their employer-based health insurance and fringe benefit options. The term has sole reference to health insurance because there is no equivalent in life, property, and casualty insurance. Open enrollment also applies to Medicare, Medicare Advantage...

August 27, 2024

Ready to Commit?

Read this practice note discussing current market trends in publicly filed commitment letter term sheet provisions from the second half of 2023 to the first half of 2024. This practice note examines some of the key provisions contained in commitment letter term sheets for various types of credit facilities, including loan documentation principles, call protection, terms regarding unrestricted subsidiaries, and financial...