August 13, 2024

How to Inform Clients about Your Use of Generative AI

Following the ABA’s guidance on using generative AI in compliance with the Model Rules of Professional Responsibility, we consulted out expert to determine the best way to inform clients about how counsel will use AI in their cases. Check out our new letter template, which you can customize for your jurisdiction, at the link below! Read now » Related Content How to Use AI to Manage the Attorney-Client...

August 13, 2024

Whistleblower Policy

Corporate whistleblowers have certain rights and procedural requirements under Sarbanes-Oxley, when reporting their complaints to the SEC or another federal regulatory agency. Use this template to draft a policy that is compliant with Sarbanes Oxley’s anti-retaliation provisions. Read now » Related Content Whistleblower Protections under Dodd-Frank and Sarbanes-Oxley Understand anti-retaliation protections...

August 13, 2024

Pay-if-paid and Pay-when-paid Clauses in Construction Subcontracts

Construction involves management of many risks, including the risk that the owner will fail to compensate the contractor for its work. Contractors often attempt to spread this risk down the contracting chain to subcontractors by including pay-if-paid and pay-when-paid clauses in their subcontracts. Learn about these two types of clauses, their differences, and enforceability issues. Read now » Related Content...

August 13, 2024

Does the UCC Apply to Your Transaction?

Explore guidance on the different articles of the Uniform Commercial Code (UCC), including for the sale of goods governed by Article 2, negotiable instruments governed by Article 3, documents of title under Article 7, and the creation and enforcement of security interests pursuant to Article 9. Read now » Related Content Contract Terms and the UCC Learn about the UCC's treatment of contract terms, drafting...

August 13, 2024

State Health Data Privacy Laws Bring Novel Compliance Challenges

Several states have proposed bills, enacted health data privacy laws, or amended existing privacy laws to protect "consumer health data." Some characteristics of these new state health privacy laws raise interesting questions and could create difficult compliance obligations, including around "right to delete," consent/authorization to sell consumer health data, geofencing prohibition, and data inferred...

August 13, 2024

Too Hot to Handle? What to Do with a Target’s 401(k) Plan in a Corporate Transaction

Stock purchase agreements and asset purchase agreements will differ in how the parties approach the target's 401(k) plan(s). Generally, there are three options: (1) continue operations, (2) terminate the target 401(k) plan, or (3) merge the target 401(k) plan with the buyer’s plan. Each of these approaches has advantages and disadvantages and must be considered in the context of the disclosures from the target...

August 13, 2024

Go Green: Sustainable Finance and ESG Resource Kit

Check out this new resource kit providing an overview of sustainable finance and environmental, social, and governance (ESG) reporting, disclosure, and regulatory issues. This resource kit includes Practical Guidance content on these issues, including detailed practice notes, templates, clauses, videos, and trackers. Read now » Related Content Sustainable Finance Read this introductory guide to sustainable...

August 06, 2024

The Waiting is the Hardest Part!

The 2024 Bankruptcy Threshold Adjustment Extension Act was introduced in the Senate on April 13, 2024. The act would extend the $7.5 million debt limit for Subchapter V cases for an additional two years. Unfortunately, the law has not yet been enacted and, as a result, the debt limit for Subchapter V cases reverted back to $3,024,725 on June 22, 2024. While waiting for the law to pass, check out these resources on Subchapter...

August 06, 2024

Law Firm Olympics: Six Communication Tips for New Associates

We know that practicing in a law firm can at first seem more like the Hunger Games than the Olympic Games, and we’re here to help. Check out our new expert-authored practice note for six tips for new associates to become effective communicators at their firm. Our expert covers how to be proactive, communicate your work product, and develop traits that will lead to success at your law firm. Click the link below for...

August 06, 2024

U.S. Supreme Court Decision in Jarkesy Limits SEC Administrative Authority over Civil Penalties

In SEC v. Jarkesy , 144 S. Ct. 2117 (2024), the U.S. Supreme Court held that defendants in securities fraud actions involving civil penalties are entitled to a jury trial. The SEC until this point had been trying these cases before tribunals of administrative law judges and the shift to federal court will have a significant impact. Read this Client Alert Digest for an overview of the decision and links to law firm analyses...

August 06, 2024

Overview of Advertising Self-Regulation in the United States

Learn about initiating and responding to advertising challenges brought before the National Advertising Division of the Better Business Bureau. Read now » Related Content Advertising Regulation Fundamentals Read an overview of major sources of advertising and marketing regulation, including federal and state regulation, self-regulation via nonprofits, and industry/trade associations. Federal Regulation...

August 06, 2024

Outsourcing Corporate Transparency Act Compliance? Beware of Data Privacy Risks

Under the Corporate Transparency Act (CTA), U.S. and foreign companies authorized to do business in the United States are responsible for compliance with state, federal, or foreign data privacy and cybersecurity laws—and for ensuring that their service providers, vendors, and consultants comply as well. Find out what Reporting Companies should do now. Read now » Related Content Corporate Transparency...

August 06, 2024

ERISA at 50 Series: What Has the Pivot to 401(k) Plans Done for Us?

When ERISA was enacted on September 2, 1974, defined benefit pension plans were the predominant vehicle for providing retirement income to employees, offering investments managed by employers and offering participants (later their spouses, too) a fixed annuity for life. These retirement plans have declined in availability as many employer-sponsored pension plans have been terminated or frozen. 401(k) plans allow many...

August 06, 2024

When You Decide to Level Up Your Solar Energy Project with Battery Backup

It may be the dog days of summer, but the truth is that the sun isn’t always shining. Help your clients enhance their new solar energy projects by understanding the complexities and local laws related to the addition of battery storage. By helping your clients add industrial-scale storage capacity to their projects, or micro-storage capacity to local or residential projects, you can help them qualify for government...

August 06, 2024

New Credit Ratings Video!

Watch this new video explaining credit rating agencies, which provide an objective and analytical opinion on the risk of payment defaults by looking at various factors that help investors decide whether to invest in loans or securities. Read now » Related Content Credit Rating Process and Credit Rating Agencies Read this practice note discussing third-party credit rating agencies (CRAs) and credit ratings...

August 06, 2024

CFPB Proposes Interpretive Rule: Paycheck Advance Products are Consumer Loans

The U.S. Consumer Financial Protection Bureau (CFPB) has proposed an interpretive rule on paycheck advance products. The rule suggests that paycheck advance products are consumer loans and, by definition, are subject to the Truth in Lending Act. Review this MLex article for a comprehensive analysis on this rule and the potential implications for institutions offering these products. Read here » Related Content...

August 06, 2024

Community Health Needs Assessment Checklist

Assist nonprofit hospitals and health systems conduct a community health needs assessment (CHNA), a systematic process used by nonprofit hospitals and other health organizations to identify and analyze the health needs of a specific population within a defined community. Comply with provisions of the Patient Protection and Affordable Care Act (ACA), Pub. L. No. 111-148, and the Internal Revenue Code, e.g., I.R.C. §...

August 06, 2024

I Want to Say One Word to You . . . Just One Word . . . Are you Listening? . . . Plastics

There was a great future in plastics when Dustin Hoffman was a mere Graduate receiving career advice in 1967, but in 2024 plastic pollution has become a key priority for lawmakers. Learn about the large amount of state per- and polyfluoroalkyl substances (PFAS) and plastics legislation that is in-process across the states in this article, including a State Net map depicting states’ approaches to plastics and PFAS...

August 06, 2024

Enabling Others to Make and Use a Patented Invention: The Law of Enablement

Brush up on statements of law concerning enablement requirement, a fundamental principle in patent law that ensures the disclosure of an invention in a patent application is sufficiently clear and comprehensive to allow a person skilled in the relevant art to make and use the claimed invention without undue experimentation. Read now » Related Content Responding to Rejections under 35 U.S.C. § 112 Get...

August 06, 2024

Mind the (Pay) Gap: See Our New Pay Transparency Training Presentation

Do you need to provide employers, HR professionals, and legal advisors with a comprehensive overview of the evolving landscape of pay transparency in the United States? Use our new training presentation by M. Elaine Horn of Williams & Connolly . Read now » Related Content Pay Transparency and Disclosure Laws: Best Employer Practices Learn how to best comply with pay transparency and disclosure laws for...

August 06, 2024

Tender Offer Tactics: Tender and Support Agreements

Tender offers are often utilized in public takeover bids as the only means to acquire majority ownership of a public company without the support of the target company’s board of directors Therefore, securing the support of key shareholders through written agreement is critical. A tender and support agreement outlines the key provisions that define the shareholder's obligations, including tendering their shares...

August 06, 2024

New Video! ESG Considerations in Real Estate

Environmental, social, and governance (ESG) is a hot topic, often considered part of the conscience or character of a business. It is a framework used to evaluate a business's practices and performance or assets on sustainability and ethical issues such as environmental concerns, fairness, and equity. Watch this video to learn about how ESG impacts the real estate industry. Watch now » Related Content ...

August 06, 2024

All About Tax-Exempt Muni-Bonds

A common way for states and localities to supply needed capital facilities, such as buildings, roads, and libraries, is to finance them. Instead of competing with nongovernmental borrowers, most choose to use a special governmental advantage, issuing bonds whose interest payments are exempt from federal income tax. The tax code, under I.R.C. § 103(a) , allows interest income paid to the owner of a tax-exempt security...

July 31, 2024

Navigating the Regulatory Fallout from SCOTUS Reversal of the Chevron Doctrine

By Kemahl Franklyn In what may be one of the most consequential decisions in the history of administrative law, the U.S. Supreme Court decided two cases in their most recent term that determine the constitutionality of what had been a longstanding interpretation of federal agencies’ ability to interpret law and issue regulatory guidance. On June 28 th the Court decided Loper Bright Enters. V. Raimondo and Relentless...

July 31, 2024

The Genie is Out of the Bottle. Will Loper Bright Result in Uncertainty for Plan Sponsors?

The U.S. Supreme Court, in overruling its prior Chevron decision, seems to allow lower courts to independently evaluate statutory text. Many regulations, promulgated by agencies like the IRS and the DOL, have previously been upheld using the deferential framework of Chevron . What if their regulations are challenged in courts under this new framework? Will court decisions have national application or might plan sponsors...